Mr. Tom Coyle reports

CERES GLOBAL AG CORP. ANNOUNCES FILING OF CIRCULAR AND RECEIPT OF INTERIM ORDER IN RELATION TO PROPOSED PLAN OF ARRANGEMENT WITH BARTLETT GRAIN COMPANY

Ceres Global Ag Corp. has filed and is in the process of mailing its management information circular and related materials to shareholders of Ceres in connection with the special meeting of shareholders to be held on Monday, June 30, 2025, to consider and vote on a special resolution approving the previously announced statutory plan of arrangement pursuant to which 1001239530 Ontario Inc., a newly formed entity controlled by Bartlett Grain Company LLC, will acquire all of the issued and outstanding common shares of Ceres for a price of $4.50 (U.S.) per share, in cash, all as more particularly described in the circular.

The circular and related materials can be accessed on Ceres's website, as well as under Ceres's profile on SEDAR+. Shareholders are urged to carefully review and consider the circular and related materials, which contain important information concerning the transaction and the rights and entitlements of the shareholders in relation thereto and to consult with their financial, tax, legal or other professional advisers.

Voting at virtual meeting of shareholders

The meeting will be held virtually on June 30, 2025, at 8:30 a.m. EST. Shareholders can access the meeting on-line with case-sensitive password ceres2025. The circular provides important and detailed instructions about how to participate in the meeting. Only registered shareholders as at the close of business on May 30, 2025 (or their duly appointed and registered proxyholders), are entitled to receive notice of and to vote at the meeting. The deadline for completed proxies to be received by the corporation's transfer agent, TSX Trust Company, is Thursday, June 26, 2025, at 8:30 a.m. EST (or, if the meeting is adjourned or postponed, no later than 48 hours (excluding Saturdays, Sundays and statutory holidays in Ontario) before the adjourned meeting is reconvened or the postponed meeting is convened). Shareholders are encouraged to cast their votes well in advance of the proxy voting deadline.

Receipt of interim court order

On May 28, 2025, the Ontario Superior Court of Justice (commercial list) granted an interim order in respect of the transaction. The interim order authorizes Ceres to proceed with various matters relating to the transaction, including the holding of the meeting for shareholders to consider and vote on the arrangement resolution.

Recommendation of the independent committee and the board

The board's standing independent committee, after receiving financial advice from Blair Franklin Capital Partners Inc., an independent financial adviser retained by the board, unanimously recommended that the board approve the transaction and recommend that shareholders vote in favour of the arrangement resolution at the meeting. The board, after receiving advice from its independent financial adviser and outside legal counsel and the unanimous recommendation of the independent committee, unanimously determined that the transaction is in the best interests of the corporation and is fair to shareholders, and unanimously recommends that shareholders vote in favour of the arrangement resolution.

About Ceres Global Ag Corp.

Ceres and its subsidiaries add value across agricultural, energy and industrial supply chains through efficient sourcing, storing, transporting and marketing of high-quality agricultural commodities, value-added products and raw materials. Leveraging its network of commodity logistics centres and team of industry experts, Ceres connects farmers to customers around the world.

Ceres is headquartered in Golden Valley, Minn., and, together with its affiliated companies, operates 10 locations across Saskatchewan, Manitoba and Minnesota. These facilities have an aggregate grain and oilseed storage capacity of approximately 29 million bushels. The corporation also owns membership interests in three agricultural joint ventures that have an aggregate grain and oilseed storage capacity of approximately 16 million bushels.

Ceres has a 50-per-cent interest in Savage Riverport LLC (a joint venture with Consolidated Grain and Barge Co.), a 50-per-cent interest in Berthold Farmers Elevator LLC (a joint venture with The Berthold Farmers Elevator Company), a 50-per-cent interest in Farmers Grain LLC (a joint venture with Farmer's Cooperative Grain and Seed Association), a 41.6-per-cent interest in Gateway Energy Terminal (an unincorporated joint venture with Steel Reef Infrastructure Corp.) and a 25-per-cent interest in Stewart Southern Railway Inc. (a short-line railway located in southeastern Saskatchewan with a range of 130 kilometres).

We seek Safe Harbor.