News Release

(via TheNewswire)

Bashaw, Alberta - TheNewswire - January 12, 2026

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) 5,500,000 common shares (“Shares”) of the Company pursuant to two shares for debt agreement to settle $1,000,000 of accounts payable 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.

By news release dated January 8, 2026, the Company announced that it had received disinterested shareholder approval for these transactions at its annual general meeting.

The Joint Actors currently beneficially own and control an aggregate of (i) 21,520,355 Shares and (ii) 7,121,000 warrants of the Company. These holdings represent 18.3% of the outstanding voting Shares of the Company on an undiluted basis. If all of the 7,121,000 warrants held by the Joint Actors were exercised, they would hold 28,641,355 Shares representing 23.0% 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. 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.  

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.

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