Northstar Clean Technologies Inc.

A copy of this preliminary prospectus has been filed with the securities regulatory authority in the Province of British Columbia but has not yet become final. Information contained in this preliminary prospectus may not be complete and may have to be amended.

A copy of this amended and restated preliminary prospectus has been filed with the securities regulatory authority in the Provinces of Alberta, Manitoba, Ontario, Saskatchewan and the Yukon Territory but has not yet become final. Information contained in this amended and restated preliminary prospectus may not be complete and may have to be amended.

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This Prospectus does not constitute a public offering of securities.

PRELIMINARY PROSPECTUS FOR ALBERTA, MANITOBA, ONTARIO, SASKATCHEWAN AND THE YUKON TERRITORY

AND AMENDED AND RESTATED PRELIMINARY PROSPECTUS AMENDING AND RESTATING THE PRELIMINARY PROSPECTUS DATED APRIL 15, 2021 FOR BRITISH COLUMBIA

New Issue

May 7, 2021

Qualifies for Distribution 34,975,178 Common Shares of the Company and 17,487,584 Warrants of the Company upon the Conversion of Subscription Receipts

Qualifies for Distribution 2,014,565 Broker Warrants of the Company upon the Conversion of Special Warrants

No securities are being offered pursuant to this Prospectus.

This amended and restated preliminary prospectus (this “ Prospectus ”) of Northstar Clean Technologies Inc. (the “ Company ” or “ Northstar ”) is being filed with the British Columbia Securities Commission (the “ BCSC ”), as principal regulator, and with the securities regulatory authorities in the Provinces of Alberta, Manitoba, Ontario, Saskatchewan and the Yukon Territory, to enable the Company to become a reporting issuer pursuant to applicable securities legislation in the Provinces of British Columbia, Alberta, Manitoba, Ontario, Saskatchewan and the Yukon Territory. Upon the final receipt of this Prospectus by the BCSC, the Company will become a reporting issuer in the Provinces of British Columbia, Alberta, Manitoba, Ontario, Saskatchewan and the Yukon Territory.

No securities are being offered or sold pursuant to this Prospectus, This Prospectus qualifies for distribution an aggregate of 34,975,178 common shares (the “ Qualified Shares ”), 17,487,584 share purchase warrants (the “ Qualified Warrants ”) and 2,014,565 broker warrants (the “ Qualified Broker Warrants ”) of the Company issuable on (i) the conversion of the 34,975,178 Northstar Subscription Receipts (as defined herein) issued to subscribers at a price of $0.35 per Northstar Subscription Receipt, and (ii) the conversion of 2,014,565 Northstar Special Warrants (as defined herein) issued to registrants as compensation in connection with the Northstar Private Placement (as defined herein), in each case on a non‐brokered private placement basis completed on March 25, 2021 and March 26, 2021 pursuant to prospectus exemptions under applicable securities legislation. The Northstar Subscription Receipts and Northstar Special Warrants are not available for purchase pursuant to this Prospectus and no additional funds are to be received by the Company from the distribution of the Qualified Shares, Qualified Warrants or Qualified Broker Warrants on conversion of the Northstar Subscription Receipts and Northstar Special Warrants, as applicable. Since no securities are being offered pursuant to this Prospectus, no proceeds will be raised, and all expenses incurred in connection with the preparation and filing of this Prospectus will be paid by the Company from its general corporate funds.

There is no market through which the securities of the Company may be sold and holders of the Company’s securities may not be able to resell any such securities. This may affect the pricing of the Company’s securities in the secondary market, the transparency and availability of trading prices, the liquidity of the securities, and the extent of issuer regulation. See “ Risk Factors .”

The Company has applied to list its common shares (the “ Northstar Shares ”) and the Northstar Warrants (as defined herein, and together with the Northstar Shares, the “ Listed Securities ”) for trading on the TSX Venture Exchange (the “ Exchange ” or the “ TSXV ”). The TSXV has not approved the listing of the Listed Securities. Neither the listing nor the intended timing of the listing can be guaranteed. The listing of the Listed Securities will be subject to the Company fulfilling all of the listing requirements of the Exchange, which cannot be guaranteed.

