Northstar Announces Private Placement of Convertible Debenture Units for up to $3.5 Million

VANCOUVER, BC, Nov. 21, 2023 - Northstar Clean Technologies Inc. (TSXV: ROOF) (OTCQB: ROOOF) ("Northstar" or the "Company") is pleased to announce a private placement offering of unsecured convertible debenture units of the Company (collectively, the "Convertible Debenture Units") at a price of $5,000 per Convertible Debenture Unit for aggregate gross proceeds of up to $3,500,000 (the "Private Placement"). The Private Placement will be conducted on both a brokered (the "Brokered Offering") and non-brokered basis (the "Non-Brokered Offering").

In connection with the Brokered Offering, the Company has entered into an engagement agreement with Independent Trading Group Inc. (the "Agent" or "ITG") dated November 17, 2023 to act as lead agent and sole bookrunner to sell, on a best-efforts basis, the Convertible Debenture Units.

Each Convertible Debenture Unit in the Private Placement will be comprised of: (i) one 12.5% unsecured convertible debenture (each, a "Convertible Debenture") in the principal amount of $5,000.00 (the "Principal Amount") convertible into common shares of the Company (the "Common Shares" and each such Common Share, a "Conversion Share"); and (ii) 25,000 Common Share purchase warrants (each, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one additional Common Share (each, a "Warrant Share") at a price of $0.30 per Warrant Share until the Maturity Date. The Principal Amount may be converted, for no additional consideration, into Conversion Shares at the option of the holder of Convertible Debenture (each, a "Holder") at any time after the closing date of the Private Placement (the "Closing Date") at a conversion price (the "Conversion Price") of $0.20 per Conversion Share. In addition, at the time of any conversion of the Principal Amount, the Holder may also elect to convert any accrued and outstanding Interest into Common Shares at a conversion price equal to the Market Price in effect on the conversion date (the "Interest Conversion Price").

To demonstrate continued support of the Company, an affiliate of TAMKO Building Products LLC ("TAMKO") is expected to subscribe as a lead order for the Private Placement. TAMKO is a major strategic investor in Northstar.

Mr. Aidan Mills, President & CEO, and Director of Northstar, stated, "This financing is exciting to Northstar on two fronts, firstly, we are proud to have TAMKO's continued financial support for our business, and, secondly, we are delighted to have a mutual understanding with ITG to lead the brokered element of the Private Placement and help us secure new investor participants in Northstar."

The Company anticipates using the net proceeds of the Private Placement for general corporate purposes and added contingency for Northstar's proposed asphalt reprocessing facility in Calgary, Alberta.

Convertible Debenture Terms

The Convertible Debentures will bear interest ("Interest") at a rate of 12.5% per annum, payable in cash, semi-annually in arrears and mature three (3) years from the date of issue (the "Maturity Date"). The Interest payments on the Convertible Debentures will be paid in cash during the first year of the Convertible Debentures' term. After the first year, the Company may pay any accrued and outstanding Interest in Common Shares at a price equal to the Market Price (as such term is defined by the policies of the TSX Venture Exchange (the "Exchange")) in effect on the payment date.

The Company will have the option to redeem in cash all outstanding Convertible Debentures at any time after one year from the Closing Date for the Principal Amount plus any accrued and unpaid Interest up to the date of redemption. The Holder may elect to: (i) convert all of the Prepayment Amount into Conversion Shares at the Conversion Price; or (ii) accept the Prepayment Amount in cash as set out in the Prepayment Notice.

The Company will be entitled to force the conversion of the Principal Amount at the Conversion Price and any accrued Interest thereon at the Market Price in the event that the daily volume weighted average trading price of the Common Shares on the Exchange is greater than $0.50 per Common Share for a period of ten (10) consecutive trading days preceding the date of delivery of such notice.

Upon a change of control of the Company, the Company will have the option to repurchase the Convertible Debentures, in whole or in part, at a price equal to 110% of the Principal Amount of the Convertible Debenture then outstanding plus any accrued and unpaid interest thereon up to and including the date of repurchase.

