Ceres Global Ag Corp. (CRP) Earnings Call Transcript & Summary

Welcome all to the special meeting of Ceres Global Ag Corp. Please note this meeting is being recorded. I would like to introduce Jim Vanasek, Chairman of the Board of Directors of the corporation. Mr. Vanasek, please go ahead.

Good morning, everyone. Welcome, and thank you for joining us. I'm Jim Vanasek, Chairman and Board of Directors of Ceres Global Ag Corp. Before turning the meeting over to Harvey Joel, Chair of the Independent Committee of the Board of Directors for the formal business of the meeting, I'd like to take this opportunity to speak to you about the proposed arrangement to be voted on at today's meeting. Over the past 13 years, Ceres Global Ag and its employees have built a strong merchandising business in oats, spring wheat and durum. And as a natural progression to that, this plan of arrangement with Bartlett will further those operations and provide a strong platform for the combined companies going forward. Over the 13 years, a number of employees have put in a great amount of time and effort to make this happen. And in particular, I'd like to single out 2 of them for their recent contribution to the merger. Those 2 are Holly Dammer, our Head of Human Relations; and Blake Amundson, our Chief Financial Officer. Both Holly and Blake have put in tireless amount of hours leading up to the signing of the arrangement as well as afterwards with the -- working on the integration of the 2 companies together. And without their tireless effort, this merger would not be happening. The reasons why VN Capital supports the plan of arrangement with Bartlett, first of all, is the geographical -- the fit geographic-wise between the 2 companies; second, the business -- complementary business lines of Bartlett and Ceres; third, the ability for Bartlett's parent company, Savage, to greatly expand the non-grain operations of Ceres at Northgate; and finally, the fact that this merger allows shareholders to receive fair value for the business, which was not being reflected by the stock market price due to the lack of trading liquidity and the small size of the company, which did not make our business known throughout the market. So with that, I'd like to say thank you to everyone for all the employees for their hard effort. I'd like to thank the Board of Directors for their time and effort over the years with the company and our involvement with the company. And now I'd like to turn over the meeting to Harvey Joel, Chair of the Independent Committee of the Board of Directors. Mr. Joel, the floor is yours.

Thanks, Jim. Good morning, everyone. My name is Harvey Joel, I am a Director of Ceres Global Ag Corp. and Chair of the Independent Committee of the Board of Directors of the corporation. And in accordance with the interim order of the Ontario Superior Court of Justice dated May 28, 2025, I will chair this meeting. On behalf of the corporation, it is my pleasure to welcome you to the Special Meeting of Shareholders of the corporation. I wish to express thanks to those shareholders who have submitted their proxies in advance of today's meeting. This meeting is being held virtually via audio webcast. The corporation has decided this virtual format allows us to reach the greatest number of our shareholders in the most convenient way possible. A few housekeeping matters to go through before we commence the business at hand. One, questions in respect of the motion can be submitted by any registered shareholder or duly appointed proxy holder of record using the Ask a Question button of the virtual interface. Such questions will be addressed prior to voting on the motion. Two, only questions regarding procedural matters or directly related to the motion before the meeting will be addressed during this meeting. We will do our best to answer all questions raised by shareholders. But if for any reason, we are unable to do so during the meeting, we will endeavor to follow up with you after the meeting. Questions or comments which are already addressed or that are redundant will not be published or answered. Three, for the purposes of today's meeting, voting will be conducted by a single electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to vote after the presentation of the business item. If there are any registered shareholders or duly appointed proxy holders who have inadvertently logged into the meeting as a guest but intend to vote by online ballot during the meeting, please log back in to the meeting as a registered shareholder or a duly appointed proxy holder as per the instructions provided to you in advance of the meeting by our transfer agent, TSX Trust Company. Four, if you validly submitted a proxy in advance of the meeting, you do not need to vote during this meeting. Your previously submitted proxy will remain valid and your shares will be voted in accordance with your instructions. By voting during this meeting, you will be revoking any previously submitted proxy. Five, to vote, please open the voting button on the virtual interface to register your votes. Voting will be open for you to complete the electronic ballot until shortly before the end of the meeting. And lastly, if we incur any technical difficulties with the audio webcast during the course of the meeting, please remain logged on, and we will resume as soon as possible. We will now proceed with the formal portion of today's meeting. Certain persons have been asked in advance of the meeting to make certain motions and to second certain motions. This is in no way intended to discourage any comments or questions from the registered shareholders or duly appointed proxy holders. Given the virtual format of today's meeting, we request that registered shareholders and duly appointed proxy holders who have specific comments or questions on the arrangement resolution, make such written submissions now by clicking on the Ask a Question button. During the course of this meeting, at the appropriate time, such questions will be addressed. Those of you that are logged in as guests and are, of course, welcome to listen to the meeting but you will not be able to comment, ask questions or vote during the meeting. I will now call the special meeting of the shareholders of the corporation to order. I will preside as Chair of this meeting and in accordance with the bylaws of the corporation, I appoint Holly Dammer as -- to act as Secretary of the meeting. I appoint TSX Trust Company through its representatives, Emma McKenzie and Matthew Burt to act as scrutineer for the meeting and compute the votes of any electronic ballots taken at this meeting and to report thereon to me as Chair of the meeting. Quorum for the transaction of business at this meeting is 2 individuals present, each of whom is either a shareholder entitled to attend and vote at this meeting or the proxy holder of such a shareholder appointed by means of a valid proxy, holding or representing by proxy not less than 15% of the total number of the issued and outstanding shares of the corporation. I have the preliminary scrutineer's report on the attendance confirming that there is sufficient number of shareholders present virtually or represented by proxy at this meeting to constitute a quorum. I direct that a copy of the scrutineer's final report on attendance be kept with the minutes of this meeting. The Secretary has advised me that the notice calling this meeting together with the management information circular and related materials have been provided to each director of the corporation, the auditors of the corporation and shareholders of record as of May 30, 2025, being the record directed date for the purpose of determining, which shareholders are entitled to receive notice of and vote at this meeting. Additional copies of these materials are also available under our corporate profile on SEDAR at www.sedarplus.com. Accordingly, there is an objection -- sorry, accordingly, unless there is an objection, I will dispense with the reading of the notice of the meeting. I direct that a copy of the notice of the meeting with the affidavit of mailing be kept with the minutes of this meeting. I now declare that this meeting is regularly called and properly constituted for the transaction of business. We will now move to the formal part of today's agenda. The only item of business today is to consider and, if deemed advisable, to pass a special resolution to approve a plan of arrangement pursuant to which 1001239530 Ontario Inc., a newly formed entity controlled by Bartlett Grain Company, LLC, a member of the Savage family of companies will acquire all of the issued and outstanding common shares of the corporation at a price of USD 4.50 per share. The full text of the arrangement resolution is set out in the Appendix C of the management information circular of the corporation dated May 30, 2025. For all of the reasons set forth in the management information circular of the corporation, the corporation's Board of Directors has unanimously recommended that shareholders vote for the arrangement resolution. The arrangement resolution must be approved by at least 2/3 of the votes cast at the meeting by shareholders present virtually or represented by proxy and entitled to vote at the meeting. May I have a motion to approve the arrangement resolution?