As at the date of this Prospectus, the Company does not have any of its securities listed or quoted, has not applied to list or quote any of its securities, and does not intend to apply to list or quote any of its securities, on the Toronto Stock Exchange, Aequitas NEO Exchange Inc., a U.S. marketplace, or a marketplace outside Canada and the United States of America (other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group plc).

An investment in the securities of the Company is subject to a number of risks. Investors should carefully consider the risk factors described under the heading “ Risk Factors ” before purchasing any securities of the Company.

No underwriters or selling agents have been involved in the preparation of this Prospectus or performed any review or independent due diligence of its contents.

No person has been authorized to provide any information or to make any representation not contained in this Prospectus and, if provided or made, such information or representation should not be relied upon. The information contained in this Prospectus is accurate only as of the date of this Prospectus.

This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any securities.

The Company’s head office is located at 7046 Brown Street, Delta, British Columbia V4G 1G8, and its registered and records office is located at 800 – 885 West Georgia Street, Vancouver, British Columbia V6C 3H1.

GLOSSARY ................................................................. IV GENERAL MATTERS.................................................. VII CAUTIONARY STATEMENT REGARDING FORWARD‐LOOKING INFORMATION ....................... VII MARKET AND INDUSTRY DATA ............................... VIII PROSPECTUS SUMMARY ........................................... 1 CORPORATE STRUCTURE ........................................... 4 GENERAL DEVELOPMENT OF THE BUSINESS OF THE COMPANY ........................................................... 5 USE OF AVAILABLE FUNDS ....................................... 12 DIVIDEND POLICY ..................................................... 14 MANAGEMENT’S DISCUSSION AND ANALYSIS ........ 14 DESCRIPTION OF SHARE CAPITAL ............................ 15 CONSOLIDATED CAPITALIZATION ............................ 15 OPTIONS TO PURCHASE SECURITIES ....................... 16 PRIOR SALES............................................................. 19 ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER ................................................................ 19 PRINCIPAL SHAREHOLDERS ..................................... 20 DIRECTORS AND EXECUTIVE OFFICERS .................... 20 EXECUTIVE COMPENSATION ................................... 25

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS .................................................................. 27 AUDIT COMMITTEE .................................................. 27 CORPORATE GOVERNANCE ..................................... 29 RISK FACTORS .......................................................... 31 PROMOTERS ............................................................ 38 LEGAL PROCEEDINGS AND REGULATORY ACTIONS ................................................................... 38 INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ...................................... 38 AUDITORS, TRANSFER AGENT AND REGISTRAR ...... 39 MATERIAL CONTRACTS ............................................ 39 EXPERTS ................................................................... 40 SCHEDULE A NORTHSTAR’S AUDITED FINANCIAL STATEMENTS AS AT AND FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 ............................... 41 SCHEDULE B NORTHSTAR’S MD&A FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019 ........ 42 SCHEDULE C AUDIT COMMITTEE CHARTER ............. 43 CERTIFICATE OF THE COMPANY .............................. 44 CERTIFICATE OF THE PROMOTER ............................ 45

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GLOSSARY

The following is a glossary of certain defined terms used throughout this Prospectus. This is not an exhaustive list of defined terms used in this Prospectus and additional terms are defined throughout. Terms and abbreviations used in the financial statements of the Company are defined. Words importing the singular, where the context requires, include the plural and vice versa, and words importing any gender include all genders.

“ Additional Northstar Shares ” has the meaning set out under “ Corporate Structure – Corporate History of the Company. ”

“ Audit Committee ” means the Audit Committee of the Company in accordance with NI 52‐110.

“ BCBCA ” means the Business Corporations Act (British Columbia).

“ BCSC ” means the British Columbia Securities Commission.

