June 27, 2025 – Vancouver, British Columbia – TheNewswire - Clean Seed Capital Group Ltd. (“Clean Seed” or the “Company”) (NEX: CSX.H) is pleased to announce that it has received the acceptance of the TSX Venture Exchange (the “Exchange”) to the reinstatement of trading of the Company’s common shares on or about July 3, 2025.

 

Clean Seed’s common shares were suspended from trading on January 8, 2024 upon a cease trade order (CTO) being issued against the Company by the British Columbia Securities Commission (BCSC).  As previously announced, the CTO was rescinded on June 10, 2025 upon the Company filing all outstanding financial statements and corresponding MD&A and certifications.

 

As a condition of being granted the CTO rescission order, the Company has undertaken to call and hold an annual general meeting (a “AGM”) of its shareholders within three (3) months of the CTO being revoked.  The Company has not held an AGM since December 2022 and is not in compliance with applicable corporate law and Exchange requirements to hold an AGM within 15 months following its AGM in December 2022. As a result the Company will be placed on a 90-day Exchange Notice pursuant to Exchange Policy 3.2, Section 4.1. The Company expects to hold an AGM in September at which shareholders will be asked to review the past two years of audited financial statements, appoint the Company’s auditors for the fiscal year ending June 30, 2025, appoint directors, and approve the Company’s equity incentive plan. The Company’s expected AGM in September will rectify the deficiencies noted, including the Exchange Notice.

 

In conjunction with the Company’s application for reinstatement of trading, Clean Seed is providing the following corporate update and information:

• The Company recently filed its audited financial statements for the fiscal years ended June 30, 2023 and 2024, and all interim statements up to March 31, 2025. 

• The Company’s board of directors currently consists of: 

Director	Title
Graeme Lempriere	Chairman and CEO
Gary Anderson	Independent Director
Dr. Ulrich Trogele	Independent Director
Glenn Gatcliffe	Independent Director

• The Company has the following securities outstanding: 95,056,869 common shares; and 500,000 incentive stock options exercisable at $0.40 per share until January 31, 2026.  There are no warrants or other convertible securities outstanding other than the convertible notes referenced below. 

• The Company has an aggregate of $2,100,000 of loans owing to various government related entities, all of which is past due.  The Company is seeking to renegotiate payment terms for such debt. 

• The Company has an aggregate of $5,903,000 of outstanding promissory notes, consisting of principal of $4,671,000 and accrued interest of $1,232,000, as listed in Schedule “A”. 

• The Company has an aggregate of $762,000 of outstanding convertible notes, consisting of principal of $630,000 and accrued interest of $132,000, as listed in Schedule “A” hereto.  

• As disclosed in Note 19 of the Company’s audited financial statements for the year ended June 30, 2024 and in Note 16 of its interim financial statements as at March 31, 2025, the Company was served a complaint in 2021 from a past manufacturer related to services rendered in 2018 in the amount of $1,613,000 plus interest, costs and other just amounts. The Company issued a response to the manufacturer which included its assessment of damages caused by the manufacturer against the Company. The manufacturer did not pursue the claim further after receiving the Company’s response. The Company has not pursued the matter further. Consequently, the Company did not consider the filing of the claim a material event.  There has been no correspondence on the matter since 2021.  

• As at March 31, 2025 the Company had a net working capital deficit of $13,526,064. 

 

The Company is currently evaluating alternatives to raise additional funds, in conjunction with assessing business opportunities, in order to remedy its net working capital deficit and provide sufficient funding for the ensuing twelve months and beyond.  The Company will seek to secure a combination of debt and equity financing which may include restructuring certain loans, convertible debentures and promissory notes. There is no assurance that future financing will be sufficient to sustain operations or that the Company.

ON BEHALF OF THE BOARD

“Graeme Lempriere”

Chairman and CEO

 

About Clean Seed Capital Group Ltd.

 

We are a team of innovators and business management professionals with a proven track record of game changing innovation and production of patented agricultural technologies at an incredibly high level. We pride ourselves as progress facilitators that turn solutions for modern agricultural problem into commercially viable products to fulfill new demand.

 

Clean Seed’s SMART Seeder technologies are revolutionary seeding tools that utilize the unique synergy of sophisticated electronic metering and intuitive software control putting row-by-row variable rate technology at the forefront of agricultural innovation.  Our innovations create a new class of highly accurate seeding equipment designed specifically for today’s farmer.

 

For further information regarding this news release, please contact Graeme Lempriere, Chairman and Chief Executive Officer at 604-619-1346. Further information regarding Clean Seed, 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.

 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION:

This news release includes certain “forward-looking statements” as defined under applicable Canadian securities legislation. All information and statements contained herein that are not clearly historical in nature constitute forward-looking information, and the words “anticipate”, “estimate”, “believe”, “continue”, “could”, “expects”, “intend”, “plans”, "postulates", "predict", “will”, “may” or similar expressions suggesting future conditions or events or the negative of these terms are generally intended to identify forward-looking information. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Specifically, there is no assurance that (i) Clean Seed will be able to raise any funding for use toward its business operations, (ii) Clean Seed will be able to renegotiate the terms of its outstanding debt in a manner satisfactory to it, or at all, (iii) a stable market will develop for trading in its shares once reinstated for trading on or about July 3, 2025.  Clean Seed disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

Schedule “A”

1. Listing of Promissory Notes Outstanding 

Maturity Date	Interest Rate	Principal ($)	Accrued Interest ($)	Amount Outstanding ($)
August 2025	18%	175,000	28,000	203,000
December 2025	11%	50,000	8,000	58,000
December 2025	11%	50,000	8,000	58,000
December 2025	11%	25,000	4,000	29,000
December 2025	12%	777,000	194,000	971,000
December 2025	8%	910,000	229,000	1,139,000
December 2025	8%	800,000	218,000	1,018,000
December 2025	18%	800,000	277,000	1,077,000
December 2025	18%	203,000	71,000	274,000
December 2025	18%	200,000	69,000	269,000
December 2025	18%	50,000	17,000	67,000
December 2025	18%	100,000	34,000	134,000
December 2025	18%	200,000	50,000	250,000
December 2025	18%	50,000	10,000	60,000
December 2025	18%	50,000	4,000	54,000
December 2025	18%	51,000	4,000	55,000
January 2026	18%	25,000	2,000	27,000
January 2026	18%	10,000	1,000	11,000
February 2026	18%	25,000	1,000	26,000
February 2026	18%	20,000	1,000	21,000
April 2026	18%	100,000	2,000	102,000
		4,671,000	1,232,000	5,903,000

 

1. Listing of Convertible Debentures Outstanding 

Maturity Date	Interest Rate	Principal ($)	Accrued Interest ($)	Amount Outstanding ($)	Conversion Price
August 2025	9%	330,000	82,000	412,000	$0.20 per share
August 2027	8%	300,000	50,000	350,000	Note 1
		630,000	132,000	762,000

        Note 1

The debenture is convertible at the greater of (i) $0.30 per share or (ii) the market price of common shares of the Company, discounted by 30%, to a maximum of $0.60 per share.