Capital Ideas TV: Investor Education and Finding Winners

Published on 20 Mar 2019

Derek Wood is on a mission. The founder of Conduit Investor Relations has a deep history in Canada's capital markets. He uses that experience to help publicly-listed companies get their stories out to investors. Wood also firmly believes investors need to be armed with the right tools to conduct due diligence on companies in order to find winning investment ideas.

Capital Ideas TV: Clean Seed Capital Taking on Big Ag with SMART Seeder


Published on 18 Mar 2019

Clean Seed Capital (TSXV:CSX;OTC:CLGPF) is taking on the big players in agriculture by disrupting the sector with its patented CX-6 SMART Seeder, a technologically advanced machine for seeding and planting.

Capital Ideas Media publisher Mark Bunting talks to Clean Seed CEO Graeme Lempriere, who details the company's "transformational" deal to tackle the U.S., gives financial projections, and explains why the time for investors to get into the stock is now.

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Clean Seed Announces Unsecured Convertible Note Unit Financing To Complete Harvest International Acquisition

Clean Seed Announces Unsecured Convertible Note Unit Financing To Complete Harvest International Acquisition

Clean Seed Capital Group Ltd. (“Clean Seed” or the “Company”) (TSXV: CSX) (OTC: CLGPF) is pleased to announce that it has entered into an engagement letter with a syndicate of agents co-led by Canaccord Genuity Corp. and Raymond James Ltd. for a private placement of up to 10,000 unsecured convertible note units on a best efforts basis for gross proceeds of up to $10,000,000.

Clean Seed Added to Fabrice Taylor's Top Picks

Clean seed originally launched its smart seeder CX-6 for use in small grain seeding. The technology was well received by the agriculture community in Canada. After obtaining U.S patents Clean Seed has now announced plans to join forces with Harvest International and combine Clean Seed’s technology with Harvest International's existing planter business.

Purchase Price: $13,100,000 USD and future additional earn-out considerations.

The combined Company will be able to utilize the technology of both companies to provide a farmer based solution for both the planting and seeding market that could revolutionize how crops are planted and seeded worldwide.

Clean Seed has stated that financing for this acquisition will utilize Harvest an established, operating business, with current sales volume that justify a financing strategy aimed at utilizing long-term, patient debt financing to avoid significant shareholder dilution while retaining earnings to grow the business.
Because Harvest is a private company a financial statement audit to align Harvest as subsidiary for reporting purposes had to be completed.

Clean Seed and Harvest have been working with strong financial partners that have expressed a deep commitment to supporting expansion plans by funding this transaction. Details of the financing are expected to be announced soon.

While working to complete necessary financing to close the acquisition, Clean Seed has been Successful at adding to its already impressive board and management team.*

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.