October 23, 2025 – Vancouver, British Columbia – Clean Seed Capital Group Ltd. (“Clean Seed” or the “Company”) (NEX: CSX.H) announces it has completed a non-brokered private placement of 12,500,000 units of the Company (the "Units") at a price of $0.10 per Unit, for gross proceeds of CDN $1,250,000 (the "Offering"). Each Unit consists of one common share of the Company and one share purchase warrant (the "Warrant"). Each Warrant entitles the holder, on exercise, to purchase one common share for a period of 12 months following the closing date of the Offering at the exercise price of $0.25 per share.
Proceeds of the Offering will be used for working capital purposes, purchase of inventory, and extinguishment of debt. There are no finder’s fees in connection with the Offering.
The Company has also negotiated a shares-for-debt transaction with one creditor whereby the Company shall issue 2,500,000 common shares of the Company at a price of $0.10 per share to settle $250,000 of non-cash payables pertaining to an accrued lease, agricultural equipment rental costs and advisory fees (the “Shares for Debt”).
All securities to be issued pursuant to the Offering and Shares for Debt 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.
An insider of the Company purchased an aggregate of 5,000,000 Units in the Offering and will receive the 2,500,000 common shares pursuant to the Shares for Debt. 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.
Each of the Offering and Shares for Debt are subject to the acceptance of the TSX-V. Upon TSX-V acceptance the Company will close the Offering. The Shares for Debt will close upon receipt of disinterested shareholder approval to the issuance of shares to settle a non-cash loan, at the Company’s Annual General Meeting scheduled for late November 2025.
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.
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. 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 funds raised will be used in the manner described. 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.