Mr. Aidan Mills reports

NORTHSTAR CLOSES FINAL TRANCHE OF US$10 MILLION PRIVATE PLACEMENT

Northstar Clean Technologies Inc. has closed the second and final tranche (Tranche 2) of its previously announced $10-million (U.S.) non-brokered private placement of unsecured convertible debentures for gross proceeds of $1-million (U.S.).

Each convertible debenture has a five-year term and will bear interest at a rate of 8 per cent per annum on the outstanding principal amount. The principal amount of the convertible debentures will be convertible into common shares of the company at the option of the holder at any time during the five-year term from the date of issuance at a conversion price of 20 U.S. cents per common share. Interest is payable in cash semi-annually in arrears on June 30 and Dec. 31 of each year, commencing June 30, 2026. The company may, at its option and subject to TSX Venture Exchange approval and applicable laws, satisfy accrued and unpaid interest payable on an interest payment date by issuing common shares in lieu of cash. The deemed issue price per common share for any common shares issued in satisfaction of interest will be equal to the 30-day volume-weighted average trading price of the common shares on the TSX-V for the 30 consecutive trading days ending on the trading day immediately prior to the applicable interest payment date, converted into United States dollars using the 30-day average U.S./Canadian exchange rate published by the Bank of Canada for the 30 business days immediately preceding that interest payment date. If TSX-V approval is not obtained, such interest will be payable in cash. In no circumstances will the deemed issue price per common share for any common shares issued in satisfaction of interest be less than the minimum price permitted by the TSX-V, including the market price (as such term is defined in TSX-V policies), and any such share issuances remain subject to TSX-V acceptance and approval.

The company may, at its option, force the conversion of the outstanding principal amount of the convertible debentures, together with any accrued and unpaid interest (which is payable in cash unless, at the company's option and subject to TSX-V approval and applicable laws, is satisfied in common shares in accordance with the terms of the convertible debentures), upon not more than 60 days and not less than 30 days of prior written notice to the holders in the event that the daily volume weighted average trading price of the common shares on the TSX-V exceeds 75 cents per common share for ninety consecutive trading days.

In connection with closing of tranche 2, the company paid finders' fees to arm's-length third parties, satisfied through the issuance of approximately 411,450 common shares. The finder's fee common shares are subject to the statutory hold period described below. The company intends to use the net proceeds of tranche 2 of the private placement for working capital requirements and other general corporate purposes.

The convertible debentures are not prepayable for 12 months following the date of issuance except with the prior written consent of the holder. The convertible debentures and any common shares issuable upon conversion of principal are subject to a statutory hold period of four months and one day from the date of issuance, expiring on Aug. 3, 2026, in accordance with applicable securities laws.

About Northstar Clean Technologies Inc.

Northstar is a Canadian waste to value technology company focused on the sustainable recovery and reprocessing of asphalt shingles. Northstar developed and owns a proprietary design process for taking discarded asphalt shingles, otherwise destined for already overcrowded landfills and extracts the liquid asphalt for use in new hot mix asphalt shingle manufacturing and asphalt flat roof systems while also extracting 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 with its first commercial scale-up facility in Calgary, Alta. As an emerging innovator in sustainable processing, Northstar's mission aims at leading the recovery and reprocessing of asphalt shingles in North America that would otherwise be sent to landfill addressing numerous stakeholder objectives.

We seek Safe Harbor.