Northstar Clean closes $3.6-million private placement

Executive Summary

• Northstar Clean Technologies Inc. has closed a non-brokered private placement raising approximately $3.6 million in gross proceeds.
• The capital is designated to transition the company to commercial operations, specifically supporting the production ramp of the Calgary facility to meet Emission Reduction Alberta's Milestone 3 threshold (>80 tonnes/day), and to fund business development for the Hamilton and first U.S. sites.
• The transaction involved the issuance of 11,926,664 units at 30 cents per unit, with significant participation from insiders (10%) and existing shareholders (~50%), signaling strong internal confidence in the business model.

Key Details

• Gross Proceeds: Approximately $3.6 million.
• Instrument: Non-brokered private placement of 11,926,664 units.
• Price: 30 cents per unit.
• Unit Composition: Each unit consists of one common share and one common share purchase warrant.
• Warrant Terms (Investors):
  • Entitles holder to acquire one additional common share.
  • Exercise Price: 45 cents per share.
  • Duration: 36 months following closing.
• Use of Proceeds:
  • Support forecasted production ramp of the Calgary facility to achieve Milestone 3 production threshold (>80 tonnes per day).
  • Business development costs for Hamilton and the first U.S. site.
  • General corporate purposes.
• Insider/Management Participation: Approximately 10% of the financing was subscribed by insiders and key management.
• Shareholder Participation: Nearly 50% of the financing (excluding insiders) was subscribed by existing shareholders.
• Finder’s Fees & Broker Warrants:
  • Aggregate finder’s fees paid: $179,337.
  • Broker warrants issued to Leede Financial Inc.: 597,787 non-transferable warrants.
  • Minor amount of fees/warrants issued to Research Capital Corp.
  • Broker Warrant Terms: Exercisable for 36 months post-closing at an exercise price of 30 cents per common share.
• Potential Dilution: Assuming full exercise of all warrants and broker warrants, an additional $5.5 million would be deposited into the company's treasury.
• Total Securities Issued: 24,451,115 securities total, comprising:
  • 11,926,664 common shares.
  • 11,926,664 investor warrants.
  • 597,787 broker warrants.
• Post-Closing Share Count: 149,403,649 common shares issued and outstanding.
• Hold Period: All securities are subject to a four-month-and-one-day statutory hold period expiring November 26, 2025.
• Regulatory Status: Conditional approval received from TSX Venture Exchange; closing subject to final acceptance.
• Related Party Transaction: Insider participation is a related party transaction under Multilateral Instrument 61-101, exempt from valuation and minority shareholder approval requirements as the fair market value of consideration did not exceed 25% of market capitalization.

Notable Quotes

• "We are delighted by the continued support of Northstar's vision by both our existing long-term and now new strategic shareholders of the company... This infusion of capital will support both the transition to commercial operations for the Calgary facility and the continued business development of our expansion targets. With our technology proven, we are fast approaching the inflection point characterized by commercial production in Calgary and expansion plan certainty for Hamilton and U.S. No. 1." — Aidan Mills, President and Chief Executive Officer