News Release

Executive Summary

• Clean Seed Capital Group Ltd. is issuing a new secured convertible debenture of $330,000 principal, bearing 11% interest and maturing on December 31 2026.
• The issuance includes 500,000 detachable share purchase warrants (exercisable at $0.12 per share for one year) and the issuance of 500,000 shares at $0.10 each to extinguish $50,000 of accrued interest on the original debenture.
• All securities are subject to a four‑month‑plus‑one‑day regulatory hold period and closing is contingent upon TSX Venture Exchange approval.

Key Details

• Debenture Terms:
• Principal amount: $330,000
• Interest rate: 11% per annum
• Conversion price: $0.20 per common share (convertible at any time)
• Maturity date: December 31 2026

• Secured by a general charge over all Company assets and subsidiaries.

• Accrued Interest on Original Debenture:

• Total accrued interest as of Nov 30 2025: $96,525
• $50,000 of this accrued interest will be extinguished by issuing 500,000 shares at $0.10 per share (“Shares for Interest”).

• Remaining accrued interest payable at maturity.

• Warrants:

• Quantity: 500,000 detachable share purchase warrants
• Exercise price: $0.12 per common share

• Term: one year from issuance.

• Regulatory Hold & Closing Conditions:

• All securities (debenture, shares for interest, and warrants) subject to a four‑month‑plus‑one‑day hold period under TSX Venture Exchange rules and Canadian securities law.

• Closing contingent upon receipt of TSX Venture Exchange approval.

• Reference to Prior Issuance:

• The original $330,000 secured convertible debenture was issued in August 2022 (announced on Aug 24 2022) and matured in August 2025; the new issuance replaces it.

Notable Quotes

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

(No additional executive commentary provided in the release.)