Core Points - Clean Seed Capital Group Ltd. held its annual general meeting on January 7, 2026, where key decisions were made regarding the company's governance and financial strategies [1] Group 1: Election of Directors - Graeme Lempriere, Gary Anderson, Glenn Gatcliffe, and Dr. Ulrich Trogele were re-elected as directors of the company [2] Group 2: Appointment of Auditor - MNP LLP was reaffirmed as the auditor for the company for the upcoming year [3] Group 3: Equity Incentive Plan - A new equity incentive plan was approved, allowing the company to grant stock options up to 10% of its issued and outstanding shares and other equity awards capped at 11,154,127 shares [4][5] Group 4: New Control Person - The company announced a shares-for-debt transaction totaling $1,000,000 with insider Jason Schultz, who will receive 5,500,000 shares, resulting in him holding over 20% of the outstanding shares on a partially diluted basis [6][8] Group 5: Shares for Debt - The issuance of 5,500,000 common shares to settle non-cash debts related to lease, equipment rental costs, and advisory fees was approved by disinterested shareholders [9][10] Group 6: Company Overview - Clean Seed is an agricultural technology company focused on the commercialization of its SMART Seeder™ technologies, which aim to reduce fertilizer usage while enhancing crop performance [11][12]

Core Viewpoint - Clean Seed Capital Group Ltd. has completed a non-brokered private placement, raising CDN $1,250,000 through the issuance of 12,500,000 units at a price of $0.10 per unit, with each unit consisting of one common share and one share purchase warrant [1][2]. Group 1: Financial Details - The gross proceeds from the offering will be allocated for working capital, inventory purchases, and debt extinguishment [2]. - The company has negotiated a shares-for-debt transaction, issuing 2,500,000 common shares at $0.10 per share to settle $250,000 of non-cash payables [2]. - An insider purchased 5,000,000 units in the offering and will receive the shares as part of the shares-for-debt transaction [4]. Group 2: Regulatory and Approval Aspects - All securities issued will be subject to a four-month regulatory hold period in accordance with TSX Venture Exchange rules [3]. - The offering and shares-for-debt transactions are subject to acceptance by the TSX-V, with the shares-for-debt closing contingent upon disinterested shareholder approval at the upcoming Annual General Meeting [5]. Group 3: Company Overview - Clean Seed is an agricultural technology company focused on commercializing its patented SMART Seeder™ technologies, which aim to reduce fertilizer usage while enhancing crop performance and farm profitability [7][8]. - The SMART Seeder™ system features advanced electronic metering and software control, allowing for row-by-row variable rate inputs, positioning it as a leading innovation in sustainable farming [8]. - The company has partnered with Mahindra, the largest tractor manufacturer by volume, to enhance its market reach and adoption [9].