Clean Seed to issue 3.98M shares for debt of $904,325

Executive Summary

• Clean Seed Capital Group Ltd. has entered into shares-for-debt transactions to extinguish $904,325.66 of accrued interest on promissory notes by issuing approximately 3.98 million common shares.
• The company amended four secured promissory notes totaling $1,060,500, extending the maturity date to December 31, 2026, and adjusting interest rates, in exchange for the issuance of 2,121,000 bonus share purchase warrants.
• The transactions involve insider participation and are subject to regulatory hold periods and TSX Venture Exchange acceptance.

Key Details

• Shares for Debt Transaction:
  • Total accrued interest extinguished: $904,325.66.
  • Total common shares issued: 3,984,399.
  • Tranche 1: 3,372,568 shares issued at $0.25 per share to settle $843,142.47 in debt.
  • Tranche 2: 611,831 shares issued at $0.10 per share to settle $61,183.19 in debt.
  • Interest settled represents cumulative accrued interest from note issuance dates up to September 30, 2025.
• Loan Amendments and Bonus Warrants:
  • Four secured promissory notes in the aggregate principal amount of $1,060,500 were amended.
  • Maturity Extension: Extended from December 31, 2025, to December 31, 2026.
  • Interest Rate Adjustments:
    • Two notes totaling $125,000: Rate reduced from 18% to 11% per annum.
    • One note of $25,000: Remained at 11% per annum.
    • One note of $910,500: Rate increased from 8% to 11% per annum.
  • Consideration: Issuance of 2,121,000 bonus share purchase warrants to the lender.
  • Warrant Terms: Each warrant entitles the holder to purchase one common share at $0.25 per share until December 31, 2026.
• Insider Participation:
  • Two insiders received 1,116,375 common shares at $0.25 per share to settle $279,093.97 in accrued interest.
  • One of these insiders also received 2,121,000 bonus warrants associated with the loan extensions.
  • The company relied on exemptions from valuation and minority shareholder approval requirements under Multilateral Instrument 61-101 (sections 5.5(b) and 5.7(1)(a)).
• Regulatory Conditions:
  • All securities are subject to a four-month-and-one-day regulatory hold period per TSX Venture Exchange rules.
  • Transactions are subject to acceptance by the TSX Venture Exchange.

Notable Quotes

• None provided in the text.