Clean Seed Capital amends promissory notes

Executive Summary

• Clean Seed Capital Group Ltd. has amended all outstanding promissory notes totaling $4,670,579, extending the maturity date to December 31, 2026.
• The restructuring involves significant modifications to interest rates and security positions, including the extinguishment of $904,325.66 in accrued interest via the issuance of common shares.
• As consideration for the amendments, the company issued 9,910,666 non-transferable bonus share purchase warrants to noteholders, with two insiders receiving a portion of these warrants.

Key Details

• Total Principal Amended: $4,670,579 in aggregate promissory notes.
• Maturity Date: Extended to December 31, 2026.
• Interest Rate Modifications:
  • $1,933,000 of notes had interest rates decreased from 18% to 11% per annum.
  • $800,000 of notes had interest rates increased from 8% to 11% per annum.
  • $35,000 of notes were granted general security interests in company assets.
• Post-Amendment Interest Structure:
  • $3,893,500 bears interest at 11% per annum.
  • $777,259 bears interest at 12% per annum.
  • Interest is payable upon maturity.
• Interest Extinguishment: $904,325.66 in accrued interest was extinguished through the issuance of common shares (previously announced Oct 31, 2025).
• Security Classification:
  • $3,718,500 of notes are now secured.
  • $952,259 of notes remain unsecured.
• Warrant Issuance:
  • 9,910,666 bonus share purchase warrants issued to noteholders.
  • Exercise Price: $0.25 per share.
  • Term: One year from issuance, expiring November 21, 2026.
  • Transferability: Non-transferable.
  • These are separate from the 2,121,000 warrants issued on November 3, 2025.
• Insider Participation:
  • Two insiders received 858,773 bonus warrants.
  • Exemptions from Multilateral Instrument 61-101 valuation and minority shareholder approval requirements were relied upon.
• Regulatory Conditions: Subject to acceptance by the TSX Venture Exchange; securities subject to a 4-month and 1-day regulatory hold.

Notable Quotes

• None provided in the text.