Ceres Global : 2022 Management Information Circular

NOTICE OF

ANNUAL MEETING

OF SHAREHOLDERS

AND

MANAGEMENT

INFORMATION CIRCULAR

MEETING TO BE HELD ON

NOVEMBER 14, 2022 AT 11:00 A.M. EST Virtually: https://web.lumiagm.com/421948874

Password: ceres2022 (case sensitive)

MANAGEMENT INFORMATION CIRCULAR
TABLE OF CONTENTS
	Page
PROXIES ......................................................................................................................................................	1
AUTHORIZED CAPITAL...............................................................................................................................	4
PRINCIPAL HOLDERS OF VOTING SECURITIES .....................................................................................	4
INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON ..................	4
PARTICULARS OF MATTERS TO BE ACTED ON .....................................................................................	5
1. Election of Directors ...........................................................................................................................	5
2. Appointment and Remuneration of Auditors ......................................................................................	8
CORPORATE GOVERNANCE DISCLOSURE STATEMENT ...................................................................	11
DIRECTOR COMPENSATION PROGRAM ...............................................................................................	18
STATEMENT OF EXECUTIVE COMPENSATION.....................................................................................	23
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS ................................................	38
ADDITIONAL INFORMATION ....................................................................................................................	38
CERTIFICATE.............................................................................................................................................	39
SCHEDULE A .........................................................................................................................................	....40
APPENDIX A...............................................................................................................................................	41

-i-

CERES GLOBAL AG CORP.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT an annual meeting (the "Meeting") of shareholders of CERES GLOBAL AG CORP. (the "Corporation") will be held virtually on November 14, 2022 at 11:00 a.m. EST for the following purposes:

1. to receive the audited annual financial statements of the Corporation for the financial year ended June 30, 2022, and the auditors' report thereon;
2. to elect the directors of the Corporation for the ensuing year;
3. to appoint Baker Tilly WM LLP as auditors of the Corporation for the ensuing year and to authorize the directors of the Corporation to fix the remuneration of the auditors;
4. to consider and, if thought advisable, to pass, a resolution, the full text of which is reproduced in Schedule A to the accompanying Management Information Circular, approving an amendment to the Corporation's Amended and Restated Stock Option Plan; and
5. to transact such further and other business as may properly come before the Meeting or any adjournment or adjournments thereof.

The Corporation will be employing a virtual meeting tool that will allow participation in the Meeting online. In order to carefully mitigate any risks to the health and safety of our communities, shareholders, employees and other stakeholders, the Corporation asks that all participation in the Meeting be through the virtual meeting tool that can be found at https://web.lumiagm.com/421948874password: ceres2022 (case sensitive).

The specific details of the foregoing matters to be put before the Meeting are set forth in the Management Information Circular accompanying this Notice of Meeting. Shareholders are invited to attend the Meeting.

Registered shareholderswho are unable to attend the Meeting are requested to complete, date, and sign the enclosed form of proxy and send it in the enclosed envelope or otherwise to the Secretary of the Corporation c/o TSX Trust Company at P.O. Box 721, Agincourt, Ontario, M1S 0A1 (or, if sent by facsimile, sent to: [phone] or 1-866-781-3111 (toll free through North America)) or by email at [e-mail] Attention: Proxy Department or to the Secretary of the Corporation at the Corporation's registered office, which is located at c/o Blake, Cassels & Graydon LLP, 199 Bay Street, Suite 4000, Commerce Court West, Toronto, Ontario, M5L 1A9. To be effective, a proxy must be received by TSX Trust Company or the Secretary of the Corporation no later than November 9 at 11:00 a.m. (Toronto time) or, in the case of any adjournment of the Meeting, not less than 48 hours, Saturdays, Sundays and holidays excepted, prior to the time of the adjournment. The Corporation reserves the right to accept late proxies and to waive the proxy cut-off deadline, with or without notice, but is under no obligation to accept or reject any particular late proxy. Completing and sending the proxy card will cancel any other proxy you may have previously submitted in connection with the Meeting, as it is the later dated proxy that will be counted. Shareholders of record at the close of business on September 27, 2022 will be entitled to vote at the Meeting or by proxy.

