Northstar Reports 2024 Year End Financial and Operating Results

CALGARY, AB, April 23, 2025 - Northstar Clean Technologies Inc. (TSXV: ROOF) (OTCQB: ROOOF) ("Northstar" or the "Company") is pleased to announce our financial and operating results for the three and twelve month period ended December 31, 2024. Selected financial and operational information is set out below and should be read in conjunction with the Company's December 31, 2024 financial statements and the related management's discussion and analysis, which are available for review at www.sedarplus.ca or the Company's website at www.northstarcleantech.com.

2024 Financial and Operational Highlights

Delivery of the Calgary Commercial Facility

• During the course of 2024, significant advancements occurred on the development, construction and commercial arrangements for the Company's inaugural asphalt reprocessing plant located in Calgary, Alberta (the "Empower Calgary Facility"). Subsequent to the year-end, the Company achieved substantial completion of the Empower Calgary Facility and commenced facility commissioning with the objective to achieve operations by mid-year 2025. Associated operational objectives completed during the year for the Empower Calgary Facility included:
  • Execution of a five year manufacturing waste asphalt shingle supply agreement with IKO Industries Ltd;
  • Execution of a three year asphalt shingle supply agreement with Ecco Recycling & Energy Corporation;
  • These supply agreements line up with a strategic off-take agreement executed in 2023 with McAsphalt Industries Ltd and provided key support for funding arrangements for the Empower Calgary Facility completed in 2024 as detailed below.

Secured Funding

• The Company successfully completed a number of separate and unique financings to advance the business plan during the year, including:
  • Oversubscribed convertible debenture private placement totaling $3.65 million, in part subscribed by TAMKO Building Products LLC ("TAMKO"), a major strategic investor in Northstar;
  • Received $1.34 million from Emission Reduction Alberta ("ERA") representing the first milestone payment under ERA's $7.1 million total grant to the Company. Subsequent to the year-end, representatives from ERA toured the Facility to assess construction completion known as Milestone 2 under the ERA grant. Conclusions of that assessment are expected in the near term;
  • Closed a US$1.8 million unsecured convertible debenture financing with Allmine Paving LLC, a subsidiary of TAMKO. This specific financing represents a component of a broader overall US$10 million strategic financing in Northstar by TAMKO and its affiliates;
  • Received $2.25 million from two Calgary based strategic investors and welcomed Mr. Patrick Chiu to the Board of Directors;
  • Executed a $14 million Royalty Financing with CVW Cleantech Inc structured as a five-year, 10%, second secured, convertible debenture, convertible into revenue royalites on the next two Northstar facilities beyond the Empower Calgary Facility;
  • Drew a total of $8.1 million under the Company's $8.75 million non-revolving senior secured project loan facility with the Business Development Bank of Canada ("BDC"). Future draws are contingent upon completion of commissioning expected to be completed by the end of second quarter 2025.

Facility Expansion Efforts

• The company made significant advancements towards its expansion of reprocessing facilities in various North American locations, including:
  • Signed letter of intent with Great Lakes Port Management Inc, a subsidiary of the Hamilton-Oshawa Port Authority for a 15 year lease for an industrial zone property located in Hamilton, Ontario to provide a suitable site for a subsequent asphalt shingle reprocessing facility (the "Empower Hamilton Facility");
  • Subsequent to 2024, executed a letter of intent with York1 Environmental Waste Solutions, LP to source up to 10,000 tonnes of asphalt shingles for the planned Empower Hamilton Facility;
  • Furthermore, the Company's Board of Directors approved the Mid-Atlantic Region of the United States as its first international operations. Several business development activities have been conducted over the course of 2024 and into 2025 with plans to communicate positive steps concerning U.S. expansion in the near future.

Financial Results

⁽¹⁾ As at December 31, 2024, the Company had drawn $8,132,302 from the BDC Financing, with $617,698 remaining undrawn. See Note 8 in the Company's Consolidated Financial Statements as at December 31, 2024.

⁽²⁾ Since December 2022, the Company has entered into various financing arrangements through issuance of convertible debentures in tranches, raising a total of $10,405,000 at interest rates varying between 10% and 12.5%. As of December 31, 2024, convertible debentures principal amounts totalling $10,000,000 remain outstanding, after convertible debentures conversions totalling $405,000 during the year. See Note 9 in the Company's Consolidated Financial Statements as at December 31, 2024

⁽³⁾ On September 13, 2024 the Company completed an agreement with CVW CleanTech Inc. ("CVW") pursuant to which CVW provided the Company with $14,000,000 in funding through a five-year 10.0% second secured convertible debenture (the "Royalty Debenture") convertible into revenue royalties on two future facilities. Balance includes increase in fair value since inception. See Note 10 in the Company's Consolidated Financial Statements as at December 31, 2024

Investor Conference Call

The Company will host a virtual investor webcast to discuss these financial results and to provide a business update to the investment community on Wednesday, April 23, 2025, at 15:00 MDT / 17:00 EDT. Details are provided below.

Title: Northstar Clean Technologies 2024 Annual Financial Results
Date: Wednesday, April 23, 2025
Time: 15:00 MDT / 17:00 EDT
Registration: https://us06web.zoom.us/webinar/register/7917446689392/WN_-Z1kDlVHSFSkn5CecMryOw

Approximately two hours after the Q&A session has ended, an archived version of the webcast will be available via the webcast URL above.

About Northstar

Northstar is a Canadian clean 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 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, 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.

U.S. investors can find current financial disclosure and Real-Time Level 2 quotes for the Company on https://www.otcmarkets.com/.

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 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", "aim", "objective" or similar expressions. Forward-looking statements in this press release include statements concerning: (i) Northstar's plans to reprocess used shingles into their component parts in the inaugural commercial facility in Calgary; (ii) operations to commence during the second quarter of 2025; (iii) future draws under the BDC loan; (iv) the ability of the Company to expand into the Mid Atlantic region of the United States; and (v) Northstar's ability to become a 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; 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; 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. The Company does not intend, and does not assume any obligation, to update the forward-looking statements except as otherwise required by applicable law.