Northstar Raises $1.0 Million in Debenture Proceeds

Executive Summary

• Northstar Clean Technologies completed a second closing of unsecured debentures, raising $1.0 million (200 units).
• Each unit consists of a $5,000 face‑value debenture plus 2,500 detachable non‑transferable warrants priced at $0.35 per warrant, with a 9% coupon payable semi‑annually.
• Proceeds are earmarked to ramp up operations at the Empower Calgary facility and for general corporate purposes; an operational update is promised in late February.

Key Details

• Financing Structure: 200 units of $5,000 face‑value debentures with 2,500 detachable warrants per unit (total 500,000 warrants).
• Coupon: 9.0% per annum, payable semi‑annually in cash or shares.
• Warrant Terms: Exercise price $0.35; term of 36 months from closing; non‑transferable.
• Total Gross Proceeds: $1,000,000.
• Security: Unsecured debentures.
• Use of Proceeds: Primarily to fund the ramp‑up of the Empower Environmental Solutions Calgary Facility and for general corporate purposes.
• Finder’s Fee: $45,000 cash commission paid to Leede Financial Inc. for sourcing the majority of the financing.
• Interest Payment Option: Interest may be satisfied by issuing common shares at a deemed price equal to the ten‑day VWAP on the TSX Venture Exchange preceding the interest payment date.
• Statutory Hold Period: All securities subject to a four‑month‑plus‑one‑day hold period expiring 2026‑05‑24.
• Regulatory Status: Conditional approval received from the TSXV; final acceptance pending.
• Subscription: Entirely subscribed by arm’s‑length existing investors.

Notable Quotes

“This Financing reflects our continued commitment to minimizing the dilution from our funding strategies as we advance Northstar's commercial objectives and support the continued ramp‑up of operations at Empower Calgary,” – Aidan Mills, CEO

Materiality Assessment: Material – Positive (significant capital raise intended to fund operational expansion).