Northstar Clean Technologies Inc. (TSXV: ROOF) (“Northstar” or the “Company”) is pleased to announce that the Company’s common shares (“Shares”) and warrants to purchase Shares (“Warrants”) will commence trading on the TSX Venture Exchange (the “TSXV”) at the opening of the market on July 13, 2021 under the symbols “ROOF” and “ROOF.WT”, respectively. The Company has 106,110,903 Shares and 17,487,587 Warrants outstanding, of which an aggregate of 17,040,927 Shares and 75,000 Warrants owned by principals of the Company are held in escrow for release over time, in compliance with National Policy 46-201 Escrow for Initial Public Offerings, and 7,111,260 Shares owned by non-principals are held in escrow for release over time in accordance with the policies of the TSXV. The Company recently completed a non-brokered private placement offering (the “Offering”) on May 25, 2021 and May 26, 2021 for aggregate gross proceeds of approximately $12.24 million.
Neil Currie, CEO and Director of Northstar, said: “We are excited to confirm our first day as a listed company on the TSXV, a historic milestone in the Company’s evolution. As a BC-based newly public company that recovers all sustainable material from asphalt shingles, we believe that the TSXV is the best market to showcase our Canadian-developed clean technology to Canada and the world. We are focused on helping divert single-use asphalt shingles away from landfills and our recent capital raise of $12.24 million allows us to execute on our business plan to ramp-up into commercial production at our Empower Facility in Delta, BC and later evaluate expansion opportunities throughout Canada and the USA. We believe our clean technology solution can have a significant positive impact on the environment by reducing landfill usage, while also meeting the expected robust market demand for our products.”
Neil Currie also commented: “I would like to thank our shareholders for their support and confidence in our bold mission of becoming a leading single-use asphalt shingle material recovery provider in North America. I would also to thank our legal counsel at Clark Wilson LLP, and the teams at Canaccord Genuity, PI Financial, Haywood Securities and Leede Jones Gable for all their support in the process. I would also like to thank the management team and Board of Directors at Northstar, whose hard work and commitment have enabled this listing to happen.”
Investor Relations Update
The Company would also like to provide an update on its overall combined investor relations and marketing strategy. The Company has entered into agreements with Kin Communications Inc. (“Kin”), Native Ads Inc. (“Native Ads”) OBIG Corporate Bulletin (“OGIB”), and Independent Trading Group (ITG) Inc. (“ITG”). The agreement with Kin has received the conditional approval of the TSXV, and the other agreements are under review and have not yet been approved. Each of the agreements are subject to the final approval of the TSXV, and take effect as of the date of final approval.
The Company has entered into an Investor Relations Agreement dated June 23, 2021 with Kin, whereby it has engaged Kin to assist with investor relations activities, including communicating with and marketing to potential investors, shareholders and media contacts for an initial term of twelve months, and month to month thereafter. Kin has been engaged to heighten market and brand awareness for the Company and to broaden the Company’s reach within the investment community. In consideration for the services, the Company will pay Kin $12,500 on a monthly basis during the term. The Company has, subject to TSXV approval, granted Kin stock options entitling it to purchase 300,000 Shares of the Company at a price of $0.35 per share with a five-year term, vesting in stages over 12 months beginning on the 3-month anniversary of the issuance. Kin is owned by President & CEO Arlen Hansen, and the Company has been advised that the Mr. Hansen currently holds 475,493 Shares and 128,500 Warrants.
Additionally, the Company has entered into a Master Services Agreement dated June 29, 2021 with Native Ads to provide and manage a comprehensive digital media marketing campaign. The parties have budgeted for a cost of US$257,000 to be paid by the Company over the term of the campaign, which is expected to last six months. The campaign includes, but is not limited to, content creation, web development, media buying and distribution, advertising development, data analytics, and campaign reporting and optimization. Native Ads is a full-service ad agency that operates an ad exchange for content publishers with an office in Vancouver, B.C. Neither Native Ads, nor any of its respective, principals, directors and/or officers own any securities of the Company or any right to acquire securities of the Company. Native Ads is privately owned and is an arm’s length party to the Company.
The Company has entered into a marketing agreement with OGIB, whereby OGIB will produce articles highlighting the Company to help gain exposure to retail investors across North America for a cost of $150,000 plus any applicable taxes to be paid over the initial term of 6 months. OGIB has a wide audience from across North America, built over 11 years of producing high-quality content. The Company has been advised that the Principal of OGIB, Keith Schaefer, currently holds 100,000 Shares and 50,000 Warrants.
The Company has entered into a market making agreement with ITG, whereby ITG has agreed to make a two-sided market in the Shares on the TSXV for an initial term of three months, effective as of the date the agreement is approved by the TSXV. The Company has agreed to pay $5,000 per month to ITG for its services for the initial three month term, and the term will automatically renew for successive one month terms unless terminated by either party. Neither ITG, nor any of its respective, principals, directors and/or officers presently own any securities of the Company or any right to acquire securities of the Company.
For further information about Northstar, please visit www.northstarcleantech.com. The Company’s final prospectus dated June 18, 2021, among other documents, is available on the Company’s profile page on SEDAR at www.sedar.com.
Northstar has developed a proprietary process known as “Bitumen Extraction and Separation Technology” for taking discarded asphalt shingles, otherwise destined for already over-crowded landfills, and extracting the liquid asphalt, aggregate sands and fiber for usage in new hotmix asphalt, construction products and other industrial applications. Northstar’s proprietary process was developed over the last decade with technical and scientific assistance from the United Kingdom and Alberta. Northstar will process used or defective asphalt shingle waste back into their component parts for reuse/resale and eliminate the need for them to be disposed of in a landfill at its material recovery facility located on a 4.23 acre property with a 20,000 square foot building in Delta, British Columbia. Northstar’s mission is to be one of the leading shingle material recovery providers in North America, extracting 99% of the recovered components from asphalt shingles that would otherwise be sent to a landfill.
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, including statements with regards to the expected timing of the listing of the Shares and Warrants, the Company’s execution of its business plan and evaluation of expansion opportunities, the expected benefits of, and the market for, the Company’s products, and the services to be provided by Kin, Native Ads, OGIB and ITG, 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 information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to, failure to satisfy all of the conditions to complete the Listing, and the factors discussed under “Risk Factors” in the final prospectus of the Company dated June 18, 2021. 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.
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