Northstar Adds to Working Capital Reserves via Several Initiatives

Rhea-AI Summary

Northstar Clean Technologies (TSXV: ROOF; OTCQB: ROOOF) announced initiatives that add $1.74 million to working capital ahead of 2026. The company closed a first-tranche non-brokered unit financing raising $1.0 million via 200 debenture units ($5,000 face value) carrying a 9.0% coupon, detachable warrants exercisable at $0.395 for 36 months, and a four‑month-and-a‑day hold period ending April 6, 2026. Interest may be paid in cash or common shares at the ten‑day VWAP prior to each payment date. Closing is subject to final TSXV acceptance.

Northstar also received $735,000 as ERA Milestone 3 funding after achieving 80 tonnes/day at Empower Calgary and is pursuing the final ERA milestone (part of a $7.1M grant) totaling about $1.2M.

Positive

• Total cash received of $1.74M
• Debenture financing of $1.0M closed (200 units)
• ERA Milestone 3 payment of $735,000 tied to 80 tpd
• ERA grant program total value of $7.1M

Negative

• Debenture carries a 9.0% coupon, increasing financing cost
• Warrants: 1,250 warrants per $5,000 unit could dilute shares if exercised
• Financing closing remains subject to final TSXV acceptance

Key Figures

Total working capital inflow $1.74 million Combined proceeds from financing and ERA Milestone 3 payment

Debenture financing proceeds $1,000,000 First-tranche non-brokered unit financing (200 units)

Debenture face value $5,000 per unit Face value of each debenture unit in the financing

Debenture coupon 9.0% Coupon rate, payable semi-annually in cash or shares

Milestone 3 payment $735,000 Emission Reduction Alberta Milestone 3 funding to Empower Calgary

ERA grant size $7.1 million Total Emission Reduction Alberta grant tied to Empower Calgary milestones

Final ERA milestone Approximately $1.2 million Remaining Milestone under the ERA grant, including holdbacks

Operational throughput 80 tonnes per day Empower Calgary operational level triggering Milestone 3 payment

Market Reality Check

$0.1863 Last Close

Volume Volume 17,000 is low at 0.35x the 20-day average of 48,369, suggesting a light reaction so far. low

Technical Shares at 0.18228 are trading below the 200-day MA of 0.24 and sit 39.68% under the 52-week high.

Peers on Argus

ROOOF was down 8.94% while peers were mixed: BLMWF up 2.0%, GCEI down 1.2%, ECLMF down 2.5%, OCLN down 7.69%, TESI flat. This points to a stock-specific move rather than a broad sector trend.

Common Catalyst Both Northstar and peer BluMetric reported capital-raising transactions, highlighting a funding-focused theme in the space.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 09	Working capital funding	Positive	-8.4%	Raised cash via debenture unit financing plus ERA Milestone 3 payment.
Nov 25	Q3 results & update	Negative	+0.8%	Reported Q3 and 9‑month losses and detailed existing financings.
Nov 12	Supply contract win	Positive	+1.5%	Signed five‑year asphalt shingle supply contract for Empower Calgary.
Oct 28	Operational milestone	Positive	+6.8%	Empower Calgary processed over 80 tonnes/day, completing ERA Milestone 3.
Sep 24	New product line	Positive	-5.4%	Announced limestone as fourth product line with new U.S. patent.

Pattern Detected

Recent news often produced mixed reactions: operational and contract wins sometimes aligned with gains, while positive strategic or funding updates have also coincided with declines.

Recent Company History

Over the past few months, Northstar reported several milestones. On Sep 24, it added limestone as a fourth product line backed by a patent valid to 2045. On Oct 28, Empower Calgary surpassed 80 tonnes/day, triggering ERA Milestone 3 eligibility. A five-year shingle supply contract with the City of Calgary followed on Nov 12. Q3 results on Nov 25 highlighted ongoing losses and significant financing instruments. Today’s $1.74M working-capital initiatives and ERA funding build directly on those operational and grant milestones.

Market Pulse Summary

The stock moved -8.4% in the session following this news. A negative reaction despite fresh funding fits a pattern where some positive updates, such as the limestone product announcement on Sep 24, coincided with weakness. The $1.0 million unsecured debenture at a 9.0% coupon and attached warrants added liquidity but also more leverage and potential dilution. Investors may have focused on the existing losses highlighted in prior Q3 results and the cost of bridge financing while assessing how quickly Empower Calgary’s 80 tonnes/day operations translate into sustainable cash flow.

Key Terms

debenture financial

"Unit composition: | $5,000 face value debenture with 1,250 detachable..."

A debenture is a type of loan a company issues to raise money, where the company promises to pay back the borrowed amount with regular interest but typically does not pledge specific assets as collateral. Think of it like an IOU backed by the borrower’s overall creditworthiness rather than a particular physical asset; it matters to investors because it offers predictable income but carries the risk that repayment depends on the company’s financial health, affecting yield and safety compared with secured debt or equity.

warrants financial

"debenture with 1,250 detachable non-transferable whole warrants per unit."

