On July 31, 2023, Northstar completed a strategic investment with Allmine Paving LLC, a party and subsidiary of TAMKO Building Products LLC ("TAMKO"), one of America's largest independent manufacturers of residential roofing shingles, roofing products and waterproofing solutions. Northstar completed a C$8.5M non-brokered private placement of preferred shares at C$0.29 per preferred share, as Phase 1 of TAMKO's strategic investment (the "Strategic Investment"). Phase 2 includes TAMKO purchasing two tranches of C$4.72M (tranche 1 of C$2.36M and tranche 2 of C$2.36M) of unsecured 3-year convertible debentures.
Northstar also signed a non-binding Memorandum of Understanding (the “Strategic MOU”) with TAMKO, under which Northstar and TAMKO agreed to work together with respect to the initial Northstar US Facilities. Among other terms, during the exclusivity period under the Strategic MOU, TAMKO has agreed to enter into offtake agreements providing for the acquisition of a significant portion of the asphalt and aggregate produced by the Northstar US Facilities. The parties have agreed to work together to determine the location of each of the Northstar US Facilities.
In connection with the Strategic Investment, Northstar entered into an investor rights agreement with Allmine and TAMKO (the “Investor Rights Agreement”), which grants certain rights to Allmine, including the right to appoint a director to the Company’s board of directors, a right to participate in future equity offerings, a top up right in respect of outstanding convertible securities, subject to the terms of the Investor Rights Agreement. Allmine and TAMKO are also subject to certain standstill restrictions under the Investor Rights Agreement. For full details, please find a copy of the Investor Rights Agreement that will be filed under the Company’s SEDAR profile at www.sedar.com.
On August 10, 2023, Northstar appointed TAMKO's nominee Mr. Jeffrey Beyer to the Board of Directors.