“ Board of Directors ” or “ Board ” means the board of directors of the Company.

“ CEO ” means chief executive officer.

“ CFO ” means chief financial officer.

“ Company ” or “ Northstar ” means Northstar Clean Technologies Inc., a company incorporated under the laws of British Columbia on August 21, 2017.

“ Compensation Committee ” means the compensation committee of the Board.

“ Consideration Shares ” means the 44,331,147 Northstar Shares issued to the Empower Shareholders in exchange for the common shares of Empower (Original) held by them pursuant to the Empower Amalgamation Agreement.

“ COO ” means chief operating officer.

“ Empower ” means Empower Environmental Solutions Ltd., and may refer to Empower (Original), Empower (Amalco), or both, as the context requires.

“ Empower (Amalco) ” means Empower Environmental Solutions Ltd., a wholly‐owned subsidiary of the Company that resulted from the Empower Amalgamation.

“ Empower Amalgamation ” means the three‐cornered amalgamation of the Company, Empower (Original) and Newco that completed on December 23, 2020, whereby, among other things, Empower (Original) and Newco amalgamated pursuant to the provisions of the BCBCA to form Empower (Amalco).

“ Empower Amalgamation Agreement ” means the amalgamation agreement dated August 5, 2020, as amended December 20, 2020, among the Company, Empower (Original) and Newco which set out the terms and conditions of the Empower Amalgamation.

“ Empower Exchange Ratio ” has the meaning set out under “ Corporate Structure – Corporate History of the Company. ”

“ Empower Facility ” the approximately 20,000 square foot asphalt shingle extraction facility located in Delta, British Columbia leased by Empower pursuant to the Empower Lease.

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“ Empower Lease ” means the lease dated January 1, 2021 among Selarc Developments Ltd. as landlord, Empower, as tenant, and Northstar, as indemnifier, for lands and the Empower Facility situated thereon located at 7046 Brown Street, Delta, British Columbia.

“ Empower Loan ” has the meaning set out under “General Development of the Business of the Company – Business of the Company – Empower Loan. ”

“ Empower (Original) ” means Empower Environmental Solutions Ltd., a company incorporated under the laws of British Columbia on November 24, 2010.

“ Empower Shareholders ” means all of the holders of the Empower Shares, from time to time.

“ Empower Shares ” means the common shares in the capital of Empower, as constituted from time to time.

“ Empower Warrants ” means share purchase warrants of Empower which, following the Empower Amalgamation, became a right entitling the holder thereof to purchase Northstar Shares.

“ Escrow Agent ” means Computershare Investor Services Inc.

“ Escrow Agreement ” means the escrow agreement among the Company, the Escrow Agent and certain Northstar Shareholders to be entered into in connection with the Listing pursuant to the policies of the TSXV.

“ Escrowed Securities ” means the securities of Northstar that are subject to the Escrow Agreement.

“ IFRS ” means International Financial Reporting Standards.

“ Listed Securities ” means the Northstar Shares and the Northstar Warrants.

“ Listing ” means the listing of the Listed Securities on the TSXV.

“ Listing Date ” means the date the Listing.

“ Management ” means the management of the Company.

“ MD&A ” means Management’s Discussion and Analysis.

“ Named Executive Officers ” or “ NEOs ” means the Company’s named executive officers as defined by National Instrument 51‐102F6V Statement of Executive Compensation .

“ Newco ” means 1257848 B.C. Ltd., a company incorporated under the laws of British Columbia on July 20, 2020, which amalgamated and continued with Empower (Original) into Empower (Amalco) pursuant to the Empower Amalgamation.

“ NI 51‐102 ” means National Instrument 52‐110 – Audit Committees , of the Canadian Securities Administrators.

“ NI 52‐110 ” means National Instrument 51‐110 Audit Committees.

“ NI 58‐101 ” means National Instrument 58‐101 Disclosure of Corporate Governance Practices .

