SEDAR Interim Financial Statements

Condensed Consolidated Interim Financial Statements For the six months ended December 31, 2025 and 2024 Expressed in Canadian Dollars (Unaudited – Prepared by Management) Contents Management’s Responsibility for Financial Statements 2 Condensed Consolidated Interim Financial Statements Condensed Consolidated Interim Statements of Financial Position 3 Condensed Consolidated Interim Statements of Comprehensive Income (Loss) 4 Condensed Consolidated Interim Statements of Changes in Equity 5 Condensed Consolidated Interim Statements of Cash Flows 6 Notes to the Condensed Consolidated Interim Financial Statements 7 – 31 2 MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL STATEMENTS The accompanying unaudited condensed consolidated interim financial statements, and accompanying notes, of Clean Seed Capital Group Ltd. for the six months ended December 31, 2025 and 2024 have been prepared by management and approved by the Company’s Audit Committee and Board of Directors. Under National Instrument 51-102, Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the condensed consolidated interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor. The accompanying unaudited condensed consolidated interim financial statements of the Company have been prepared by and are the responsibility of the Company’s management. The Company’s independent auditor has not performed a review of these condensed consolidated interim financial statements in accordance with the standards established by the Chartered Professional Accountants of Canada for a review of the condensed consolidated interim financial statements by an entity’s auditor. /s/ Graeme Lempriere /s/ Steven Brassard Graeme Lempriere, Chief Executive Officer Steven Brassard, Chief Financial Officer Vancouver, British Columbia, Canada Vancouver, British Columbia, Canada March 2, 2026 March 2, 2026 The accompanying notes are an integral part of these condensed consolidated interim financial statements. 3 Clean Seed Capital Group Ltd. Condensed Consolidated Interim Statements of Financial Position (Expressed in Canadian Dollars) Notes As at December 31, 2025 As at June 30, 2025 (unaudited) ASSETS Current Assets Cash and cash equivalents 5 $ 638,409 $ 13,700 Receivables 42,982 27,970 Prepaid expenses and deposits 128,871 34,579 Inventories 175,286 8,127 Total current assets 985,548 84,376 Non-current Assets Property and equipment 7 36,036 38,488 Intellectual property 6 8,000,219 8,409,679 Interests in Joint Venture 8 3,614,133 3,751,633 Total non-current assets 11,650,388 12,199,800 TOTAL ASSETS $ 12,635,936 $ 12,284,176 LIABILITIES Current Liabilities Accounts payable and accrued liabilities 9 $ 4,542,677 $ 4,279,872 Due to related parties 14c 1,438,710 1,399,990 Loans payable 10, 14c 4,888,915 7,941,729 Convertible debentures 11 754,253 828,211 Total current liabilities 11,624,555 14,449,802 Non-current Liabilities Loans payable 10 1,594,777 - TOTAL LIABILITIES 13,219,332 14,449,802 SHAREHOLDERS' EQUITY (DEFICIENCY) Share capital 12 30,631,673 29,174,306 Contributed surplus 13b 3,567,111 3,103,435 Deficit (34,782,180) (34,443,367) TOTAL SHAREHOLDERS' EQUITY (DEFICIENCY) (583,396) (2,165,626) TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIENCY) $ 12,635,936 $ 12,284,176 Ability to Continue as a Going Concern (Note 2d) Commitments and Contingencies (Note 16) Subsequent Events (Note 17) Approved on behalf o --- f the Board: /s/ Graeme Lempriere /s/ Gary Anderson Director Director The accompanying notes are an integral part of these condensed consolidated interim financial statements. 4 Clean Seed Capital Group Ltd. Condensed Consolidated Interim Statements of Comprehensive Income (Loss) (Unaudited – Expressed in Canadian Dollars) Three Months Ended December 31, Six Months Ended December 31, 2025 2024 2025 2024 Operating expenses Amortization of intellectual property (Note 6) $ 270,000 $ 262,000 $ 538,000 $ 521,000 Depreciation of property and equipment (Note 7) - 2,457 - 48,763 Foreign exchange loss 7,500 10,226 - 7,265 Interest (Notes 10, 11 and 14b) 279,264 246,576 538,546 480,784 Office and miscellaneous 39,326 19,190 46,839 58,503 Personnel 207,710 126,464 257,298 260,435 Premises - 53,294 - 57,149 Professional 97,230 28,465 100,448 85,547 Research and development (recovery) 92,412 58,026 62,996 112,879 Share-based compensation (Note 13b) - 1,115 - 2,230 Share of loss from equity accounted investment (Note 8) 69,000 68,500 137,500 137,000 Travel and trade shows 56,419 3,723 56,419 10,035 (1,118,861) (880,036) (1,738,086) (1,781,590) Other items Gain on settlement of debt (Notes 10, 11, 12b and 14b) 495,886 - 495,886 - Gain on modification of debt (Notes 10,11 and 14b) 901,052 - 901,052 - 1,396,938 - 1,396,938 - Net income (loss) and comprehensive income (loss) for the period $ 278,077 $ (880,036) $ (341,148) $ (1,781,590) Basic and diluted income (loss) per share $ 0.00 $ (0.01) $ (0.00) $ (0.02) Weighted average number of common shares outstanding 107,019,860 95,056,869 101,038,364 95,056,869 The accompanying notes are an integral part of these condensed consolidated interim financial statements. 5 Clean Seed Capital Group Ltd. Condensed Consolidated Interim Statements of Changes in Equity (Unaudited – Expressed in Canadian Dollars) Share Capital Contributed Surplus Deficit Total Number Amount Balance, June 30, 2024 95,056,869 $ 29,174,306 $ 3,100,490 $ (30,997,192) $ 1,277,604 Share-based compensation (Note 13b) - - 2,230 - 2,230 Net loss for the period - - - (1,781,590) (1,781,590) Balance, December 31, 2024 95,056,869 29,174,306 3,102,720 (32,778,782) (501,756) Share-based compensation (Note 13b) - - 715 - 715 Net loss for the period - - - (1,664,585) (1,664,585) Balance, June 30, 2025 95,056,869 29,174,306 3,103,435 (34,443,367) (2,165,626) Shares issued for cash (Note 12b) 12,500,000 1,000,000 250,000 - 1,250,000 Shares issued for debt (Note 10 and 11) 4,484,399 458,440 - - 458,440 Share issuance costs - (1,073) - - (1,073) Warrants issued with modification of debt (Note 13b) - - 221,714 - 221,714 Modification of convertible debentures (Note 11) - - (8,038) 2,335 (5,703) Net loss for the period - - - (341,148) (341,148) Balance, December 31, 2025 112,041,268 $ 30,631,673 $ 3,567,111 $ (34,782,180) $ (583,396) The accompanying notes are an integral part of these condensed consolidated interim financial statements. 6 Clean Seed Capital Group Ltd. Condensed Consolidated Interim Statements of Cash Flows (Unaudited – Expressed in Canadian Dollars) Six Months Ended December 31, 2025 2024 Cash flows used in operating activities Net loss for the period $ (341,148) $ (1,781,590) Adjustments for items not affecting cash Amortization of intellectual property 538,000 521,000 Depreciation of property and equipment 2,452 48,763 Foreign exchange (8,713) - Share of loss from equity accounted investment 137,500 137,000 Interest accretion and expense --- 558,176 480,782 Share-based compensation - 2,230 Gain on settlement of debt (495,886) - Gain on modification debt (901,052) - Other items (109,000) 4,162 Changes in non-cash working capital items Receivables (15,012) (17,989) Prepaid expenses and deposits (94,292) (9,827) Inventories (167,159) - Accounts payable 314,223 217,794 Due to related parties 48,244 154,355 (533,667) (243,320) Cash flows from financing activities Proceeds from subscriptions without issuing shares 1,250,000 - Share issuance costs (1,073) Proceeds from loans payable - 276,575 1,248,927 276,575 Cash used in investing activity Development of intellectual property (90,551) (14,828) (90,551) (14,828) Increase in cash and cash equivalents for the period 624,709 18,427 Effect of exchange rates on cash and cash equivalents - 33 Cash and cash equivalents, beginning of period 13,700 31,315 Cash and cash equivalents, end of period $ 638,409 $ 49,775 Cash and cash equivalents Cash $ 638,409 $ 38,106 Redeemable guaranteed investment certificates - 11,669 $ 638,409 $ 49,775 Supplemental Cash Flow Information (Note 15) Clean Seed Capital Group Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended December 31, 2025 and 2024 (Unaudited – Expressed in Canadian Dollars, unless otherwise stated) 7 1. CORPORATE INFORMATION Clean Seed Capital Group Ltd. (the “Company” or “Clean Seed”) was incorporated under the British Columbia Business Corporations Act on January 28, 2010. The common shares of Clean Seed are listed on the NEX branch of the TSX Venture Exchange (“TSX-V”) and trade under the symbol "CSX.H". The Company’s primary business is the design and development of products from its SMART Seeder technology, which was developed from its portfolio of intellectual property. The Company operates in one segment, the agriculture equipment industry. All of the Company’s assets are in Canada except as indicated in Note 7. The Company has entered into a worldwide technology license agreement for its Mini-MAXTM (“Mini-MAX”) product line, whereby it can also purchase and distribute Mini-MAX units into certain regions. The Company is a party to a joint venture (the “Joint Venture”) with 1240097 B.C. Unlimited Liability Company (“Norwood”) to commercialize new seeding and hybrid planting equipment for the North American market, including the SMART Seeder MAXTM (“SMART Seeder”) product line (Note 8). The address of the Company’s registered office and principal place of business is 733 Seymour Street, Unit 2900, Vancouver, British Columbia V6B 0S6. 