Northstar Clean to extend debenture maturity to 2027

Executive Summary

• Northstar Clean Technologies Inc. intends to extend the maturity of $425,000 in convertible debentures (originally maturing Feb. 28, 2026) to Feb. 28, 2027, with all other terms remaining unchanged.
• The company will issue 106,250 common shares to satisfy $21,250 of accrued interest on the February 2026 tranche, with 18,750 shares allocated to insiders.
• Concurrently, 200,000 common share purchase warrants associated with the debentures will have their expiry date extended to Feb. 28, 2027.

Key Details

• Debt Extension:
  • Principal amount extended: $425,000.
  • Original maturity date: February 28, 2026.
  • New maturity date: February 28, 2027.
  • Tranche context: Part of the February 2026 tranche, originally raising $625,000.
  • Terms: All other terms associated with the February 2026 tranche remain unchanged.
• Interest Payment via Equity:
  • Total interest to be satisfied: $21,250.
  • Total shares to be issued: 106,250 common shares.
  • Insider allocation: 18,750 common shares issued to insiders.
  • Resale restrictions: All shares issued will be free of resale restrictions.
  • Conditions: Subject to customary closing conditions and TSX Venture Exchange approval.
• Warrant Extension:
  • Number of warrants extended: 200,000 common share purchase warrants.
  • New expiry date: February 28, 2027.
  • Conditions: Subject to TSX Venture Exchange acceptance.
• Regulatory Context:
  • The transaction involving insiders is classified as a related-party transaction under Multilateral Instrument 61-101.
  • The company intends to rely on exemptions from formal valuation and minority approval requirements under Policy 5.9 of the TSX-V and MI 61-101.
• Strategic Context:
  • CFO Greg Phaneuf stated that 98% of the $2.1 million in convertible debentures issued between December 2022 and February 2023 have been converted or will be extended.
  • The extension supports the balance sheet while the company drives toward production goals at the Empower Calgary facility.

Notable Quotes

• "Of the total $2.1-million in convertible debentures issued between December, 2022, and February, 2023, 98 per cent have either been converted to common shares or will be extended in this restructuring," commented Greg Phaneuf, vice-president, corporate development, and chief financial officer. "The extension of these debentures supports our balance sheet while we drive towards our production goals at the Empower Calgary facility and profitable operations."