Mr. Graeme Lempriere reports

CLEAN SEED PROVIDES CORPORATE FINANCING UPDATE

Clean Seed Capital Group Ltd. has provided the following update of its recent financing activities.

Secured promissory note issuances -- interest of 11 per cent

The company issued three promissory notes to its shareholders in January, 2024, and February, 2024, whereby:

1. The notes mature Dec. 31, 2025 (previously extended -- see promissory note extensions).
2. The notes bear interest at the rate of 11 per cent per annum until maturity.
3. The lenders were granted a general security interest in the assets of the company.

The proceeds of these loans were used for working capital purposes.

Secured promissory note issuances -- interest of 18 per cent

The company issued two promissory notes to two arm's-length shareholders in March, 2024, and June, 2024, whereby:

1. The notes mature Dec. 31, 2025 (previously extended -- see promissory note extensions).
2. The notes bear interest at the rate of 18 per cent per annum until maturity.
3. The lenders were granted a general security interest in the assets of the company.

The proceeds of these loans were used for working capital purposes, including costs associated with obtaining revocation of the outstanding cease trade order.

Unsecured promissory note issuances -- interest of 18 pepr cent

Pursuant to the company's news release of July 19, 2024, wherein the company announced receipt of a partial revocation of the failure-to-file cease trade order that was issued by the British Columbia Securities Commission against the company, the company has issued promissory notes aggregating $210,000 to nine arm's-length individuals, as detailed in an attached table.

The notes:

1. Mature 12 months from the date of issuance;
2. Bear interest at the rate of 18 per cent per annum until maturity;
3. Are not secured against any assets of the company and will rank subordinate to certain existing secured debt instruments of the company.

The remaining $40,000 under the partial revocation order has not been allocated. No bonus shares will be issued, in accordance with TSX Venture Exchange policies.

The proceeds of these loans were used primarily for costs incurred in applying for a revocation of the outstanding cease trade order and toward working capital purposes.

Secured promissory note issuances -- interest of 18 per cent

The company issued a series of promissory notes to certain key shareholders from December, 2024, to April, 2025, as detailed in an attached table.

The notes:

1. Mature 12 months from the date of issuance;
2. Bear interest at the rate of 18 per cent per annum until maturity;
3. Were granted a general security interest in the assets of the company.

The proceeds of these loans were used primarily for costs incurred in applying for a revocation of the outstanding cease trade order and toward working capital purposes.

Promissory note extensions

The company entered into promissory note extension agreements effective Jan. 31, 2025, with eight parties, whereby the maturity dates of the loans were extended to Dec. 31, 2025. The promissory notes had an aggregate amount owing of $5,155,110, consisting of principal of $4,215,500 and interest of $939,610. These amounts consisted of secured amounts of $4,215,528 and unsecured amounts of $939,582, and to arm's-length parties of $3,698,581 and insiders of the company of $1,456,529.

Convertible debenture amendment

The company amended the terms of one convertible debenture in the principal amount of $330,000, issued in August, 2022, whereby historical accrued interest and prospective interest would be payable upon maturity rather than in quarterly instalments. This debenture will mature in August, 2025.

General matters

In connection with the financing activities disclosed herein, there were no bonus securities issued. None of the loans issued or amended are convertible into shares of the company, except for the convertible debentures that were issued in 2022. 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, under sections 5.5(b) and 5.7(1)(f) of MI 61-101 in respect of such promissory notes issued to related parties and such promissory notes held by related parties that were amended.

The company has submitted application for reinstatement to the TSX Venture Exchange, subject to the revocation of the cease trade order against the company's common shares issued by the BCSC. The company intends to be approved for reinstatement and conduct the necessary subsequent financing activities in order to repay the promissory notes and convertible debentures as they mature.

Graeme Lempriere, chief executive officer of Clean Seed, states:

"I would like to take this opportunity to sincerely thank all of our shareholders and lenders for their continued patience, trust and unwavering support during this important phase of our strategic plan.

"Your support has been instrumental in enabling us to pursue and build the foundation for long-term, sustainable growth as we expand our presence into new global markets. This international effort is not simply about geographic expansion, it's a crucial step in scaling our technology, validating our value proposition across diverse agricultural landscapes and positioning our company in the sustainable, precision farming solutions landscape.

"The resources you have entrusted to us have been used strategically and thoughtfully. They have helped us maintain the momentum of our operations, strengthen our commercial initiatives, advance key strategic relationships, and continue the vital work in new territories like India and Mexico. We are focused on establishing future opportunities for our products and technologies.

"This support has also allowed us to submit application to the B.C. Securities Commission for the revocation of the cease trade order and to the TSX Venture Exchange for reinstatement. These are critical milestones that we are committed to achieving. We understand how important this is to our shareholders and we want to assure you that we are taking every necessary step to return to the public markets.

" Once again, thank you for standing by us during this phase -- a heartfelt thank you to our executive team and advisers. Your unwavering dedication, collaboration and tireless efforts have been instrumental in driving our progress. We look forward to continuing this journey together and delivering on our shared vision."

We seek Safe Harbor.