2. BASIS OF PREPARATION a) Statement of Compliance The condensed consolidated interim financial statements of the Company as at December 31, 2025 and for the six months then ended, including comparatives, have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting using accounting policies consistent with IFRS® Accounting Standards as issued by the International Accounting Standards Board (IASB). These condensed consolidated interim financial statements have been prepared on the basis of and using accounting policies, methods of computation and presentation consistent with those applied in the audited annual consolidated financial statements as at June 30, 2025 and for the year then ended. The condensed consolidated interim financial statements do not include all the information required for full annual consolidated financial statements. On March 2, 2026, the Company’s --- Board of Directors approved and authorized these condensed consolidated interim financial statements for issue. b) Basis of Measurement These condensed consolidated interim financial statements have been prepared on a historical cost basis, except for financial instruments that are stated at fair value. The condensed consolidated interim financial statements are presented in Canadian dollars and all values are rounded to the nearest dollar, unless otherwise indicated. c) Use of Estimates and Judgments The preparation of these condensed consolidated interim financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, revenues and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances. These estimates and assumptions form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision, and further periods, if the revision affects both current and future periods. Clean Seed Capital Group Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended December 31, 2025 and 2024 (Unaudited – Expressed in Canadian Dollars, unless otherwise stated) 8 2. BASIS OF PREPARATION (continued) c) Use of Estimates and Judgments (continued) Judgments made by management in the application of IFRS that have a significant effect on the condensed consolidated interim financial statements, and estimates with a significant risk of material adjustment in the current and following fiscal years are discussed in Note 4. d) Ability to Continue as a Going Concern These condensed consolidated interim financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates the realization of its assets and satisfaction of its liabilities in the normal course of business for at least the next twelve months. The Company is commercializing its intellectual property through a technology license agreement, distribution agreements and its Joint Venture. The Company has never achieved profitable operations from the sale of its planting or seeding products. The Company’s primary asset remains its intellectual property portfolio. The underlying value of the intellectual property is dependent upon the Company’s ability to i) generate future profitable business operations based upon that intellectual property, and ii) pay its obligations arising from business operations as they come due. While these condensed consolidated interim financial statements have been prepared on the assumption that the Company is a going concern and will be able to realize its assets and meet its obligations in the normal course of operations for at least the next twelve months, the following conditions and events indicate the existence of material uncertainties that cast significant doubt on the validity of that assumption: • as at December 31, 2025, the Company has an accumulated deficit of $34,782,180; • the Company has incurred a loss of $3 --- 41,148 for the six months ended December 31, 2025; • the Company has net cash flows used in operating activities of $533,667 for the six months ended December 31, 2025; • the Company has a history of losses from operations; and • the Company has a net working capital deficit of $10,639,433. The Company’s ability to continue as a going concern is dependent upon management’s forecasts and/or initiatives being realized through the sale of its products. To satisfy its liabilities in the normal course of operations until that time and to meet the anticipated cash requirements for working capital and capital expenditures as required, the Company will need to secure financing through a combination of licensing of its technologies, the acquisition of profitable operations, future equity issuances, future debt issuances, asset sales or a combination thereof. The Company is currently evaluating options to raise additional funds, in conjunction with assessing business opportunities, in order to secure funding for the ensuing twelve months and beyond. There is no assurance that future financing will be sufficient to sustain operations until such time that the Company can generate sufficiently profitable operations to realize its assets and satisfy its liabilities in the normal course of operations as they come due. Clean Seed Capital Group Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended December 31, 2025 and 2024 (Unaudited – Expressed in Canadian Dollars, unless otherwise stated) 9 2. BASIS OF PREPARATION (continued) e) Subsidiaries In addition to the Company, the condensed consolidated interim financial statements include its subsidiaries. Subsidiaries are all corporations over which the Company is able, directly or indirectly, to control financial and operating policies, which is the authority usually connected with holding the majority of the voting rights. Subsidiaries are fully consolidated from the date on which the Company acquires control. They are de-consolidated from the date that control by the Company ceases. f) Consolidation Principles The subsidiaries of the Company are as follows: Portion of Ownership Interest and Voting Power Held Name of Subsidiary Principal Activity Fiscal Year-End Place of Incorporation and Operation December 31, 2025 June 30, 2025 Clean Seed Agricultural Technologies Ltd. Agriculture Equipment June 30 British Columbia, Canada 100% 100% Seed Sync Systems Ltd. Software Development June 30 British Columbia, Canada 100% 100% Assets, liabilities, revenues and expenses of the subsidiaries are recognized in accordance with the Company’s accounting policies. Intercompany transactions are eliminated at consolidation. In addition to the subsidiaries listed, the Company holds interests in a Joint Venture (Note 10). 3. SUMMARY OF MATERIAL ACCOUNTING POLICIES A complete summary of material accounting policies can be found in Note 3 of the audited annual consolidated financial statements for the year ended June 30, 2025. 4. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS The Company makes estimates and assumptions about the future that affect the reported amounts of assets and liabilities. Estimates and judgments are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The effect of a --- change in an accounting estimate is recognized prospectively by including it in comprehensive income (loss) in the period of the change, if the change affects that period only, or in the period of the change and future periods, if the change affects both. Information about critical judgments in applying accounting policies that have the most significant risk of causing material adjustments to the carrying amounts of assets and liabilities recognized in the consolidated financial statements within the next financial year are discussed below. Capitalization of Development Costs in Intellectual Property The Company capitalizes development costs to intellectual property when they meet the definition of an intangible asset under IFRS. The Company applied judgment in assessing that development costs related to the SMART Seeder technology were considered improvements, met the definition of an intangible asset and met the criteria for capitalization as an intangible asset. Clean Seed Capital Group Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended December 31, 2025 and 2024 (Unaudited – Expressed in Canadian Dollars, unless otherwise stated) 10 4. