Northstar Closes Strategic Investment of C$2.25 Million from Two Calgary-based Strategic Investors and Appoints Mr. Patrick Chiu to Board of Directors

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VANCOUVER, BC and CALGARY AB, June 27, 2024 /CNW/ - Northstar Clean Technologies Inc. (TSXV: ROOF) (OTCQB: ROOOF) ("Northstar" or the "Company") is pleased to announce the successful completion and closing of a C$2.25 million strategic investment (together, the "Strategic Investment") from two Calgary-based strategic investors. One investor will remain anonymous, and one investor is the Chiu Family, an influential Calgary-based family and owner of Trico Homes ("Trico"), a leading homebuilder in Calgary, Alberta. The Strategic Investment was conducted as a non-brokered private placement of unsecured convertible debenture units (each, a "Convertible Debenture Unit") of the Company at a price of C$5,000 per Convertible Debenture Unit. The Company intends to use the proceeds from the Strategic Investment for general corporate purposes and added contingency for Northstar's proposed asphalt reprocessing facility in Calgary, Alberta (the "Empower Calgary Facility").

The Company further announces that Mr. Patrick Chiu, President of Trico Communities, has been appointed to the Board of Directors of the Company effective immediately.

Mr. Aidan Mills, President & CEO and Director of Northstar, stated "We are thrilled to announce the Strategic Investment by two major long-term Calgary-based investors. To welcome the Chiu Family as a new strategic investor in our company is very exciting. Trico is one of Calgary's most well-respected real estate companies, a certified B Corp and has qualified as one of Canada's Best Managed Companies since 2004. As a Calgary-based clean technology company, we are excited to be supported by another reputable local Calgary-based partner and to extend our strategic investor base further down the value chain into the home building sector. We are also pleased to welcome Mr. Patrick Chiu to the Northstar Board of Directors. His insights and leadership will undoubtedly contribute to our continued success and innovation. His wealth of experience in the construction industry will prove invaluable to Northstar and complement the existing strength of our board. Together, we look forward to driving sustainable growth and making a lasting impact on the Calgary community and beyond."

Mr. Patrick Chiu, President of Trico Communities, commented, "As a member of the homebuilding industry, we have been following the Northstar story over the past few years, as Northstar has the potential to be a major diversion solution for asphalt shingles that would otherwise be destined for Calgary landfills. We are excited to become investors in Northstar and I am honoured to be joining the Board of Directors. Northstar's mission to divert and reprocess waste and discarded asphalt shingles perfectly embodies the Chiu Family motto of 'doing well by doing good'. I am looking forward to working with Aidan and the Northstar team to achieve their mission to be the leader in the recovery and reprocessing of asphalt shingles in North America."

About Mr. Patrick Chiu

Based in Calgary, Patrick brings a wealth of experience in the homebuilding and real estate industry, reinforced by his academic credentials, including a B.Comm and MBA from top Canadian universities. As President of Trico Communities, Patrick oversees the strategy, asset, and property management of residential and commercial rentals, senior living facilities, and investment portfolios. His leadership has been instrumental in the development of over 700 residential units and state-of-the-art senior living communities, all while upholding the Chiu Family and Trico motto: "doing well by doing good".

Patrick's commitment to community building is evident through his involvement with the Trico Charitable Foundation, Women in Need Society, and other community-focused initiatives. His leadership extends to his roles on various boards and committees, including YPO Alberta, Board of Governors for the Alberta University of the Arts, Chair of the Board of Directors of Stile Interiors and Chair for the Dean's Strategic Advisory Committee for the Chiu School of Business at Bow Valley College.  Patrick's appointment to the Northstar Board reflects his dedication to advancing and ensuring the sustainability and growth of the community.

Convertible Debenture Terms

Each Convertible Debenture Unit is 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 (each, a "Common Share" and each such Common Share, a "Conversion Share") of the Company; and (ii) 20,000 Common Share purchase warrants (each, a "Warrant"). Each Warrant entitles the holder thereof to purchase one additional Common Share (each, a "Warrant Share") at a price of $0.35 per Warrant Share exercisable for a period of thirty-six (36) months. 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 Strategic Investment (the "Closing Date") at a conversion price (the "Conversion Price") of $0.25 per Conversion Share.

The Convertible Debentures 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 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 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 and unpaid Interest thereon at a conversion price equal to the closing price of the Common Shares on the TSX Venture Exchange ("TSXV") on the last trading day immediately preceding the applicable date of conversion in the event that the daily volume weighted average trading price of the Common Shares on the TSXV 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 Northstar, 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.

In connection with the closing of the Strategic Investment, the Company paid finders fees in the aggregate amount of $180,000 in cash and issued 720,000 non-transferable broker warrants (each, a "Broker Warrant") to eligible finders, with each Broker Warrant entitling the holder thereof to purchase one Common Share (each, a "Broker Warrant Share") at a price of $0.35 per Broker Warrant Share for a period of thirty-six (36) months following the Closing Date.

The Convertible Debenture Units were offered and sold on a private placement basis pursuant to exemptions from the prospectus requirements under National Instrument 45-106 – Prospectus Exemptions. All securities issued in connection with the Strategic Investment are subject to a four (4) month and a day statutory hold period in accordance with applicable securities legislation. While the Company has received conditional approval of the Strategic Investment from the TSXV, closing remains subject to final acceptance.

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 Trico Homes and Trico Communities

Trico Homes was founded in 1992 by Mr. Wayne Chiu and since has become one of Calgary's top homebuilders. Trico has a reputation for creating inclusive communities that enrich the quality of life for its residents and in the surrounding areas. To date, Trico has built over 12,500 quality single and multi-family homes. Trico's vision extends beyond its designs and buildings; it reaches into the communities it develops in. Trico's team brings passion, integrity, collaboration and innovation to every venture. Trico's development portfolio includes commercial, mixed-use, purpose-built rentals and future older adult communities. Trico design-builds, owns, and operates all of its buildings and developments, including leasing and property management. This full-service end-to-end model ensures Trico creates an elevated experience and add maximum value for all of its stakeholders from planning to completion and through to its end customers. Trico Homes is proud to be western Canada's first and only homebuilder to become a certified B Corp. To learn more about Trico Homes and Trico Communities, please visit https://tricohomes.com/ and https://tricocommunities.com/.

About Northstar

Northstar Clean Technologies Inc. is a Canadian 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 www.northstarcleantech.com.

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 statements concerning: (i) the anticipated use of proceeds of the Strategic Investment; (ii) the receipt of final approval for the Strategic Investment from the TSXV; and Northstar's ability to be the leader in the recovery and reprocessing of asphalt shingles in North America. 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+. The ongoing disputes in Ukraine and Palestine also poses risks that are currently indescribable and immeasurable. No assurance can be given that any of the events anticipated by the forward-looking statements will occur or, if they do occur, what benefits the Company will obtain from them. The Company does not undertake any obligation to update such forward–looking information whether because of new information, future events or otherwise, except as expressly required by applicable law.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. The Company does not intend, and do not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law.

SOURCE Northstar Clean Technologies Inc.

Northstar Investor Relations Inquiries: Kin Communications, Phone: [phone], Email: [email protected]