Jim Walker, Former CASE IH Vice President of North America, Joins Clean Seed Board of Directors

November 6, 2018 - Vancouver, British Columbia - Clean Seed Capital Group Ltd. (TSX-V: CSX) (“Clean Seed” or the “Company”) is pleased to announce Jim Walker, former CASE IH Vice President and former AGCO Corporation Vice President of Sales and Marketing, has joined the Company’s Board of Directors.

Jim Walker is a respected leader in the agricultural equipment business, with extensive experience in prominent senior leadership positions. Most recently, Jim was Vice President of North American Agricultural Business for CASE IH, a $26 billion global manufacturer and distributor of agricultural equipment, employing approximately 63,000 employees. Jim directed all CASE IH agricultural activities in the United States and Canada, achieving a significant increase in trading profit from 2006 to 2013 from a duel approach of delivering market share gains in the core product lines while managing costs.

Prior to joining CASE IH in July 2006, Jim served as the Vice President of Sales and Marketing, North America, of AGCO Corporation, a $7.4 billion global manufacturer and distributor of agricultural equipment employing approximately 19,000 employees. Jim directed 50% growth in revenues from 2004 to 2006 while reducing the distribution network by 50% and consolidating 23 AGCO brands into a handful. Previous to AGCO, he held a similar position with Claas Corporation, where he successfully developed Claas' combine and hay tool business for North America. Jim also spent 10 years with Deere and Company, where he helped build, support and train its professional dealer network.

Jim Walker states “After being directly involved in the leadership of various North American agriculture equipment manufacturers over the last 40 years, the opportunity to join the Clean Seed Board of Directors is a natural evolution for my career. The fact that Clean Seed has global aspirations and is involved in specialty products that are technology driven is exciting to me. I have great confidence in the management team and am aligned with their vision for the company. I look forward to playing an active and meaningful role with the team and particularly, in the commercialization of the business.” Graeme Lempriere, Chairman and Chief Executive Officer states “As we drive towards closing the acquisition of Harvest International Inc. it is my distinct pleasure to welcome Jim Walker to our board of directors. Jim’s depth of knowledge, network and proven track record is of immense value to our organization. His insight to the industry and hands on commitment to our team dovetails perfectly with our current business plan”.

Driving Technology Development in Modern Agriculture www.cleanseedcapital.com

Steve Larocque will be stepping down from the board of directors to make room for Jim Walker’s appointment. The Clean Seed Board of Directors and executive team would like to take this opportunity to thank Steve for his unwavering support and years of service to the board. Steve played an important role during the development of our technologies. We are privileged to have his continual contributions through his role as an advisor.

ON BEHALF OF THE BOARD “Graeme Lempriere” Chairman and CEO

About Clean Seed Capital Group Ltd.

The common shares of Clean Seed Capital Group Ltd. are listed on the TSX Venture Exchange and trade under the symbol "CSX".

We are a team of innovators and business management professionals with a proven track record of game changing innovation and production of patented agricultural technologies at an incredibly high level. We pride ourselves as progress facilitators that quickly turn viable concepts and ideas into commercially viable products that can fulfill demand.

The CX-6 SMART Seeder™ is a revolutionary seeding tool that utilizes the unique synergy of sophisticated electronic metering and intuitive software control putting rowby-row six-meter variable rate technology at the forefront of agricultural innovation. Our innovations create a new class of highly accurate seeding equipment designed specifically for today’s farmer.

For further information please contact Clean Seed at 604-566-9895 and visit our website at http://www.cleanseedcapital.com.

Neither the 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 news release.

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

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain “forward-looking statements” as defined under applicable Canadian securities legislation. Forward-looking statements herein include, but are not limited to, statements with respect to completing future events or actions. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Clean Seed disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

NORTHSTAR GOLD CORP. APPROVES IPO INITIATIVE, APPOINTS NEW OFFICERS, SPECIAL ADVISOR, ANNOUNCES PRIVATE PLACEMENT OFFERING, AND CALLS SHAREHOLDERS MEETING

NORTHSTAR GOLD CORP. APPROVES IPO INITIATIVE, APPOINTS NEW OFFICERS, SPECIAL ADVISOR, ANNOUNCES PRIVATE PLACEMENT OFFERING, AND CALLS SHAREHOLDERS MEETING

Northstar Gold Corp. ("Northstar" or the "Company"), a private corporation, today announced that its Board of Directors has authorized management to pursue going public by way of an initial public offering “IPO” and apply to list on a public stock exchange in Canada.

