Mr. Aidan Mills reports

NORTHSTAR ANNOUNCES RECEIPT OF ERA MILESTONE 4 PAYMENT, US$1.8 MILLION FINAL TRANCHE UNDER STRATEGIC INVESTMENT, AND FINANCIAL UPDATE

Northstar Clean Technologies Inc. has received $440,000 from Emissions Reduction Alberta (ERA) associated with the achievement of ERA milestone 4. The achievement of that milestone has triggered the final contracted $1.8-million (U.S.) tranche (tranche 2) of phase 2 of the previously announced $10.0-million (U.S.) strategic investment in Northstar by Allmine Paving LLC, a subsidiary of Tamko Building Products LLC. Tranche 2 will be completed through one or more non-brokered private placements of three-year unsecured convertible debentures to Allmine.

As announced on Sept. 1, 2026, Northstar successfully achieved the ERA Milestone 4 sustained production target following approval by ERA's technical team in late August, 2026. The company has now received the associated ERA grant payment, subject to the applicable 10-per-cent project holdback, and has triggered tranche 2 of the strategic investment.

"Achieving ERA Milestone 4 was an important operational accomplishment for Northstar, and we are pleased to have now received the associated ERA funding and to have triggered the final contracted tranche of Allmine's $10.0-million (U.S.) strategic investment. Together, these funding milestones represent tangible outcomes from the progress our team has made at Empower Calgary," stated Aidan Mills, president and chief executive officer of Northstar.

Under the terms of the strategic investment, Allmine is contractually obligated to finance tranche 2 following Northstar's completion of the ERA milestone criteria for sustained operation of the Empower Calgary facility, subject to TSX Venture Exchange approval. Following receipt of TSX-V approval, Allmine will subscribe for $2,138,400 principal amount of convertible debentures, with the remaining $237,600 principal amount to be subscribed for upon the release of the corresponding project holdback by ERA, subject to the policies and requirements of the TSX-V. The aggregate amount of tranche 2 remains unchanged.

The company is also pleased to provide a financial update regarding the extension of certain other outstanding convertible debentures and activity under its at-the-market equity program during the third quarter of 2026. "The extension of approximately $2.3-million of other convertible debentures otherwise maturing in December, 2026, and February, 2027, is also an important component of our financial planning. Extending these maturities provides the company additional financial flexibility and cash flow management as we continue the ramp-up of Empower Calgary," added Mr. Mills.

"Finalizing the detailed process for our previously announced ATM program as described below also adds financial flexibility and all necessary steps have now been completed to execute on the ATM program when appropriate."

Emissions Reduction Alberta

On July 31, 2023, the company announced that its wholly owned subsidiary, Empower Environmental Solutions Calgary Ltd., had entered into a contribution agreement with ERA whereby ERA agreed to finance up to approximately $7.1-million toward the development and construction of the Empower Calgary facility, subject to certain conditions.

On Sept. 1, 2026, Northstar announced that it had successfully achieved ERA Milestone 4 following approval by ERA's technical team in late August, 2026. The company has now received $440,000 associated with Milestone 4.

All remaining project holdbacks, totalling approximately $709,000, are expected to be released following the filing of the final project report, which will be completed after the facility upgrades scheduled this winter.

Strategic investment convertible debentures

The convertible debentures to be issued to Allmine will have a three-year term and bear interest at a rate of 10 per cent per annum, payable semi-annually in cash or payment-in-kind, subject to TSX-V rules. Each convertible debenture is convertible into units of the company for no additional consideration at a conversion price of 29 cents per unit. Each unit consists of one common share in the capital of the company and one-half of one non-transferable common share purchase warrant. Each warrant entitles the holder to purchase one additional common share at a price of 50 cents per warrant share until the maturity date of the convertible debenture. Any accrued but unpaid interest may be converted by the holder of the convertible debenture into common shares at a conversion price equal to the market price in effect on the applicable conversion date, subject to the policies of the TSX-V.

In accordance with the terms of the convertible debenture, 12 months following the issue date, the company may provide the holder with notice of its intention to prepay all or a portion of the principal amount together with any accrued but unpaid interest. Following receipt of such notice, the holder may elect, in accordance with the terms of the convertible debenture, to convert the applicable amount into units at a conversion price of 29 cents per unit or accept the applicable prepayment in cash.

There are no finders' fees payable in connection with the private placement.

Convertible debenture extension

The company also announces that it intends to enter into agreements to extend by one year the maturity dates of an aggregate of $2,285,000 of other outstanding convertible debentures, as shown in the attached table.

All other terms of the debentures will remain unchanged.

In connection with the extensions, the company also intends to extend by one year the expiry dates of the related common share purchase warrants. Warrants associated with the December, 2023, tranche and February, 2024, tranche remain exercisable at 30 cents per common share and are proposed to be extended to Dec. 21, 2027, and Feb. 16, 2028, respectively. The 200,000 common share purchase warrants currently outstanding and issued in connection with previous conversions of the February, 2023, tranche remain exercisable at 35 cents per common share and are proposed to be extended to Feb. 28, 2028, with all other terms remaining unchanged.

The extension of the maturity dates of the debentures and the expiry dates of the related warrants remains subject to the acceptance of the TSX-V.

As certain insiders of the company are to participate in the private placement, the extension of the debentures and the extension of the warrants, 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.

The extensions provide Northstar with additional financial flexibility and defer a significant portion of the company's near-term debt maturities into 2027 and 2028.

Quarterly at-the-market equity program update

The company is pleased to provide a quarterly update with respect to the company's previously announced at-the-market equity program (the ATM program) launched on June 1, 2026. The ATM program allows the company to issue and sell, from time to time, up to $10-million of its common shares from treasury to the public, at the company's discretion, pursuant to an equity distribution agreement between the company and Stifel Canada.

During the quarterly period ended Sept. 30, 2026, the company issued a total of 65,500 common shares on the TSX-V at an average price of 18.09 cents per share under the ATM program, providing gross proceeds of $11,848.95. Commissions of $236.98 were paid to the agent in relation to these distributions, resulting in net proceeds to the company of $11,611.97.

For further details on the ATM program, see the company's news release dated June 1, 2026.

Use of proceeds

The net proceeds received by the company in connection with the private placement are expected to be used for the continued advancement of the company's operations and development plans, including development activities related to future facilities in the United States, working capital and general corporate purposes.

The private placement remains subject to final approval by 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. Closing of the initial $2,138,400 subscription is expected to occur shortly following TSX-V approval, or on such date as the company and Allmine may agree. The remaining $237,600 principal amount will be subscribed for upon release of the corresponding ERA project holdback.

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 over-crowded landfills, and extracts the liquid asphalt for use in new hot mix asphalt shingle manufacturing and asphalt flat roof systems while also extracting aggregate, limestone 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 four 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.

We seek Safe Harbor.