Northstar Provides Operational Update, Outlines 2026 Priorities and Announces US$10 Million Non-binding Term Sheet; Webcast Today

Executive Summary

• Northstar announced a non‑binding US$10 million term sheet for unsecured convertible debentures, providing near‑term financial flexibility.
• The Empower Calgary facility is ramping toward 100–150 tpd with bottlenecks resolved and an upgrade planned for fall 2026 to achieve full commercial production of 150 tpd.
• Management changes: Lynda Paananen appointed CFO; Mark Bishop appointed VP Engineering & Projects.

Key Details

• Convertible Debentures (Non‑binding Term Sheet)
• Amount: US$10,000,000 gross proceeds (up to).
• Structure: Unsecured, non‑transferable convertible debentures bearing 8% annual interest.
• Conversion price: C$0.275 per common share; accrued interest may be converted at market price at conversion time.
• Forced conversion trigger: TSXV VWAP > C$0.75 for 90 consecutive trading days (30‑60 day notice).
• Use of proceeds: Working capital and general corporate purposes.
• Finder’s fee: 6% of gross proceeds payable in common shares.

• Expected closing: Final week of March 2026, subject to definitive agreements and TSXV approval.

• Empower Calgary Operational Update

• Current throughput: Operating at ~80 tpd; target interim volume 100–150 tpd.
• Identified three bottlenecks (two material‑transfer, one water processing) – all resolved.
• Anticipated achievement of ERA Milestone #4 in Q2 2026, triggering Tranche 2 of Allmine Paving LLC investment (US$1.8 million convertible debenture).

• Planned processing upgrade (fall 2026) to improve asphalt recoveries; post‑upgrade target full production at 150 tpd with optimized output.

• Strategic Priorities for 2026

• Continue ramp‑up and commercial production at Empower Calgary.
• Advance permitting, engineering, and design work for future facilities in Baltimore (MD) and Hamilton (ON).

• Minimal capital expenditures anticipated through 2026; construction/commissioning targeted for 2027 with commercial start‑up in 2028.

• Management Changes

• Lynda Paananen promoted from Corporate Controller to Chief Financial Officer (effective March 9, 2026).
• Greg Phaneuf stepped down as CFO.

• Mark Bishop appointed Vice President Engineering & Projects; previously a consultant since June 2025.

• Investor Webcast

• Title: “Northstar Clean Technologies Q1 2026 Corporate Update”
• Date/Time: Thursday, March 12, 2026 – 15:00 MST / 17:00 EST
• Registration link provided for live participation; archived webcast to be available thereafter.

Notable Quotes

• Aidan Mills, President & CEO: “We believe this financing is structured in a way that aligns with the interests of our shareholders…provides the Company with significant near‑term financial flexibility.”
• Aidan Mills on operations: “The quality of the liquid asphalt being produced is exceeding both our expectations and those of our partners, cementing the fact that our patented process and core technology work.”

Materiality Assessment: Material – Positive.