/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC, Nov. 21,
2023 /CNW/ - Northstar Clean Technologies Inc.
(TSXV: ROOF) (OTCQB: ROOOF) ("Northstar" or the "Company") is
pleased to announce a private placement offering of unsecured
convertible debenture units of the Company (collectively, the
"Convertible Debenture Units") at a price of $5,000 per Convertible Debenture Unit for
aggregate gross proceeds of up to $3,500,000 (the "Private Placement"). The Private
Placement will be conducted on both a brokered (the "Brokered
Offering") and non-brokered basis (the "Non-Brokered
Offering").
In connection with the Brokered Offering, the Company has
entered into an engagement agreement with Independent Trading Group
Inc. (the "Agent" or "ITG") dated November
17, 2023 to act as lead agent and sole bookrunner to sell,
on a best-efforts basis, the Convertible Debenture Units.
Each Convertible Debenture Unit in the Private Placement will be
comprised of: (i) one 12.5% unsecured convertible debenture (each,
a "Convertible Debenture") in the principal amount of $5,000.00 (the "Principal Amount") convertible
into common shares of the Company (the "Common Shares" and each
such Common Share, a "Conversion Share"); and (ii) 25,000 Common
Share purchase warrants (each, a "Warrant"). Each Warrant will
entitle the holder thereof to purchase one additional Common Share
(each, a "Warrant Share") at a price of $0.30 per Warrant Share until the Maturity Date.
The Principal Amount may be converted, for no additional
consideration, into Conversion Shares at the option of the holder
of Convertible Debenture (each, a "Holder") at any time after the
closing date of the Private Placement (the "Closing Date") at a
conversion price (the "Conversion Price") of $0.20 per Conversion Share. In addition, at the
time of any conversion of the Principal Amount, the Holder may also
elect to convert any accrued and outstanding Interest into Common
Shares at a conversion price equal to the Market Price in effect on
the conversion date (the "Interest Conversion Price").
To demonstrate continued support of the Company, an affiliate of
TAMKO Building Products LLC ("TAMKO") is expected to subscribe as a
lead order for the Private Placement. TAMKO is a major strategic
investor in Northstar.
Mr. Aidan Mills, President &
CEO, and Director of Northstar, stated, "This financing is exciting
to Northstar on two fronts, firstly, we are proud to have TAMKO's
continued financial support for our business, and, secondly, we are
delighted to have a mutual understanding with ITG to lead the
brokered element of the Private Placement and help us secure new
investor participants in Northstar."
The Company anticipates using the net proceeds of the Private
Placement for general corporate purposes and added contingency for
Northstar's proposed asphalt reprocessing facility in Calgary, Alberta.
Convertible Debenture
Terms
The Convertible Debentures will bear interest ("Interest") at a
rate of 12.5% per annum, payable in cash, semi-annually in arrears
and mature three (3) years from the date of issue (the "Maturity
Date"). The Interest payments on the Convertible Debentures will be
paid in cash during the first year of the Convertible Debentures'
term. After the first year, the Company may pay any accrued and
outstanding Interest in Common Shares at a price equal to the
Market Price (as such term is defined by the policies of the TSX
Venture Exchange (the "Exchange")) in effect on the payment
date.
The Company will have the option to redeem in cash all
outstanding Convertible Debentures at any time after one year from
the Closing Date for the Principal Amount plus any accrued and
unpaid Interest up to the date of redemption. The Holder may elect
to: (i) convert all of the Prepayment Amount into Conversion Shares
at the Conversion Price; or (ii) accept the Prepayment Amount in
cash as set out in the Prepayment Notice.
The Company will be entitled to force the conversion of the
Principal Amount at the Conversion Price and any accrued Interest
thereon at the Market Price in the event that the daily volume
weighted average trading price of the Common Shares on the Exchange
is greater than $0.50 per Common
Share for a period of ten (10) consecutive trading days preceding
the date of delivery of such notice.
Upon a change of control of the Company, the Company will have
the option to repurchase the Convertible Debentures, in whole or in
part, at a price equal to 110% of the Principal Amount of the
Convertible Debenture then outstanding plus any accrued and unpaid
interest thereon up to and including the date of repurchase.
Other Private Placement
Terms
The Agent will receive a cash commission equal to 7.0% of the
aggregate gross proceeds of the Convertible Debenture Units sold
pursuant to the Brokered Offering. In addition, the Agent will
receive warrants (the "Broker's Warrants") exercisable to acquire
that number of Common Shares equal to 7.0% of the aggregate number
of Conversion Shares underlying all Convertible Debentures issued
pursuant to the Brokered Offering. The Broker's Warrants will have
the same terms as the Warrants. The Agent will not receive a
commission or warrants in connection with the Non-Brokered
Offering, however, the Company may pay finder's fees and broker's
commissions to eligible licensed securities dealers in connection
with the Non-Brokered Offering, in accordance with applicable
securities laws and Exchange policies.
Closing of the Private Placement is expected to occur in one or
more tranches. The Convertible Debentures, Warrants and any
securities issuable upon due conversion or exercise thereof, as
applicable, will be subject to a statutory hold period of four
months and one day from the date of issuance of the Convertible
Debentures Units. The Private Placement remains subject to approval
by the Exchange.
The Convertible Debenture Units will be offered and sold on a
private placement basis pursuant to exemptions from the prospectus
requirements under National Instrument 45-106-Prospectus
Exemptions, and in certain other jurisdictions on a basis which
does not require the qualification or registration of the
securities issued pursuant to the Private Placement.
Any participation from TAMKO, or an affiliate thereof, will be
considered to be a related party transaction within the meaning of
Multilateral Instrument 61-101 - Protection of Minority Security
Holders in Special Transactions ("MI 61-101"). The proposed
related party transaction is anticipated to be exempt from minority
approval, information circular and formal valuation requirements
pursuant to the exemptions contained in Section 5.5(a) and
5.7(1)(a) of MI 61-101, as neither the fair market value of
Convertible Debentures Units issued to insiders in connection with
the Private Placement nor the consideration paid by the insiders
exceeds 25% of the Company's market capitalization.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of the
securities in any state in which such offer, solicitation or sale
would be unlawful. The securities being offered have not been, nor
will they be, registered under the United States Securities Act of
1933, as amended (the "1933 Act") and may not be offered or sold
to, or for the account or benefit of, persons in the United States or "U.S. persons" (as such
term is defined in Regulation S under the 1933 Act) absent
registration or an applicable exemption from the registration
requirements of the 1933 Act any application state securities
laws.
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 Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the Exchange) accepts
responsibility for the adequacy or accuracy of this release. The
Exchange has neither approved nor disapproved the contents of this
press 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" or similar expressions. Forward-looking
statements in this news release include, but are not limited to,
statements concerning: the terms of the Private Placement; the
timing of the closing of the Private Placement; Exchange approval
thereof; availability of prospectus exemptions for the Private
Placement; allocation of the use of proceeds as anticipated; and
participation of TAMKO in 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 as well as those 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. Further, the ongoing labour shortages, high energy costs,
inflationary pressures, rising interest rates, the global financial
climate and the conflicts in Ukraine and the Middle East 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. 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.
SOURCE Northstar Clean Technologies Inc.