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

vwap technical

"at a deemed price equal to the ten-day VWAP of the common shares..."

VWAP, or Volume-Weighted Average Price, is a way to find the average price of a stock throughout the trading day, giving more importance to times when more shares are traded. It helps traders see the typical price and decide whether a stock is expensive or cheap compared to its average, similar to finding the average speed during a trip by giving more weight to times when you traveled faster or slower.

statutory hold period regulatory

"subject to a four month and a day statutory hold period expiring April 6, 2026..."

A statutory hold period is a legally required time window during which newly issued securities or shares received by insiders cannot be sold. It matters to investors because it affects when those shares can enter the market, influencing supply, short-term liquidity and potential price pressure—think of it like a temporary “no-sell” tag that prevents an immediate flood of items onto a store shelf after a big restock.

AI-generated analysis. Not financial advice.

CALGARY, AB, Dec. 9, 2025 /PRNewswire/ - Northstar Clean Technologies Inc. (TSXV: ROOF) (OTCQB: ROOOF) ("Northstar" or the "Company") is pleased to announce a number of initiatives that will enhance working capital reserves heading into 2026. In total, the Company received $1.74 million.

Northstar successfully closed a first tranche non-brokered unit financing (the "Financing") on the following terms:

Unit composition:	$5,000 face value debenture with 1,250 detachable non-transferable whole warrants per unit.
Coupon:	9.0%, paid semi-annually in cash or shares (as described below)
Total proceeds:	$1,000,000 (200 units)
Warrant exercise price:	$0.395 per warrant
Warrant term:	36 months from Closing
Security:	Unsecured

The Financing was entirely subscribed for by an arm's length third party, 1010770 B.C. Ltd. Use of proceeds will be directed to ramp-up operations at the Company's Empower Environmental Solutions Calgary Facility ("Empower Calgary") and for general corporate purposes.

Interest payable on the debenture may be satisfied by the issuance of common shares in the capital of the Company at a deemed price equal to the ten-day VWAP of the common shares on the TSX Venture Exchange (the "TSXV") immediately preceding the applicable interest payment date.

All securities issued in connection with the Financing are subject to a four month and a day statutory hold period expiring April 6, 2026, in accordance with applicable securities legislation. While the Company has received conditional approval of the Financing from the TSXV, closing remains subject to final acceptance by the TSXV.

Secondly, the Company is also pleased to announce the receipt of Emission Reduction Alberta's ("ERA") Milestone 3 payment of $735,000. These funds will be directed exclusively to Empower Calgary operations. The payment follows the operational achievement of 80 tonnes per day from Empower Calgary. The Company is now focused on the final Milestone of the $7.1 million ERA grant, which totals approximately $1.2 million, inclusive of holdbacks from prior milestone achievements.

"The combination of these various initiatives greatly assists with effectively conducting operations at Calgary Empower and at the corporate level," stated Greg Phaneuf, VP Corporate Development & CFO. "We plan to continue to secure capital on this basis in the short term to bridge the Company to the point where production, revenues and the associated cash flows at Empower Calgary reach operational break even. Aside from the warrants issued in the Financing, non-dilutive bridge vehicles are preferred at this juncture of the Company's growth capital formulation strategy as we ruthlessly focus on operations at Empower Calgary."

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.

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" 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) the enhancement of the Company's working capital reserves; (iii) the intended use of proceeds of the Financing and of the ERA Milestone 3 payment; (iv) the expected timing of, and the Company's ability to meet, the requirements for the ERA Milestone 4 payment; (v) the Company's plans to raise capital in the future; and (vi) 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.

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SOURCE Northstar Clean Technologies Inc.

FAQ

How much cash did Northstar (ROOOF) raise in the December 9, 2025 financing?

Northstar raised $1.0M from the first tranche unit debenture financing and received $735,000 from ERA, totaling $1.74M.

What are the key terms of Northstar's December 2025 debenture units (ROOOF)?

Each unit is a $5,000 debenture with a 9.0% coupon, 1,250 detachable warrants at $0.395 exercisable for 36 months; securities have a four‑month‑and‑a‑day hold period.

What did Northstar receive from Emission Reduction Alberta for Empower Calgary (ROOOF)?

Northstar received $735,000 for ERA Milestone 3 after achieving 80 tonnes/day at Empower Calgary.

Will interest on Northstar's debenture (ROOOF) be paid in cash or shares?

Interest (9.0% coupon) may be paid in cash or by issuing common shares at the ten‑day VWAP preceding each interest payment date.

When do debenture securities from Northstar's financing become tradable (ROOOF)?

All securities are subject to a statutory hold period ending April 6, 2026 (four months and a day).

Is the Northstar financing (ROOOF) fully closed and approved by the TSXV?

The financing received conditional TSXV approval, but closing is subject to final acceptance by the TSXV.