Mr. Aidan Mills reports

NORTHSTAR RECEIVES TSXV APPROVAL FOR CLOSING DATE EXTENSION FOR SECOND TRANCHE OF DEBENTURE FINANCING

Northstar Clean Technologies Inc. has received approval from the TSX Venture Exchange to extend the closing date of its current second tranche of the convertible debenture unit financing to Feb. 5, 2024.

Aidan Mills, president, chief executive officer and a 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 of unsecured convertible debenture units of the company and has since announced the closing of the first tranche of $2.26-million on Dec. 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 and non-brokered basis. The brokered offering was led by Independent Trading Group Inc. as lead agent and sole bookrunner, pursuant to an agency agreement dated Dec. 21, 2023, between the company and the agent.

Tamko Building Products LLC, a major strategic investor in Northstar, subscribed in the first tranche of the private placement under the non-brokered offering, with no finders' 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, Alta. (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 debenture units. The private placement remains subject to final acceptance by the exchange.

The company may pay finders' fees and broker 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. 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 sections 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 per cent of the company's market capitalization.

About Northstar Clean Technologies Inc.

Northstar Clean Technologies 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 overcrowded landfills, and extracting the liquid asphalt for use in new hot-mix asphalt, shingle manufacturing and asphalt flat-roof systems, and aggregate and fibre 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, Alta. 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.

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