Northstar Announces Closing of Initial C$2.14 Million Strategic Investment Tranche

CALGARY, AB, Oct. 20, 2026 /PRNewswire/ -- Northstar Clean Technologies Inc. (TSXV: ROOF) (OTCQB: ROOOF) ("Northstar" or the "Company") is pleased to announce the closing of the initial C$2,138,400 subscription (the "Private Placement") under Tranche 2 of Phase 2 of the previously announced US$10.0 million strategic investment in Northstar by Allmine Paving, LLC ("Allmine"), a subsidiary of TAMKO Building Products LLC (the "Strategic Investment").

Allmine subscribed for C$2,138,400 principal amount of three-year unsecured convertible debentures (the "Convertible Debentures"). The Convertible Debentures bear interest at a rate of 10% per annum, payable semi-annually in cash or payment-in-kind, subject to TSX Venture Exchange ("TSXV") rules, and are convertible into units of the Company at a conversion price of C$0.29 per unit.

Each unit consists of one common share of the Company and one-half of one non-transferable common share purchase warrant, with each whole warrant exercisable at C$0.50 per common share until the maturity date of the applicable Convertible Debenture.

Unless permitted under securities legislation, the holder of the securities issued under the Private Placement and any securities issuable upon conversion of such securities must not trade such securities before February 17, 2027.

The remaining C$237,600 principal amount under Tranche 2 is expected to be subscribed for by Allmine on the same terms upon release of the corresponding Emissions Reduction Alberta ("ERA") project holdback, subject to the policies and requirements of the TSXV.

There are no finder's fees payable in connection with the Private Placement. The securities issued pursuant to the Private Placement are subject to a statutory four-month hold period in accordance with applicable securities legislation.

The net proceeds from the Private Placement are expected to be used for the continued advancement of the Company's operations and development plans, working capital and general corporate purposes.

As certain insiders of the Company participated in the Private Placement, their participation is considered a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company intends to rely on the exemptions from the formal valuation and minority approval requirements of Policy 5.9 of the TSXV and MI 61-101 in respect of related party transactions contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, respectively.

About Northstar

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 over-crowded landfills, and extracts the liquid asphalt for use in new hot mix asphalt shingle manufacturing and asphalt flat roof systems while also extracting aggregate, limestone 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 four primary components for reuse/resale with its first commercial scale up facility in Calgary, Alberta. 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.

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

This news 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", "aim", "focus", "continues" or similar expressions. Forward-looking statements in this news release include statements concerning: (i) the Company's strategic priorities, development plans and expected future activities; (ii) the Company's ability to execute its business plans; (iii) the expected timing of receipt of ERA grant payments; (iv) the expected release of holdbacks related to ERA grant payments and the satisfaction of conditions precedent to such release; (v) the expected receipt of final acceptance of the Private Placement from the TSXV; (vi) the expected timing and terms of the future subscription by Allmine under Tranche 2; (vii) the anticipated completion of the Strategic Investment; and (viii) the anticipated use of proceeds from the Private Placement. 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; inability of the Company to execute on its business plans; the Company may require additional financing which may not be obtainable or on favourable terms; the Company may not obtain final acceptance of the Private Placement from the TSXV, or such acceptance or approval may be delayed or subject to conditions; the remaining Allmine subscription may not occur if the ERA holdback is not released or further TSXV approval is not obtained; regulatory approvals, filings or other requirements may impact the timing and terms of the Company's plans; economic uncertainty; and the risks and uncertainties which are more fully described under the heading "Risk Factors" 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+. 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, expected or aimed. 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. 

SOURCE Northstar Clean Technologies Inc.