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Clean Seed shares to be reinstated on TSX-V July 3

2025-06-27 19:41 ET - News Release

Mr. Graeme Lempriere reports

REINSTATEMENT FOR TRADING

Clean Seed Capital Group Ltd. has received the acceptance of the TSX Venture Exchange for the reinstatement of trading of the company's common shares on or about July 3, 2025.

Clean Seed's common shares were suspended from trading on Jan. 8, 2024, upon a cease trade order being issued against the company by the B.C. Securities Commission. As previously announced, the CTO was rescinded on June 10, 2025, upon the company filing all outstanding financial statements, corresponding management's discussion and analysis, and certifications.

As a condition of being granted the CTO rescission order, the company has undertaken to call and hold an annual general meeting of its shareholders within three months of the CTO being revoked. The company has not held an AGM since December, 2022, and is not in compliance with applicable corporate law and exchange requirements to hold an AGM within 15 months following its AGM in December, 2022.

As a result, the company will be placed on a 90-day exchange notice pursuant to exchange Policy 3.2, Section 4.1.

The company expects to hold an AGM in September, at which shareholders will be asked to review the past two years of audited financial statements, appoint the company's auditor for the fiscal year ending June 30, 2025, appoint directors and approve the company's equity incentive plan.

The company's expected AGM in September will rectify the deficiencies noted, including the exchange notice.

In conjunction with the company's application for reinstatement of trading, Clean Seed is providing the following corporate update and information:

  • The company recently filed its audited financial statements for the fiscal years ended June 30, 2023, and 2024, and all interim statements up to March 31, 2025.
  • The company's board of directors currently consists of the following.

Director                             Title               

Graeme Lempriere          Chairman and CEO    
Gary Anderson         Independent director
Dr. Ulrich Trogele    Independent director
Glenn Gatcliffe       Independent director

  • The company has the following securities outstanding: 95,056,869 common shares; and 500,000 incentive stock options exercisable at 40 cents per share until Jan. 31, 2026. There are no warrants or other convertible securities outstanding other than the convertible notes referenced below.
  • The company has an aggregate of $2.1-million of loans owing to various government-related entities, all of which are past due. The company is seeking to renegotiate payment terms for such debt.
  • The company has an aggregate of $5,903,000 of outstanding promissory notes, consisting of principal of $4,671,000 and accrued interest of $1,232,000.
  • The company has an aggregate of $762,000 of outstanding convertible notes, consisting of principal of $630,000 and accrued interest of $132,000.
  • As disclosed in Note 19 of the company's audited financial statements for the year ended June 30, 2024, and in Note 16 of its interim financial statements as at March 31, 2025, the company was served a complaint in 2021 from a past manufacturer related to services rendered in 2018 in the amount of $1,613,000 plus interest, costs and other just amounts. The company issued a response to the manufacturer, which included its assessment of damages caused by the manufacturer against the company. The manufacturer did not pursue the claim further after receiving the company's response. The company has not pursued the matter further. Consequently, the company did not consider the filing of the claim a material event. There has been no correspondence on the matter since 2021.
  • As at March 31, 2025, the company had a net working capital deficit of $13,526,064.

The company is currently evaluating alternatives to raise additional funds, in conjunction with assessing business opportunities, to remedy its net working capital deficit and provide sufficient financing for the ensuing 12 months and beyond. The company will seek to secure a combination of debt and equity financing, which may include restructuring certain loans, convertible debentures and promissory notes. There is no assurance that future financing will be sufficient to sustain operations.

About Clean Seed Capital Group Ltd.

Clean Seed is a team of innovators and business management professionals with a proven record of game-changing innovation and production of patented agricultural technologies at an incredibly high level. It prides itself as a progress facilitator that turns 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. Its innovations create a new class of highly accurate seeding equipment designed specifically for today's farmer.

We seek Safe Harbor.

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