December 2, 2021
Vancouver, BC – Northstar Clean Technologies Inc. (TSXV: ROOF) (“Northstar” or the “Company”) is pleased to announce that the Company recently adopted various corporate governance policies, standards and charters. Charters for the committees listed below have been adopted and ratified by the Board of Directors of the Company:
1. Charter of the Board of Directors;
2. Charter of the Audit Committee;
3. Charter of the Compensation Committee; and
4. Charter of the Governance Committee.
The Company also established policies, which were also adopted and ratified by the Board of Directors of the Company on November 23, 2021, for the following:
1. Code of Business Conduct and Ethics;
2. Disclosure Controls and Procedures Policy; and
3. Insider Trading and Blackout Policy.
Copies of the Company’s governance policies with the mandates of the Board of Directors and charters of each of the Committees of the Board of Directors are available for download on the Company’s website here: https://www.northstarcleantech.com/corporate-governance.
As part of the Company’s initiative to improve corporate governance, the Company is also pleased to announce that it has appointed Mr. Gregg J. Sedun, a current Director of Northstar, as Lead Independent Director and Mrs. Diana Mark as Corporate Secretary.
Mr. Sedun is a venture capital professional based out of Vancouver, Canada with over 38 years of industry-related experience. He was a Partner at the Vancouver law firm, Rand Edgar Sedun, and specialized in the practice of corporate finance and securities law for 15 years until his retirement from law in 1997. Thereafter, Mr. Sedun founded two private venture capital firms, including Global Vision Capital Corp., where he continues to carry on venture capital investing today. Mr. Sedun was one of the founding directors and/or shareholders in several notable transactions, including Diamond Fields Resources Inc. which was acquired by Inco (now Vale) in 1996 for $4.3 billion.
Mrs. Mark has over 30 years’ experience in corporate and regulatory compliance, specializing in acting as Corporate Secretary of public companies in a variety of industries. She brings extensive experience with brokered and non-brokered financings, developing good corporate governance practices and assisting in
maintaining strong boards. Over the years she has also developed extensive relationships with industry personnel and regulatory professionals.
The Company is also pleased to announce that it has entered into a monthly consulting contract with the Company’s Executive Chairman, Mr. James Currie. The Company expects to announce further personnel updates before the end of the year.
Mr. Aidan Mills, CEO of Northstar, stated, “With the adoption of these corporate governance initiatives, we as a Company have established a specific standard for how we conduct our business. Environment, Sustainability and Governance (“ESG”) factors are a critical component of every organization today, and we are committed to providing strong corporate governance here at Northstar. These initiatives are the culmination of our ongoing governance strategy that commenced after our public listing on the TSX Venture Exchange in July 2021 and include the appointment of Mr. Sedun as Lead Independent Director and Mrs. Mark as Corporate Secretary. Combined, Mr. Sedun and Mrs. Mark have significant industry and corporate public company experience that we expect to help in our pursuit of establishing high standards in corporate governance. Good corporate governance cannot be overemphasized, as it will help attract investors to the Company, mitigate misalignment for internal and external stakeholders, improve transparency, balance the interests of stakeholders, and support effective accountability for performance outcomes and results.”
Mr. Gregg J. Sedun, Lead Independent Director of Northstar, added, “I am pleased to accept this role as Lead Independent Director as part of our larger corporate governance initiatives at Northstar. These corporate governance initiatives will become a cornerstone of our operations as we embark on this next ambitious phase of growth and expansion that will require more oversight and accountability. The Board of Directors of Northstar is confident that Aidan will be able to leverage his 30 years of experience with large corporations to bring that same level of corporate governance to Northstar.”
About Northstar Clean Technologies Inc.
Northstar Clean Technologies Inc. is a Vancouver-based clean technology company focused on the recovery and repurposing of single-use 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 sands and fiber for usage in new hot mix asphalt, construction products and other industrial applications. Northstar plans to process used or defective asphalt shingle waste back into its three primary components for reuse/resale at its Empower Facility 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. For more information on Northstar, please visit www.northstarcleantech.com.
On Behalf of the Board of Directors,
Chief Executive Officer
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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 respect to its anticipation of further personnel announcements before the end of the year and its confidence in Aidan Mill’s ability to leverage 30 years of experience with large corporations to bring a similar level of corporate governance to Northstar, 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.