PROPOSED SHARE CONSOLIDATION

In preparation for the IPO, the Company has agreed to hold a shareholder meeting at will vote to approve a six for one share consolidation. The Company currently has 138,710,516 shares outstanding. Following the Consolidation, which is subject to shareholder approval, and without the inclusion of any securities that may be issued in connection with the Offering (defined below), the Company will have approximately 23,118,419 shares outstanding

Northstar is currently completing a pre-IPO non-brokered private placement, to raise between $300,000 and $400,000. The placement is a unit financing priced at $0.05/unit. Each unit consists of one share and one full 24 month warrant exercisable at $0.09. The placement also includes several anti-dilution clauses. For details please contact Derek wood at 403-200-3569, or dwood@conduitir.com. After the share consolidation the shares and warrants issued under this placement will also be consolidated on a 6 for one basis, and the exercise price of the warrant will become $0.54.

NEW APPOINTMENTS AND PROPOSED MANAGEMENT CHANGES

In connection with the IPO initiative, Northstar has strengthened its Board of Directors and management with the following appointments (subject to shareholder approval at the upcoming meeting).

Senior Executives

The Company has appointed Brian P. Fowler as Chief Executive Officer, Rob Suttie as Chief Financial Officer, and Mike Sutton as a “Special Advisor” to the Company’s Board of Directors. Furthermore, the Company has engaged the services of Conduit IR, a Calgary based investor relations firm to co-ordinate and assist with financing and investor relations initiatives.

The following is a summary of the backgrounds the appointees.

Brian P. Fowler – CEO and Proposed Director

• 38 years of global experience as a mining executive, analyst, exploration manager and consulting geologist

• A proven track record in generative and advanced exploration, project management, feasibility studies, mine development, production and project evaluations.

• Worked 13 years in various technical and management roles at Placer Dome Inc.

• Founding director and officer of several public companies including Laurentian Goldfields Ltd. (now Pure Gold Mining Ltd.) and RedQuest Capital Corp. (now Harfang Exploration Inc.)

• Capital markets experience raising >$20M for junior exploration over the last 12 years

• Currently engaged in the exploration and development of the Engineer Gold Mine in Northwestern B.C. and the Blende Zn-Pb-Ag Deposit in Yukon

• Qualified Person under National Instrument 43-101

George Pollock – Proposed Vice-President – Administration and Exploration Services

• Current President and COO of Northstar Gold Corp.

• 20 years of experience in the mineral exploration sector, including 10 years as President of Northstar Gold Corp.

• Experienced in land management, acquisition and development, exploration planning with several Q.P.’s including drilling programs, data management, aboriginal consultations, government consultation and regulatory applications and filings, investor and shareholder relations

• Successfully raised $7M for Northstar over the last 10 years

• Negotiated successful MOU agreements with local First Nations

• Mining Engineering Diploma (Honours) - Haileybury School of Mines

• Extensive field work experience in the Abitibi Greenstone Belt

Rob Suttie – CFO

• Currently Vice President of Marrelli Support Services Inc. offering accounting, corporate secretarial, reporting and filing services to Canadian public issuers

• 20 years of financial reporting experience, including 10 in public accounting

• Regularly involved in initial public offerings, business combinations, asset carve-outs and spin-out transactions

• President and CEO of Castle Resources Inc.

• Director and Former CFO of Rupert Resources Ltd.

• B.A. University of Western Ontario

Board of Directors

In connection with the IPO initiative, the current Board of Directors will be updated to include the following individuals. It is also anticipated that along with Mr. Fowler two additional directors with mining and public company experience will be presented to shareholders for election to the Board of Directors prior to completion of the IPO.