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS (continued) Impairment of Intellectual Property The Company reviews intellectual property at each reporting period to determine whether there is an indication of impairment. An asset may be impaired if there is objective evidence of impairment as a result of one or more events that have occurred after the initial recognition of the asset and that event has an impact on the estimated future cash flows of the asset or fair value less cost to sell. In determining indicators of impairment of intangible assets, the Company considers external sources of information, such as economic and market conditions, including the Company’s market value in comparison to its net book value. The Company also considers internal sources of information, such as the historical and expected financial performance of the intangible assets. If an indication of impairment exists, the asset’s recoverable amount is estimated. If the carrying amount exceeds the recoverable amount (on a discounted basis), the asset value is written down to the recoverable amount. The Company has assessed that there are no indicators of impairment for the intellectual property for the six months ended December 31, 2025 and year ended June 30, 2025. The Company applied judgment in assessing that there were no indicators of impairment. Going Concern The determination as to the Company’s ability to continue as a going concern is dependent on its ability to secure debt and equity financing, and to achieve profitable operations. Certain judgements were made when determining if and when the Company will secure debt and equity financing and achieve profitable operations and that there are material uncertainties regarding the Company’s ability to continue as a going concern (see Note 2d). Notes Payable Management was required to use significant judgment in determining the appropriate discount rate to apply in the fair value calculation for loans with a term of one year or longer. Management used a discount rate of 18% (June 30, 2025: 24%) based on its analysis of: (i) other companies receiving similar loans at early commercialization stages; (ii) the cost of borrowing for debt instruments of comparable term for companies with a comparable investment grade to the Company; a --- nd (iii) the Company’s risk factors. The discount rate applied in the current year differs from the coupon rate which results in a difference between the legal liability and carrying value of the notes payable. Convertible Debentures Management was required to use significant judgment in determining the appropriate discount rate to apply in the fair value calculation for the convertible debentures. Management used discount rates of 18% (June 30, 2025: n/a) based on its analysis of: (i) other companies receiving similar loans at early commercialization stages; (ii) the cost of borrowing for debt instruments of comparable term for companies with a comparable investment grade to the Company; and (iii) the Company’s risk factors. Clean Seed Capital Group Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended December 31, 2025 and 2024 (Unaudited – Expressed in Canadian Dollars, unless otherwise stated) 11 4. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS (continued) Loans Payable During the 2017 and 2019 fiscal years, the Company entered into three repayable contribution agreements (the “Loans”) with different ministries of the Government of Canada. Each Loan is unsecured, bears 0% interest and allowed for multiple drawdowns throughout the Loan’s eligible contribution period. As each Loan bears no interest, the interest rate of each Loan is below the market rate for a commercial loan with similar terms. The initial fair value of these Loans was determined by using a discounted cash flow analysis. To determine the discounted cash flow, the Company had to determine the discount rate to apply to record the Loans at fair value at initial recognition. The discount rate selected at initial recognition has a significant impact on the amount recorded for the initial fair value of the Loans. In determining the appropriate discount rate, the Company considered the interest rates of similar long-term debt arrangements with similar terms. These Loans were issued to support innovation and economic development and requires repayments starting one year after the end of each project. Two Loans had a five-year repayment term and the other Loan has a nine-year repayment term. Accordingly, finding financing arrangements with non-government arm’s length parties under similar terms required judgment. Management used an average discount rate of 17% based on its analysis of: (i) other companies receiving similar loans at early commercialization stages; (ii) the cost of borrowing for debt instruments of comparable term for companies with a comparable investment grade to the Company; and (iii) the Company’s risk factors. Management determined that interest rates incurred by companies with a comparable investment grade and discount rates applied by venture stage companies in comparable circumstances were within a range of 8% to 30% for unsecured term loans. Management considered discount rates in the range of 12% to 22% in ultimately determining that the average discount rate of 17% was most appropriate. Using a discount rate of 17%, the difference between the calculated fair value and the face value liability of the financial instruments reduces the original eligible expenditures proportionately recorded and will be accreted as interest over the life of the instruments. In 2025 all three loans were amended which resulted a substantial modification whereby the loans were deemed to be extinguished and new loans were issued. Manage --- ment applied judgement in applying the terms of the repayment plan in the calculation of the fair values of the loans. Management calculated the fair value of the loans using a discount rate of 18% based on its analysis of (i) other companies receiving similar loans at early commercialization stages; (ii) the cost of borrowing for debt instruments of comparable term for companies with a comparable investment grade to the Company; and (iii) the Company’s risk factors. The difference between the legal liability and calculated fair values are as follows: December 31, 2025 June 30, 2025 Legal liability $ 1,977,331 $ 2,089,581 Benefit on Loans payable (382,980) (100,410) Carrying values (Notes 10b, c and d) $ 1,594,351 $ 1,989,171 Clean Seed Capital Group Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended December 31, 2025 and 2024 (Unaudited – Expressed in Canadian Dollars, unless otherwise stated) 12 4. CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS (continued) Share-based Compensation The Company incurs share-based compensation expense from the grant of incentive options, the issuance of compensatory warrants, including bonus warrants, and the modification of outstanding incentive options. These transactions provide the holder the option to acquire common shares of the Company at a set price and are considered equity-settled transactions under IFRS. The Company measures the cost of equity-settled transactions by reference to the fair value of the equity instruments at the date at which they are granted or modified. Estimating fair value for share-based payment transactions requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the grant or issuance. The Company uses the Black-Scholes option pricing model to estimate the fair value of options granted or modified and compensatory warrants issued. This estimate requires determining the most appropriate inputs for the Black-Scholes option pricing model, including the expected life of the share option, volatility and dividend yield. The Company uses its historical share price data to estimate expected future share price volatility. The expected life of the share option is based on the full term of the instrument, as there is not reliable evidence to suggest a more appropriate term. The risk-free interest rate is based on a Canadian treasury instrument whose term is consistent with the expected term of the instrument issued. The dividend rate is based on the Company’s expectations during the term of the instrument. See Note 12 for the assumptions applied to the issuance of compensatory warrants. 