Northstar Receives TSXV Approval for Closing Date Extension for Second Tranche of Debenture Financing

VANCOUVER, BC and CALGARY, AB, Jan. 29, 2024 - Northstar Clean Technologies Inc. (TSXV: ROOF) (OTCQB: ROOOF) ("Northstar" or the "Company") announces that it has received approval from the TSX Venture Exchange (the "Exchange") to extend the closing date of its current second tranche of the convertible debenture unit financing to February 5, 2024.

Mr. Aidan Mills, President & CEO and Director of Northstar, stated "Coming off a successful first tranche closing of $2.26 million in December, we are now extending the second tranche closing deadline to accommodate investors who require additional time to complete the transaction."

The Company initially launched the private placement offering (the "Private Placement") of unsecured convertible debenture units of the Company (collectively, the "Convertible Debenture Units") and has since announced the closing of the first tranche of $2.26 million on December 21, 2023. As part of the first tranche, certain insiders of the Company subscribed for an aggregate subscription amount of $730,000 under the Non-Brokered Offering.

The first tranche of the Private Placement was conducted on both a brokered (the "Brokered Offering") and non-brokered basis (the "Non-Brokered Offering"). The Brokered Offering was led by Independent Trading Group Inc. (the "Agent" or "ITG"), as lead agent and sole book runner, pursuant to an agency agreement dated December 21, 2023 between the Company and the Agent.

TAMKO Building Products LLC ("TAMKO"), a major strategic investor in Northstar, subscribed in the first tranche of the Private Placement under the Non-Brokered Offering, with no finder's fees payable on TAMKO's participation in the Private Placement. TAMKO is expected to again subscribe as a lead order in the second tranche of the Private Placement.

The net proceeds received by the Company in connection with the Private Placement will be used for general corporate purposes and added contingency for Northstar's proposed asphalt reprocessing facility in Calgary, Alberta (the "Empower Calgary Facility").

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 final acceptance by the Exchange.

The Company may pay finder's fees and broker's commissions to eligible licensed securities dealers in connection with the second tranche of the Private Placement, in accordance with applicable securities laws and Exchange policies.

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

This press 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 press release include, but are not limited to, statements concerning: (i) final acceptance of the TSXV of the Private Placement; (ii) the closing of the second tranche of the Private Placement, including the timing thereof; (iii) the participation by TAMKO in the second tranche of the Private Placement; and (iv) allocation of the use of net proceeds of the Private Placement as anticipated. 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 final prospectus of the Company dated June 18, 2021 and 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 conflict in Ukraine and surrounding regions 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. Collectively, the potential impacts of this economic environment pose risks that are currently indescribable and immeasurable. 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.