Mr. Aidan Mills reports

NORTHSTAR ANNOUNCES CLOSING OF FIRST TRANCHE OF PRIVATE PLACEMENT AND ANNOUNCES CFO TRANSITION

Northstar Clean Technologies Inc. has closed the first tranche of its previously announced private placement offering of unsecured convertible debenture units of the company at a price of $5,000 per convertible debenture unit for aggregate gross proceeds of $2.26-million. The company anticipates closing a second tranche of the private placement in early Q1 2024. The private placement was conducted on both a brokered and non-brokered basis. The brokered offering was led by Independent Trading Group Inc., as lead agent and sole bookrunner, pursuant to an agency agreement dated Dec. 21, 2023, between the company and the agent.

TAMKO Building Products LLC, a major strategic investor in Northstar, subscribed in the private placement under the non-brokered offering, with no finders' fees payable on TAMKO's participation in the private placement.

The net proceeds received by the company in connection with the private placement will be used for general corporate purposes and added contingency for Northstar's proposed asphalt reprocessing facility in Calgary, Alta. (the Empower Calgary facility).

Each convertible debenture unit consists of: (i) one non-transferable 12.5 per cent unsecured convertible debenture in the principal amount of $5,000 convertible into common shares of the company; and (ii) 25,000 non-transferable common share purchase warrants. The convertible debentures will mature on Dec. 21, 2026, and will bear interest at a rate of 12.5 per cent per annum commencing on the closing date, with such interest being computed on the basis of a 360-day year composed of 12 30-day months, and payable in cash semi-annually in arrears on the last day of June and December of each year, commencing on June 30, 2024. Each warrant entitles the holder thereof to purchase one additional common share at a price of 30 cents per warrant share until Dec. 21, 2026.

The principal amount may be converted, for no additional consideration, into conversion shares at the option of the holder of convertible debenture at any time after the closing date of the private placement at a conversion price of 20 cents per conversion share. In addition, concurrently with the conversion of any principal amount, the holder may also elect to convert any accrued and outstanding interest into common shares at a conversion price equal to the closing price of the common shares on the TSX Venture Exchange on the last trading day immediately preceding the applicable date of conversion of such accrued and unpaid interest.

In accordance with the terms of the convertible debentures, the company will be entitled, at any time prior to the maturity date, to force the conversion of any outstanding principal amount at the conversion price and any accrued and unpaid interest then outstanding at the interest conversion price upon providing the holder thereof not more than 60 days of and not less than 30 days of prior written notice, in the event that the daily volume weighted average trading price of the common shares on the TSX-V is greater than 50 cents per common share for 10 consecutive trading days on the TSX-V.

As consideration for the services of the agent in connection with the brokered offering, the company paid to the agent: a cash commission of $48,300, equal to 7.0 per cent of the aggregate gross proceeds raised under the brokered offering; and issued to the agent 241,500 compensation warrants, being an amount as is equal to 7.0 per cent of the aggregate gross proceeds received by the company under the brokered offering divided by the conversion price. Each agent's warrant is exercisable for a period of 36 months following the closing date and entitles the holder thereof to acquire one common share at an exercise price of 30 cents per share.

In connection with the non-brokered offering, the company paid finders' fees in the aggregate amount of $35,700 and issued 178,500 non-transferable broker warrants to eligible finders, with each broker warrant exercisable for a period of 36 months following the closing date and entitling the holder thereof to acquire one common share at an exercise price of 30 cents per share. Two pro group members (as such term is defined in the policies of the TSX-V) also subscribed for an aggregate subscription amount of $25,000.

The private placement remains subject to the final approval of the TSX-V. All securities issued in connection with the private placement will be subject to a statutory four-month hold period in accordance with applicable securities legislation.

The company also reports that certain insiders (as such term is defined by the policies of the TSX-V) of the company subscribed for an aggregate subscription amount of $730,000 under the non-brokered offering, which is considered a related party transaction within the meaning of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. The participation by the insiders under the non-brokered offering is exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in Section 5.5(b) as the company's shares are not listed on a specified market and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in Section 5.7(a) of MI 61-101 in that the fair market value of the consideration of the securities issued to the insiders did not exceed 25 per cent of the company's market capitalization.

CFO transition

The company also announces that Rosemary Pritchard will be transitioning out of her role as chief financial officer (CFO) of the company, effective Dec. 31, 2023. Northstar has appointed Christopher Park to serve as the company's interim CFO effective Jan. 1, 2024, and Ms. Pritchard will continue to support the company into the new year, working closely with Mr. Park as he transitions into his new role.

Aidan Mills, president, chief executive officer and director of Northstar, stated: "I want to thank Rosemary for her hard work as CFO over the past two years. During that time, Northstar has grown tremendously, and Rosemary played a critical role in laying the financial foundation for the future Empower Calgary facility."

Mr. Park is a chartered professional accountant with several years of executive financial management experience within the mining industry, which encompasses financings and restructurings, financial reporting, internal controls, taxation, and treasury management with companies ranging from grassroots exploration to mine development, to producers. He has held numerous positions with publicly listed mining companies which include chief financial officer and corporate controller positions. Most recently he was chief financial officer for Northern Vertex Mining Corp. during the period where it constructed the Moss mine and transitioned to commercial production, and Northern Graphite Corp. during the period the company acquired producing and development graphite assets.

Stock options issuance

The company also announces the issuance of 250,000 stock options to an officer of the company that will expire in five years at an exercise price of 21 cents per common share.

About Northstar Clean Technologies Inc.

Northstar is a Canadian-based clean technology company focused on the sustainable recovery and reprocessing of asphalt shingles. Northstar has developed a proprietary design process for taking discarded asphalt shingles, otherwise destined for already overcrowded landfills, and extracting the liquid asphalt for use in new hot mix asphalt, shingle manufacturing and asphalt flat roof systems, and aggregate and fibre for use in construction products and other industrial applications. Focused on the circular economy, Northstar plans to reprocess used or defective asphalt shingle waste back into its three primary components for reuse/resale at its first commercial-scale-up facility in Calgary, Alta. As an emerging innovator in sustainable processing, Northstar's mission is to be the leader in the recovery and reprocessing of asphalt shingles in North America, extracting the recovered components from asphalt shingles that would otherwise be sent to landfill.

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