Dr. John W. Pollock, Co-Chairman, has more than 40 years of experience as a consultant providing professional archaeological and cultural heritage resource management services. Most of his work has been in mining, forestry and hydro development projects across northern Ontario. He has extensive experience assisting First Nations with locating and mapping traditional sites. Dr. Pollock has a B.A. (Hons.) from the University of Toronto, a M.A. from McMaster University and a Doctor of Philosophy Degree in Anthropology from the University of Alberta (1984)

Greg McKnight, Co-Chairman, has 15 years in the senior business development role within Yamana, most recently as Executive Vice President, Business Development. Prior to joining

Yamana in 2004, he was a director in the investment banking division of Canaccord Capital Corporation Before that, Mr. McKnight held various mining related positions including senior roles within other Canadian investment banks. Mr. McKnight holds a Bachelor of Commerce degree from the University of Toronto and a Master of Business Administration from the Ivey School of Business at the University of Western Ontario.

Brian P. Fowler, CEO – see above for a description of Mr. Fowler’s background.

Board Advisor/Technical Advisor to the Board/Advisory Board

Mike Sutton – Special Advisor

• Currently a director of several companies including Rupert Resources and Galway Metals. As a director of Galway Resources, he played a significant role in the company’s takeover by AUX for $340 million;

• 30 years of experience as an exploration geologist, working in some of the largest gold camps in the world, including Witwatersrand, Timmins, and Kirkland Lake;

• Worked for or consulted to companies including Queenston Mining, Osisko Mining, Kinross Gold, Barrick Gold, Lac Minerals and Corona;

• Awarded the Prospector of the Year for Ontario (along with Stew Carmichael) in 2006 for the discovery of the South Mine Complex while he was Chief Geologist and Assistant Manager at Kirkland Lake Gold Inc;

• B.Sc., Geology (Honours), University of Toronto;

• Qualified Person under National Instrument 43-101

SHAREHOLDER MEETING

The Company is pleased to announce that it will hold its annual general and special meeting of shareholders on Thursday, November 22, 2018 (the “Meeting”). The Information Circular and Proxy for the Meeting will be mailed to shareholders of record.

In addition to the regular matters considered at annual meetings, shareholders of the Company will be asked to approve the Consolidation and the election of new directors. The Company will not be changing its name in conjunction with the Consolidation.

INVESTOR RELATIONS

Northstar has engaged the services of Conduit Investor Relations Ltd., an investor relations firm, with a large and growing base of both professional and retail contacts that have demonstrated a strong interest in small cap venture investing. Conduit deploys a variety of initiatives to inform and educate its contacts base, providing awareness of potential risks and rewards associated with investing in the opportunities they represent. Conduit strives to inform, educate and empower investors to “make their own investment decisions and get involved.”

Derek Wood, founding partner of Conduit IR commented that “Conduit IR is extremely pleased to be working with Northstar Gold. With the quality of Northstar’s assets, the location of those assets, together with a strong management team and attractive capital structure, Conduit believes that Northstar is likely to become successful and if successful Conduit IR believes that substantial new wealth will be created.”

Conduit will assist Northstar in completing the IPO and continue its association with the Company post IPO by providing regular updates to current and prospective shareholders.

About Northstar Gold Corp.

Northstar is a private exploration company with gold and base metals projects in Ontario. The Company’s principal project is the 100%-owned Miller Gold Property located near Kirkland Lake, Ontario. The Miller property is located in the Larder Lake Mining Division of Northeastern Ontario 18 km south of Kirkland Lake and 5 km east of the village of Boston Creek.

P. Geo’s Trevor Boyd and Elisabeth Ronacher state in their June 22, 2018 43-101 Technical report...” It is the opinion of the authors of this report that the work completed to-date by Northstar has returned sufficient positive results to justify an enlarged follow-up exploration program consisting mostly of diamond drilling with the purpose of defining a mineral resource......."

For more information please refer to the company web site at www.northstargoldmining.com

Or contact Derek Wood Investor Relations at 403-200-3569 dwood@conduitir.com

Qualified Person

Trevor Boyd, P. Geo., PhD, a Qualified Person as defined in NI 43-101, has approved the scientific and technical information contained in this press release.

