Clean Seed issues one debenture to replace another

Executive Summary

• Clean Seed Capital Group Ltd. is issuing a new secured convertible debenture with a principal amount of $330,000 to replace a previous debenture that matured in August 2025.
• The transaction includes the issuance of 500,000 detachable share purchase warrants and 500,000 common shares issued to extinguish a portion of accrued interest from the original debenture.
• The new debenture carries an 11% interest rate, matures on December 31, 2026, and is secured by a general charge against all company assets and subsidiaries.

Key Details

• Debenture Principal: $330,000.
• Interest Rate: 11% per annum.
• Maturity Date: December 31, 2026.
• Security: Secured by a general charge against all assets of the company and its subsidiaries.
• Conversion Terms: Convertible into common shares at a price of 20 cents per share; convertible by the holder at any time.
• Warrants: 500,000 detachable share purchase warrants issued in connection with the debenture.
  • Exercise Price: 12 cents per share.
  • Term: One year.
  • Ratio: One warrant exercisable into one common share.
• Interest Extinguishment:
  • Total accrued interest on the original debenture as of November 30, 2025: $96,525.
  • The company is issuing 500,000 common shares at a price of 10 cents per share to extinguish $50,000 of this accrued interest.
  • The remaining balance of accrued interest is due at maturity.
• Regulatory Conditions:
  • All securities (debenture, shares for interest, and warrants) are subject to a four-month-and-one-day regulatory hold period under TSX Venture Exchange rules.
  • Closing is subject to receipt of TSX Venture Exchange approval.
• Background: The original debenture was issued in August 2022 (announced August 24, 2022).