Mr. Aidan Mills reports

NORTHSTAR RAISES $1.0 MILLION IN DEBENTURE PROCEEDS

Northstar Clean Technologies Inc. has completed a second closing of unsecured debentures totalling $1-million. This closing was completed on terms that are substantially similar to the debentures previously announced by the company on Dec. 9, 2025. Certain minor changes to the terms were agreed to with subscribers under the financing, principally relating to the number of warrants issuable and the applicable exercise price. The terms of the financing are set out below:

• Unit composition: $5,000 face value debenture with 2,500 detachable non-transferable whole warrants per unit;
• Coupon: 9.0 per cent, paid semi-annually in cash or shares (as described below);
• Total proceeds: $1-million (200 units);
• Warrant exercise price: 35 cents per warrant;
• Warrant term: 36 months from closing;
• Security: unsecured.

"This financing reflects our continued commitment to minimizing the dilution from our funding strategies as we advance Northstar's commercial objectives and support the continued ramp-up of operations at Empower Calgary," said Aidan Mills, chief executive officer of Northstar. "We are excited with the progress to date and will provide an operational update in late February."

The financing was entirely subscribed by arm's-length parties, all of whom are existing investors of the company. Use of proceeds will be directed to ramp up operations at the company's Empower Environmental Solutions Calgary facility and for general corporate purposes. The majority of the financing was sourced through a finder's fee arrangement with Leede financial Inc. The company paid Leede a cash commission of $45,000.

Interest payable on the debenture may be satisfied by the issuance of common shares in the capital of the company at a deemed price equal to the 10-day volume-weighted average price of the common shares on the TSX Venture Exchange immediately preceding the applicable interest payment date.

All securities issued in connection with the financing are subject to a four-month-and-a-day statutory hold period expiring May 24, 2026, in accordance with applicable securities legislation. While the company has received conditional approval of the financing from the TSX-V, closing remains subject to final acceptance by the TSX-V.

Northstar looks forward to providing an operation update in late February highlighting progress as the Empower Calgary facility continues to ramp up.

About Northstar Clean Technologies Inc.

Northstar is a Canadian waste to value technology company focused on the sustainable recovery and reprocessing of asphalt shingles. Northstar developed and owns a proprietary design process for taking discarded asphalt shingles, otherwise destined for already overcrowded landfills, and extracts the liquid asphalt for use in new hot mix asphalt shingle manufacturing and asphalt flat roof systems while also extracting 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 with its first commercial scale-up facility in Calgary, Alta. As an emerging innovator in sustainable processing, Northstar's mission aims at leading the recovery and reprocessing of asphalt shingles in North America that would otherwise be sent to landfill addressing numerous stakeholder objectives.

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