Other Private Placement Terms

The Agent will receive a cash commission equal to 7.0% of the ‎aggregate gross proceeds of the Convertible Debenture Units sold pursuant to the Brokered Offering. In ‎addition, the Agent will receive warrants (the "Broker's Warrants") exercisable to acquire that number of ‎Common Shares equal to 7.0% of the aggregate number of Conversion Shares underlying all Convertible Debentures issued pursuant to the Brokered Offering. The Broker's Warrants will have the same terms as the Warrants. The Agent will not receive a commission or warrants in connection with the Non-Brokered Offering, however, the Company may pay finder's fees and broker's commissions to eligible licensed securities dealers in connection with the Non-Brokered Offering, in accordance with applicable securities laws and Exchange policies.

Closing of the Private Placement is expected to occur in one or more tranches. The Convertible Debentures, Warrants and any securities issuable upon due conversion or exercise thereof, as applicable, will be subject to a statutory hold period of four months and one day from the date of issuance of the Convertible Debentures Units. The Private Placement remains subject to approval by the Exchange.

The Convertible Debenture Units will be offered and sold on a private placement basis pursuant to exemptions from the prospectus requirements under National Instrument 45-106-Prospectus Exemptions, and in certain other jurisdictions on a basis which does not require the qualification or registration of the securities issued pursuant to the Private Placement.

Any participation from TAMKO, or an affiliate thereof, will be considered to be a related party transaction within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The proposed related party transaction is anticipated to be exempt from minority approval, information circular and formal valuation requirements pursuant to the exemptions contained in Section 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of Convertible Debentures Units issued to insiders in connection with the Private Placement nor the consideration paid by the insiders exceeds 25% of the Company's market capitalization.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended (the "1933 Act") and may not be offered or sold to, or for the account or benefit of, persons in the United States or "U.S. persons" (as such term is defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements of the 1933 Act any application state securities laws.

About Northstar

Northstar Clean Technologies Inc. is a Canadian-based clean technology company focused on the sustainable recovery and reprocessing of asphalt shingles. Northstar has developed a proprietary design process for taking discarded asphalt shingles, otherwise destined for already over-crowded landfills, and extracting the liquid asphalt for use in new hot mix asphalt, shingle manufacturing and asphalt flat roof systems, and aggregate and fiber 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 at its first commercial scale up facility in Calgary, Alberta. As an emerging innovator in sustainable processing, Northstar's mission is to be the leader in the recovery and reprocessing of asphalt shingles in North America, extracting the recovered components from asphalt shingles that would otherwise be sent to landfill.

For further information about Northstar, please visit

On Behalf of the Board of Directors,

Aidan Mills

President & CEO, Director

Cautionary Statement on Forward-Looking Information

Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release. The Exchange has neither approved nor disapproved the contents of this press release.

This news release may contain forward‐looking information within the meaning of applicable securities legislation, which forward‐looking information reflects the Company's current expectations regarding future events. Forward-looking statements are often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions. Forward-looking statements in this news release include, but are not limited to, statements concerning: the terms of the Private Placement; the timing of the closing of the Private Placement; Exchange approval thereof; availability of prospectus exemptions for the Private Placement; allocation of the use of proceeds as anticipated; and participation of TAMKO in the Private Placement. Such statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements, including risks related to factors beyond the control of the Company as well as those risks and uncertainties which are more fully described under the heading "Risk Factors" in the Company's annual and quarterly management's discussion and analysis and other filings with the Canadian securities regulatory authorities under the Company's profile on SEDAR. Further, the ongoing labour shortages, high energy costs, inflationary pressures, rising interest rates, the global financial climate and the conflicts in Ukraine and the Middle East are some additional factors that are affecting current economic conditions and increasing economic uncertainty, which may impact the Company's operating performance, financial position, and future prospects. Readers are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly, are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of such statements. These forward-looking statements are made as of the date of this news release and, unless required by applicable law, the Company assumes no obligation to update these forward-looking statements.

Providing the construction industry with clean, sustainable processing solutions.