Northstar Executes Binding Credit Agreement for $8.75 Million in Debt with Business Development Bank of Canada (BDC)

VANCOUVER, BC, July 7, 2023 /PRNewswire/ - Northstar Clean Technologies Inc. (TSXV: ROOF) (OTCQB: ROOOF) ("Northstar" or the "Company") is pleased to announce that, following its June 15, 2023 announcement of a non-binding term sheet, it has entered into a binding definitive credit agreement (the "Credit Agreement") with the Business Development Bank of Canada ("BDC") for project financing of up to C$8.75 million in non-revolving senior secured debt (the "BDC Financing").  The Company intends to use the proceeds from the BDC Financing for the development and construction of its planned asphalt shingle reprocessing facility in Calgary, Alberta (the "Empower Calgary Facility").

The following is a summary of the material terms of the Credit Agreement.

• BDC will provide a senior secured loan of up to C$8.75 million;
• 15-year repayment period, with a 2-year interest only payment period;
• Fixed 5-year interest rate of 8.35% payable monthly.

The BDC Financing is subject to a one-time fee of C$43,750, which has already been paid by Northstar, and an annual fee of C$1,000.

Mr. Aidan Mills, President & CEO and Director of Northstar, stated "Over the last year, we have engaged with numerous potential investors in our effort to finance the construction of the Empower Calgary Facility and I am happy to say that we have now secured our ideal long-term financing partner in BDC. The terms of this debt financing are very favourable – 15-year term, low interest rate, re-financing potential, and minimal closing and due diligence fees. We believe this funding and securing BDC as a partner going forward adds significant value to Northstar and our shareholders. Combined with the Emissions Reduction Alberta government grant of C$7.1 million, the BDC Financing of C$8.75 million provides nearly C$16 million in non-dilutive funding for the Empower Calgary Facility." 

In connection with the BDC Financing, the Company will pay a finder's fee to Independent Traders Group Inc. ("ITG") of C$87,500 in cash and will issue up to C$87,500 in common share purchase warrants (each, a "Warrant") exercisable at $0.35 per common share of the Company for a period of 24 months or up to 36 months subject to TSX Venture Exchange policies and approval. The BDC Financing and payment of the finder's fee remain subject to regulatory and exchange approvals to the extent required.

About Northstar

Northstar Clean Technologies Inc. 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 over-crowded landfills, and extracting the liquid asphalt for use in new hot mix asphalt, shingle manufacturing and asphalt flat roof systems, and 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 at its first commercial scale up facility in Calgary, Alberta. 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, but are not limited to, statements concerning: (i) the anticipated use of funds for the construction of the Empower Calgary Facility; (ii) the anticipated development and building of the Empower Calgary Facility; (iii) the receipt of approval of the BDC Financing from the TSXV and other regulatory authorities, if necessary; and (iv) 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. Further, the ongoing labour shortages, high energy costs, inflationary pressures, rising interest rates, the global financial climate and the conflict in Ukraine and surrounding regions are some additional factors that are affecting current economic conditions and increasing economic uncertainty, which may impact the Company's operating performance, financial position, and future prospects. Collectively, the potential impacts of this economic environment pose risks that are currently indescribable and immeasurable. Readers are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly, are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of such statements. These forward-looking statements are made as of the date of this news release and, unless required by applicable law, the Company assumes no obligation to update these forward-looking statements.

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SOURCE Northstar Clean Technologies Inc.