“ Northstar Broker Warrants ” has the meaning set out under “ Use of Available Funds – Northstar Private Placement .”

“ Northstar Escrow Release Condition ” has the meaning set out under “ Use of Available Funds – Northstar Private Placement .”

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“ Northstar Lease ” has the meaning set out under “General Development of the Business of the Company – Business of the Company – Northstar Lease. ”

“ Northstar Option Plan ” has the meaning set out under “ Options to Purchase Securities – Options. ”

“ Northstar Options ” has the meaning set out under “ Options to Purchase Securities – Options. ”

“ Northstar Private Placement ” has the meaning set out under “ Use of Available Funds – Northstar Private Placement .”

“ Northstar Shareholders ” means all of the holders of the Northstar Shares, from time to time.

“ Northstar Shares ” means common shares in the capital of the Company.

“ Northstar Special Warrants ” has the meaning set out under “ Use of Available Funds – Northstar Private Placement .”

“ Northstar Subscription Receipts ” has the meaning set out under “ Use of Available Funds – Northstar Private Placement .”

“ Northstar Unit ” has the meaning set out under “ Use of Available Funds – Northstar Private Placement .”

“ Northstar Warrants ” has the meaning set out under “ Use of Available Funds – Northstar Private Placement .”

“ NP 58‐201 ” means National Policy 58‐201 Corporate Governance Guidelines .

“ Off‐Take Agreement ” has the meaning set out under “General Development of the Business of the Company – Business of the Company – Key Partners. ”

“ Receipt ” has the meaning set out under “ Use of Available Funds – Northstar Private Placement .”

“ Subscription Receipt Agent ” means Computershare Trust Company of Canada.

“ TSXV ” means the TSX Venture Exchange.

“ United States ” or “ U.S. ” means the United States of America and its territories and possessions.

“ Warrant Agent ” means Computershare Trust Company of Canada.

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GENERAL MATTERS

No person has been authorized to provide any information or to make any representation not contained in this Prospectus, and, if provided or made, such information or representation should not be relied upon. You should assume that the information contained in this Prospectus is accurate only as of the date of this Prospectus. In the event that a material change occurs before the completion of the listing of the Northstar Shares on the TSXV, the Company will file an amendment to this Prospectus as soon as practicable. No securities are being offered pursuant to this Prospectus.

The Company presents its financial statements in Canadian dollars. Amounts in this Prospectus are stated in Canadian dollars unless otherwise indicated.

CAUTIONARY STATEMENT REGARDING FORWARD‐LOOKING INFORMATION

This Prospectus includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results, and therefore are, or may be deemed to be, “forward‐looking statements”. These forward‐looking statements can generally be identified by the use of forward‐looking terminology, including the terms “believes”, “estimates”, “anticipates”, “expects”, “seeks”, “projects”, “intends”, “plans”, “may”, “will” or “should”, or their negative or other variations or comparable terminology. These forward‐looking statements include all matters that are not historical facts. They appear in a number of places throughout this Prospectus and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate. These statements reflect management’s current beliefs with respect to future events and are based on information currently available to management. Forward‐looking statements involve significant known and unknown risks, uncertainties and assumptions including the following:

the intention to complete the listing of the Listed Securities on the TSXV and all transactions related thereto;
the Company’s expectations regarding its consolidated revenue, expenses and operations;
the Company’s anticipated cash requirements;
the Company’s dependency on future financings on acceptable terms;
the Company’s intention to develop its business and its operations;
the Company’s expectations with respect to future commodity prices;
the Company’s expectations with respect to government regulations;
the Company’s expectations with respect to future production costs and capacity; and
the Company’s competitive position and the regulatory environment in which the Company operates.

