Northstar Provides Operational Update, Outlines 2026 Priorities and Announces US$10 Million Non-binding Term Sheet; Webcast Today

/NOT FOR DISTRIBUTION IN THE UNITED STATES/

CALGARY, AB, March 12, 2026 /CNW/ - Northstar Clean Technologies Inc. (TSXV: ROOF) (OTCQB: ROOOF) ("Northstar" or the "Company") is pleased to provide an operational update on its Empower Calgary facility, outline key strategic priorities for 2026, and announce a series of corporate initiatives to support the Company's next phase of growth, including both a US$10,000,000 non-binding term sheet for convertible debentures and management changes.

Key Highlights:

• Empower Calgary ramp up continues with throughput improvements and operational bottlenecks identified and addressed.
• Engineering and procurement commenced for processing upgrade to support improved recoveries and long-term performance.
• 2026 strategic priorities focused on Empower Calgary commercial production and permitting and engineering for expansion facilities in Hamilton and Baltimore.
• Entered into a US$10,000,000 non-binding term sheet for unsecured non-transferable convertible debentures.
• Appointment of Lynda Paananen to Chief Financial Officer, and Mark Bishop to VP Engineering and Projects.
• Investor webcast scheduled for later today at 3:00 PM MT / 5:00 PM ET to discuss the update and answer questions. Full webcast details included at the end of this release.

Empower Calgary Operational Update

The Company has continued to ramp up processing at its Empower Calgary facility toward an interim processing volume target of 100-150 tonnes per day ("tpd"). Operations at 80 tpd uncovered three items requiring attention, two material transfer related and one water processing related. The Company is happy to share that it has implemented solutions for all three of these items which will allow the Company to operate in the 100-150 tpd range in the near term. Based on anticipated operating performance and ramp up, Northstar expects to achieve ERA Milestone #4 during Q2 2026 which will also trigger Tranche 2 of the previously announced strategic investment from Allmine Paving LLC, a party and subsidiary of TAMKO Building Products LLC, representing an additional US$1.8 million convertible debenture investment in the Company.

Additionally, Northstar has identified an opportunity to improve asphalt recoveries through the addition of supplementary processing equipment. Engineering is ongoing and the Company is currently planning this upgrade to take place during fall 2026. Following this upgrade, the Company expects to commence full production, processing volumes of 150 tpd with optimized asphalt output.

"We felt it was important to provide the market with an update on our progress at Empower Calgary," said Aidan Mills, CEO of Northstar. "While the ramp up has taken longer than we initially expected, the process has allowed the team to identify and address material transfer and water processing bottlenecks that are typical discoveries during the initial operation of a full-scale commercial plant. With the planned upgrade, we are laying the groundwork for improved recoveries and long-term performance. We are also encouraged that the quality of the liquid asphalt being produced is exceeding both our expectations and those of our partners, cementing the fact that our patented process and core technology work."

2026 Priorities

Northstar's primary focus in 2026 will be the continued ramp-up and advancement of commercial production at the Empower Calgary facility. In parallel, the Company intends to progress development activities for future facilities in Baltimore and Hamilton, with efforts centered on permitting and engineering.

Engineering work for these locations is expected to incorporate process and technological improvements garnered from construction, commissioning, and operational experience at Empower Calgary, including planned debottlenecking initiatives following the proposed upgrade. The Company currently anticipates minimal expenditures related to these projects through 2026 while engineering and permitting activities advance. Construction and commissioning activities are targeted to commence in 2027 with commercial production expected in 2028.

Non-Brokered Private Placement of Convertible Debentures

The Company has entered into a non-binding term sheet for US$10,000,000 unsecured non-transferable convertible debentures (the "Convertible Debentures") for aggregate gross proceeds of up to US$10,000,000 (the "Private Placement") with a global investor group.

Each Convertible Debenture will bear interest at a rate of 8% per annum on the outstanding principal amount. The principal amount of the Convertible Debentures will be convertible into common shares of the Company (the "Common Shares") at the option of the holder at any time following the closing of the Private Placement at a conversion price of C$0.275 per Common Share. At the time of conversion of the principal amount, holders may also elect to convert any accrued and unpaid interest into Common Shares at a conversion price equal to the Market Price of the Common Shares at the time of conversion.

The Company may, at its option, force the conversion of the outstanding principal amount of the Convertible Debentures, together with any accrued and unpaid interest, upon not more than 60 days' and not less than 30 days' prior written notice to the holders in the event that the daily volume weighted average trading price of the Common Shares on the TSX Venture Exchange ("TSXV") exceeds C$0.75  per Common Share for ninety consecutive trading days.

