Northstar Announces Execution of Definitive Offtake Agreement with Colas Canada's Subsidiary Mcasphalt Industries for 100% of Liquid Asphalt Production from Empower Calgary Facility

Rhea-AI Summary

Northstar Clean Technologies Inc. has signed a five-year offtake agreement with McAsphalt Industries Ltd. to exclusively sell 100% of liquid asphalt from the planned Empower Calgary Facility. This agreement follows a prior binding term sheet and aims to support McAsphalt's goal of reducing carbon emissions by 15,000 tonnes annually. The pricing structure will be based on a market formula, with additional provisions for risk management and collaboration on environmental credits. The agreement hinges on securing funding and permits for construction.

Positive

• Exclusive five-year take-or-pay offtake agreement secured with McAsphalt.
• Supports McAsphalt's target to reduce carbon footprint by up to 15,000 tonnes of CO2 equivalent annually.
• Market-based pricing structure includes pricing adjustments based on quality and sustainability.

Negative

• Agreement contingent upon securing funding and necessary permits, introducing potential risks to the project's realization.

Highlights

• Follows binding term sheet outlining initial five-year term for exclusive sale of 100% of liquid asphalt production from the Empower Calgary Facility
• Northstar's lower carbon liquid asphalt to support McAsphalt in achieving its carbon emissions goals
• Pricing based on an agreed price formula linked to prevailing market prices

VANCOUVER, BC, March 2, 2023 /PRNewswire/ - Northstar Clean Technologies Inc. (TSXV: ROOF) (OTCQB: ROOOF) ("Northstar" or the "Company") is pleased to announce that the Company, along with its wholly-owned subsidiary Empower Environmental Solutions Calgary Ltd. ("Empower Calgary"), has executed a definitive offtake agreement (the "Offtake Agreement") with McAsphalt Industries Ltd. ("McAsphalt"), a wholly owned subsidiary of Colas Canada Inc. ("Colas Canada"), for a five-year take-or-pay agreement whereby Northstar will sell and McAsphalt will buy, on an exclusive basis, 100% of liquid asphalt production from the Company's planned scale-up facility near Calgary, Alberta (the "Empower Calgary Facility"). The Offtake Agreement is subject to two conditions precedent: (1) sufficient funding to build the facility, and (2) appropriate permitting having been received to build and operate the facility.

The key commercial terms of the Offtake Agreement are unchanged from the binding term sheet announced by the Company on October 6, 2022, and include: 

• Term: Northstar and McAsphalt have agreed to an initial five-year term with automatic three-year renewal options, unless either of the Parties provides 180 days written notice of its intention not to renew.
• Pricing: The agreed terms of the sale price of the liquid asphalt is confidential due to commercial sensitivity reasons, but the pricing is market based and includes the market index, a quality and locational differential, and a sustainability premium.
• Risk Management: Risk management pricing is incorporated into the pricing mechanism and other sharing mechanisms to allow best risk allocation for the benefit of both parties and ultimately the project.
• Third Party Sales: Northstar and McAsphalt will have the ability to enter into third party sales agreements for the liquid asphalt product produced from the Empower Calgary Facility. The detailed terms of any third-party sales are confidential.
• Life-Cycle Assessment: Northstar and McAsphalt will work together to develop a life-cycle assessment for Northstar's proprietary clean technology.
• Environmental Credits: Northstar and McAsphalt will work together on the development of a protocol to create environmental credits. Should environmental credits be created, the sustainability premium will be calculated based on the joint contribution to the protocol development.

Mr. Aidan Mills, President & CEO and Director of Northstar, stated, "It is great progress for Northstar's business to execute the Offtake Agreement with McAsphalt. We see this as a fundamental step in securing the commercial future of the Empower Calgary Facility with an important partner."

Mr. Ronald Vertz, President of McAsphalt, stated, "The Offtake Agreement is an exciting first step for McAsphalt and our Colas family. The agreement has the potential to lower our group's carbon footprint by up to 15,000 tonnes of CO₂ equivalent per year, a significant contribution for us in reaching our goal to reduce our carbon footprint 30% by 2030. With Northstar as a partner we believe we can build on this success in the near future."

