NORTHSTAR TO COMMENCE TRADING ON THE TSX VENTURE EXCHANGE ON JULY 13, 2021 AND ANNOUNCES INVESTOR RELATIONS UPDATE
VANCOUVER, BritishColumbia – July 9, 2021 – Northstar Clean Technologies Inc. (TSXV: ROOF) (“Northstar”or the “Company”) is pleased to announce that the Company’s common shares(“Shares”) and warrants to purchase Shares (“Warrants”) will commence tradingon the TSX Venture Exchange (the “TSXV”) at the opening of the market on July 13,2021 under the symbols “ROOF” and “ROOF.WT”, respectively. The Company has 106,110,903Shares and 17,487,587 Warrants outstanding, of which an aggregate of 17,040,927Shares and 75,000 Warrants owned by principals of the Company are held inescrow for release over time, in compliance with National Policy 46-201 Escrow for Initial Public Offerings, and7,111,260 Shares owned by non-principals are held in escrow for release overtime in accordance with the policies of the TSXV. The Company recentlycompleted a non-brokered private placement offering (the “Offering”) on May 25,2021 and May 26, 2021 for aggregate gross proceeds of approximately $12.24million.
Neil Currie, CEO andDirector of Northstar, said: “We are excited to confirm our first day as alisted company on the TSXV, a historic milestone in the Company’s evolution. Asa BC-based newly public company that recovers all sustainable material from asphaltshingles, we believe that the TSXV is the best market to showcase ourCanadian-developed clean technology to Canada and the world. We are focused onhelping divert single-use asphalt shingles away from landfills and our recentcapital raise of $12.24 million allows us to execute on our business plan toramp-up into commercial production at our Empower Facility in Delta, BC andlater evaluate expansion opportunities throughout Canada and the USA. We believeour clean technology solution can have a significant positive impact on theenvironment by reducing landfill usage, while also meeting the expected robustmarket demand for our products.”
Neil Currie alsocommented: “I would like to thank our shareholders for their support andconfidence in our bold mission of becoming a leading single-use asphalt shinglematerial recovery provider in North America. I would also to thank our legalcounsel at Clark Wilson LLP, and the teams at Canaccord Genuity, PI Financial, HaywoodSecurities and Leede Jones Gable for all their support in the process. I wouldalso like to thank the management team and Board of Directors at Northstar,whose hard work and commitment have enabled this listing to happen.”
Investor Relations Update
The Company would alsolike to provide an update on its overall combined investor relations and marketingstrategy. The Company has entered into agreements with Kin Communications Inc.(“Kin”), Native Ads Inc. (“Native Ads”) OBIG Corporate Bulletin (“OGIB”), andIndependent Trading Group (ITG) Inc. (“ITG”). The agreement with Kin hasreceived the conditional approval of the TSXV, and the other agreements areunder review and have not yet been approved. Each of the agreements are subject to thefinal approval of the TSXV, and take effect as of the date of final approval.
TheCompany has entered into an Investor Relations Agreement dated June 23, 2021 withKin, whereby it has engaged Kin to assist with investor relations activities,including communicating with and marketing to potential investors, shareholdersand media contacts for an initial term of twelve months, and month to monththereafter. Kin has been engaged to heighten market and brand awareness for theCompany and to broaden the Company’s reach within the investment community. Inconsideration for the services, the Company will pay Kin $12,500 on a monthlybasis during the term. The Company has, subject to TSXV approval, granted Kinstock options entitling it to purchase 300,000 Shares of the Company at a priceof $0.35 per share with a five-year term, vesting in stages over 12 monthsbeginning on the 3-month anniversary of the issuance. Kin is owned by President& CEO Arlen Hansen, and the Company has been advised that the Mr. Hansen currentlyholds 475,493 Shares and 128,500 Warrants.
Additionally, theCompany has entered into a Master Services Agreement dated June 29, 2021 with NativeAds to provide and manage a comprehensive digital media marketing campaign. Theparties have budgeted for a cost of US$257,000 to be paid by the Company overthe term of the campaign, which is expected to last six months. The campaignincludes, but is not limited to, content creation, web development, mediabuying and distribution, advertising development, data analytics, and campaignreporting and optimization. Native Ads is a full-service ad agency thatoperates an ad exchange for content publishers with an office in Vancouver,B.C. Neither Native Ads, nor any of its respective, principals, directors and/orofficers own any securities of the Company or any right to acquire securities ofthe Company. Native Ads is privately owned and is an arm’s length party to theCompany.