Forward‐looking statements are based on certain assumptions and analyses made by the Company in light of the experience and perception of historical trends, current conditions and expected future developments and other factors it believes are appropriate, and are subject to risks and uncertainties. In making the forward looking statements included in this Prospectus, the Company has made various material assumptions, including but not limited to:

the timely receipt of the required regulatory and TSXV approvals and other necessary consents;
that regulatory requirements will be maintained;
general business and economic conditions;
the Company’s ability to successfully execute its plans and intentions;
the availability of financing on reasonable terms;
the Company’s ability to attract and retain skilled staff;
the Company’s ability to successfully compete with market competition;
the products and technology offered by the Company’s competitors; and

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that our current good relationships with our service providers, partners and other third parties will be maintained.

Although the Company believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect, and we cannot assure that actual results will be consistent with these forward‐looking statements. Given these risks, uncertainties and assumptions, you should not place undue reliance on these forward‐looking statements. Whether actual results, performance or achievements will conform to the Company’s expectations and predictions is subject to a number of known and unknown risks, uncertainties, assumptions and other factors, including those listed under “ Risk Factors ”, which include:

the Company is at a very early operational stage and our success is subject to the substantial risks inherent in the establishment of a new business venture;
the Company has suffered operating losses since inception and we may not be able to achieve profitability;
negative operating cash flow once the planned operations are in production;
the Company may have difficulty raising additional capital, which could deprive it of necessary resources;
the Company is subject to substantial governmental regulation that may change over time;
the inability of the Company’s process design technology to meet performance expectations;
the Company will need to establish additional relationships with collaborative and development partners to fully develop and market its products;
the Company may lose out to larger and better‐established competitors;
the Company’s process design technology may be displaced by newer technology;
the cyclical nature of the waste management industry;
the Company will incur ongoing costs and obligations related to regulatory compliance;
the Company relies on a single facility;
reliance on management and attracting skilled labour;
difficulty to forecast;
the Company is vulnerable to rising energy costs;
operating risk and insurance coverage;
management of growth;
future pricing and demand of commodities;
conflicts of interest; and
litigation.

These factors should not be considered exhaustive. If any of these risks or uncertainties materialize, or if assumptions underlying the forward‐looking statements prove incorrect, actual results might vary materially from those anticipated in those forward‐looking statements.

Information contained in forward‐looking statements in this Prospectus is provided as of the date of this Prospectus, and the Company disclaims any obligation to update any forward‐looking statements, whether as a result of new information or future events or results, except to the extent required by applicable securities laws. Accordingly, potential investors should not place undue reliance on forward‐looking statements or the information contained in those statements.

MARKET AND INDUSTRY DATA

Unless otherwise indicated, information contained in this Prospectus concerning the Company’s industry and the markets in which it operates, including general expectations and market position, market opportunities and market share, is based on information from independent industry organizations, other third‐party sources (including industry publications, surveys and forecasts) and management studies and estimates.

Unless otherwise indicated, the Company’s estimates are derived from publicly available information released by independent industry analysts and third‐party sources as well as data from the Company’s internal research, and

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knowledge of the waste management market and economy, and include assumptions made by the Company which Management believes to be reasonable based on their knowledge of the Company’s industry and markets. The Company’s internal research and assumptions have not been verified by any independent source, and it has not independently verified any third‐party information. While the Company believes the market position, market opportunity and market share information included in this Prospectus is generally reliable, such information is inherently imprecise. In addition, projections, assumptions and estimates of the Company’s future performance and the future performance of the industry and markets in which it operates are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described under the headings “ Forward‐ Looking Statements ” and “ Risk Factors. ”

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PROSPECTUS SUMMARY

The following is a summary of the principal features of this Prospectus and should be read together with the more detailed information and financial data and statements contained elsewhere in this Prospectus. Certain capitalized terms and phrases used in this Prospectus are defined in the “Glossary”.

The Company

The Company was incorporated under the BCBCA on August 21, 2017 as “Blocktech Ventures Inc.” On August 13, 2018, the Company changed its name to “Northstar Venture Technologies Inc.” and on January 29, 2021 the Company changed its name to “Northstar Clean Technologies Inc.” The Company’s head office is located at 7046 Brown Street, Delta, British Columbia V4G 1G8, and its registered and records office is located at 800 – 885 West Georgia Street, Vancouver, British Columbia V6C 3H1.

