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Ceres Global Ag Corp. – An application has been granted for the original listing in the Industrial category of up to 28,750,000 units (the “Units”) of Ceres Global Ag Corp. (the “Company”), of which up to 25,000,000 Units will be issued and outstanding and up to 3,750,000 Units will be reserved for issuance upon completion of an initial public offering (the “Offering”).
Listing of the Units will become effective at 5:01 p.m. on Thursday, December 20, 2007 in anticipation of the Offering closing on Friday, December 21, 2007. The Units will be posted for trading at the opening on Friday, December 21, 2007.
Each Unit consists of one common share of the Company (the “Common Share”) and one full Common Share purchase warrant (the “Warrant”). The Units will separate into Common Shares and Warrants on March 1, 2008. Upon such separation, each Warrant entitles the holder thereof to purchase one Common Share at a price of $13.50 at any time on or prior to the close of business on the date that is 36 months from the closing of the Offering. Until such separation, the Common Shares and Warrants comprising the Units will not be separately transferable.
Upon separation of the Units, the Common Shares and the Warrants will be listed on Toronto Stock Exchange. A further bulletin will be issued confirming the separation date of the Units and the trading information of the Common Shares and Warrants.
The Offering will be conducted under the book-based system of CDS Clearing and Depository Services Inc. (“CDS”). Each purchaser of a Unit will receive a customer confirmation of purchase from the CDS participant from which such Unit is purchased in accordance with the practices and procedures of such CDS participant, and will not have the right to receive physical certificates evidencing their ownership in the Common Shares and the Warrants comprising the Units.
Additional information on the Units, Common Shares and Warrants may be found in the final prospectus dated December 13, 2007 (the “Prospectus”), which is available at www.SEDAR.com. Capitalized terms not otherwise defined are as defined in the Prospectus.
Stock Symbol: CRP.UN
CUSIP: 156770 20 8
Trading Currency: CDN
Temporary Market Maker: Research Capital Corporation
Other Markets: None
Head Office Address:
33 Yonge Street
Suite 600
Toronto, ON
M5E 1G4
Head Office Telephone Number: (416) 364-1990
Toll Free: 1-800-513-2832
Fax Number: (416) 364-8893
Email Address: advisorservice@frontstreetcapital.com
Website Address: www.frontstreetcapital.com
Manager: Front Street Capital 2004
Investor Relations:
Jason Gould
(416) 915-2426
jgould@frontstreetcapital.com
Chief Financial Officer & Corporate Secretary: Jason Gould
Incorporation: The Company was incorporated under the Business Corporations Act (Ontario) by articles of incorporation dated November 1, 2007.
Fiscal Year End: March 31
Nature of Business: The Company is an actively managed investment company established to provide investors with an opportunity to gain direct and indirect exposure to global agricultural assets. The investment objective of the Company is to achieve long-term capital appreciation, while reducing risk and preserving capital, through global exposure to agricultural assets involved in the supply and demand chains of the agricultural sector and sector influenced industries, including crop and animal production, agrichemicals and fertilizers, farm machinery, equipment, transportation and storage, food processing, distribution and retailing, biofuels and other agribusinesses and agricultural commodities. The Company will invest in non-public and public issuers or assets.
Transfer Agent & Registrar: CIBC Mellon Trust Company at its principal offices in Toronto.
Dividends: The Board of Directors, in consultation with the Manager and/or the Investment Advisor, may from time to time, and on the basis of any earnings, the Company’s financial requirements and any other relevant factor, consider paying dividends in the future if operational circumstances of the Company permit, including earnings, cash flow, financial and legal requirements and business considerations.
Initial Public Offering: Pursuant to the terms of the Prospectus, a maximum of 25,000,000 Units at a price of $12.00 per Unit are being offered to the public by BMO Nesbitt Burns Inc., Credit Suisse Securities (Canada), Inc., Wellington West Capital Markets Inc., CIBC World Markets Inc., RBC Dominion Securities Inc., National Bank Financial Inc., TD Securities Inc., Canaccord Capital Corporation, Richardson Partners Financial Limited and Tuscarora Capital Inc., as agents. In addition, the agents have been granted an over-allotment option to purchase up to 15% of the number of Units sold pursuant to the Offering.
