(via TheNewswire)

January 8, 2026 – TheNewswire - Vancouver, British Columbia – Clean Seed Capital Group Ltd. (“Clean Seed” or the “Company”) (NEX: CSX.H) announces the results from its annual general meeting of shareholders (the “AGM”) held January 7, 2026.

Election of Directors

Each of Graeme Lempriere, Gary Anderson, Glenn Gatcliffe and Dr. Ulrich Trogele were re- elected as directors of the Company.

Appointment of Auditor

MNP LLP , Chartered Professional Accountants, were reaffirmed as the auditor of the Company for the ensuing year.

Equity Incentive Plan

The Company’s new equity incentive plan was approved, which involves:

(a)         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

(b)         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.

New Control Person

Further to the Company’s news releases dated October 23, 2025, and November 7, 2025, the Company announced its intention to close shares-for-debt transactions aggregating $1,000,000 with an insider of the Company. The insider is Mr. Jason Schultz, who is settling debts to receive 5,500,000 Shares through his private company – JDS Farms Ltd. by (i) issuing 2,500,000 shares at $0.10 per share to settle debts of $250,000; and (ii) issuing 3,000,000 shares at $0.25 per share to settle debts of $750,000. As a result of these transactions, Mr. Schultz will, on a partially diluted basis, hold greater than 20% of the outstanding common share of the Company if the Company completes the Shares for debt.

Accordingly, the Company is required to obtain disinterested Shareholder approval in order to issue any further or additional Shares or warrants that would cause Mr. Schultz to hold more than 20% of the Company’s outstanding shares on a partially diluted basis.  

At the AGM, the Company received disinterested shareholders approval of the following resolutions:

1.         the issuance of an aggregate 5,500,000 common shares to JDS Farms Ltd.; and

2.         the creation of a new “control person” (as that term is defined in the policies of the TSX-V ), by virtue of the said issuance of 5,500,000 shares.

Shares for Debt

As the above shares-for-debt transactions with JDS Farms Ltd. involves the Company issuing shares to settle debts pertaining to accrued lease, equipment rental costs and advisory fees (being debts not pertaining to cash loans or advances), and so as to comply with TSX-V policies, disinterested shareholders passed resolutions approving and authorizing the Company’s issuance of 5,500,000 common shares in the capital of the Company to JDS Farms Ltd. to settle non-cash debts pertaining to accrued lease, equipment rentals costs and advisory fees.

Since Jason Schultz is an insider of the Company and will receive the 5,500,000 Shares pursuant to the shares-for-debt transactions with JDS Farms Ltd., the Company has relied on the exemptions from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101 in respect of such insider participation.

ON BEHALF OF THE BOARD

“Graeme Lempriere”

Chairman and CEO

glempriere@cleanseedcapital.com

About Clean Seed Capital Group Ltd.

Clean Seed is an agricultural technology company accelerating the commercialization of its award-winning, internationally patented SMART Seeder™ technologies. Designed for real-world conditions and backed by independent field trials, these tools significantly reduce fertilizer usage while supporting higher crop performance and overall farm profitability.

At the heart of Clean Seed’s offering is the SMART Seeder™ system—a breakthrough in precision seeding that combines advanced electronic metering with intuitive software control. Its ability to deliver row-by-row variable rate inputs positions it as a leading innovation in the next generation of sustainable farming.

Clean Seed is partnered with Mahindra, the world’s largest tractor manufacturer by volume, strengthening its global path to market and large-scale adoption.

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".

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.

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. 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.

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