August 7, 2019 - Vancouver, British Columbia - Clean Seed Capital Group Ltd. (“Clean Seed” or the “Company”) (TSX-V: CSX) announces a non-brokered private placement for 6,000,000 units of the Company (the "Units") at a price of $0.25 per Unit, for gross proceeds of CDN $1,500,000 (the "Offering"). Each Unit consists of one common share and one-half common share purchase warrant (a “Unit Warrant"). Each whole Unit Warrant will entitle the holder to purchase one common share of the Company for a period of 12 months from the closing date of the Offering at a price of $0.50 per share. The Company did not incur any finder’s fees in connection with the Offering.
The Company intends to use the proceeds of the Offering for the continued advancement of its SMART Seeder™ and related software and cloud technologies, business development activities and general working capital.
All securities to be issued pursuant to the Offering will be subject to approval of the TSX Venture Exchange (the “TSX-V”) and will be subject to a hold period of four months and a day in accordance with the rules and policies of the TSX-V and applicable Canadian securities laws, and such other further restrictions as may apply under foreign securities laws.
The Company has also negotiated an extension to repay a product repurchase obligation totaling $990,000 through the issuance of a promissory note and 1,980,000 bonus warrants (the “Bonus Warrant”). The promissory note will bear interest of 12% per annum, is unsecured and will mature on January 31, 2020. Each Bonus Warrant will entitle the holder to purchase one common share of the Company for a period of 6 months at a price of $0.50 per share. The Bonus Warrants will be subject to approval of the TSX-V and will be subject to a hold period of four months and a day in accordance with the rules and policies of the TSX-V and applicable Canadian securities laws.
Clean Seed also advises it has granted 200,000 options to Jim Walker, former CASE IH Vice President, former Vice President of Sales and Marketing for AGCO Corporation and currently a Director of Clean Seed. The options granted are exercisable into common shares of the Company at a price of $0.25 per share for a term of five years. Jim’s role within the Company will be expanding as we advance our M&A activities.
Clean Seed is enthusiastically pursuing M&A opportunities, expanding its digital platforms and moving towards strategic intellectual property acquisitions to accelerate our Smart Planter activities.
The Company also announces that it has been served with a complaint from Harvest International Inc. related to the terminated letter agreement between Harvest International Inc. and the Company (see Company’s update of April 16, 2019). The Company believes the claims have no merit and will defend itself to the fullest extent possible.
ON BEHALF OF THE BOARD
Chairman of the Board of Directors and Chief Executive Officer
About Clean Seed Capital Group Ltd.
The common shares of Clean Seed Capital Group Ltd. are listed on the TSX Venture Exchange and trade under the symbol "CSX".
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.
The CX-6 SMART Seeder™ is a revolutionary seeding tool that utilizes the unique synergy of sophisticated electronic metering and intuitive software control putting row-by-row six-meter 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 please contact Clean Seed at 604-566-9895 and visit our website at http://www.cleanseedcapital.com.
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.
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. 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. These assumptions include, but are not limited to, management’s assumptions about (i) receiving TSX Venture Exchange approval of the Offering and the Bonus Warrants, and (ii) the validity of the claims put forward by Harvest International Inc.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. 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.