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

Vancouver, March 18, 2019 - 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. (together,

the “Agents”) for a private placement (the “Offering”) of up to 10,000 unsecured convertible

note units (each a “Unit“) on a best efforts basis for gross proceeds of up to $10,000,000. Each

Unit will consist of one $1,000 principal amount unsecured subordinated convertible note (each,

a “Note”) and 1,000 common share purchase warrants (each, a “Warrant”).

The Agents have been granted an option (the “Over-Allotment Option”) to purchase up to an

additional 1,500 Units for additional gross proceeds up to $1,500,000, exercisable in whole or in

part, at any time up to 48 hours prior to the closing of the Offering.

The net proceeds from the Offering are expected to be used to complete the acquisition of

Harvest International Inc., working capital and general corporate purposes.

Each Note will bear interest at the rate of 9.5% per annum, payable semi-annually, and will

mature 60 months from the date of issue. The principal amount of the Notes may be converted

by the holder into common shares of the Company at any time at a conversion price equal to

$0.50 per common share (the “Conversion Price”). The Company will also have the right to

redeem the Notes, in whole or in part, on 30 days' written notice to the Note holders, at a price

equal to the outstanding principal amount plus all accrued and unpaid interest (i) at any time

after 36 months from the date of issue if the daily volume weighted average price of the

Company's common shares on the TSX Venture Exchange (the “TSXV”) during the 20 consecutive

trading days ending on the fifth trading day preceding the date on which notice of redemption is

given exceeds $0.65; and (ii) at any time after 48 months from the date of issue. Redemption of

the Notes will occur on a pro rata basis and is subject to the holders' right to convert the Notes

into common shares at the Conversion Price.

Each Warrant will entitle the holder to purchase one common share for a period of 60 months

following the date of issue at an exercise price of $0.75 per common share. If at any time after

36 months from the date of issue the daily volume weighted average price of the Company’s

common shares on the TSXV is greater than $1.20 for any 20 consecutive trading days, the

Company may, by 30 days' written notice to the Warrant holders (i) reduce the remaining

exercise period of the Warrants to not less than 30 days following the date of such notice, and

(ii) increase the exercise price of the Warrants to $1.20 per common share.

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The agreements governing the Notes and Warrants will be available for viewing and download

on SEDAR ( after they have been entered into, and readers are encouraged to

review them in their entirety.

Closing of the Offering is expected to occur on or about April 15, 2019 and is subject to certain

customary conditions, including, but not limited to, the receipt of all necessary regulatory

approvals and acceptance of the TSXV. The Notes and Warrants issued under the Offering will

be subject to a statutory hold period of four months plus a day following the date of closing.

Closing of the Offering is not conditional on the acquisition of Harvest International Inc.

For further information please contact Clean Seed at 604-566-9895 and visit our website at


“Graeme Lempriere”

Chairman and CEO

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the