Mr. Mills stated, "We believe this financing is structured in a way that aligns with the interests of our shareholders. Importantly, with a conversion price at a premium to the current market, no warrants included in the structure, and a financing fee in line with the market, this transaction helps limit potential dilution while providing the Company with significant near-term financial flexibility."

The Company intends to use the net proceeds of the Private Placement for working capital requirements and other general corporate purposes. In connection with the Private Placement, the Company intends to pay a finder's fee in an amount of 6% of the gross proceeds, in Common Shares. The Private Placement is subject to the execution of definitive subscription agreements and receipt of all required approvals, including the approval of the TSXV. The Private Placement is expected to close in the final week of March 2026.

Management Changes

The Company has appointed Lynda Paananen, previously the Company's Corporate Controller, as Chief Financial Officer, effective March 9, 2026. Greg Phaneuf is no longer serving as Chief Financial Officer of the Company.

The Company thanks Mr. Phaneuf for his contributions and wishes him well in his future endeavors.

The Company has also appointed Mark Bishop, formerly a consultant for the Company, to the role of VP Engineering and Projects. In his new role, Mr. Bishop will lead the planning, development and delivery of Northstar's facility buildout across North America, overseeing project execution to ensure plants are delivered safely, on time, and within budget.

"I would like to congratulate Lynda and Mark on their new positions at Northstar," stated Mr. Mills. "Lynda has been instrumental in strengthening our financial operations since joining Northstar in November 2024 and we are confident in her abilities to lead the finance function as we continue to grow. Since joining as a consultant in June 2025, Mark has made a meaningful impact supporting the ramp up of our Empower Calgary facility and identifying key debottlenecking opportunities. His appointment as VP Engineering and Projects reflects the importance of that work as we advance our first full-scale commercial facility and look towards our future expansion."

Webcast Details

Northstar plans to host an operational update webcast later today to discuss in further detail the ongoing ramp up and operations at Empower Calgary, the proposed facility upgrade, and roadmap to full production.

Title:  Northstar Clean Technologies Q1 2026 Corporate Update
Date:  Thursday, March 12, 2026
Time:  15:00 MST / 17:00 EST
Registration:https://us06web.zoom.us/webinar/register/6617733469347/WN_7MR4N5Y7R-erh5e1W2IIfw
Approximately two hours after the Q&A session has ended, an archived version of the webcast will be available via the webcast URL above.

None of the securities sold in connection with the Private Placement will be registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. 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 jurisdiction in which such offer, solicitation or sale would be unlawful.

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 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.

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

This press release contains forward‑looking information and forward‑looking statements within the meaning of applicable Canadian securities laws (collectively, "forward‑looking statements"). Forward‑looking statements reflect management's current expectations, assumptions and beliefs regarding future events and are often identified by words such as "expect", "anticipate", "believe", "estimate", "intend", "plan", "may", "will" and similar expressions.

Forward‑looking statements in this press release include, without limitation, statements relating to: the ramp‑up, performance and anticipated throughput of the Empower Calgary facility; the timing and impact of planned processing upgrades; the achievement of ERA milestones and related strategic investment tranches; the Company's 2026 strategic priorities and development plans for future facilities; anticipated permitting, engineering, construction and commissioning timelines; and the entering into, completion, timing and closing of the proposed non‑binding private placement of convertible debentures, including the execution of definitive agreements, receipt of required approvals (including TSXV approval), and the intended use of proceeds.

Forward‑looking statements are based on management's current expectations and assumptions, including assumptions regarding operational performance, equipment availability and integration, permitting and regulatory processes, access to capital, and general economic and market conditions. In particular, statements relating to the proposed private placement are subject to risks that the parties may not enter into definitive agreements, required approvals may not be obtained, or the transaction may be modified or not completed on the terms currently contemplated, or at all.

Forward‑looking statements are subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially, including operational and commissioning risks; permitting, construction and regulatory risks; execution and financing risks; availability and cost of labour, materials and equipment; and changes in economic or market conditions. Additional risk factors are described in the Company's continuous disclosure filings available under its profile on SEDAR+ at www.sedarplus.ca.

Readers are cautioned not to place undue reliance on forward‑looking statements. Forward‑looking statements are made as of the date of this press release, and the Company undertakes no obligation to update or revise them, except as required by applicable securities laws.

SOURCE Northstar Clean Technologies Inc.

Northstar Investor Relations Inquiries: Kin Communications, Phone: [phone], Email: [email protected]