Ceres Global Ag Corp. is pleased to announce that it has closed its previously announced non-brokered private placement, issuing 2,802,599 common shares of the Company (the “Shares”) at a price of $4.53 per Share for gross proceeds of approximately $12.7 million (the “Private Placement”).
Insiders of the Company subscribed for 2,792,599 Shares, including VN Capital Fund C, L.P. (“VN Capital”) which subscribed for 2,757,487 Shares.
VN Capital has agreed to a standstill agreement under which for a period of 18 months from the closing of the Private Placement, VN Capital will not be permitted, without the consent of the Company’s board of directors, to purchase Company shares except from private parties in blocks of 250,000 or more shares.
The Private Placement was priced at a premium of 5.3% to the five-day volume weighted trading price on TSX for the five days ended August 30, 2019. The net proceeds from the Private Placement will be used initially to repay debt incurred in connection with inventory financing and later to fund anticipated growth-based projects.
All Shares issued pursuant to the Private Placement are subject to a hold period of four months and one day, in accordance with applicable Canadian securities laws.
Pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”), the Private Placement constitutes a “related party transaction” as insiders of the Company subscribed for Shares. The Company relied on exemptions from the formal valuation and minority approval requirements of MI 61-101.
All dollar amounts in this news release are denominated in Canadian dollars unless otherwise indicated.
