News Release

Executive Summary

• Clean Seed Capital Group Ltd. executed a shares‑for‑debt transaction, issuing 3,984,399 common shares to extinguish $904,325.66 of accrued interest on its promissory notes.
• The company amended four secured promissory notes (total principal $1,060,500), extending maturity to Dec 31 2026 and adjusting interest rates; in exchange it will issue 2,121,000 bonus share purchase warrants at $0.25 per share.
• Insider participation is disclosed: two insiders receive 1,116,375 shares at $0.25 each for $279,093.97 of accrued interest and one insider receives the full 2,121,000 Bonus Warrants.

Key Details

• Shares‑for‑Debt Issuance
• 3,372,568 shares @ $0.25 per share to settle $843,142.47 of debt.
• 611,831 shares @ $0.10 per share to settle $61,183.19 of debt.
• Total Shares Issued for Debt: 3,984,399 common shares.

• Accrued Interest Extinguished: $904,325.66 (cumulative interest up to Sep 30 2025).

• Promissory Note Amendments (principal $1,060,500)

• Maturity extended from Dec 31 2025 → Dec 31 2026.

• Interest rate changes:

  • Two notes ($125,000 total) reduced from 18% to 11% per annum.
  • One note ($25,000) remains at 11% per annum.
  • One note ($910,500) increased from 8% to 11% per annum.

• Bonus Warrants Issuance

• 2,121,000 warrants granted to the lender as consideration for loan extensions.
• Each warrant allows purchase of one common share at $0.25 per share.

• Exercise period: until Dec 31 2026.

• Regulatory Hold Period – All securities issued (shares and warrants) subject to a four‑month‑and‑a‑day hold under TSX Venture Exchange rules.

• Insider Participation

• Two insiders receive 1,116,375 common shares @ $0.25 per share for $279,093.97 accrued interest.

• One insider receives the full 2,121,000 Bonus Warrants.

• Exemptions Relied Upon – The transaction utilizes MI 61‑101 exemptions (sections 5.5(b) and 5.7(1)(a)) to avoid valuation and minority shareholder approval requirements.

Notable Quotes

“Graeme Lempriere” – Chairman and CEO (signature on release).