Mr. Aidan Mills reports

NORTHSTAR CLOSES US$9 MILLION FIRST TRANCHE OF US$10 MILLION PRIVATE PLACEMENT

Northstar Clean Technologies Inc. has closed tranche 1 of its previously announced $10-million (U.S.) non-brokered private placement of unsecured convertible debentures for gross proceeds of $9-million (U.S.). The company has entered into a definitive subscription agreement for the remaining $1-million (U.S.) under the private placement, the closing is subject to customary closing conditions.

"Closing tranche 1 of this financing with a five-year term, conversion price at a premium to market and no warrant reflects a strong vote of confidence from our investors," said president and chief executive officer Aidan Mills. "We believe it underscores both the strength of our underlying technology and the team's ability to execute on our development plan. Importantly, the structure allows us to secure meaningful capital while minimizing dilution for existing shareholders."

Each convertible debenture has a five-year term and will bear interest at a rate of 8 per cent per annum on the outstanding principal amount. The principal amount of the convertible debentures will be convertible into common shares of the company at the option of the holder at any time during the five-year term from the date of issuance at a conversion price of 20 U.S. cents per common share. Interest is payable in cash semi-annually in arrears on June 30 and Dec. 31 of each year, commencing June 30, 2026. The company may, at its option and subject to TSX Venture Exchange approval and applicable laws, satisfy accrued and unpaid interest payable on an interest payment date by issuing common shares in lieu of cash. The deemed issue price per common share for any common shares issued in satisfaction of interest will be equal to the 30-day volume weighted average trading price of the common shares on the TSX Venture Exchange for the 30 consecutive trading days ending on the trading day immediately prior to the applicable interest payment date, converted into U.S. dollars using the 30-day average U.S.-dollar/Canadian-dollar exchange rate published by the Bank of Canada for the 30 business days immediately preceding that interest payment date. If TSX-V approval is not obtained, such interest will be payable in cash. In no circumstances will the deemed issue price per common share for any common shares issued in satisfaction of interest be less than the minimum price permitted by the TSX-V, including the market price (as such term is defined in TSX-V policies), and any such share issuances remain subject to TSX-V acceptance and approval.

The company may, at its option, force the conversion of the outstanding principal amount of the convertible debentures, together with any accrued and unpaid interest (which is payable in cash unless, at the company's option and subject to TSX-V approval and applicable laws, is satisfied in common shares in accordance with the terms of the convertible debentures), upon not more than 60 days and not less than 30 days of prior written notice to the holders in the event that the daily volume weighted average trading price of the common shares on the TSX-V exceeds 75 Canadian cents per common share for 90 consecutive trading days.

In connection with closing of tranche 1, the company paid finders' fees to arm's-length third parties, satisfied through the issuance of approximately 3.7 million common shares at a price of 20 Canadian cents per common share. The finder's fee common shares are subject to the statutory hold period described below. The company also intends to pay finders' fees in connection with the closing of the remaining $1-million (U.S.) tranche on similar terms, subject to TSX-V acceptance and applicable laws. The company intends to use the net proceeds of tranche 1 of the private placement for working capital requirements and other general corporate purposes.

The convertible debentures are not prepayable for 12 months following the date of issuance except with the prior written consent of the holder. The convertible debentures and any common shares issuable upon conversion of principal are subject to a statutory hold period of four months and one day from the date of issuance, expiring on July 31, 2026, in accordance with applicable securities laws.

Update on debt management

As announced on Feb. 17, 2026, the company undertook a couple of initiatives to manage maturing convertible debentures. The company successfully extended the maturity date of the outstanding principal amounts of the company's February, 2023, tranche of convertible debentures from Feb. 28, 2026, to Feb. 28, 2027. The total outstanding principal amount of the February, 2023, tranche equalled $425,000. Additionally, a former holder of February, 2023, tranche debentures who had previously agreed to convert their remaining $100,000 of principal under the February, 2023, tranche into a non-convertible debenture, has agreed to convert such non-convertible debenture back to a convertible debenture on the same terms as remaining for the February, 2023, tranche. The economic effect of this transaction is that the total outstanding principal amount of the February, 2023, extended to Feb. 28, 2027, is $525,000. Additionally, the expiry date of 200,000 warrants previously issued pursuant to conversions of the February, 2023, tranche were also extended to Feb. 28, 2027.

In addition, as announced on Feb. 17, 2026, the company intends to issue common shares to satisfy the interest owing at Feb. 28, 2026, for the February, 2023, tranche. The final number shares to be issued in lieu of cash interest payments for the February, 2023, tranche equals 118,750 common shares, representing a settlement of $23,750 in interest. All amounts were issued to arm's-length third parties who subscribed to the February, 2023, tranche with the exception of James Borkowski, an independent director of the company. Mr. Borkowski received 12,500 common shares as settlement of $2,500 of interest owed as at Feb. 28, 2026.

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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