Clean Seed Capital to settle $750,000 debt with shares

Executive Summary

• Clean Seed Capital Group Ltd. has entered into a shares-for-debt transaction with JDS Farms Ltd., an entity controlled by insider Jason Schultz, to settle $750,000 in accounts payable.
• The company will issue 3,000,000 common shares at a price of $0.25 per share to satisfy the debt, which consists of accrued lease costs, agricultural equipment rental costs, and advisory fees.
• The transaction is subject to TSX Venture Exchange acceptance and disinterested shareholder approval at the upcoming Annual General Meeting scheduled for January 7, 2026.

Key Details

• Transaction Structure: Shares-for-debt settlement involving the issuance of 3,000,000 common shares.
• Consideration: $750,000 in accounts payable settled via equity issuance.
• Price Per Share: $0.25.
• Creditor/Counterparty: JDS Farms Ltd., controlled by insider Jason Schultz.
• Debt Components: Accrued lease costs, agricultural equipment rental costs, and advisory fees.
• Regulatory Exemptions: Relied on exemptions from valuation and minority shareholder approval requirements under Multilateral Instrument 61-101 (sections 5.5(b) and 5.7(1)(a)) due to insider participation.
• Securities Restrictions: All issued shares are subject to a regulatory hold period of four months and one day.
• Post-Transaction Ownership: Upon closing, Jason Schultz will hold 21,520,355 shares and 7,121,000 share purchase warrants.
• Ownership Percentage: Represents 18.4% of outstanding shares on an undiluted basis and 23.1% on a partially diluted basis.
• Total Outstanding Shares: Expected to reach 117,041,270 shares upon closing of this transaction and the previously disclosed $250,000 transaction from October 23, 2025.
• Approval Conditions: Requires disinterested shareholder approval at the Annual General Meeting on January 7, 2026, for (i) the creation of a new control person and (ii) the issuance of shares to settle a non-cash loan.

Notable Quotes

• None provided in the text.