5. CASH AND CASH EQUIVALENTS December 31, 2025 June 30, 2025 Cash $ 638,409 $ 2,046 Redeemable guaranteed investment certificates - 11,654 $ 638,409 $ 13,700 6. INTELLECTUAL PROPERTY Intellectual property consists of amounts incurred to develop the SMART Seeder technology including the SMART Seeder MAX and Mini-MAX product lines. Costs capitalized to intellectual property include amounts for patents, patents pending, prototypes, capital assets, acquisition, legal fees, personnel, materials, components and development facilities. Cost Accumulated Amortization Net Book Value Balance, June 30, 2024 $ 15,050,166 $ (5,907,411) $ 9,142,755 Additions 322,924 - 322,924 Amortization - (1,056,000) (1,056,000) Balance, June 30, 2025 15,373,090 (6,963,411) 8,409,679 Additions 128,540 - 128,540 Amortization - (538,000) (53 --- 8,000) Balance, December 31, 2025 $ 15,501,630 $ (7,501,411) $ 8,000,219 Clean Seed Capital Group Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended December 31, 2025 and 2024 (Unaudited – Expressed in Canadian Dollars, unless otherwise stated) 13 7. PROPERTY AND EQUIPMENT ROU Asset Shop Equipment Computer Equipment Computer Software Production Molds Other Total Cost Balance, June 30, 2023 $ 1,608,860 $ 81,806 $ 137,279 $ 81,543 $ 66,479 $ 103,595 $ 2,079,562 Additions for the period 252,060 - - - - - 252,060 Disposals for the period (937,946) - - - - (103,595) (1,041,541) Balance, June 30, 2024 and December 31, 2025 $ 922,974 $ 81,806 $ 137,279 $ 81,543 $ 66,479 $ - $ 1,290,081 Accumulated Depreciation Balance, June 30, 2024 $ 881,038 $ 77,459 $ 131,236 $ 79,628 $ 22,494 $ - $ 1,191,855 Depreciation for the year 41,936 4,347 6,043 1,915 5,497 - 59,738 Balance, June 30, 2025 922,974 81,806 137,279 81,543 27,991 - 1,251,593 Depreciation for the period - - - - 2,452 - 2,452 Balance, December 31, 2025 $ 922,974 $ 81,806 $ 137,279 $ 81,543 $ 30,443 $ - $ 1,254,045 Carrying Amounts At June 30, 2025 $ - $ - $ - $ - $ 38,488 $ - $ 38,488 At December 31, 2025 $ - $ - $ - $ - $ 36,036 $ - $ 36,036 Clean Seed Capital Group Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended December 31, 2025 and 2024 (Unaudited – Expressed in Canadian Dollars, unless otherwise stated) 14 8. INTERESTS IN JOINT VENTURE On February 10, 2020, the Company entered into a Joint Venture with Norwood. The parties formed the Joint Venture to develop, manufacture and distribute seeding and hybrid planting equipment for the North American market, including the SMART Seeder MAX and SMART Seeder MAX-S. Related to the Joint Venture, two entities were formed: • Clean Seed Agriculture Limited Partnership (“LP”); and • 10055342 Manitoba Ltd. Under the Joint Venture: • Clean Seed has licensed its SMART Seeder technologies to the Joint Venture and has undertaken development work to prepare its technologies for production. • Norwood has licensed its front folding frame rights, cart, hydraulics and other related technologies, and has undertaken development work to prepare its technologies for production. • Each party will contribute their respective components for prototype and production units to the Joint Venture at cost. • Each party will hold a 50% interest in the ownership of each of the Joint Venture entities and each will have one board seat within each entity. • Each party will be limited partners of LP while 10055342 Manitoba Ltd. will act as its general partner. The Company does not have any other joint venture interests. Below are the Joint Venture interests as at December 31, 2025 and June 30, 2025. The country of incorporation or registration is also their principal place of operation, and the proportion of ownership interest is the same as the proportion of voting rights held. Portion of Ownership Interest and Voting Power Held Name of Entity Principal Activity Fiscal Year-End Place of Formation and Operation December 31, 2025 June 30, 2025 Measurement Method 10055342 Manitoba Ltd. General Partner of LP June 30 Manitoba, Canada 50% 50% Equity Method LP Produce and Distribute Agriculture Equipment June 30 Manitoba, Canada 50% 50% Equity Method a) Commitments and Contingent Liabilities in Respect of Joint Ventures The directors and owners of 10055342 Manitoba Ltd. will jointly approve th --- e operating programs and budgets of the entities on an annual basis. The Company has no financial commitments or contingent liabilities related to its Joint Venture interests. Clean Seed Capital Group Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended December 31, 2025 and 2024 (Unaudited – Expressed in Canadian Dollars, unless otherwise stated) 15 8. INTERESTS IN JOINT VENTURE (continued) b) Summary of Activity Net Book Value Balance, June 30, 2024 $ 4,026,633 Portion of Joint Venture loss (275,000) Balance, June 30, 2025 3,751,633 Portion of Joint Venture loss (137,500) Balance, December 31, 2025 $ 3,614,133 Contributions consist of intellectual property, personnel and other expenses incurred by Clean Seed on behalf of the Joint Venture. The Company has assessed that there was no impairment for the six months ended December 31, 2025 and year ended June 30, 2025. c) Summarized Financial Information for Joint Venture The following tables provide summarized financial information for the Company’s Joint Venture. The information disclosed reflects the amounts presented in the financial statements of the relevant Joint Venture and not the Company’s share of those amounts. There are no modifications or adjustments required due to differences in accounting policy. (i) Statements of Financial Position Summarized Statements of Financial Position December 31, 2025 June 30, 2025 Total current assets $ - $ - Property and equipment 3,975 3,975 Intellectual property 4,114,616 4,388,616 Total non-current assets 4,118,591 4,392,591 Total current liabilities - - Total non-current liabilities - - Net assets $ 4,118,591 $ 4,392,591 Reconciliation to carrying amounts Opening net assets of Joint Venture $ 4,392,591 $ 4,942,591 Contributions made by parties - - Net loss (274,000) (550,000) Closing net assets 4,118,591 4,392,591 Company ownership and interest 50% 50% Carrying amount $ 3,614,133 $ 3,751,633 Contributions made prior to the commercialization phase do not have an impact on the relative ownership percentages of the Joint Venture. Contributions made to the Joint Venture are recorded based on the costs incurred by each party and related to intellectual property development in designing and manufacturing the SMART Seeder MAX prototype. Once the Joint Venture reaches the commercialization phase, the parties are to make equal contributions to the approved operating programs and budgets. As at December 31, 2025, the Company’s interest in the Joint Venture is equal to the cost of its contributions made to the Joint Venture adjusted for its share of the income or loss from the Joint Venture. Clean Seed Capital Group Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended December 31, 2025 and 2024 (Unaudited – Expressed in Canadian Dollars, unless otherwise stated) 16 8. INTERESTS IN JOINT VENTURE (continued) c) Summarized Financial Information for Joint Venture (continued) (ii) Statements of Comprehensive Loss Summarized Statements of Comprehensive Loss December 31, 2025 December 31, 2024 Revenues $ - $ - Operating expenses 274,000 274,368 Net loss and comprehensive loss $ (274,000) $ (274,368) 9. ACCOUNTS PAYABLE December 31, 2025 June 30, 2025 Trade payables $ 1,954,765 $ 2,134,135 Personnel payable 2,337,912 2,145,737 Other 250,000 - $ 4,542,677 $ 4,279,872 Repayment of trade and personnel payable of $2,742,577 (June 30, 2025: $nil) was postponed to December 31, 2026. --- Included in the personnel payable postponed was $992,930 owing to officers of the Company. 