Northstar Announces Mailing of Management Information Circular, Date and Details of Annual General & Special Meeting and Announces Details of Long-term Incentive Plan

VANCOUVER, BC, July 4, 2022 /PRNewswire/ - Northstar Clean Technologies Inc. (TSXV: ROOF) (OTCQB: ROOOF) ("Northstar" or the "Company") is pleased to announce that it has scheduled its Annual General and Special Meeting of Shareholders (the "Meeting") for Thursday, July 28, 2022, at 11:00 am PST (2:00 pm EST). The Meeting will be held at the Company's Delta office at 7046 Brown Street, Delta, BC, V4G 1G8. The Company also announces that it has filed its management information circular and proxy (the "Meeting Materials") for the Meeting on SEDAR. The Meeting Materials are also available for download from the Company's website.

The information circular in the Meeting Materials proposes the re-election of six directors for the ensuing year, the reappointment of the Company's auditors, and the approval of the Company's 2022 Equity Incentive Plan, including the approval of a 10% rolling plan for stock options and a fixed plan of 6,500,000 common shares for awards of restricted share units ("RSUs"), performance share units ("PSUs") and deferred share units ("DSUs").

As always, the Company encourages its shareholders to vote prior to the Meeting. All proxies submitted must be received by July 26, 2022. Your vote is important regardless of the number of common shares you own. As a Northstar shareholder, it is very important that you carefully read the Meeting Materials and vote your common shares. Shareholders may vote online, by telephone, by mail, or by any other methods listed in the form of proxy or voting instruction form included with the Meeting Materials.

Pursuant to the Company's Long-Term Performance Incentive Plan, the Company announces that it has issued an aggregate of 355,925 RSUs and 3,559,278 PSUs to officers and key employees of the Company. The RSUs and PSUs will vest as to one-third on each of June 23, 2023, March 31, 2024, and March 31, 2025. Each RSU and PSU represents the right to receive, once vested, one common share in the capital of the Company. The number of shares earned upon the vesting of the PSUs will be determined by the performance of each individual and will be subject to approval by the Board of Directors. The Company also announces it has granted an aggregate of 260,854 stock options to directors, officers, and employees at an exercise price of $0.35 per share for a five-year term. All options vest as to one-third on each of March 31, 2023, 2024, and 2025.

Northstar Clean Technologies Inc. is a Vancouver-based 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, aggregate and fiber for usage in new hot mix asphalt, 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 Empower Pilot Facility in Delta, British Columbia. 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

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.

SOURCE Northstar Clean Technologies Inc.