Clean Seed Capital Negotiates Shares-for-Debt Transaction
Vancouver, British Columbia — November 8, 2025 — Leads & Copy — Clean Seed Capital Group Ltd. (NEX: CSX.H) has negotiated a shares-for-debt transaction to settle $750,000 of accounts payable. The company will issue 3,000,000 common shares at a price of $0.25 per share.
The accounts payable pertain to accrued lease costs, agricultural equipment rental costs and advisory fees. The transaction is with the same creditor involved in the shares-for-debt transaction disclosed on October 23, 2025, which totaled $250,000. The creditor is JDS Farms Ltd., a company controlled by an insider of Clean Seed Capital Group Ltd.
The securities issued will be subject to a regulatory hold period of four months and a day, following the rules and policies of the TSX Venture Exchange and Canadian securities laws. Further restrictions may apply under foreign securities laws.
As an insider of the company will receive the 3,000,000 shares, Clean Seed Capital Group Ltd. has relied on exemptions from valuation and minority shareholder approval requirements outlined in Multilateral Instrument 61-101, sections 5.5(b) and 5.7(1)(a). The insider receiving the shares is Jason Schultz.
Upon closing of this transaction and the one disclosed on October 23, 2025, there will be 117,041,270 shares outstanding. Mr. Schultz will hold 21,520,355 shares and 7,121,000 share purchase warrants, representing 18.4% of outstanding shares on an undiluted basis and 23.1% on a partially diluted basis (assuming exercise of all share purchase warrants).
The shares for debt transaction, and the transaction disclosed on October 23, 2025, is subject to the acceptance of the TSX-V. This transaction will close upon receipt of disinterested shareholder approval at the Company’s Annual General Meeting scheduled for January 7, 2026, to (i) the creation of a new control person, and (ii) the issuance of shares to settle a non-cash loan.
Clean Seed is an agricultural technology company focused on commercializing its SMART Seeder™ technologies. These technologies aim to reduce fertilizer usage and improve crop performance. The SMART Seeder™ system uses electronic metering and software control to deliver variable rate inputs. Clean Seed is partnered with Mahindra, a tractor manufacturer.
Clean Seed Capital Group Ltd.’s common shares are listed on the NEX branch of the TSX Venture Exchange under the symbol “CSX.H”.
This press release does not constitute an offer to sell securities in the United States, and the shares have not been registered under the U.S. Securities Act of 1933.
Forward-looking statements are based on estimates and assumptions, and actual results may differ. There is no assurance that Clean Seed will obtain shareholder approval for the shares-for-debt transaction. The company disclaims any obligation to update forward-looking statements except as required by law.
Graeme Lempriere, Chairman and CEO, can be reached at glempriere@cleanseedcapital.com.
Source: Clean Seed Capital Group Ltd.
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