My name is James Mowbray, and I'm a shareholder of the corporation. Mr. Chair, I so move.

Thank you, James.

My name is Blake Amundson, and I am also a shareholder of the corporation. Mr. Chair, I second the motion.

Thank you, Blake. Once the poll has been opened, the motion to be voted on and your available voting options will be visible on the voting panel on your screen. To submit a vote, please click on the Voting button and select the voting choice displayed on your screen. Once discussion has concluded on the motion, the poll will close. I now declare the poll open on the motion. The motion is now on the floor. Ms. Secretary, have we received any questions or comments on the motion?

No, Mr. Chair, we have not.

As there are no questions or comments, discussion of the motion is now closed. As previously noted, if you validly submitted a proxy in advance of the meeting, you do not need to vote for -- during this meeting. Your previously submitted proxy will remain valid and your shares will be voted in accordance with your instructions. By voting during this meeting, you will be revoking any previously submitted proxy. As previously mentioned, the electronic ballot is now open. And at this point, all registered shareholders and duly appointed proxy holders who have properly logged in with their control numbers or username and wish to vote should click on the voting button to see the motion being brought forth at this meeting. Please register your vote now by clicking For or Against next to the electronic ballot if you've not already done so. We will leave the ballot open for another 30 seconds to allow shareholders to enter their votes and then I will declare the voting closed on the special resolution. Once the electronic balloting close, the voting page will disappear and your votes will be automatically submitted. I'll now pause while that you have a chance to vote. [Voting]

Thank you. The electronic ballot is now closed. I would ask the scrutineer to advise that the arrangement resolution has passed. We will reconvene in a few moments with confirmation of the result. Have the scrutineers had time to tabulate the votes? Thank you for your patience. The scrutineer has confirmed that the special resolution approving the arrangement has passed. The final results will be announced in a press release and filed on SEDAR. This completes the business of this meeting as set out in the notice of meeting. I'm advised by the secretary that there are no other matters of business to properly come before the meeting. As there is no further business to be brought before this meeting, I declare the meeting terminated. On behalf of management, our Board of Directors and our employees, I would like to take the opportunity to thank everyone for attending the meeting today. Thank you.

Thank you, everyone, for attending this meeting. You may now disconnect.