Toronto, Ontario, February 2, 2022– Ceres Acquisition Corp. (NEO: CERE.U, CERE.WT; OTCQX: CERAF) (“Ceres” or the “Corporation”) announced today that it is seeking an extension to its permitted timeline, from March 3, 2022 to June 30, 2022, to extend the date by which Ceres has to consummate a qualifying transaction (the “Proposed Extension”)
A special meeting (the “Meeting”) of the holders (the “Class A Restricted Voting Shareholders”) of Class A Restricted Voting Shares of Ceres (the “Class A Restricted Voting Shares”) is scheduled to be held at 2:00 p.m. (Toronto time) on February 23, 2022 at Stikeman Elliott LLP’s offices at 199 Bay Street, Suite 5300, Toronto, Ontario, M5L 1B9. In connection with the Meeting, the Class A Restricted Voting Shareholders are being provided with the opportunity to deposit for redemption all or a portion of their Class A Restricted Voting Shares, irrespective of whether such holders vote for or against, or do not vote on, the Extension Resolution (as defined below), provided that they deposit (and do not subsequently validly withdraw) their Class A Restricted Voting Shares for redemption prior to 5:00 p.m. (Toronto time) on February 18, 2022.
If the Extension Resolution is approved and the Proposed Extension is made effective by Ceres’ board of directors (which effectiveness would be announced by Ceres at that time), Ceres will be required to redeem such Class A Restricted Voting Shares so deposited for redemption at an amount per share, payable in cash, equal to the pro-rata portion of: (a) the escrowed funds available in Ceres’ escrow account at the time of the meeting, including any interest and other amounts earned thereon, less (b) an amount equal to the total of (i) any applicable taxes payable by Ceres on such interest and other amounts earned in the escrow account, (ii) any taxes of Ceres arising in connection with the redemption of the Class A Restricted Voting Shares, and (iii) actual and expected expenses directly
related to the redemption. For illustrative purposes, as of the date hereof, the estimated redemption price is between US$10.00 and US$10.01 per Class A Restricted Voting Share. The remainder of the escrow funds shall remain in the escrow account and be available for use by Ceres to complete the consummation of a qualifying acquisition.
The Circular being sent to Class A Restricted Voting Shareholders contains a detailed description of the Proposed Extension, the Extension Resolution and other information relating to Ceres. Ceres urges Class A Restricted Voting Shareholders to consider carefully all of the information in the Circular. Class A Restricted Voting Shareholders who have any questions or need additional information with respect to the voting of their Class A Restricted Voting Shares should consult their financial, legal, tax or other professional advisors.