Non-registeredshareholderswho receive these materials through their broker or other intermediary should complete and send the form of proxy in accordance with the instructions provided by their broker or intermediary.

DATED at Toronto, Ontario as of September 27, 2022.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) James T. Vanasek

Chairman of the Board of Directors

CERES GLOBAL AG CORP.

MANAGEMENT INFORMATION CIRCULAR

PROXIES

Solicitation of Proxies

This Management Information Circular (the "Circular") is furnished in connection with the solicitation of proxies by the management of Ceres Global Ag Corp. (the "Corporation") for use at an annual meeting (the "Meeting") of holders of common shares (the "Common Shares") of the Corporation to be held virtually on November 14, 2022 at 11:00 a.m. EST and at any adjournment or adjournments thereof, for the purposes set out in the foregoing Notice of Meeting (the "Notice of Meeting"). It is expected that the solicitation of proxies will be primarily by mail. Proxies may also be solicited by telephone, by electronic communications or otherwise by the Corporation's investor relations group and by officers and directors of the Corporation without special compensation, or by TSX Trust Company, at nominal cost. The costs of solicitation will be borne by the Corporation. The Corporation will also request brokerage firms, nominees, custodians and fiduciaries to forward proxy materials to the beneficial shareholders of the Corporation and will provide customary reimbursement to such firms for the cost of forwarding these materials. Ceres may also retain and pay a fee to one or more proxy solicitation firms to solicit proxies from shareholders regarding matters set forth in the Notice of Meeting.

Except as otherwise stated, the information contained herein is given as of the date hereof. Unless otherwise indicated, dollar amounts are expressed in United States dollars, references to "$" or "USD" are to United States dollars and references to "C$" or "CAD" are to Canadian dollars.

Appointment of Proxyholder

The person(s) designated by management of the Corporation in the enclosed form of proxy are officers of the Corporation. Each shareholder has the right to appoint as proxyholder a person or company (who need not be a shareholder of the Corporation) other than the person(s) or company(ies) designated by management of the Corporation in the enclosed form of proxy to attend and act on the shareholder's behalf at the Meeting or at any adjournment thereof. Such right may be exercised by inserting the name of the person or company in the blank space provided in the enclosed form of proxy or by completing another form of proxy.

Registered Shareholders

In the case of registered shareholders, the completed, dated and signed form of proxy should be sent in the enclosed envelope or otherwise to the Secretary of the Corporation c/o TSX Trust Company at P.O. Box 721, Agincourt, Ontario, M1S 0A1 (or, if sent by facsimile, sent to: 1-866-781-3111 (toll free through North America) or 416-368-2502 (within the 416 area code)) or by email at [e-mail] Attention: Proxy Department, or to the Secretary of the Corporation at the Corporation's registered office, which is located at c/o Blake, Cassels & Graydon LLP, 199 Bay Street, Suite 4000, Commerce Court West, Toronto, Ontario, M5L 1A9. To be effective, a proxy must be received by TSX Trust Company or the Secretary of the Corporation not later than November 9, 2022 at 11:00 a.m. (Toronto time), or in the case of any adjournment of the Meeting, not less than 48 hours, Saturdays, Sundays and holidays excepted, prior to the time of the adjournment. The Corporation reserves the right to accept late proxies and to waive the proxy cut-off deadline, with or without notice, but is under no obligation to accept or reject any particular late proxy.

