May 13, 2014, Burnaby, British Columbia: Clean Seed Capital Group Ltd. (“Clean Seed” or the “Company”), (TSX-V:CSX) announces that it has entered into an engagement agreement with Industrial Alliance Securities Inc. (the “Agent”) to raise up to $5,000,000 by way of a best efforts private placement (the “Private Placement”). Proceeds of the Private Placement are for the marketing and commercialization of the world’s first smart seeder, the Clean Seed CX-6 SMART Seeder, as well as general corporate purposes.
The Private Placement will consist of the issuance of up to 8,333,333 units (“Units”) at a price of $0.60 per Unit (the “Unit Price”), subject to an over-allotment option, entitling the Agent to call upon the Corporation to issue an additional 1,250,000 Units, if mutually agreed by the Agent and the Corporation . Each Unit consists of one common share (a “Common Share”) and one common share purchase warrant (a “Warrant”). Each Warrant entitles the holder thereof to purchase one additional Common Share (a “Warrant Share”) of the Company at a price of $0.85 per Warrant Share for a period of one (1) year from the closing date of the Private Placement and at a price of $1.25 per Warrant Share for a period of two (2) years from the closing date of the Private Placement.
Subject to the President’s List described below, the Agent shall be entitled to (i) 8% in cash commission based on the aggregate number of Units sold pursuant to the Offering payable at Closing; and (ii) compensation warrants (the “Agent’s Compensation Warrants”) equal to 8% of an aggregate number of Units sold pursuant to the Offering. Each Agent’s Compensation Warrant entitles the Agent to purchase one Unit of the Company at the issue price of this Offering at any time prior to the date that is 18 months from the Closing Date.
The “President’s List” refers to a list of subscribers compiled by the Company as mutually agreed to by the Agent and the Company. The Company may add to the President’s List any leads, as mutually agreed to by the Agent and the Company, initiated by the Company for subscriptions of up to $2,000,000 in Units. These identified President’s List members would subscribe directly to the Company and not be included in the brokered closing. The Agent will be entitled to 4% cash compensation and 4% Agent’s Compensation Warrants based upon the aggregate number of Units sold to members of the Presidents List.
Graeme Lempriere, Chief Executive Officer of Clean Seed, states “Clean Seed is pleased to announce a brokered financing lead by Industrial Alliance Securities with lead investment banker Jeret Bode who grew up in a small town in Saskatchewan. We selected the firm and Mr. Bode, due to his academic background in science and agriculture as well as his firsthand knowledge working for companies such as Cargill and Syngenta. At Clean Seed we remain committed to working with groups that understand farming and have a track record raising capital out of the prairies. It is important for Clean Seed to capitalize and build the company with people that will ultimately be buying our Smart Seeders and share in our passion to pioneer change.“
All securities issued in connection with the Private Placement will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities law legislation.
About Clean Seed Capital Group
Clean Seed Capital Group Ltd is at the forefront of an agricultural shift to unparalleled high resolution seeding technologies. Clean Seed has developed an advanced precision no-till seeding system comprising several individually patented technologies, including in-ground openers, proprietary seed and fertilizer metering, and electronic control systems. Our most recent ground breaking achievement is also our most advanced and innovative to date: The award winning CX-6 SMART Seeder is an industry first!
The highly advanced CX-6 SMART Seeder is an important advancement in agriculture. The SMART Seeder offers an unrivaled level of precision in modern no-till seeding. This drill demonstrates the future of farming.
For further information please contact Clean Seed Capital at 604-566-9895 and visit our website at http://www.cleanseedcapital.com.
On Behalf of the Board,
Clean Seed Capital Group
Chief Executive Officer, President and Director
Neither the TSX Venture Exchange nor its 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 news release.