News Release

Executive Summary

• Clean Seed Capital Group Ltd. will issue 3,000,000 common shares at $0.25 per share to settle $750,000 of accrued lease, equipment rental, and advisory fees owed to creditor JDS Farms Ltd.
• The transaction follows a prior $250,000 shares‑for‑debt deal disclosed on October 23 2025; combined, the two deals will increase insider Jason Schultz’s holdings to 21,520,355 shares plus 7,121,000 warrants (≈18.4% of outstanding shares undiluted).
• Closing is contingent on TSX‑V acceptance and shareholder approval at the Annual General Meeting scheduled for January 7 2026; issued securities will be subject to a four‑month‑plus regulatory hold period.

Key Details

• Shares Issued: 3,000,000 common shares
• Issue Price: $0.25 per share (aggregate value $750,000)
• Purpose: Settlement of accounts payable for accrued lease costs, agricultural equipment rental costs, and advisory fees.
• Creditor/Counterparty: JDS Farms Ltd., controlled by an insider of Clean Seed.
• Related Prior Transaction: October 23 2025 shares‑for‑debt transaction for $250,000 (same creditor).
• Insider Beneficiary: Jason Schultz – will hold 21,520,355 shares and 7,121,000 share purchase warrants post‑closing.
• Ownership Impact: ~18.4% of outstanding shares on an undiluted basis; ~23.1% assuming full exercise of warrants.
• Regulatory Hold: Four months and one day per TSX Venture Exchange rules and applicable Canadian securities laws.
• Exemptions Relied Upon: MI 61‑101 sections 5.5(b) and 5.7(1)(a) – valuation and minority shareholder approval exemptions for insider participation.
• Closing Conditions: Acceptance by the TSX‑V and receipt of disinterested shareholder approvals at the AGM (January 7 2026) for creation of a new control person and issuance of shares to settle a non‑cash loan.

Notable Quotes

“ON BEHALF OF THE BOARD – Graeme Lempriere, Chairman and CEO”

Materiality Assessment: Material – Positive (the transaction materially alters the capital structure, reduces debt, and significantly increases insider ownership.)