Note: If you are appointing a proxyholder other than the representatives of management of the Corporation whose names are printed above, YOU MUST return your proxy to Toronto Stock Exchange Trust ("TSXT") AND register your proxyholder by contacting TSXT at 1-866-751-6315 (within North America), 212-235- 5754 (outside North America), or using the web based form at https://www.tsxtrust.com/control-number-requestbefore the proxy cut-off, and provide AST TSXT with the required information for your proxyholder so that TSXT may provide the proxyholder with a Control Number. This Control Number will allow your

1

proxyholder to log in to and vote at the Meeting online. WITHOUT A CONTROL NUMBER, YOUR PROXYHOLDER WILL NOT BE ABLE TO VOTE OR ASK QUESTIONS AT THE MEETING. THEY WILL ONLY BE ABLE TO ATTEND THE MEETING ONLINE AS A GUEST.

Non-Registered Shareholders

Only registered shareholders or their duly appointed proxy nominees are permitted to attend and vote at the Meeting. However, in many cases, Common Shares are beneficially owned by the shareholder. You are a non-registered beneficial shareholder (a "Non-RegisteredHolder") if you are a shareholder whose Common Shares are registered in the name of an intermediary, such as an investment dealer, bank, trust company, trustee, custodian or other nominee (each, an "Intermediary"), or a depository or clearing agency (such as The Canadian Depository for Securities Limited in Canada or Cede & Co. in the United States) in which the Intermediary participates. If your Common Shares are listed in an account statement provided to you by a broker or other Intermediary, then in almost all cases those Common Shares will not be registered in your name and are more likely registered under the name of your broker or other nominee or an agent thereof. In Canada, the vast majority of Common Shares are registered under the name of CDS Clearing and Depository Services Inc. ("CDS") (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms). Common Shares registered in the name of any Intermediary, such as an investment dealer, broker, bank, trust company, trustee or other nominee, or a clearing agency, can only be voted upon the instructions of the Non-Registered Holder. Without specific instructions, Intermediaries are prohibited from voting Common Shares on behalf of their clients. Therefore, Non-Registered Holders should ensure that instructions respecting the voting of their Common Shares are communicated to the appropriate person by the appropriate time.

Non-Registered Holders who have not objected to their Intermediary disclosing certain information about them to the Corporation are referred to as "NOBOs" (non-objecting beneficial owners), whereas Non- Registered Holders who have objected to their Intermediary disclosing ownership information about them to the Corporation are referred to as "OBOs" (objecting beneficial owners). In accordance with National Instrument 54-101Communication with Beneficial Owners of Securities of a Reporting Issuer, the Corporation has elected to send the Notice of Meeting, this Circular and the related voting instruction form ("VIF") or form of proxy or (collectively, the "Meeting Materials") indirectly through Intermediaries to the NOBOs and OBOs. The Corporation intends to pay for an Intermediary to deliver the Meeting Materials to OBOs.

The Intermediary holding the Common Shares on your behalf is required to forward the Meeting Materials to you, unless you have waived your right to receive them, and to seek your instructions as to how to vote your Common Shares in respect of each of the matters described in this Circular to be voted on at the Meeting. Each Intermediary has its own procedures which should be carefully followed to ensure that your Common Shares are voted by the Intermediary on your behalf at the Meeting. These procedures may allow for voting by telephone, via the Internet, by mail and/or by facsimile. The applicable instructions for each such method of voting will be set out in the proxy or VIF provided to you directly by the Intermediary. The majority of brokers and nominees now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communications Solutions, Canada and its counterpart in the United States ("Broadridge"). Broadridge typically mails VIFs to the Non-Registered Holders and asks Non-Registered Holders to return the forms to Broadridge. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Common Shares to be represented at the Meeting.

A Non-Registered Holder receiving a VIF from Broadridge cannot use that form to vote Common Shares directly at the Meeting. The form must be returned to Broadridge well in advance of the Meeting in order to have the Common Shares voted. Each Non-Registered Holder should contact his or her Intermediary and carefully follow the voting instructions provided by such Intermediary. If you are a Non-Registered Holder and wish to vote your Common Shares at the Meeting, you should contact your Intermediary and follow their instructions for the completion and return of the proxy or VIF provided to you directly by them.

2