News Release
(TheNewswire)
October 31, 2025 – TheNewswire- Vancouver, British Columbia – Clean SeedCapital Group Ltd. (“Clean Seed” or the “Company”) (NEX:CSX.H) announces it has negotiatedshares-for-debt transactions whereby the Company shall issue 3,984,399common shares of the Company to extinguish $904,325.66 of accrued interest on certain of its promissory notesoutstanding (the “Shares for Debt”).Specifically, the Company shall issue i) 3,372,568 shares at a priceof $0.25 per share to settle debts of $843,142.47 and 2) 611,831shares at a price of $0.10 per share to settle debts of $61,183.19.The interest settled hereunder represents the cumulative interestaccrued from the date of issuance of the respective promissory notesup to September 30, 2025.
The Company has also amended four secured promissorynotes in the principal amount of $1,060,500, held by one lenderwhereby the i) maturity date of the promissory notes will be extendedfrom December 31, 2025, to December 31, 2026 ii) interest rate of twopromissory notes in the aggregate principal amount of $125,000 will bereduced from 18% per annum to 11% per annum, while one promissory noteof $25,000 will remain at 11% interest per annum and iii) interestrate of a promissory note in the principal amount of $910,500 will beincreased from 8% per annum to 11% per annum (collectively these arethe “Loan Extensions”). As consideration for the Loan Extensions,the Company will issue 2,121,000 bonus share purchase warrants (the“Bonus Warrants”) to the Lender. Each Bonus Warrant will entitlethe holder to purchase one common share of the Company at a price of$0.25 per share until December 31, 2026.
All securities to be issued pursuant to the Shares forDebt and Bonus Warrants will be subject to a regulatory hold period offour months and a day in accordance with the rules and policies of theTSX Venture Exchange and applicable Canadian securities laws, and suchother further restrictions as may apply under foreign securities
Two insiders will receive 1,116,375 common shares at aprice of $0.25 per share to settle accrued interest of $279,093.97pursuant to the Shares for Debt. One of these insiders will receive2,121,000 Bonus Warrants pursuant to the Loan Extensions. The Companyhas relied on the exemptions from the valuation and minorityshareholder approval requirements of Multilateral Instrument 61-101 - Protection of MinoritySecurity Holders in Special Transactions ("MI 61-101") contained in sections 5.5(b) and 5.7(1)(a) ofMI 61-101 in respect of such Insider Participation.
The Shares for Debt, Loan Extensions and Bonus Warrantsare subject to the acceptance of the TSX-V.
ON BEHALF OF THE BOARD
“Graeme Lempriere”
Chairman and CEO
glempriere@cleanseedcapital.com
About Clean Seed Capital Group Ltd.
Clean Seed is an agricultural technology companyaccelerating the commercialization of its award-winning,internationally patented SMART Seeder™ technologies. Designed forreal-world conditions and backed by independent field trials, thesetools significantly reduce fertilizer usage while supporting highercrop performance and overall farm profitability.
At the heart of Clean Seed’s offering is the SMARTSeeder™ system—a breakthrough in precision seeding that combinesadvanced electronic metering with intuitive software control. Itsability to deliver row-by-row variable rate inputs positions it as aleading innovation in the next generation of sustainablefarming.
Clean Seed is partnered with Mahindra, the world’slargest tractor manufacturer by volume, strengthening its global pathto market and large-scale adoption.
The common shares of Clean Seed Capital Group Ltd. arelisted on the NEX branch of the TSX Venture Exchange and trade underthe symbol "CSX.H".
For further information please contact Clean Seed atinfo@cleanseedcapital.com and visit our website at www.cleanseedcapital.com .
Neither the TSX Venture Exchange,the NEX nor their Regulation Services Provider (as that term isdefined in the policies of the TSX Venture Exchange) acceptsresponsibility for the adequacy or accuracy of this release.
This press release is not an offer or a solicitation ofan offer of securities for sale in the United States. The commonshares of Clean Seed Capital Group Ltd. have not been and will not beregistered under the U.S. Securities Act of 1933, as amended, and maynot be offered or sold in the United States absent registration or anapplicable exemption from registration.
Copyright (c) 2025 TheNewswire - All rights reserved.
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