January 9, 2026 – Vancouver, British Columbia – TheNewswire - Clean Seed Capital Group Ltd. (“Clean Seed” or the “Company”) (NEX: CSX.H) is pleased to announce that it has completed a series of decisive restructuring activities in connection with its application for reactivation to the TSX Venture Exchange (“TSX-V”).

 

Management has worked with the Company’s creditors to restructure its liabilities, resulting in an improved statement of financial position by addressing $13,153,565 of total liabilities.  As reported in the interim condensed consolidated financial statements for the period ended September 30, 2025, the Company had total liabilities of $14,711,829. The restructuring program has, to date, resulted in the settlement of $1,954,325 of these liabilities for shares and the reclassification of $11,930,597 of liabilities from current to non-current items, significantly improving the Company’s working capital position and reducing near-term liquidity risk.

 

Subsequent to September 30, 2025, the Company has continued to execute on its deleveraging strategy, extinguishing an additional $150,000 of liabilities in the normal course of operations. These actions reflect management’s ongoing commitment to financial discipline, balance sheet control, and sustained forward progress.

 

With the majority of its restructuring objectives now completed, Clean Seed enters 2026 with an improved financial position and enhanced corporate readiness. The Company is focused on further strengthening its capital structure to support its business plan.  

 

We highlight the following transactions and activities:  

• Completion of a non-brokered private placement for gross proceeds of $1,250,000 through the issuance of units as disclosed in the news release dated October 23, 2025. 

• Extension of promissory notes payable in the aggregate principal amount of $4,670,759 whereby their maturity dates were extended to December 31, 2026, as disclosed in the news release dated November 21, 2025.  In connection with these extensions, the Company settled accrued interest of $904,325 through the issuance of common shares, as disclosed in the news release date October 31, 2025.  

• Restructure of convertible debentures in the aggregate principal amount of $630,000 whereby (i) one convertible debenture in the principal amount of $300,000 had its maturity date changed to December 31, 2026 and all interest will be payable at maturity (see news release dated November 28, 2025); and (ii) one convertible debenture in the principal amount of $330,000 which matured in August 2025 shall be reissued with a maturity date of December 31, 2026 and all interest will be payable at maturity (see news release dated December 10, 2025). The Company settled accrued interest on those debentures of $50,000 through the issuance of common shares. 

• Three repayable contribution agreements with the Government of Canada have been restructured whereby the liability of $2,177,000 will be deferred until 2027 with repayment terms to be negotiated at a later date subject to certain interest payments described herein. Two loans in the aggregate principal amount of $1,486,000 will have no repayments for six months and will transition to interest only payments from June 2026 to January 2027. One repayable contribution agreement in the principal amount of $691,000 will have nominal interest from December 2025 to June 2026. From July 2026 to January 2027, the Company will have monthly payments of interest only. All three repayable contributions bear interest at prime plus 3%. See the news release dated July 18, 2024, for additional information.  

• Accounts payable of $2,609,860 have been restructured whereby settlement has been postponed to December 31, 2026. Included in these restructurings, the Company entered into one settlement agreement whereby $206,121 shall bear interest of 12% per annum and will be secured by a general security interest in the assets of the Company. 

• The Company has received two statements of complaint from former employees of the Company for historical unpaid wages aggregating $301,000 which are recorded in the financial statements of the Company as accounts payable. The Company has retained legal counsel to assist with settling the matters.  

• Related parties payable of $1,453,316 have been restructured whereby (i) $1,000,000 will be settled through the issuance of shares as disclosed in the news releases dated November 7, 2025, and January 8, 2026; and (ii) $453,316 will have payment postponed to December 31, 2026. 

ON BEHALF OF THE BOARD

“Graeme Lempriere”

Chairman and CEO

 

About Clean Seed Capital Group Ltd.

The common shares of Clean Seed Capital Group Ltd. are listed on the NEX branch of the TSX Venture Exchange and trade under the symbol "CSX.H".

 

We are a team of innovators and business management professionals with a proven track record of game changing innovation and production of patented agricultural technologies at an incredibly high level. We pride ourselves as progress facilitators that turn solutions for modern agricultural problem into commercially viable products to fulfill new demand.

 

Clean Seed’s SMART Seeder technologies are revolutionary seeding tools that utilize the unique synergy of sophisticated electronic metering and intuitive software control putting row-by-row variable rate technology at the forefront of agricultural innovation.  Our innovations create a new class of highly accurate seeding equipment designed specifically for today’s farmer.

 

For further information please contact Clean Seed at info@cleanseedcapital.com and visit our website at www.cleanseedcapital.com.

 

Neither the TSX Venture Exchange, the NEX nor their Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This press release is not an offer or a solicitation of an offer of securities for sale in the United States. The common shares of Clean Seed Capital Group Ltd. have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION:

This news release includes certain “forward-looking statements” as defined under applicable Canadian securities legislation. All information and statements contained herein that are not clearly historical in nature constitute forward-looking information, and the words “anticipate”, “estimate”, “believe”, “continue”, “could”, “expects”, “intend”, “plans”, "postulates", "predict", “will”, “may” or similar expressions suggesting future conditions or events or the negative of these terms are generally intended to identify forward-looking information. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.  Clean Seed disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.