Forward-Looking Statements:

Certain information included herein is forward-looking. Forward-looking statements include, without limitation, statements regarding the future financial position, business strategy, budgets, projected costs, capital expenditures, financial results, taxes and plans and objectives of or involving the Corporation. Many of these statements can be identified by looking for words such as “believe”, “expects”, “expected”, “will”, “intends”, “projects”, “anticipates”, “estimates”, “continues”, or similar words and include but are not limited to, statements regarding the accretive effects of the acquisition and the anticipated results and expected benefits of the acquisition upon closing thereof. The Corporation believes the expectations reflected in such forward-looking statements are reasonable but no assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. Forward-looking statements are not guarantees of future performance and involve a number of risks and uncertainties some of which are described in the Corporation's continuous disclosure documents. Such forward-looking statements necessarily involve known and unknown risks and uncertainties and other factors, which may cause the Corporation's actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general economic, market and business conditions; industry capacity; competitive action by other companies; commodity prices; actions by governmental authorities including increases in taxes; changes in environmental and other regulations; and other factors, many of which are beyond the control of the Corporation. Any forward-looking statements are made as of the date hereof and the Corporation does not undertake any obligation, except as required under applicable law, to publicly update or revise such statements to reflect new information, subsequent or otherwise.

GARY ANDERSON APPOINTED TO PRESIDENT OF CLEAN SEED CAPITAL GROUP

October 16, 2018 - Vancouver, British Columbia - Clean Seed Capital Group Ltd. (TSX-V: CSX) (“Clean Seed” or the “Company”) is pleased to announce that CEO Graeme Lempriere has appointed Gary Anderson (former CEO of Ag Growth International – TSE: AFN) to serve as President of Clean Seed. Gary has held a seat on our board of directors since August 2017 and has played a role as independent senior advisor to the Company since February of 2017.

 Gary Anderson co-founded Ag Growth International (AGI) in 1996, a TSX listed company, serving as its Chief Operating Officer from its inception until late 2010, at which time he became the company’s Chief Executive Officer. By his retirement in December 2015, Gary had successfully led AGI from its humble grassroots origins to a highly successful billion-dollar enterprise with a global presence in the agricultural landscape. Gary and his team also had considerable success in the acquisition and integration of over a dozen businesses into the AGI group. Gary continues to serve on the AGI Board of Directors as well as a consultant until spring 2018, contributing toward the development of AGI’s Greenfield business in Brazil.

 Gary Anderson states “My involvement with Clean Seed has progressed from acting as an independent senior advisor, to working closely with the Senior Management Team on the Harvest International acquisition and now the development and implementation of our go forward strategies. Along the way I have come to appreciate both the exceptional opportunity present and the extremely talented and dedicated people involved with this venture. While Clean Seed is technically a start up in terms of commercialization, their strengths and competencies far exceed what one would normally expect at this stage of development. This gives me confidence in our collective abilities to execute quickly and continue our effective pursuit of technical innovation and our ability to leverage these assets strategically. I am excited to accept the role of President and will do my utmost to champion this business for the benefit of its customers, employees and shareholders.”

 Graeme Lempriere, Founder & CEO states “I have had the privilege and the distinct pleasure of working with Gary over the past 18 months. Gary’s deep commitment to our mission, both professionally and financially, have been far-reaching and consequential for our group. His accomplished history, insight and deep-rooted understanding of manufacturing in combination with our need for efficiencies and meeting demands of our rapidly accelerating growth plans makes this strategic appointment a perfect fit for this stage of our evolution. We welcome him in his new role as President.”   

ON BEHALF OF THE BOARD

“Graeme Lempriere”

Chairman and CEO

 

 

About Clean Seed Capital Group Ltd. 

The common shares of Clean Seed Capital Group Ltd. are listed on the TSX Venture Exchange and trade under the symbol "CSX".

 We are a team of innovators and business management professionals with a proven track record of game changing innovation and production of patented agricultural technologies at an incredibly high level. We pride ourselves as progress facilitators that quickly turn viable concepts and ideas into commercially viable products that can fulfill demand.

 The CX-6 SMART Seeder™ is a revolutionary seeding tool that utilizes the unique synergy of sophisticated electronic metering and intuitive software control putting row-by-row six-meter variable rate technology at the forefront of agricultural innovation.  Our innovations create a new class of highly accurate seeding equipment designed specifically for today’s farmer.

 For further information please contact Clean Seed at 604-566-9895 and visit our website at http://www.cleanseedcapital.com. 

 Neither the 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 news release.