The Company has enteredinto a marketing agreement with OGIB, whereby OGIB will produce articleshighlighting the Company to help gain exposure to retail investors across NorthAmerica for a cost of $150,000 plus any applicable taxes to be paid over theinitial term of 6 months. OGIB has a wide audience from across North America, builtover 11 years of producing high-quality content. The Company has been advisedthat the Principal of OGIB, Keith Schaefer, currently holds 100,000 Shares and 50,000Warrants.
The Company has enteredinto a market making agreement with ITG, whereby ITG has agreed to make atwo-sided market in the Shares on the TSXV for an initial term of three months,effective as of the date the agreement is approved by the TSXV. The Company hasagreed to pay $5,000 per month to ITG for its services for the initial threemonth term, and the term will automatically renew for successive one monthterms unless terminated by either party. Neither ITG, nor any of its respective,principals, directors and/or officers presently own any securities of theCompany or any right to acquire securities of the Company.
For further informationabout Northstar, please visit www.northstarcleantech.com. The Company’s finalprospectus dated June 18, 2021, among other documents, is available on theCompany’s profile page on SEDAR at www.sedar.com
For Further Information:
Office: 604 569 2209
Northstar has developeda proprietary process known as “Bitumen Extraction and Separation Technology”for taking discarded asphalt shingles, otherwise destined for alreadyover-crowded landfills, and extracting the liquid asphalt, aggregate sands andfiber for usage in new hotmix asphalt, construction products and otherindustrial applications. Northstar’s proprietary process was developed over thelast decade with technical and scientific assistance from the United Kingdomand Alberta. Northstar will process used or defective asphalt shingle wasteback into their component parts for reuse/resale and eliminate the need forthem to be disposed of in a landfill at its material recovery facility locatedon a 4.23 acre property with a 20,000 square foot building in Delta, BritishColumbia. Northstar’s mission is to be one of the leading shingle materialrecovery providers in North America, extracting 99% of the recovered componentsfrom asphalt shingles that would otherwise be sent to a landfill.
Cautionary Statement onForward-Looking Information
Neither the TSXV nor itsRegulation Services Provider (as that term is defined in the policies of the TSXV)accepts responsibility for the adequacy or accuracy of this release. The TSXVhas neither approved nor disapproved the contents of this press release.
This press release maycontain forward‐looking information within the meaning of applicable securitieslegislation, including statements with regards to the expected timing of the listingof the Shares and Warrants, the Company’s execution of its business plan andevaluation of expansion opportunities, the expected benefits of, and the marketfor, the Company’s products, and the services to be provided by Kin, Native Ads,OGIB and ITG, which forward‐looking information reflects the Company’s currentexpectations regarding future events. Forward-looking statements are oftenidentified by the words “may”, “would”, “could”, “should”, “will”, “intend”,“plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions. Forward‐lookinginformation is based on a number of assumptions and is subject to a number ofrisks and uncertainties, many of which are beyond the Company’s control, whichcould cause actual results and events to differ materially from those that aredisclosed in or implied by such forward‐looking information. Such risks anduncertainties include, but are not limited to, failure to satisfy all of theconditions to complete the Listing, and the factors discussed under “RiskFactors” in the final prospectus of the Company dated June 18, 2021. TheCompany does not undertake any obligation to update such forward‐lookinginformation whether because of new information, future events or otherwise,except as expressly required by applicable law.
Should one or more ofthese risks or uncertainties materialize, or should assumptions underlying theforward-looking statements prove incorrect, actual results may vary materiallyfrom those described herein as intended, planned, anticipated, believed,estimated or expected. Although the Company has attempted to identify importantrisks, uncertainties and factors which could cause actual results to differmaterially, there may be others that cause results not to be as anticipated,estimated or intended and such changes could be material. The Company does notintend, and do not assume any obligation, to update the forward-lookingstatements except as otherwise required by applicable law.