Northstar Clean Technologies Inc. — AGM Information 2024

May 22, 2024

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ANNUAL GENERAL & SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the Annual General & Special Meeting (the “ Meeting ”) of the shareholders (each, a “ Shareholder ”) of Northstar Clean Technologies Inc. (“ Northstar ” or the “ Company ”) will be held at 7046 Brown Street, Delta, British Columbia, V4G 1G8 on Tuesday, June 18, 2024 at 9:00 a.m. (Vancouver time) to consider resolutions for the following purposes:

1. to receive and consider the comparative financial statements of the Company for the financial year ended December 31, 2023, together with the report of the auditor thereon (the “ Financial Statements ”), as more particularly described under heading “ Financial Statements ” in the accompanying Information Circular (the “ Information Circular ”)

2. to set the number of directors at seven (7) as more particularly described under heading “ Setting Number of Directors ” in the Information Circular;

3. to elect directors for the ensuing year, more particularly described under heading “ Election of Directors ” in the Information Circular;

4. to appoint MNP LLP as auditor of the Company for the ensuing year and to authorize the directors to determine the remuneration to be paid to the auditor, as more particularly described under heading “ Appointment of Auditors ” in the Information Circular;

5. to consider and, if thought fit, pass an ordinary resolution of shareholders approving the adoption of the Company’s amended 2023 Incentive Plan, as more particularly described in the Information Circular under the heading “ Particulars of Matters to be Acted Upon – Approval of 2023 Incentive Plan ”;

6. to consider and, if thought fit, pass an ordinary resolution of disinterested shareholders approving the creation of a new control person of the Company, being TAMKO Building Products LLC, as more particularly described in the Information Circular under the heading “ Particulars of Matters to be Acted Upon – Approval of Creation of New Control Person ”;

7. to consider and, if thought fit, pass an ordinary resolution of disinterested shareholders approving the repricing of stock options issued to insiders, as more particularly described in the Information Circular under the heading “ Particulars of Matters to be Acted Upon – Approval of Insider Option Re-Pricing ”; and

8. to transact such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

Accompanying this Notice is the Information Circular, an Instrument of Proxy (or a voting instruction form if you hold common shares through a broker or other intermediary) and a Financial Statement Request Form. The Information Circular provides additional information relating to the matters to be dealt with at the Meeting and is supplemental to and expressly made a part of this Notice.

Your vote is very important to us. Registered Shareholders are entitled to vote at the Meeting or in advance of the Meeting by dating, signing and returning the enclosed form of proxy for use at the Meeting or any adjournments or postponements thereof. To be effective, the form of proxy must be deposited with the Company's registrar and transfer agent, Computershare Trust Company of Canada: (i) by mail, Proxy Department, 100 University Avenue, 9[th] Floor, Toronto, ON M5J 2Y1 or by internet (www.investorvote.com) or telephone voting (1-866-732-VOTE within North America);, on or before 9:00 a.m. (Vancouver time) on June 14, 2024 or not later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in the Province of British Columbia) prior to the time set for the Meeting or any adjournments or postponements thereof.

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If you are a non-registered Shareholder of the Company and received this Notice and accompanying materials through a broker, a financial institution, a participant, or a trustee or administrator of a retirement savings plan, retirement income fund, education savings plan or other similar savings or investment plan registered under the Income Tax Act (Canada), or a nominee of any of the foregoing that holds your securities on your behalf (each, an “ Intermediary ”), please complete and return the materials in accordance with the instructions provided to you by your Intermediary.

DATED at Vancouver, British Columbia this 14[th] day of May, 2024

BY ORDER OF THE BOARD OF DIRECTORS OF NORTHSTAR CLEAN TECHNOLOGIES INC.

/s/ “Aidan Mills”

Aidan Mills, CEO & Director

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