10. LOANS PAYABLE The loans payable are as follows: Notes December 31, 2025 June 30, 2025 Notes payable 10a $ 4,889,341 $ 5,952,557 AgriInnovation repayable contribution 10b 1,050,553 1,329,754 2017 Western Innovation Initiative repayable contribution 10c 193,554 229,923 2019 Western Innovation Initiative repayable contribution 10d 350,244 429,495 Total loans payable 6,483,692 7,941,729 Less: Current portion of loans payable (4,889,341) (7,941,729) Non-current Loans Payable $ 1,594,351 $ - Clean Seed Capital Group Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended December 31, 2025 and 2024 (Unaudited – Expressed in Canadian Dollars, unless otherwise stated) 17 10. LOANS PAYABLE (continued) a) Notes Payable The notes payable activity is as follows: Notes Payable Balance, June 30, 2024 $ 4,836,573 Promissory notes issued 456,575 Interest accrued 659,409 Balance, June 30, 2025 5,952,557 Interest accrued 408,007 Catch-up adjustment 91,653 Settlement of interest for shares (904,326) Modification gain (468,233) Allocated to bonus warrants (191,054) Foreign exchange loss 737 Balance, December 31, 2025 $ 4,889,341 During the six months ended December 31, 2025 the Company had the notes payable note activity: The Company entered into amending agreements with all of its noteholders whereby: • the maturity dates of all notes were extended to December 31, 2026; • principal and accrued interest will be repayable at maturity; • interest rates of the notes were amended as follows: o notes in the principal amount of $2,058,766 that bore interest of 18% were amended to bear interest of 11% per annum; and o notes in the principal amount of $1,710,500 that that bore interest of 8% were been amended to bear interest of 11% per annum; • unsecured notes in the principal amount of $35,000 were issued a general security interest in the assets of the Company. The amendments to the notes were considered non-substantial modifications. The Company recognized a modification gain of $468,233 (June 30, 2025: $nil) as a result of the amendments. In connection with the loan extensions, the Company issued 12,031,667 bonus warrants exercisable at a price of $0.25 for one year (Note 13bii). The bonus warrants had a calculated fair value of $191,054 utilizing the black-scholes pricing model. The Company entered into shares for debt agreements with certain promissory noteholders to settle accrued interest of $904,326 through the issuance of 3,984,399 common shares (Note 12biii). The Company recognized settlement gain of $508,886 on the settlement. Clean Seed Capital Group Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended December 31, 2025 and 2024 (Unaudited – Expressed in Canadian Dollars, unless otherwise stated) 18 10. LOANS PAYABLE (continued) a) Notes Payable (continued) During the year ended June 30, 2025 the Company had the following promissory note issuances: (i) During December 2024, the Company issued two promissory notes aggregating $101,575. These notes mature one year from issuance, bear interest of 18% per annum payable upon maturity and were granted a general security interest in the assets of the Company. (ii) During January 2025 and February 2025, the Company issued four promissory notes aggregating $80,000. These notes mature one year from issuance, ranging from January 2026 to F --- ebruary 2026 and bear interest of 18% per annum payable upon maturity. Two notes aggregating $45,000 were granted a general security interest in the assets of the Company. Two notes aggregating $35,000 are unsecured. One secured note for $25,000 was issued to an insider of the Company. (iii) During April 2025, the Company issued one promissory note for $100,000. This note matures one year from issuance, bears interest of 18% per annum payable upon maturity and was granted a general security interest in the assets of the Company. As at December 31, 2025 and June 30, 2025 the Company had 21 promissory notes outstanding. The promissory notes classified by interest rate are as follows: Interest Rate December 31, 2025 June 30, 2025 Notes Payable held by related parties Notes Payable held by non- related parties Total Notes Payable Notes Payable held by related parties Notes Payable held by non- related parties Total Notes Payable 8% $ - $ - $ - $ 1,145,592 $ 1,012,397 $ 2,157,989 11% 1,310,865 2,612,260 3,923,125 87,605 60,129 147,734 12% - 966,216 966,216 - 978,704 978,704 18% - - - 408,299 2,259,831 2,668,130 $ 1,310,865 $ 3,578,476 $ 4,889,341 $ 1,641,496 $ 4,311,061 $ 5,952,557 As at December 31, 2025, notes payable of: • $3,761,517 were secured, including $1,310,866 held by related parties, and • $1,127,824 were unsecured. As at June 30, 2025, notes payable of • $4,730,083 were secured, including $1,641,496 held by related parties, and • $1,222,474 were unsecured. Clean Seed Capital Group Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended December 31, 2025 and 2024 (Unaudited – Expressed in Canadian Dollars, unless otherwise stated) 19 10. LOANS PAYABLE (continued) b) AgriInnovation Repayable Contribution The AgriInnovation repayable contribution activity is as follows: Contribution Payable Balance, June 30, 2024 $ 1,173,746 Interest accretion and expense 175,178 Repayments (19,170) Balance, June 30, 2025 1,329,754 Interest accretion and expense 58,817 Derecognition upon extinguishment (1,384,767) Recognition of liability at fair value 1,046,749 Balance, December 31, 2025 $ 1,050,553 On July 18, 2016, the Company entered into a repayable contribution agreement (the “AgriInnovation Agreement”) with Her Majesty the Queen in Right of Canada, as represented by the Minister of Agriculture and Agri-Food. Under the terms of the AgriInnovation Agreement, the Company can borrow up to $1,825,000 as a 50% reimbursement for spending incurred on pre-approved eligible expenditures. The Company was obligated to repay all contributions received totaling $1,599,461 in equal monthly payments of $14,809 over nine years commencing March 31, 2019. Amounts received bear a 0% interest rate and are unsecured. Any repayments that are not made in time will incur interest of prime plus 3% from the period starting the day after the payment was due until such time as the amount is paid. The repayable contribution was scheduled to be repaid February 29, 2028. Effective December 31, 2020, the AgriInnovation Agreement was amended to allow for the deferral of repayments totaling $148,098. As a result of the deferral, the monthly principal repayments were increased to $16,532 so that the maturity date remains February 29, 2028. The Company has accounted for the arrangement as a loan, discounting the future payments using an effective interest rate of 17%. See Note 4 for discussion in determining the discount rate. As at June 3 --- 0, 2025, the Company was in default a result of not making required payments under this loan. The full balance of the loan is now bearing interest of prime plus 3%. In December 2025 the Company entered into a repayment plan with AgriInnovation as follows: • Interest only repayments from July 2026 to March 2027 • The principal and any accrued interest up to March 2027 shall be repaid no later than March 2031 and in shall be paid in such installments as agreed upon AgriInnovation and the Company prior to June 30, 2026. The repayment plan was considered a substantial modification whereby the existing loan was extinguished and a new loan was issued. The carrying value at the time of the amendment was $1,384,767. The Company calculated the fair value of the new loan using the following assumptions: • Effective interest rate of 18%, • interest only payments from July 2026 to March 2027 Clean Seed Capital Group Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended December 31, 2025 and 2024 (Unaudited – Expressed in Canadian Dollars, unless otherwise stated) 20 10. LOANS PAYABLE (continued) b) AgriInnovation Repayable Contribution • 48 equal installments of $34,480 commencing April 2027. The fair value of the loan was calculated as $1,046,749. The Company recorded a gain on extinguishment of $338,018. The Company has classified the loan as a non-current liability. c) 2017 Western Innovation Initiative Repayable Contribution The 2017 Western Innovation Initiative repayable contribution activity is as follows: Contribution Payable Balance, June 30, 2024 $ 214,449 Interest accretion and expense 15,474 Balance, June 30, 2025 229,923 Interest accretion and expense 11,778 Gain on modification of debt (48,147) Balance, December 31, 2025 $ 193,554 The Company entered into a repayable contribution agreement (the “2017 WINN Agreement”) with Her Majesty the Queen in Right of Canada as represented by Prairie Economic Development Canada (“PEDC”). Under the terms of the 2017 WINN Agreement, the Company can borrow up to $425,000 as a 50% reimbursement for spending incurred on eligible expenditures. The Company was obligated to repay all contributions received totaling $425,000 in equal monthly payments over five years commencing on April 1, 2019. Amounts received bear a 0% interest rate and are unsecured. Any repayments that are not made in accordance with the 2017 WINN Agreement will incur interest of prime plus 3% from the period starting the day after the payment was due until the amount is paid. The