MINING.COM

News Release

Friday, December 19, 2025 4:00 PM PST

(via TheNewswire)

Bashaw, Alberta, December 19, 2025 – TheNewswire

Jason Schultz (the “Investor”) makes the following announcement in accordance with National Instrument 62-103 - The Early Warning System and Related Take Over Bids and Insider Reporting Issues.

The Investor advises that he has today filed an early warning report in connection with his holdings of securities in the capital of Clean Seed Capital Group Ltd. (the “Company”). The report included securities held by each of the Investor and JDS Farms Ltd. (“JDS”). The Investor has control over JDS. Together, the Investor and JDS are the “Joint Actors”.

The Company is a reporting issuer whose common shares are listed on the TSX Venture Exchange; having its head office at 2900-733 Seymour Street, Vancouver, British Columbia, V6B 0S6.

The Joint Actors recently acquired beneficial ownership and control over an additional aggregate (i) 5,000,000 common shares (“Shares”) and 5,000,000 warrants pursuant to the private placement announced by the Company on October 23, 2025, (ii) 1,075,471 shares pursuant to a shares for debt agreement to settle accrued interest announced by the Company on October 31, 2025, and (iii) 2,121,000 warrants pursuant to loan extension agreements announced by the Company on October 31, 2025.

The Joint Actors currently beneficially own and control an aggregate of (i) 16,020,355 Shares and (ii) 7,121,000 warrants of the Company. The Shares held by the Joint Actors represent 14.3% of the outstanding voting shares of the Company. If all of the 7,121,000 warrants held by the Joint Actors were exercised, they would hold 23,141,355 Shares representing 19.5% of the then outstanding voting shares of the Company.

Either of the Joint Actors may acquire additional securities of the Company, or may sell some or all of the securities now held by them from time to time in the future, but neither has present intentions in either regard, other than the proposed shares-for-debt transactions described below. Similarly, neither presently has any plans or intentions to (a) undertake a corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (b) sell or transfer any other material assets to the Company; or cause the Company to sell or dispose of any of its material assets; (c) change the board of directors or management of the Company, including any plans or intentions to change the number or term of directors or to fill any existing vacancy on its board; (d) effect a material change in the present capitalization or dividend policy of the Company; (e) effect a material change in the Company’s business or corporate structure; (f) effect a change in the Company’s charter, bylaws or similar instruments or another action which might impede the acquisition of control of the Company by any person or company; (g) cause any class of securities of the Company to be delisted from, or cease to be authorized to be quoted on, a marketplace; (h) cause the Company to cease to be a reporting issuer in any jurisdiction of Canada; (i) solicit proxies from securityholders; or (j) any action similar to any of those enumerated above.

Proposed Shares for Debt Transactions

The Company announced its intention to close shares-for-debt transactions aggregating $1,000,000 with JDS as follows:

i) by news release dated October 23, 2025, the Company announced its intention to close a shares-for-debt transaction with JDS whereby $250,000 of accounts payable will be settled through the issuance of 2,500,000 Shares at a price of $0.10 per share.

ii) by news release dated November 7, 2025, the Company announced its intentions to close a shares for debt transaction with JDS whereby $750,000 of accounts payable will be settle through the issuance of 3,000,000 Shares at a price of $0.25 per share.

These shares for debt transactions have not closed. TSX Venture Exchange policies requires an issuer to obtain prior disinterested Shareholder approval to:

i) the creation of a new control person resulting from the issuance of securities under a private placement or debt settlement; and

ii) the issuance of securities in settlement of a non-cash related debt.

The Company will seek disinterested shareholder approval of these transactions at its Annual General Meeting scheduled for January 7, 2026.

There are presently 112,041,268 Shares outstanding in the capital of the Company. On closing of the proposed shares for debt transaction there will be 117,541,268 Shares outstanding, and Mr. Schultz will hold, directly and indirectly, a total of 21,520,355 Shares and 7,121,000 warrants. These holdings will represent 18.3% of the outstanding Shares on an undiluted basis, and 23.0% on a partially diluted basis (assuming the exercise of all of his warrants).

A copy of the early warning report may be found under the Company’s profile on www.sedar.com.

“Jason Schultz”

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Jason Schultz

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.