/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, BC and CALGARY AB, June 27,
2024 /CNW/ - Northstar Clean Technologies Inc.
(TSXV: ROOF) (OTCQB: ROOOF) ("Northstar" or the "Company") is
pleased to announce the successful completion and closing of a
C$2.25 million strategic
investment (together, the "Strategic Investment") from two
Calgary-based strategic investors.
One investor will remain anonymous, and one investor is the Chiu
Family, an influential Calgary-based family and owner of Trico Homes
("Trico"), a leading homebuilder in Calgary, Alberta. The Strategic Investment was
conducted as a non-brokered private placement of unsecured
convertible debenture units (each, a "Convertible Debenture
Unit") of the Company at a price of C$5,000 per Convertible Debenture Unit. The
Company intends to use the proceeds from the Strategic Investment
for general corporate purposes and added contingency for
Northstar's proposed asphalt reprocessing facility in Calgary, Alberta (the "Empower Calgary
Facility").
The Company further announces that Mr. Patrick Chiu, President of Trico Communities,
has been appointed to the Board of Directors of the Company
effective immediately.
Mr. Aidan Mills, President &
CEO and Director of Northstar, stated "We are thrilled to announce
the Strategic Investment by two major long-term Calgary-based investors. To welcome the Chiu
Family as a new strategic investor in our company is very exciting.
Trico is one of Calgary's most
well-respected real estate companies, a certified B Corp and has
qualified as one of Canada's Best
Managed Companies since 2004. As a Calgary-based clean technology company, we are
excited to be supported by another reputable local Calgary-based partner and to extend our
strategic investor base further down the value chain into the home
building sector. We are also pleased to welcome Mr. Patrick Chiu to the Northstar Board of
Directors. His insights and leadership will undoubtedly contribute
to our continued success and innovation. His wealth of experience
in the construction industry will prove invaluable to Northstar and
complement the existing strength of our board. Together, we look
forward to driving sustainable growth and making a lasting impact
on the Calgary community and
beyond."
Mr. Patrick Chiu, President of
Trico Communities, commented, "As a member of the homebuilding
industry, we have been following the Northstar story over the past
few years, as Northstar has the potential to be a major diversion
solution for asphalt shingles that would otherwise be destined for
Calgary landfills. We are excited
to become investors in Northstar and I am honoured to be joining
the Board of Directors. Northstar's mission to divert and reprocess
waste and discarded asphalt shingles perfectly embodies the Chiu
Family motto of 'doing well by doing good'. I am looking forward to
working with Aidan and the Northstar team to achieve their mission
to be the leader in the recovery and reprocessing of asphalt
shingles in North America."
About Mr. Patrick Chiu
Based in Calgary, Patrick
brings a wealth of experience in the homebuilding and real estate
industry, reinforced by his academic credentials, including a
B.Comm and MBA from top Canadian universities. As President of
Trico Communities, Patrick oversees the strategy, asset, and
property management of residential and commercial rentals, senior
living facilities, and investment portfolios. His leadership has
been instrumental in the development of over 700 residential units
and state-of-the-art senior living communities, all while upholding
the Chiu Family and Trico motto: "doing well by doing good".
Patrick's commitment to community building is evident through
his involvement with the Trico Charitable Foundation, Women in Need
Society, and other community-focused initiatives. His leadership
extends to his roles on various boards and committees, including
YPO Alberta, Board of Governors for the Alberta University of the
Arts, Chair of the Board of Directors of Stile Interiors and
Chair for the Dean's Strategic Advisory Committee for the Chiu
School of Business at Bow Valley College. Patrick's
appointment to the Northstar Board reflects his dedication to
advancing and ensuring the sustainability and growth of the
community.
Convertible Debenture Terms
Each Convertible Debenture Unit is 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 (each, a
"Common Share" and each such Common Share, a "Conversion
Share") of the Company; and (ii) 20,000 Common Share purchase
warrants (each, a "Warrant"). Each Warrant entitles the holder
thereof to purchase one additional Common Share (each,
a "Warrant Share") at a price of $0.35 per Warrant Share exercisable for a period
of thirty-six (36) months. 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 Strategic Investment (the
"Closing Date") at a conversion price (the "Conversion Price") of
$0.25 per Conversion Share.
The Convertible Debentures 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 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 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 and unpaid
Interest thereon at a conversion price equal to the closing price
of the Common Shares on the TSX Venture Exchange ("TSXV") on the
last trading day immediately preceding the applicable date of
conversion in the event that the daily volume weighted average
trading price of the Common Shares on the TSXV 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 Northstar, 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.
In connection with the closing of the Strategic Investment, the
Company paid finders fees in the aggregate amount of $180,000 in cash and issued 720,000
non-transferable broker warrants (each, a "Broker Warrant") to
eligible finders, with each Broker Warrant entitling the holder
thereof to purchase one Common Share (each, a "Broker Warrant
Share") at a price of $0.35 per
Broker Warrant Share for a period of thirty-six (36)
months following the Closing Date.
The Convertible Debenture Units were offered and sold on a
private placement basis pursuant to exemptions from the prospectus
requirements under National Instrument 45-106 – Prospectus
Exemptions. All securities issued in connection with the
Strategic Investment are subject to a four (4) month and a day
statutory hold period in accordance with applicable securities
legislation. While the Company has received conditional approval of
the Strategic Investment from the TSXV, closing remains subject to
final acceptance.
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 Trico Homes and Trico
Communities
Trico Homes was founded in 1992
by Mr. Wayne Chiu and since has
become one of Calgary's top
homebuilders. Trico has a reputation for creating inclusive
communities that enrich the quality of life for its residents and
in the surrounding areas. To date, Trico has built over 12,500
quality single and multi-family homes. Trico's vision extends
beyond its designs and buildings; it reaches into the communities
it develops in. Trico's team brings passion, integrity,
collaboration and innovation to every venture. Trico's development
portfolio includes commercial, mixed-use, purpose-built rentals and
future older adult communities. Trico design-builds, owns, and
operates all of its buildings and developments, including leasing
and property management. This full-service end-to-end model ensures
Trico creates an elevated experience and add maximum value for all
of its stakeholders from planning to completion and through to its
end customers. Trico Homes is proud
to be western Canada's first and
only homebuilder to become a certified B Corp. To learn more about
Trico Homes and Trico Communities,
please visit https://tricohomes.com/ and
https://tricocommunities.com/.
About Northstar
Northstar Clean Technologies Inc. is a Canadian 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 TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this release. The
TSXV 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" or similar expressions. Forward-looking
statements in this press release include statements concerning: (i)
the anticipated use of proceeds of the Strategic Investment; (ii)
the receipt of final approval for the Strategic Investment from the
TSXV; and Northstar's ability to be the 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 as well as those risks and uncertainties which are
more fully described under the heading "Risk Factors" in the final
prospectus of the Company dated June 18,
2021 and 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+. The ongoing disputes in Ukraine and Palestine also poses risks that
are currently indescribable and immeasurable. 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 or expected. 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.
SOURCE Northstar Clean Technologies Inc.