Company has accounted for the arrangement as a loan, discounting the future payments using an effective interest rate of 17%. See Note 4 for discussion in determining the discount rate. Effective December 30, 2022, the 2017 WINN Agreement was amended to change the remaining payment schedule of the Loan from 24 consecutive monthly instalments of $7,084 commencing on January 1, 2023 to three consecutive monthly instalments of $2,000 commencing on January 1, 2023, followed by 20 consecutive instalments of $7,809 commencing on April 1, 2023, with one final payment of $7,796 on December 1, 2024. As at June 30, 2025, the Company was in default a result of not making required payments under this loan. The full balance of the loan is now bearing interest of prime plus 3%. In December 2025 the Company entered into a repayment plan with PEDC whereby there will be Interest only repayments from July 2026 to January 2027 and the pa --- rties shall revisit the payment terms by January 2027 to establish an updated payment schedule. Management determined that the repayment plan was a non-substantial modification. The Company recorded a gain on modification of $48,147. Clean Seed Capital Group Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended December 31, 2025 and 2024 (Unaudited – Expressed in Canadian Dollars, unless otherwise stated) 21 10. LOANS PAYABLE (continued) d) 2019 Western Innovation Initiative Repayable Contribution The 2019 Western Innovation Initiative repayable contribution activity is as follows: Contribution Payable Balance, June 30, 2024 $ 378,949 Interest accretion and expense 50,546 Balance, June 30, 2025 429,495 Interest accretion and expense 24,605 Gain on modification of debt (103,856) Balance, December 31, 2025 $ 350,244 On October 9, 2018, the Company entered into a second repayable contribution agreement (the “2019 WINN Agreement”) with Her Majesty the Queen in Right of Canada as represented by Western Economic Diversification Canada. Under the terms of the 2019 WINN Agreement, the Company can borrow up to $508,000 as a 50% reimbursement for spending incurred on eligible expenditures. The Company was obligated to repay all contributions received totaling $508,000 in equal monthly payments over five years commencing on April 1, 2021. Amounts received bear a 0% interest rate and are unsecured. Any repayments that are not made in accordance with the 2019 WINN Agreement will incur interest of prime plus 3% from the period starting the day after the payment was due until the amount is paid. The Company has accounted for the arrangement as a loan, discounting the future payments using an effective interest rate of 17%. See Note 4 for discussion in determining the discount rate. Effective December 30, 2022, the 2019 WINN Agreement was amended to change the remaining payment schedule of the Loan from 38 consecutive monthly instalments of $8,470 commencing on January 1, 2023 to three consecutive monthly instalments of $2,000 commencing on January 1, 2023, followed by 35 consecutive instalments of $9,004 commencing on April 1, 2023, with one final payment of $8,990 on March 1, 2026. Management determined that the modification of the debt was non- substantial. As at June 30, 2025, the Company was in default a result of not making required payments under this loan. The full balance of the loan is now bearing interest of prime plus 3%. In December 2025 the Company entered into a repayment plan with PEDC whereby there will be Interest only repayments from July 2026 to January 2027 and the parties shall revisit the payment terms by January 2027 to establish an updated payment schedule. Management determined that the repayment plan was a non-substantial modification. The Company recorded a gain on modification of $103,856. Clean Seed Capital Group Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended December 31, 2025 and 2024 (Unaudited – Expressed in Canadian Dollars, unless otherwise stated) 22 11. CONVERTIBLE DEBENTURES Convertible Debentures Balance, June 30, 2024 $ 723,339 Interest accrued and accreted 104,872 Balance, June 30, 2025 828,211 Interest accrued and accreted 35,452 Derecognition upon extinguishment (805,109) Recognition of liability at fair value 745,699 Settlement of interest for shares (50,000) Balance, December 31, 2025 $ 754,253 On August 31, 2022, the Co --- mpany issued convertible debentures as follows: (i) One subscriber purchased an aggregate amount of convertible debentures of $300,000. These debentures bear interest of 8% per annum and will mature on August 31, 2027. The debentures are repayable as interest only for the first twelve months from issue, then subsequently repayable in 48 instalments thereafter. The debentures are convertible into common shares after twelve months from the date of issue at the greater of (i) a base price of $0.30 per share, or (ii) the market price of the Company’s shares on the TSX-V less a 30% discount provided. In any event, the conversion price will not exceed $0.60 per share. On November 19, 2025 the Company and the debenture holder entered into an amending agreement whereby the maturity date of was changed from August 31, 2027 to December 31, 2026 and the installments were eliminated with the full balance being due at maturity. The amendment was considered a substantial modification. The carrying value of the debenture upon extinguishment was $427,227. The fair value of the debenture utilizing an effective interest rate of 18% was $394,371. (ii) One subscriber purchased an aggregate amount of convertible debentures of $330,000. These debentures bear interest of 9% per annum and will mature on August 31, 2025. The debentures are repayable as interest only on a quarterly basis until maturity. The debentures are convertible into common shares after twelve months from the date of issue at a price of $0.20 per share until maturity. On December 17, 2025 the Company issued a secured convertible debenture in the principal amount of $330,000 to replace the secured convertible debenture which matured on August 31, 2025. This debenture shall bear interest of 11%, shall mature on December 31, 2026, is convertible into 1,650,000 common shares of the Company at a price of $0.20 per share. Interest on the Debenture shall be due upon maturity. The fair value of the debenture utilizing an effective interest rate of 18% was $351,327. In connection with the issuance of the debenture, the Company has issued 500,000 detachable share purchase warrants whereby each share purchase warrant is exercisable into one common share of the Company at a price of $0.12 per share for a term of one year. The Company has issued this debenture holder 500,000 common shares at a price of $0.10 per share to extinguish accrued interest of $50,000 (Note 12(b)(iii)). These debentures are secured by a general security agreement of the assets of the Company. The Company may redeem the debentures without prior notice to the holder and will pay the holder a redemption premium equal to 25% of the principal amount and any accrued interest being redeemed. Clean Seed Capital Group Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended December 31, 2025 and 2024 (Unaudited – Expressed in Canadian Dollars, unless otherwise stated) 23 11. CONVERTIBLE DEBENTURES (Continued) The convertible debentures are considered compound financial instruments which include a liability component and an equity component. Upon recognition $745,699 was allocated to the present value of the liability component of the convertible debenture and $59,449 was allocated to the equity component (conversion right feature) of the convertible debentures. The Company’s convertible debentures are presented as follows: December 31, 2025 June 30, 2025 Convertible debentures 754,253 828,211 Less: C --- urrent portion (754,253) (828,211) Non-current Convertible Debentures $ - $ - 12. SHARE CAPITAL a) Authorized An unlimited number of common shares without par value. b) Issued During the six months ended December 31, 2025, the Company had the following share issuances: i. On October 23, 2025, the Company completed a private placement where it received gross proceeds of $1,250,000 for the issuance of 12,500,000 units with each unit consisting of one common share and one share purchase warrant. Each share purchase warrant is exercisable into one common share of the Company at a price of $0.25 per share for twelve months. The market price of the common shares was $0.08 per share at close. The Company allocated proceeds of $1,000,000 to the common shares and allocated the residual amount of $250,000 to the warrants (Note 13(b)(ii)). ii. On November 3, 2025, the Company issued 3,984,399 common shares to certain promissory noteholders to settle accrued interest of $904,325 (Note 10(a)). The market price of the common shares of the Company was $0.10 per share at close. The Company recognized a gain of $505,886 on the settlement. iii. On December 17, 2025, the Company issued 500,000 common shares to a convertible debenture holder pursuant to a shares for debt agreement to settle accrued interest of $50,000 (Note 11). The market price of the common shares of the Company was $0.12 per share at close The Company recognized a loss of $10,000 on the settlement. During the year ended June 30, 2025, there were no shares issued. Clean Seed Capital Group Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended December 31, 2025 and 2024 (Unaudited – Expressed in Canadian Dollars, unless otherwise stated) 24 13. EQUITY AND RESERVES a) Nature and Purpose of Equity and Reserves The reserves recorded in equity on the Company’s condensed consolidated interim statements of financial position include “Contributed Surplus” and “Accumulated Deficit”. • Contributed Surplus is used to recognize the fair value of derivative equity instruments granted or issued by the Company on its own stock and the residual equity component of convertible debentures issued. • Deficit is used to record the Company’s change in deficit from net income or loss and comprehensive income or loss from period to period. b) Contributed Surplus The contributed surplus consists of the following amounts: Incentive Options Warrants Broker Warrants Equity Component of Convertible Debentures Contributed Surplus Balance, June 30, 2024 $ 2,228,504 $ 708,802 $ 95,697 $ 67,487 $ 3,100,490 Options granted in prior periods with vesting conditions 2,945 - - - 2,945 Balance, June 30, 2025 2,231,449 708,802 95,697 67,487 3,103,435 Bonus warrants issued for notes payable modifications - 191,054 - - 191,054 Detachable warrants issued for convertible debenture modifications - 30,660 - - 30,660 Warrants issued with private placement - 250,000 - - 250,000 Consideration allocated to equity upon extinguishment of convertible debenture - - - (65,152) (65,152) Residual equity balance of convertible debenture extinguished to deficit - - - (2,335) (2,335) Equity component of convertible debenture - - - 59,449 59,449 Balance, June 30, 2025 and December 31, 2025 $ 2,231,449 $ 1,180,516 $ 95,697 $ 59,449 $ 3,567,111 (i) Incentive Share Options The Company has a share option plan under which directors, officers, consultants and employees of the Company and its subsidiaries are eligi --- ble to receive stock options (Note 17(c)). The aggregate number of shares to be issued upon the exercise of all options granted under the plan shall not exceed 10% of the issued shares of the Company at the time of granting the options. The maximum number of common shares optioned to any one optionee shall not exceed 5% of outstanding common shares of the Company. Options granted must not exceed ten years and typically vest on the date of grant or at terms to be determined by the directors at the time of grant. The exercise price of each option shall be determined by the directors at the time of grant, but shall not be less than the price permitted by the policies of the TSX-V. Clean Seed Capital Group Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended December 31, 2025 and 2024 (Unaudited – Expressed in Canadian Dollars, unless otherwise stated) 25 13. EQUITY AND RESERVES (continued) b) Contributed Surplus (continued) (i) Incentive Share Options (continued) The following table summarizes incentive share option activity for the six months ended December 31, 2025 and year ended June 30, 2025: Number of Options Weighted Average Exercise Price Contributed Surplus Balance, June 30, 2024 700,000 $ 0.43 $ 2,228,504 Granted - $ - 2,945 Expired (200,000) $ 0.50 - Balance, June 30, 2025 500,000 $ 0.40 2,231,449 Cancelled (200,000) $ 0.40 - Balance, December 31, 2025 300,000 $ 0.40 $ 2,231,449 Options outstanding at December 31, 2025 and June 30, 2025 were as follows: December 31, 2025 June 30, 2025 Expiry Date Number of Options Outstanding Weighted Average Exercise Price Number of Options Outstanding Weighted Average Exercise Price January 31, 2026 300,000 $ 0.40 500,000 $ 0.40 Weighted Average Remaining Contractual Life (years) 0.34 0.59 Weighted Average Fair Value of Options Granted $ N/A $ N/A Weighted Average Share Price During Period $ 0.10 $ 0.09 At December 31, 2025, all (June 30, 2025: all) of the incentive stock options had vested. Clean Seed Capital Group Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended December 31, 2025 and 2024 (Unaudited – Expressed in Canadian Dollars, unless otherwise stated) 26 13. EQUITY AND RESERVES (continued) b) Contributed Surplus (continued) (ii) Warrants The following table summarizes warrants activity for the six months ended December 31, 2025 and year ended June 30, 2025: Number of Warrants Weighted Average Exercise Price Contributed Surplus Balance, June 30, 2024 and June 30, 2025 - $ - $ 708,802 Issued 25,031,666 $ 0.25 471,714 Balance, December 31, 2025 25,031,666 $ 0.25 $ 1,180,516 The Company issued 25,031,666 warrants during the six months ended December 31, 2025 as follows: A. 12,500,000 warrants exercisable at a price of $0.25 per share for a term of one year were issued on October 23, 2025; as part of a unit offering (Note 12(b)(i). Proceeds of $250,000 were allocated to the warrants B. 12,031,666 bonus warrants exercisable at a price of $0.25 per share for a term of one year were issued in connection with restructuring notes payable (Note 10(a). The warrants had a calculated fair value of $191,054 using the Black-Scholes option pricing model. C. 500,000 detachable warrants exercisable at a price of $0.12 per share for a term of one year were issued in connection with the issuance of a convertible debenture (Note 11). The warrants had a calculated fair value of $30,660 using the Black-Scholes option pricing --- model. Warrants Issued During the Period The Company used the Black-Scholes option pricing model to estimate the fair value of certain warrants issued at the issue date using the following weighted average assumptions: December 31, 2025 June 30, 2025 Risk-free interest rate 2.35% - Expected life of options (years) 1.00 - Annualized volatility 112 - Dividend rate 0.00% - Clean Seed Capital Group Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended December 31, 2025 and 2024 (Unaudited – Expressed in Canadian Dollars, unless otherwise stated) 27 13. EQUITY AND RESERVES (continued) b) Contributed Surplus (continued) (ii) Warrants (continued) Warrants outstanding at December 31, 2025 and June 30, 2025 are as follows: December 31, 2025 June 30, 2025 Expiry Date Number of Warrants Outstanding Exercise Price Number of Warrants Outstanding Exercise Price October 26, 2026 12,500,000 $ 0.25 - $ - October 31, 2026 2,121,000 $ 0.25 - $ - November 21, 2026 9,910,666 $ 0.25 - $ - December 16, 2026 500,000 $ 0.12 - $ - 25,031,666 $ 0.25 - $ - Remaining Contractual Life (years) 0.85 - 14. RELATED PARTY TRANSACTIONS AND BALANCES a) Key Management Personnel Compensation to key management, which consists of executives and management directors, for the three and six months ended December 31, 2025 and 2024 was as follows: Three Months Ended December 31, Six Months Ended December 31, 2025 2024 2025 2024 Short-term benefits* $ 93,200 $ 100,700 $ 186,400 $ 201,400 *Short-term benefits include compensation for two executives at December 31, 2025 (2024: two executives and one insider). Clean Seed Capital Group Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended December 31, 2025 and 2024 (Unaudited – Expressed in Canadian Dollars, unless otherwise stated) 28 14. RELATED PARTY TRANSACTIONS AND BALANCES (continued) b) Related Party Transactions Transactions with related parties for the three and six months ended December 31, 2025 and 2024 were as follows: Three Months Ended December 31, Six Months Ended December 31, 2025 2024 2025 2024 Accrued amounts for a monthly lease charged to the Company for on-farm lease from a company controlled by an insider of the Company (Note 14c) $ - $ - $ - $ 49,500 Promissory note interest incurred from a company controlled by an insider of the Company included within interest expense (Notes 10a(iii) and 14c) $ 45,188 $ 18,951 $ 71,790 $ 37,883 Promissory note interest incurred from directors of the Company included within interest expense (Note 10a(iii)) $ 15,666 $ 12,623 $ 30,012 $ 24,057 Lease accretion incurred for the on- farm lease from a company controlled by an insider of the Company included within intellectual property (Note 6) $ - $ - $ - $ 729 Shares for Interest On November 4, 2025 the Company settled accrued interest on promissory notes aggregating $904,325 for the issuance of 3,984,399 common shares which resulted in a gain of $597,660 (Notes 10a and 12bii). Included in the settlement were the following related parties: • A director settled interest of $10,224 in exchange for 40,894 common shares which resulted in a gain of $6,134 • An insider settled interest of $268,870 in exchange for 1,075,481 common shares which resulted in a gain of $161,322 Promissory Note Restructuring The Company restructured promissory notes which resulted in a modification gain of $468,233 (Note 10a). Included in the restructuring were the following relate --- d parties: • Directors modified promissory notes resulting in a $23,110 modification gain • An insider modified promissory notes resulting in a $106,126 modification gain In connection with the restructuring, the Company issued 12,031,666 bonus warrants (Note 13biiB). Included were the following related parties: • Directors were issued 858,773 bonus warrants with a calculated fair value of $13,113 • An insider was issued 2,121,000 bonus warrants with a calculated fair value of $39,728 Clean Seed Capital Group Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended December 31, 2025 and 2024 (Unaudited – Expressed in Canadian Dollars, unless otherwise stated) 29 14. RELATED PARTY TRANSACTIONS AND BALANCES (continued) b) Related Party Balances Amounts due to related parties as at December 31, 2025 and June 30, 2025 were as follows: December 31, 2025 June 30, 2025 Amount due to an insider included in accounts payable related to the on-farm monthly lease, services and agricultural inputs (Note 19(a)) 1 $ 1,023,671 $ 1,023,671 Amount due to a company controlled by the chief financial officer related to consulting fees2 392,025 343,305 Amount due to a relative of the chief executive officer for agronomic advisory services2 30,360 40,360 Other amounts (7,346) (7,346) $ 1,438,710 $ 1,399,990 1 $1,000,000 was settled through issuance of shares in January 2026 (Note 17). Repayment of the remaining balance was postponed to December 31, 2026. 2 Repayment of this balance was postponed to December 31, 2026 The Company has promissory notes and related accrued interest owed to directors and insiders of the Company included in loans payable (Notes 10a and 14b). 15. SUPPLEMENTAL CASH FLOW INFORMATION The following table lists the Company’s non-cash transactions and other information: Six Months Ended December 31, 2025 2024 Interest accreted on loans payable and finance lease obligations included in intellectual property $ - $ 12,498 Interest accreted on loans payable included in interest expense $ 520,458 $ 445,286 Interest accreted on convertible debentures included in interest expense $ 35,451 $ 35,496 Change in intellectual property enhancements included in accounts payable $ 47,513 $ 37,845 Interest paid $ - $ - 16. COMMITMENTS AND CONTINGENCIES As at December 31, 2025 December 31, 2026 December 31, 2027 December 31, 2028 December 31, 2029 December 31, 2030 and Beyond Total Accounts payable $ 4,542,677 $ - $ - $ - $ - $ 4,542,677 Due to related parties 1,438,710 - - - - 1,438,710 Loans payable 7,034,663 952,033 413,764 413,764 517,205 9,331,429 Convertible debentures 812,276 - - - - 812,276 Purchase obligations 323,000 85,000 - - - 408,000 $ 14,151,326 $ 1,037,033 $ 413,764 $ 413,764 $ 517,205 $ 16,533,092 Clean Seed Capital Group Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended December 31, 2025 and 2024 (Unaudited – Expressed in Canadian Dollars, unless otherwise stated) 30 16. COMMITMENTS AND CONTINGENCIES (continued) Technology License Agreement Commitments The Company entered into a technology license agreement with Mahindra and Mahindra Limited (“Mahindra”) wherein Mahindra will manufacture and distribute the SMART Seeder Mini-MAX under its own brand. Clean Seed granted Mahindra exclusive and non-exclusive rights on a per region basis for global production and distribution of the Mini-MAX. Under this agreement, Clean Seed may purchase SMART Seeder Mini-MAX unit --- s under its own brand from Mahindra. In connection with the agreement, the Company has commitments for tooling amounts for the fiscal years, which will be amortized on a per-unit basis, and waived if the Company reaches its target order quantities. The amount of the commitments aggregates $157,000 as follows: June 30, 2026 $72,000 June 30, 2027 $85,000 The Company has a purchase order under which $250,800 will become payable upon completion of production. Production and Development Costs The Company previously worked with a Canadian manufacturing entity (the “Manufacturer”) that the Company had engaged to design and develop components of the CX-6 SMART Seeder and to manufacture its CX-6 SMART Seeder. Under the terms of the manufacturing agreement between Clean Seed and the Manufacturer, the Company committed to producing 100 CX-6 SMART Seeders, subject to certain conditions being met. The Manufacturer produced five CX-6 SMART Seeders, including two CX-6 SMART Seeders in 2018 (the “2018 Seeders”). The Company received invoices, which it disputes, for approximately $1,250,000 for the production of the 2018 Seeders and related equipment and services. The Company believes these invoices were in excess of the agreed upon contractual price, were invalid due to inadequate manufacturing performance, were invalid due to the inability of the manufacturer to meet agreed upon delivery dates and were invalid as the product was never delivered. Related to the 2018 Seeders, the Company believes it is entitled to recoveries to remedy manufacturing defects on the 2018 Seeders delivered and other costs incurred related to those manufacturing defects. The Company has ceased working with the Manufacturer. In 2021 the Company was named in a statement of claim by the Manufacturer whereby the Manufacturer is seeking judgment against the Company in the amount of $1,613,000 plus interest, costs and other just amounts. The Company responded to the statement of claim in 2021. The amount of $1,613,000 includes those invoices totaling $1,250,000, which the Company believes to be invalid. The Company has assessed the payment of the $1,613,000 plus interest, costs and other just amounts as unlikely and has not recorded a liability related to those amounts. The Company is uncertain as to the likelihood of recovery from the Manufacturer related to defects on the products delivered. 17. SUBSEQUENT EVENTS a) The Company entered into two separate shares for debt agreements with one insider of the Company whereby the Company issued 5,500,000 common shares to settle amounts due to related parties of $1,000,000, of which 2,500,000 common shares were issued at a deemed price of $0.10 per share to settle amounts due to related parties of $250,000 and 3,000,000 common shares were issued at a deemed price of $0.25 per share to settle amounts due to related parties of $750,000. Clean Seed Capital Group Ltd. Notes to the Condensed Consolidated Interim Financial Statements For the Six Months Ended December 31, 2025 and 2024 (Unaudited – Expressed in Canadian Dollars, unless otherwise stated) 31 17. SUBSEQUENT EVENTS (continued) b) The Company granted 8,200,000 stock options at a price of $0.10 per share with an expiry date of December 31, 2031. c) The Company’s new equity incentive plan was approved, which involves: i. a “rolling” stock option component pursuant to which the Company is authorized to grant stock options of up to 10% of its issued and outstanding shares, from time to --- time; and ii. a “fixed” equity compensation award component pursuant to which the Company is authorized to grant restricted share units (RSUs), deferred share units (DSUs), preferred share units (PSUs), stock appreciation rights and stock purchase rights, of up to 10% of its issued and outstanding shares at the time the Incentive Plan was implemented. The maximum number of shares which can be realized upon the exercise of all such awards, excluding options, is capped at 11,154,127 shares. While the Company is listed on the NEX branch of the TSX Venture Exchange (“TSX-V”), it is eligible to grant Options only under the equity incentive plan. Upon the Company graduating its listing to Tier 2 on the TSX-V, it will be eligible to award all other incentives under the equity incentive plan.