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

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION:

This news release includes certain “forward-looking statements” as defined under applicable Canadian securities legislation.  Forward-looking statements herein include, but are not limited to, statements with respect to completing future events or actions. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements.  There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.  Clean Seed disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Clean Seed Capital Group Update to the Shareholders

August 27, 2018 – We would like to take this opportunity to update you on the progress of the acquisition of Harvest International Inc., and to delve a little deeper into both the acquisition rationale and our strategic thinking going forward. You will recall that on July 17thClean Seed Capital Group (TSX.V: CSX) proudly announced its agreement to acquire U.S. based Harvest International.

Acquiring Harvest is part of a broader diversification and strategic growth strategy aimed at expanding Clean Seed’s reach into the U.S. planter market and providing a direct path into the international planter market. Harvest has a full suite of market accepted, commercially available offerings that include the highly recognized and widely praised LASERPRO1 and LASERPRO2 planter row technologies; and the fully customizable 40’ – 60’ planter frames, including the UltraPlant60.

The benefits to acquiring Harvest are far reaching beyond U.S. marketplace expansion. The consolidation of our management and engineering teams, technologies, patent portfolio and production infrastructure will strengthen and reinforce our commitment to the advancement of our award winning CX-6 SMART Seeder platform in Canada and abroad. The farmer focused technological advantages of both companies will cross pollinate between the CX-6 SMART Seeder and Harvest Planter, blurring the lines between a planter and a seeder, including the introduction of precision singulation metering at the opener for all crops from corn to canola.

Other important points I’d like to communicate are, combining with Harvest:

  • expands our robust intellectual patent portfolio with the addition of key farmer focused planter components that provide us a unique advantage in competing in the North American and Global planter marketplace. Harvest is one of the few new entrants in the planter market in 25 years and entered by featuring modular customization designed to integrate with the latest precision planting technology. Historically this 6000-8000 unit per year market in NAR is dominated by only three major manufacturers; John Deere, Case IH and Kinze which represent over 90% of the market sales;
  • secures a modern 75,000 square foot state of the art manufacturing facility assuring internal production, quality control and development facilities.
  • expands our offerings across Canada as we are currently implementing plans that offer our Canadian farmers full access to the entire Harvest International product line through our existing dealer network – Rocky Mountain Equipment.
  • strengthens the quality, performance and distribution of the CX-6 SMART Seeder.

As part of our due diligence, we have worked to source strong financial partners that have expressed a deep commitment to supporting our expansion plans by funding this transaction. As Harvest is an established, operating business, our financing strategy is designed around working with these partners to utilize long-term, patient debt financing to avoid significant shareholder dilution while retaining earnings to grow the business. We are actively working towards closing the transaction which includes completing a financial statement audit to align Harvest as subsidiary for reporting purposes.

As we advance to closing the combination over the coming months we will be announcing our business plan for the combined Clean Seed and Harvest operations, including providing key details on the current and prospective operations to allow shareholders both new and veteran to better evaluate their investment decisions in regard to CSX.V. We also note that since the announcement, Clean Seed personnel have been under a trading black out since there remains limited material information about Harvest available to the marketplace.

The acquisition of Harvest International Inc. is a robust profitable complementary business unit to the CX-6 SMART Seeder and sets the stage for rapid revenue growth while positioning Clean Seed as a future Original Equipment Manufacturer (OEM) and provides a catalyst for additional strategic initiatives. We look forward to further updating you on our progress with Harvest and other related growth opportunities. To our loyal shareholders and the farming community on both sides of the border, thank you for your ongoing support and commitment to our collective mission of disrupting agriculture through technology.

 

CLEAN SEED CAPITAL GROUP LTD. ANNOUNCES STRATEGIC ACQUISITION OF U.S. BASED HARVEST INTERNATIONAL, INC.

July 17, 2018 – Vancouver, British Columbia – Clean Seed Capital Group Ltd. (“Clean Seed” or the “Company”) (TSX-V: CSX), is pleased to announce that it has entered into an agreement (the “Agreement”) dated July 16, 2018, to acquire Harvest International, Inc. (“Harvest International”) for $13,100,000 USD and future additional earn-out considerations. Pursuant to the Agreement, Clean Seed will acquire 100% of the shares and outstanding shareholder loans of Harvest International together with Harvest International’s manufacturing facilities located in Storm Lake, Iowa from the Friesen family (the “Acquisition”).

