October 31, 2025 – TheNewswire - Vancouver, British Columbia – Clean Seed Capital Group Ltd. (“Clean Seed” or the “Company”) (NEX: CSX.H) announces it has negotiated shares-for-debt transactions whereby the Company shall issue 3,984,399 common shares of the Company to extinguish $904,325.66 of accrued interest on certain of its promissory notes outstanding (the “Shares for Debt”). Specifically, the Company shall issue i) 3,372,568 shares at a price of $0.25 per share to settle debts of $843,142.47 and 2) 611,831 shares at a price of $0.10 per share to settle debts of $61,183.19. The interest settled hereunder represents the cumulative interest accrued from the date of issuance of the respective promissory notes up to September 30, 2025.

 

The Company has also amended four secured promissory notes in the principal amount of $1,060,500, held by one lender whereby the i) maturity date of the promissory notes will be extended from December 31, 2025, to December 31, 2026 ii) interest rate of two promissory notes in the aggregate principal amount of $125,000 will be reduced from 18% per annum to 11% per annum, while one promissory note of $25,000 will remain at 11% interest per annum and iii) interest rate of a promissory note in the principal amount of $910,500 will be increased from 8% per annum to 11% per annum (collectively these are the “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 entitle the 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 for Debt and Bonus Warrants will be subject to a regulatory hold period of four months and a day in accordance with the rules and policies of the TSX Venture Exchange and applicable Canadian securities laws, and such other further restrictions as may apply under foreign securities

 

Two insiders will receive 1,116,375 common shares at a price of $0.25 per share to settle accrued interest of $279,093.97 pursuant to the Shares for Debt. One of these insiders will receive 2,121,000 Bonus Warrants pursuant to the Loan Extensions. The Company has relied on the exemptions from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101 in respect of such Insider Participation.

 

The Shares for Debt, Loan Extensions and Bonus Warrants are 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 company accelerating the commercialization of its award-winning, internationally patented SMART Seeder™ technologies. Designed for real-world conditions and backed by independent field trials, these tools significantly reduce fertilizer usage while supporting higher crop performance and overall farm profitability.

 

At the heart of Clean Seed’s offering is the SMART Seeder™ system—a breakthrough in precision seeding that combines advanced electronic metering with intuitive software control. Its ability to deliver row-by-row variable rate inputs positions it as a leading innovation in the next generation of sustainable farming.

Clean Seed is partnered with Mahindra, the world’s largest tractor manufacturer by volume, strengthening its global path to market and large-scale adoption.

 

The common shares of Clean Seed Capital Group Ltd. are listed on the NEX branch of the TSX Venture Exchange and trade under the symbol "CSX.H".

 

For further information please contact Clean Seed at info@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 is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

 

This press release is not an offer or a solicitation of an offer of securities for sale in the United States. The common shares of Clean Seed Capital Group Ltd. have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration.