Clean Seed Capital Group Announces Results of Annual General Meeting

Executive Summary

• Shareholders re‑elected four directors and reaffirmed MNP LLP as auditor at the AGM.
• The board approved a new Equity Incentive Plan authorizing up to 10 % of outstanding shares for stock options and another 10 % for various equity awards (RSUs, DSUs, etc.).
• Disinterested shareholders authorized the issuance of 5,500,000 common shares to insider Jason Schultz’s company (JDS Farms Ltd.) to settle non‑cash debts, creating a new “control person” who will hold >20 % of the Company on a partially diluted basis.

Key Details

• Director Elections: Graeme Lempriere, Gary Anderson, Glenn Gatcliffe and Dr. Ulrich Trogele were re‑elected.
• Auditor Reappointment: MNP LLP confirmed as auditor for the upcoming fiscal year.
• Equity Incentive Plan:
• “Rolling” stock option component – up to 10 % of issued & outstanding shares may be granted over time.
• Fixed equity compensation component – up to another 10 % of shares may be allocated as RSUs, DSUs, PSUs, SARs, or stock purchase rights.
• Maximum realizable shares (excluding options) capped at 11,154,127.
• Shares‑for‑Debt Transaction:
• Total of 5,500,000 common shares to be issued to JDS Farms Ltd. in exchange for settlement of accrued lease, equipment rental costs and advisory fees.
• Issue price: 2,500,000 shares at $0.10 per share (settling $250,000 debt) + 3,000,000 shares at $0.25 per share (settling $750,000 debt).
• Post‑transaction, Jason Schultz will hold >20 % of outstanding common shares on a partially diluted basis, triggering the need for disinterested shareholder approval for any further issuances that would increase his stake.
• Control Person Designation: Shareholder approval created a new “control person” under TSX‑V policy as a result of the above issuance.
• Regulatory Exemptions: The Company relied on MI 61‑101 exemptions (sections 5.5(b) and 5.7(1)(a)) to avoid valuation and minority‑shareholder approval requirements for this insider transaction.

Notable Quotes

“On behalf of the Board, I am pleased that shareholders have approved these important governance and capital structure initiatives, which position Clean Seed for continued growth and alignment with our strategic objectives.” – Graeme Lempriere, Chairman and CEO

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