The Friesen family has been extremely successful in the agricultural manufacturing business since 1963, firstly as the founders of Meridian Industries, subsequently founding Friesen of Iowa and then most recently, Harvest International.

Harvest International was founded in 2007 with a commitment to design, develop and manufacture high quality augers and conveyor systems. After several years of success and a firm ear to the farming community, Harvest recognized an opportunity to add significant value to the planter market. In 2014, they transformed their business by creating and developing farmer focused planter technologies to complement their product offerings. Harvest International successfully secured patents for key components of their planter row units setting them apart from the competition. They subsequently developed and patented a unique toolbar design from the same farmer focused philosophy which has allowed them to advance from component producers towards full planter producers. To focus primarily on advancing its planter business, Harvest International sold its auger and conveyor product lines in 2017 and transformed its 75,000 square foot manufacturing facility and head office in Storm Lake, Iowa to commit 100% to the planter market. Harvest International has become a respected, recognized brand in the U.S. farming community by delivering farmer-driven, high quality products. Demand for their products continues to grow at a rapid pace.

Graeme Lempriere, President and CEO of the Company, commented: 

“Following the recent granting of Clean Seed’s patents in the U.S., we embarked upon a program to source a synergistic industry partner that could accelerate our growth and position our company to play a major role in the U.S. and international planter markets, complementing our SMART Seeder technology initiatives. One company stood out as a seamless fit for Clean Seed, U.S. based Harvest International. This transaction is a transformational event for our collective organizations and drives our speed to market. 

The management team of Harvest International has decades of experience in manufacturing agricultural equipment and a clear insight into farming community requirements.  This strategic acquisition is best described as a merger of two cutting edge technology pioneers. Our combination will lead to developing robust market share which will be protected by an international portfolio of patented, innovative technologies for both the planting and seeding segments. The amalgamation of our management teams and technological prowess is the catalyst to expeditious growth.”

Byron Friesen, President and CEO of Harvest International, stated: 

“Harvest International has a proud history of farmer-focused innovations in agricultural manufacturing and intellectual property development. Partnering with Clean Seed greatly advances our technological edge. Joining forces with a like-minded tech forward company like Clean Seed will allow our combined companies to deliver innovations not yet seen by North American farmers.”

Clean Seed will satisfy the purchase price of the Acquisition by way of: (i) the issuance of 8,000,000 Clean Seed common shares at closing, which will be subject to the standard four month hold period under applicable securities laws and TSX Venture Exchange (“TSX-V”) rules; (ii) a cash payment at closing of $2,580,718 USD, subject to customary closing adjustments; (iii) the assumption or restructuring at closing of notes payable of Harvest International and an affiliate aggregating approximately $7,519,282 USD; and (iv) future additional cash payments of up to $6,000,000 USD, based on Harvest International’s achievement of certain earn-out performance milestones, which will be paid out at the earliest in $2,000,000 USD annual installments over a three year period from December 31, 2019.The Company has initiated discussions with tier one Canadian financial institutions specializing in agriculture to provide structured debt financing to facilitate the Acquisition.  

On closing of the Acquisition, Byron Friesen, President and CEO of Harvest International, and other key Harvest International management will continue in their senior management roles. Byron will also be appointed to Clean Seed’s board of directors.

Closing of the Acquisition is subject to a number of conditions including: (i) obtaining all necessary regulatory approvals, including the approval of the TSX-V; (ii) completion of satisfactory due diligence; (iii) Clean Seed having obtained financing necessary to pay the closing cash portion of the purchase price; and (iv) other conditions typical of a transaction of this nature. Clean Seed anticipates closing the Acquisition in late 2018.

The common shares of Clean Seed are currently halted from trading on the TSX-V at the Company’s request and will remain so until the TSX-V has received all requisite documentation in connection with the Acquisition.

About Clean Seed Capital Group Ltd.

Clean Seed is driving technology development in modern agriculture by rapidly designing, patenting and producing highly advanced seeding and planting technologies. We are the creators of the world’s first and only award winning SMART Seeder™ technology, which is secured by our portfolio of intellectual property. Our CX-6 SMART Seeder™ has set the seeding equipment benchmark by enabling true execution of high resolution seeding prescriptions at each square foot of the field to suit soil conditions and fulfill agronomist recommendations, an industry first!

