Northstar Clean Technologies Inc. announced private placement offering of 7,000 unsecured convertible debenture units at an issue price of CAD 5,000 per unit for the gross proceeds of CAD 3,500,000 on November 21, 2023.The Private Placement will be conducted on both a brokered (the ?Brokered Offering?) and non-brokered basis (the ?Non Brokered Offering?). Each Convertible Debenture Unit in the Private Placement will be comprised of one 12.5% unsecured convertible debenture in the principal amount of CAD 5,000.00 convertible into common shares and each such Common Share, and 25,000 Common Share purchase warrants. Each Warrant will entitle the holder thereof to purchase one additional Common Share at a price of CAD 0.30 per Warrant Share until the Maturity Date.

The Principal Amount may be converted, for no additional consideration, into Conversion Shares at the option of the holder of Convertible Debenture at any time after the closing date of the Private Placement at a conversion price of CAD 0.20 per Conversion Share. In addition, at the time of any conversion of the Principal Amount, the Holder may also elect to convert any accrued and outstanding Interest into Common Shares at a conversion price equal to the Market Price in effect on the conversion date. The Convertible Debentures will bear 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 Interest payments on the Convertible Debentures will be paid in cash during the first year of the Convertible Debentures? term. After the first year, the Company may pay any accrued and outstanding Interest in Common Shares at a price equal to the Market Price (as such term is defined by the policies of the TSX Venture Exchange in effect on the payment date.

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 of 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 Agent will receive a cash commission equal to 7.0% of the aggregate gross proceeds of the Convertible Debenture Units sold pursuant to the Brokered Offering.

In addition, the Agent will receive warrants (the "Broker?s Warrants") exercisable to acquire that number of Common Shares equal to 7.0% of the aggregate number of Conversion Shares underlying all Convertible Debentures issued pursuant to the Brokered Offering. The Broker?s Warrants will have the same terms as the Warrants. The Agent will not receive a commission or warrants in connection with the Non-Brokered Offering, however, the Company may pay finder?s fees and broker?s commissions to eligible licensed securities dealers in connection with the Non-Brokered Offering, in accordance with applicable securities laws and Exchange policies.

Closing of the Private Placement is expected to occur in one or more tranches. The Convertible Debentures, Warrants and any securities issuable upon due conversion or exercise thereof, as applicable, will be subject to a statutory hold period of four months and one day from the date of issuance of the Convertible Debentures Units. The Private Placement remains subject to approval by the Exchange.

TAMKO Building Products LLC is expected to subscribe as a lead order for the Private Placement ITG to lead the brokered element of the Private Placement and help us secure new investor participants.