The Offtake Agreement has been filed on the Company's website at www.northstarcleantech.com and on its SEDAR profile at www.sedar.com.

About McAsphalt Industries Ltd.

For over 50 years, McAsphalt has been the industry's top asphalt expert, offering asphalt products and services from over 27 strategically located terminals across Canada, coast to coast to coast. McAsphalt has the most complete logistical network in Canada including two articulated tug and barges that are the most environmentally friendly mode to transport asphalt.

We are committed to developing new products to cater to changing industry needs. The specialty products laboratory component of the McAsphalt Research Centre actively pursues various research projects throughout the year. McAsphalt prides itself on offering the industry's best technical support for asphalt products and processes alike. McAsphalt is the industry's most published company in Canada.

McAsphalt is committed to the environment. Our research is focused on new ideas to lower the road building industries carbon footprint. We are actively researching low volatile compounds (VOC) and low carbon asphalts, and their impact on the total life cycle of our infrastructure. Product and process trials are underway with two projects of note that will be completed in 2022, including a paving project that will use a low carbon asphalt and a paving project that will use 100% recycled asphalt pavement and be done cold.

McAsphalt is a wholly owned Canadian subsidiary of Colas Canada. McAsphalt will play a significant role in in developing products and processes enabling the Colas Group to meet its two ambitious emission reduction targets:

• 30% on its direct greenhouse gas emissions (scopes 1 and 2); and
• 30% across the entire upstream value chain (scope 3a), which represents 85% of the Group's total emissions.

About Colas Canada

Colas is a Canadian leader in transportation infrastructure - materials, construction, rehabilitation, preservation and maintenance of roads, highways, airport runways, port, industrial and logistics infrastructure, subdivisions, urban infrastructure, parking lots and more.

With our vertical integration, an extensive network of quarries, gravel and sand pits, emulsion, asphalt, and concrete plants, and backed by a network of local Colas companies, including McAsphalt, and assets across Canada, Colas offers clients a wide range of innovative and sustainable solutions for the construction and maintenance of transportation infrastructure. Colas Canada Inc. is also specialized in recycling construction materials primarily used for road building.

The Colas companies in Canada are part of the Colas Group (XPAR:RE), a world leader in the construction, recycling, and maintenance of transportation infrastructure.

We Connect Canada.

For further information about Colas Canada, please visit www.colascanada.ca.

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, aggregate and fiber for use in new hot mix asphalt, 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 resale and reuse at its Empower Pilot Facility in Delta, British Columbia and its future commercial facilities. 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) Northstar meeting the conditions precedent in the Offtake Agreement; (ii) the Company's ability to create upside for Northstar and McAsphalt as they work together to develop a carbon monetization strategy for Northstar's low carbon asphalt; (iii) Northstar and McAsphalt's ability to effectively reduce their own respective carbon footprints; (iv) the commercial viability of Empower Calgary via the Offtake Agreement; as well as (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 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 dispute between the sovereign state of Ukraine and Russia 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.

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SOURCE Northstar Clean Technologies Inc.

FAQ

What is the significance of the offtake agreement between Northstar and McAsphalt?

The offtake agreement secures a five-year commitment for Northstar to supply 100% of its liquid asphalt to McAsphalt, solidifying revenue prospects.

How much carbon emissions is McAsphalt aiming to reduce through the partnership with Northstar?

McAsphalt aims to lower its carbon emissions by up to 15,000 tonnes of CO2 equivalent per year through this partnership.

What conditions must Northstar meet for the offtake agreement to be effective?

Northstar must secure sufficient funding for the Empower Calgary Facility and obtain the appropriate permits to build and operate the facility.

What pricing method is used in the offtake agreement?

Pricing is based on a market formula, which includes factors like quality, location differentials, and sustainability premiums.

What is the duration of the agreement between Northstar and McAsphalt?

The offtake agreement has an initial term of five years, with options for automatic three-year renewals.