Mr. Aidan Mills reports

NORTHSTAR SELECTS BALTIMORE, MARYLAND AS FIRST UNITED STATES EXPANSION LOCATION

Northstar Clean Technologies Inc. has entered into a non-binding agreement to secure a lease in Baltimore, Md., as the location for its first U.S. commercial facility.

Through a third party agent, Northstar will move to secure a lease with the following terms. The site in question includes an existing 54,000-square-foot building with an additional three acres for outside storage and other operational considerations. The lease term will be 10 years, with three separate five-year renewal options. The lease will commence July 1, 2026, with rent commencing Oct. 1, 2026. This location is expected to achieve a number of operational and strategic objectives, namely: (1) a sufficiently large building on site will avoid complexities associated with constructing a building and a Northstar facility concurrently; (2) Baltimore and its surrounding area represent a region high on Northstar's economic return target list supported by tipping fees, asphalt prices and access to shingle supply, and; (3) this region represents a key area for Northstar's strategic partner, Tamko Building Products LLC. Tamko owns and operates an asphalt shingle production facility located in Frederick, Md., 50 miles from Baltimore. As previously announced, Tamko and Northstar entered into an agreement, whereby Tamko will purchase the majority of the asphalt product produced from the first four U.S. facilities constructed and operated by Northstar.

"We are coming off a transformational year in which we completed construction of our Calgary facility and began ramping up operations. Announcing Baltimore as the location for our first U.S. facility is an excellent way to start the new year and a major step in our U.S. expansion and plans to supply Tamko's Frederick, Md., facility," said Aidan Mills, president and chief executive officer of Northstar. "This initial project represents our first entry into the U.S. market and reflects growing interest from U.S.-based strategic partners and investors who see the U.S. market as an important long-term opportunity in our scalable, circular asphalt-shingle-reprocessing solution."

With the lease anticipated to be closed subject to customary conditions, the company also initiated permitting activities, marking the formal start of the regulatory process required to advance the project toward construction and commissioning. The company anticipates the commencement of operations from this facility in the second half of 2027.

Shares-for-debt transactions

Northstar also announces a number of share issuances to satisfy interest payable on various tranches of previously issued convertible debentures. Over the course of 2022 to 2024, the company issued several distinct tranches of convertible debentures, each having specific provisions on conversion terms, interest rates and forms of interest settlement. The company and the respective holders of various tranches of convertible debentures agreed to satisfy interest owing on several of the debenture tranches by the following issuances of common shares.

In addition, of the total $1.44-million issued as convertible debentures in December, 2022, 97 per cent of this tranche has been converted into common shares. Significant portions of other tranches of convertible debentures have been converted into common shares as well; to date, nearly $2.5-million in convertible debentures has been converted and the company expects this trend to continue.

"We are very appreciative of the continued support by our capital providers, namely holders of convertible debentures," commented Greg Phaneuf, vice-president, corporate development, and chief financial officer. "By converting their original debt and taking common shares as interest payments, our financial supporters evidence a confidence in the long-term potential and value proposition for the company."

As certain insiders of the company are to receive shares under the aforementioned shares-for-debt transactions, their participation is considered a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company intends to rely on the exemptions from the formal valuation and minority approval requirements of Policy 5.9 of the TSX-V and MI 61-101 in respect of related party transactions contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, respectively. Closing of the shares-for-debt transactions is subject to customary closing conditions, including the approval of the TSX Venture Exchange. The company intends to close the shares-for-debt transactions as soon as practicable. All shares issued will be free of resale restrictions.

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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