NORTHSTAR SELECTS BALTIMORE, MARYLAND AS FIRST UNITED STATES EXPANSION LOCATION

Rhea-AI Summary

Northstar Clean Technologies (ROOOF) entered a non-binding agreement to lease a 54,000 sq ft building plus 3 acres in Baltimore, MD for its first U.S. commercial facility. The 10-year lease begins July 1, 2026 with rent from Oct 1, 2026 and three separate five-year renewal options. Northstar expects permitting underway and operations to commence in H2 2027. The site was selected for access to shingle supply, regional economics and proximity (50 miles) to strategic partner TAMKO, which agreed to buy the majority of asphalt product from Northstar's first four U.S. facilities. Separately, Northstar issued 1,112,959 shares to settle $281,625 of debenture interest; insiders receive 314,702 shares. Nearly $2.5M of convertible debentures have been converted to date.

Positive

• Leased 54,000 sq ft site plus 3 acres in Baltimore
• 10-year lease with three 5-year renewal options
• Targeted operations start in H2 2027
• TAMKO agreed to buy majority of product from first four U.S. facilities

Negative

• Issued 1,112,959 shares to settle $281,625 interest (dilution risk)
• Insiders received 314,702 shares as part of shares-for-debt
• Nearly $2.5M of convertible debentures converted to common shares

News Market Reaction

+7.26%

1 alert

+7.26% News Effect

On the day this news was published, ROOOF gained 7.26%, reflecting a notable positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

CALGARY, AB, Jan. 13, 2026 /PRNewswire/ - Northstar Clean Technologies Inc. (TSXV: ROOF, OTCQB: ROOOF) ("Northstar" or the "Company") is pleased to announce that it has entered into a non-binding agreement to secure a lease in Baltimore, Maryland as the location for its first U.S. commercial facility.

Through a third-party agent, Northstar will move to secure a lease with the following terms. The site in question includes an existing 54,000 square foot building with an additional 3 acres for outside storage and other operational considerations. Lease term will be ten years with three separate five-year renewal options. The lease will commence July 1, 2026, with rent commencing October 1, 2026. This location is expected to achieve a number of operational and strategic objectives, namely: (1) a sufficiently large building on site will avoid complexities associated with constructing a building and a Northstar facility concurrently; (2) Baltimore and it's surrounding area represent a region high on Northstar's economic return target list supported by tipping fees, asphalt prices and access to shingle supply, and; (3) this region represents a key area for Northstar's strategic partner, TAMKO Building Products LLC ("TAMKO"). TAMKO owns and operates an asphalt shingle production facility located in Frederick, Maryland, 50 miles from Baltimore. As previously announced, TAMKO and Northstar entered into an agreement whereby TAMKO will purchase the majority of the asphalt product produced from the first four U.S. facilities constructed and operated by Northstar.

"We are coming off a transformational year in which we completed construction of our Calgary facility and began ramping up operations. Announcing Baltimore as the location for our first U.S. facility is an excellent way to start the new year and a major step in our U.S. expansion and plans to supply TAMKO's Frederick, Maryland facility," said Aidan Mills, President & CEO of Northstar. "This initial project represents our first entry into the U.S. market and reflects growing interest from U.S.-based strategic partners and investors who see the U.S. market as an important long-term opportunity in our scalable, circular, asphalt shingle reprocessing solution."

With the lease anticipated to be closed subject to customary conditions, the Company also initiated permitting activities, marking the formal start of the regulatory process required to advance the project toward construction and commissioning. The Company anticipates the commencement of operations from this facility in H2 2027.

Shares for Debt Transactions

Northstar also announces a number of share issuances to satisfy interest payable on various tranches of previously issued convertible debentures. Over the course of 2022 to 2024, the Company issued several distinct tranches of convertible debentures, each having specific provisions on conversion terms, interest rates and forms of interest settlement. The Company and the respective holders of various tranches of convertible debentures agreed to satisfy interest owing on several of the debenture tranches by the following issuances of common shares:

Debenture Round	Total Interest Owed	Total Shares Issued	Shares Received by Insiders
December 2022	$31,000	124,000	50,000
December 2023	$110,000	431,364	178,919
February 2024	$62,500	245,095	85,783
June 2024	$78,125	312,500	-
Totals	$281,625	1,112,959	314,702

In addition, of the total $1.44MM issued as convertible debentures in December 2022, 97% of this tranche has been converted into common shares. Significant portions of other tranches of convertible debentures have been converted into common shares as well with to date, nearly $2.5MM in convertible debentures have been converted and the Company expects this trend to continue.

"We are very appreciative of the continued support by our capital providers, namely holders of convertible debentures," commented Greg Phaneuf, VP Corporate Development & CFO. "By converting their original debt and taking common shares as interest payments, our financial supporters evidence a confidence in the long-term potential and value proposition for the Company."

As certain insiders of the Company are to receive shares under the aforementioned shares-for-debt transactions, their participation is considered a "related party transaction" within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company intends to rely on the exemptions from the formal valuation and minority approval requirements of Policy 5.9 of the TSXV and MI 61-101 in respect of related party transactions contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, respectively. Closing of the shares-for-debt transactions are subject to customary closing conditions, including the approval of the TSX Venture Exchange. The Company intends to close the shares-for-debt transactions as soon as practicable. All shares issued will be free of resale restrictions.

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 intention to secure a long-term lease in Baltimore, Maryland and the proposed terms of such lease; (ii) the anticipated benefits and strategic rationale behind the selected Baltimore facility; (iii) the successful completion of permitting, construction and commissioning of the Baltimore facility to achieve operations by H2 2027; (iv) Northstar's expectation of continued conversions of convertible debentures; (v) ramping up of production at the Calgary facility to generate positive cash flow; 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 do 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

What are the lease terms for Northstar's Baltimore facility (ROOOF)?

Northstar will lease a 54,000 sq ft building plus 3 acres on a 10-year term starting July 1, 2026 with rent from Oct 1, 2026 and three 5-year renewal options.

When does Northstar expect the Baltimore facility (ROOOF) to begin operations?

The company anticipates commencing operations in H2 2027 after permitting and site preparation.

How does the TAMKO agreement affect Northstar's U.S. expansion (ROOOF)?

TAMKO agreed to purchase the majority of asphalt product from Northstar's first four U.S. facilities, supporting demand for the Baltimore site.

How many shares did Northstar issue to settle debenture interest and when (ROOOF)?

Northstar issued 1,112,959 common shares to satisfy $281,625 of interest across multiple debenture tranches.

How many shares were received by insiders in the shares-for-debt transactions for ROOOF?

Insiders received 314,702 shares as part of the disclosed shares-for-debt issuances.