Northstar Clean closes $3.6-million private placement

Mr. Aidan Mills reports NORTHSTAR ANNOUNCES CLOSING OF $3.6 MILLION IN FUNDING FOR TRANSITION TO COMMERCIAL OPERATIONS AND FUTURE FACILITY BUSINESS DEVELOPMENT Northstar Clean Technologies Inc. has closed a non-brokered private placement of 11,926,664 units of the company at a purchase price of 30 cents per unit for aggregate gross proceeds of approximately $3.6-million to transition the company to commercial operations and finance continuing business development efforts for Hamilton and the first U.S. site. The key terms of the financing include: Each unit consists of one common share of the company and one common share purchase warrant, with each such warrant entitling the holder thereof to acquire one additional common share at an exercise price of 45 cents per warrant share for a period of 36 months following closing of the financing; Use of proceeds: support the forecasted production ramp of the Calgary facility to achieve the near-term objective of Emission Reduction Alberta's Milestone 3 production threshold of greater than 80 tonnes per day, business development costs for Hamilton and the first U.S. site, and general corporate purposes; Insider and other key management represented approximately 10 per cent of the financing, evidencing financial support by leadership personnel. In addition, nearly 50 per cent of the financing was subscribed by existing shareholders, excluding insiders, further evidencing support of the company's robust business model; Several subscriptions, excluding those allocated to various insiders (as such term defined by the policies of the TSX Venture Exchange), were sourced through certain finder's fee arrangements. Pursuant to these arrangements, the company paid finders' fees in the aggregate amount of $179,337 and issued 597,787 non-transferable broker warrants to Leede Financial Inc., with a minor amount of that aggregate to Research Capital Corp., with each broker warrant exercisable for a period of 36 months following the closing date of the financing and entitling the holder thereof to acquire one common share at an exercise price of 30 cents per common share; Assuming the full exercise of the warrants and broker warrants, an additional $5.5-million would be deposited into the company's treasury. "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," commented Aidan Mills, president and chief executive officer. "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." A total of 24,451,115 securities were issued pursuant to the financing, including 11,926,664 common shares, an equivalent number of warrants and 597,787 broker warrants. Following completion of the financing, 149,403,649 common shares are issued and outstanding. All securities issued in connection with the financing are subject to a four-month-and-one-day statutory hold period expiring Nov. 26, 2025, in accordance with applicable securities legislation. While the company has received conditional approval of the financing from the TSX-V, closing remains subject to final acceptance by the TSX-V. The participation of the insiders in the offering is considered a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The issuance to the insiders of the units is exempt from the valuation requirement of MI 61-101 by virtue of the exemption contained in Section 5.5(a) and from the minority shareholder approval requirements of MI 61-101 by virtue of the exemption contained in Section 5.7(a) of MI 61-101, as the fair market value of the consideration of the securities issued to the related parties did not exceed 25 per cent of the company's market capitalization. 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. We seek Safe Harbor.