Clean Seed Capital Group Announces Results of Annual General Meeting

(TheNewswire)

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

Election of Directors

Each of Graeme Lempriere, GaryAnderson, 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 ofthe Company for the ensuing year.

Equity Incentive Plan

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

(a)         a “rolling” stock option componentpursuant to which the Company is authorized to grant stock options ofup to 10% of its issued and outstanding shares, from time to time;and

(b)         a “fixed” equity compensation awardcomponent pursuant to which the Company is authorized to grantrestricted share units (RSUs), deferred share units (DSUs), preferredshare units (PSUs), stock appreciation rights and stock purchaserights, of up to 10% of its issued and outstanding shares at the timethe Incentive Plan was implemented. The maximum number of shares whichcan be realized upon the exercise of all such awards, excludingoptions, is capped at 11,154,127 shares.

While the Company is listed on the NEX branch of theTSX Venture Exchange (“TSX-V”), it is eligible to grant Optionsonly under the equity incentive plan.  Upon the Company graduatingits listing to Tier 2 on the TSX-V, it will be eligible to award allother incentives under the equity incentive plan.

New Control Person

Further to the Company’s news releases dated October23, 2025, and November 7, 2025, the Company announced its intention to close shares-for-debt transactionsaggregating $1,000,000 with an insider of the Company. The insider isMr. Jason Schultz, who is settling debts to receive 5,500,000 Sharesthrough 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 tosettle 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 Companyif the Company completes the Shares for debt.

Accordingly, the Company is required to obtaindisinterested Shareholder approval in order to issue any further oradditional Shares or warrants that would cause Mr. Schultz to holdmore than 20% of the Company’s outstanding shares on a partiallydiluted basis.  

At the AGM, the Company received disinterestedshareholders approval of the following resolutions:

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

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

Shares for Debt

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

Since Jason Schultz is an insider of the Company andwill receive the 5,500,000 Shares pursuant to the shares-for-debttransactions with JDS Farms Ltd., the Company has relied on theexemptions from the valuation and minority shareholder approvalrequirements of Multilateral Instrument 61-101 - Protection of Minority Security Holders inSpecial Transactions ("MI 61-101")contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101 in respect ofsuch 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 companyaccelerating the commercialization of its award-winning,internationally patented SMART Seeder™ technologies. Designed forreal-world conditions and backed by independent field trials, thesetools significantly reduce fertilizer usage while supporting highercrop performance and overall farm profitability.

At the heart of Clean Seed’s offering is the SMARTSeeder™ system—a breakthrough in precision seeding that combinesadvanced electronic metering with intuitive software control. Itsability to deliver row-by-row variable rate inputs positions it as aleading innovation in the next generation of sustainablefarming.

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

The common shares of Clean Seed Capital Group Ltd. arelisted on the NEX branch of the TSX Venture Exchange and trade underthe symbol "CSX.H".

For further information please contact Clean Seed atinfo@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 isdefined in the policies of the TSX Venture Exchange) acceptsresponsibility for the adequacy or accuracy of this release.

This press release is not an offer or a solicitation ofan offer of securities for sale in the United States. The commonshares of Clean Seed Capital Group Ltd. have not been and will not beregistered under the U.S. Securities Act of 1933, as amended, and maynot be offered or sold in the United States absent registration or anapplicable exemption from registration.

This news release includes certain “forward-lookingstatements” as defined under applicable Canadian securitieslegislation. All information and statements contained herein that arenot clearly historical in nature constitute forward-lookinginformation. Forward-looking statements are necessarily based upon anumber of estimates and assumptions that, while considered reasonable,are subject to known and unknown risks, uncertainties, and otherfactors which may cause the actual results and future events to differmaterially from those expressed or implied by such forward-lookingstatements. There can be no assurance that such statements will proveto be accurate, as actual results and future events could differmaterially from those anticipated in such statements. Clean Seeddisclaims any intention or obligation to update or revise anyforward-looking statements, whether as a result of new information,future events or otherwise, except as required by law.

Copyright (c) 2026 TheNewswire - All rights reserved.