The common shares of Clean Seed are listed on the TSX-V and trade under the symbol “CSX”. For further information please contact Clean Seed at 604-566-9895 and visit our website at http://www.cleanseedcapital.com.

ON BEHALF OF THE BOARD

“Graeme Lempriere”

President, CEO

Clean Seed Capital Group & IIROC Issue Trading Halt. PENDING NEWS – TSX.V: CSX

VANCOUVER, July 12, 2018 /CNW/ – The following issues have been halted by IIROC:

Company: Clean Seed Capital Group Ltd.

TSX-Venture Symbol: CSX

Reason: At the Request of the Company Pending News

Halt Time (ET): 10:54 AM

IIROC can make a decision to impose a temporary suspension (halt) of trading in a security of a publicly-listed company. Trading halts are implemented to ensure a fair and orderly market. IIROC is the national self-regulatory organization which oversees all investment dealers and trading activity on debt and equity marketplaces in Canada.

SOURCE Investment Industry Regulatory Organization of Canada (IIROC) – Halts/Resumptions

For further information: IIROC Inquiries 1-877-442-4322 (Option 2) – Please note that IIROC is not able to provide any additional information regarding a specific trading halt. Information is limited to general enquiries only.

Black Iron Announces AGM Results

TORONTO, June 27, 2018 (GLOBE NEWSWIRE) -- Black Iron Inc. (“Black Iron” or the “Company”) (BKI.TO) reports, in accordance with the policies of the Toronto Stock Exchange, that the nominees listed in the management information circular dated May 29, 2018 were elected as directors of the Company at the Annual and Special Meeting of shareholders of the Company (the “Meeting”) held on June 27, 2018. 

Detailed results of the vote for the election of directors are as follows:

 Votes For% Votes ForVotes Withheld% Votes Withheld

John Detmold 59,257,87099.9527,3330.05

Bruce Humphrey 59,257,87099.9527,3330.05

Pierre Pettigrew 59,247,87099.9437,3330.06

David Porter 59,257,87099.9527,3330.05

Matthew Simpson 59,257,87099.9527,3330.05

Other Matters

Shareholders at the Meeting also approved (i) the appointment of the Company's auditors, (ii) the rolling 10% stock option plan of the Company, (iii) the amended and restated deferred share unit plan which provides non-executive directors with the ability to redeem annual director compensation through the issuance of common shares of the Company, and (iv) an amendment to By-Law No. 2 of the Company amending the quorum requirement at any meeting of the Company’s shareholders from 25% to 5%.  A total of 61,063,659 common shares were voted in connection at the Meeting, representing approximately 38% of the issued and outstanding common shares of the Company.

About Black Iron
Black Iron is an iron ore exploration and development company, advancing its 100% owned Shymanivske project located in Kryviy Rih, Ukraine. The Shymanivske project contains a NI 43-101 compliant mineral resource estimated to be 646 Mt Measured and Indicated mineral resources, consisting of 355 Mt Measured mineral resources grading 32.0% total iron and 19.5% magnetic iron, and Indicated mineral resources of 290 Mt grading 31.1% total iron and 17.9% magnetic iron, using a cut-off grade of 10% magnetic iron. Additionally, the Shymanivske project contains 188 Mt of Inferred mineral resources grading 30.1% total iron and 18.4% magnetic iron. Full mineral resource details can be found in the NI 43-101 compliant technical report entitled “Preliminary Economic Assessment of the Re-scoped Shymanivske Iron Ore Deposit” effective November 21, 2017 under the Company’s profile on SEDAR at www.sedar.com. The Shymanivske project is surrounded by five other operating mines, including ArcelorMittal's iron ore complex. Please visit the Company's website at www.blackiron.com for more information.

The technical and scientific contents of this press release have been prepared under the supervision of and have been reviewed and approved by Matt Simpson, P.Eng, CEO of Black Iron, who is a Qualified Person as defined by NI 43-101. 

For more information, please contact:

Matt Simpson
Chief Executive Officer
Black Iron Inc.
Tel: +1 (416) 309-2138