Mr. Graeme Lempriere reports

Clean Seed Capital Group Ltd. has negotiated a shares-for-debt transaction with one creditor, whereby the company shall issue three million common shares of the company at a price of 25 cents per share to settle $750,000 of accounts payable pertaining to accrued lease costs, agricultural equipment rental costs and advisory fees. This shares-for-debt transaction is with the same creditor that the company negotiated the shares-for-debt transaction disclosed in the Oct. 23, 2025, news release in the aggregate amount of $250,000. The creditor is JDS Farms Ltd., a company controlled by an insider of the company.

All securities to be issued pursuant to the shares-for-debt transaction will be subject to a regulatory hold period of four months and one day in accordance with the rules and policies of the TSX Venture Exchange, applicable Canadian securities laws, and such other further restrictions as may apply under foreign securities laws.

As an insider of the company will receive the three million shares pursuant to the shares-for-debt transaction, 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, contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101 in respect of such insider participation.

The insider receiving the shares is Jason Schultz. Should this shares-for-debt transaction and the transaction disclosed in the Oct. 23, 2025, news release close, there will be 117,041,270 shares outstanding and Mr. Schultz will hold, directly and indirectly, a total of 21,520,355 shares and 7,121,000 share purchase warrants. These holdings will represent 18.4 per cent of the outstanding shares on an undiluted basis, and 23.1 per cent on a partially diluted basis (assuming the exercise of all of his share purchase warrants).

This shares-for-debt transaction and the transaction disclosed on Oct. 23, 2025, are subject to the acceptance of the TSX-V. This shares-for-debt transaction and the transaction disclosed on Oct. 23, 2025, will close upon receipt of disinterested shareholder approval to: (i) the creation of a new control person; and (ii) the issuance of shares to settle a non-cash loan at the company's annual general meeting scheduled for Jan. 7, 2026.

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 are listed on the NEX branch of the TSX-V and trade under the symbol CSX.H.

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