News Release

Executive Summary

• Clean Seed Capital Group Ltd. amended all outstanding promissory notes (total principal $4,670,579), extending maturity to December 31 2026 and adjusting interest rates and security terms.
• As consideration, the company will issue 9,910,666 bonus share purchase warrants at $0.25 per share, exercisable for one year; two insiders receive 858,773 of these warrants.
• The amendments result in a new interest profile (majority at 11% p.a., one note at 12% p.a.) and re‑classification of $3,718,500 of notes as secured and $952,259 as unsecured.

Key Details

• Total Promissory Notes Amended: $4,670,579 (previous amendment on Oct 31 2025 covered $1,060,500).
• Maturity Extension: All notes now mature on December 31 2026.
• Interest Rate Adjustments:
• $1,933,000 – reduced from 18% to 11% p.a.
• $800,000 – increased from 8% to 11% p.a.
• Remaining notes ($3,893,500) bear 11% p.a.; one note of $777,259 bears 12% p.a.
• Security Re‑classification:
• Secured notes: $3,718,500 total principal.
• Unsecured notes: $952,259 total principal.
• Interest Extinguishment: $904,325.66 of accrued interest previously extinguished via issuance of common shares (Oct 31 2025 release).
• Bonus Warrants Issued: 9,910,666 warrants at $0.25 per share, non‑transferable, expiring November 21 2026; subject to a four‑month‑plus‑one‑day regulatory hold period on the TSX Venture Exchange.
• Insider Participation: Two insiders receive 858,773 of the bonus warrants under MI 61‑101 exemptions (valuation and minority shareholder approval).
• Previous Bonus Warrants: Additional 2,121,000 warrants issued per Nov 3 2025 release (separate from current issuance).
• Regulatory Acceptance: Loan amendments and warrant issuances are pending acceptance by the TSX‑V.

Notable Quotes

“On behalf of the Board” – Graeme Lempriere, Chairman and CEO.