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:
- 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.
SOURCE Northstar Clean Technologies Inc.
