Clean Seed Capital Announces $1,250,000 Non-brokered Private Placement

Executive Summary

• Clean Seed Capital Group Ltd. completed a non‑brokered private placement of 12,500,000 units at $0.10 per unit, raising CDN $1.25 million in gross proceeds.
• The company also negotiated a shares‑for‑debt transaction issuing 2,500,000 common shares at $0.10 each to settle $250,000 of non‑cash payables.
• Proceeds will be used for working capital, inventory purchases, and debt extinguishment; the offering is subject to TSX‑V acceptance and a four‑month regulatory hold period.

Key Details

• Units Offered: 12,500,000 units (each unit = 1 common share + 1 warrant).
• Pricing: $0.10 per unit; gross proceeds of CDN $1,250,000.
• Warrant Terms: One‑year exercise period; exercise price $0.25 per share.
• Use of Proceeds: Working capital, purchase of inventory, and extinguishment of debt.
• Shares‑for‑Debt Transaction: 2,500,000 common shares at $0.10 per share to settle $250,000 of accrued lease, equipment rental, and advisory fee liabilities.
• Regulatory Hold: All securities issued are subject to a four‑month plus one day hold period under TSX Venture Exchange rules.
• Insider Participation: An insider purchased 5,000,000 units in the private placement and will receive the 2,500,000 shares from the Shares‑for‑Debt transaction.
• Exemptions Relied Upon: MI 61‑101 sections 5.5(b) and 5.7(1)(a) for valuation and minority shareholder approval requirements.
• Closing Conditions: Offering closes upon TSX‑V acceptance; Shares‑for‑Debt closes after disinterested shareholder approval at the AGM scheduled for late November 2025.

Notable Quotes

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

Materiality Assessment: Material – Positive (significant financing that provides liquidity for operations and reduces debt).