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Northstar Announces 2026 Annual and Special General Meeting Results and Grant of Long-Term Incentive Awards

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(Very Positive)
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Northstar (TSXV: ROOF, OTCQB: ROOOF) reported that all items at its June 29, 2026 annual and special meeting were approved, including setting the board at six directors, re-electing management’s six nominees, reappointing MNP LLP as auditor, and approving the 2026 Equity Incentive Plan, subject to TSX Venture Exchange approval.

The company also granted 1,365,625 performance share units and 2,775,625 stock options to certain directors and officers at $0.20, with five-year option terms and a four‑month‑and‑one‑day hold period.

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Positive

  • Shareholders approved 2026 Equity Incentive Plan, pending TSXV final approval
  • Board set at six directors with six management nominees re-elected
  • MNP LLP reappointed as auditor, supporting continuity in financial reporting
  • 1,365,625 PSUs and 2,775,625 options granted at $0.20 under incentive program

Negative

  • Equity incentive awards may dilute existing shareholders when PSUs and options vest

News Market Reaction – ROOOF

+4.44%
+4.44% Session close to close

In the Jul 8 session, ROOOF gained 4.44%, reflecting a moderate positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

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CALGARY, AB, July 8, 2026 /PRNewswire/ - Northstar Clean Technologies Inc. (TSXV: ROOF) (OTCQB: ROOOF) ("Northstar" or the "Company") is pleased to announce that all matters put forward to its shareholders at the Company's annual general and special meeting of shareholders (the "Meeting") held on Monday, June 29, 2026, were duly approved. At the Meeting, the Company's shareholders approved the matters voted on, including:

Northstar Clean Technologies logo

  • the setting of the number of directors at six (6);
  • the re-election of the six director nominees proposed by management;
  • the reappointment of MNP LLP as auditors of the Company; and
  • the approval of the Company's 2026 Equity Incentive Plan (the "Plan"). Approval of the Plan remains subject to the final approval of the TSX Venture Exchange.

As previously disclosed in the Company's management information circular dated May 27, 2026, James Currie and Gregg Sedun did not stand for re-election at the Meeting and have retired from the Board. The Company is pleased to announce that Mr. Currie and Mr. Sedun will continue to support Northstar in consulting roles as Advisors to the CEO.

"On behalf of Northstar and the Board, I would like to sincerely thank James and Gregg for their many years of dedicated service, leadership and guidance as directors of the Company," said Aidan Mills, Chief Executive Officer of Northstar. "I would also like to specifically recognize James for his leadership as Chairman, where his experience and stewardship have been instrumental in supporting Northstar through an important period of development. James and Gregg's contributions have been highly valued throughout Northstar's development, and we are pleased that the Company will continue to benefit from their experience and counsel in their new roles as Advisors to the CEO. We wish them both the very best in their retirement."

Grant of Long-Term Incentive Awards

The Company also announces that it has granted (the "Grant") performance share units ("PSUs") and stock options ("Options") to certain directors and officers pursuant to the Plan.  The board of directors of the Company has approved the grant of an aggregate of 1,365,625 PSUs and 2,775,625 Options to certain directors and officers as part of the annual incentive compensation program. Each PSU was granted at a deemed price of $0.20 and represents, once vested, one common share in the capital of the Company (each, a "Share"). Upon vesting, each Option may be exercised to purchase one Share at a price of $0.20 per Share for a period of five years from the date of issuance. All the Options, the PSUs and the Shares underlying such Options and PSUs, as applicable, are subject to a hold period of four months and one day from the date of issuance.  Further details regarding the Plan are set out in the management information circular of the Company dated May 27, 2026, which is available on the Company's website at www.northstarcleantech.com or on SEDAR+ at www.sedarplus.ca.

None of the securities acquired in the Grant will be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This news release shall not constitute an offer to sell or solicitation of an offer to buy nor shall there be any sale of the securities in any state where 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, limestone 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 four 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

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, but are not limited to, statements concerning: (i) Northstar's plans to reprocess used shingles into their component parts in the inaugural commercial facility in Calgary; and (ii) 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; regulatory approvals, filings or other requirements may impact the timing and terms of the Company's plans; 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.

Cision View original content to download multimedia:https://www.prnewswire.com/news-releases/northstar-announces-2026-annual-and-special-general-meeting-results-and-grant-of-long-term-incentive-awards-302820503.html

SOURCE Northstar Clean Technologies Inc.

FAQ

What did Northstar (ROOOF) announce from its 2026 annual and special meeting?

Northstar announced that all matters at the June 29, 2026 meeting were approved, including board size, director re-elections, auditor reappointment, and the 2026 Equity Incentive Plan. According to the company, the plan still requires TSX Venture Exchange final approval.

What is included in Northstar’s 2026 Equity Incentive Plan for ROOOF shareholders?

The 2026 Equity Incentive Plan allows grants of performance share units and stock options to directors and officers. According to Northstar, plan approval has been received from shareholders but remains subject to final TSX Venture Exchange approval before becoming fully effective.

How many PSUs and stock options did Northstar (ROOOF) grant in July 2026?

Northstar granted 1,365,625 performance share units and 2,775,625 stock options to certain directors and officers. According to the company, each PSU and option is tied to one common share, with options exercisable at $0.20 for five years from issuance.

At what price were Northstar (ROOOF) PSUs and options issued in the 2026 grant?

Both the PSUs and stock options were set at a deemed or exercise price of $0.20 per share. According to Northstar, each PSU represents one common share upon vesting, and each option allows purchase of one share at $0.20 for five years.

What lock-up or hold period applies to Northstar (ROOOF) 2026 incentive awards?

All options, PSUs, and underlying shares are subject to a hold period of four months and one day from issuance. According to Northstar, this restriction applies to the equity granted under the 2026 incentive compensation program to directors and officers.

Can Northstar (ROOOF) 2026 incentive securities be sold in the United States?

The granted securities are not registered under the U.S. Securities Act of 1933 and cannot be offered or sold in the United States without registration or an applicable exemption. According to Northstar, this announcement does not constitute an offer or solicitation in any jurisdiction.

What board and management changes did Northstar (ROOOF) highlight around the 2026 meeting?

James Currie and Gregg Sedun retired from the board and did not stand for re-election. According to Northstar, both will continue to support the company as Advisors to the CEO, while six management-nominated directors were re-elected to the board.