The Company has one material wholly‐owned subsidiary, Empower Environmental Solutions Ltd., which was amalgamated and continued under the BCBCA pursuant to the Empower Amalgamation on December 23, 2020. Its predecessor, Empower (Original) was incorporated under the BCBCA on November 24, 2010. See “ Corporate Structure. ”

The Empower Amalgamation

The Company entered into the Empower Amalgamation Agreement dated August 5, 2020 with Empower (Original) and Newco. On December 23, 2020, the parties closed the Empower Amalgamation Agreement, whereby the Company acquired all of the Empower (Original) Shares held by the Empower (Original) Shareholders in consideration for the issuance of the Consideration Shares. On the closing thereof, Empower (Original) amalgamated and continued with Newco into Empower (Amalco) as a wholly‐owned subsidiary of the Company and the former business of Empower (Original) became the business of the Company. See “General Development of the Business” .

Principal Business of the Company

The Company had previously been engaged in a cryptocurrency business from the time of its incorporation, which the Company abandoned and subsequently liquidated its cryptocurrency business assets over the course of the second and third calendar quarters of 2019. Following completion of the Empower Amalgamation, the principal business of the Company has been the development and expansion of the business carried on by its wholly‐owned subsidiary Empower.

The Company has developed a proprietary 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. The Company’s proprietary process was developed over the last decade with technical and scientific assistance from the United Kingdom and Alberta. Empower 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. The Company’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 a detailed description of the business of the company see “ General Development of the Business of the Company” .

No Proceeds Raised

No securities are being offered pursuant to this Prospectus. This Prospectus is being filed with the BCSC for the purpose of allowing the Company to become a reporting issuer in the jurisdiction of British Columbia and to enable the Company to develop an organized market for its Northstar Shares. Since no securities are being offered

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pursuant to this Prospectus, no proceeds will be raised and all expenses incurred in connection with the preparation and filing of this Prospectus will be paid by the Company.

Funds Available and Use of Available Funds

The Company had a working capital of approximately $59,258 as at April 1, 2021 (excluding approximately $1,358,801 in current liabilities owing over the next 12 months described under the line items “Empower Loan repayment” and “Shareholder debt repayment” in the table below). On satisfaction of the Northstar Escrow Release Condition, the net proceeds of the Northstar Private Placement, being $12,241,312.30 less related expenses of $705,097.93 ($352,548,97 of which has already been paid to certain registrants, and $352,548,96 of which will be released to the registrants on the satisfaction of the Northstar Escrow Release Condition) will be released to the Company resulting in an aggregate of approximately $11,595,472.37 in funds expected to be available to the Company.

The Company intends to allocate the foregoing funds as follows, however it reserves discretion to allocate to other strategic, operational or other demands as and when they arise:

Use of Available Funds	Amount
Salaries and consultingfees	$500,000(1)
Empower Facilityoperatingcosts	$1,000,000
Expansion Plant site identification,capital and operatingcosts	$5,251,325
General and administrative costs	$600,000(2)
Marketing	$1,500,000(3)
Compliance and legal and accountingfees	$300,000
Empower Loan repayment	$1,036,000(4)
Shareholder debt repayment	$322,801(5)
Unallocated workingcapital	$1,085,346.37
Total	$11,595,472.37

Notes:

(1) Includes $60,000 allocated for the remuneration of the CEO and $60,000 allocated for the remuneration of the CFO.
(2) Comprised of anticipated costs of $200,000 for contractors and tradespersons, $180,000 for equipment rental, $75,000 for shipping costs, $25,000 for office supplies, $20,000 for travel costs, $15,000 for computer and internet, $10,000 for meals and entertainment, and the balance of $75,000 for miscellaneous overhead expenses.
(3) Includes approximately $500,000 allocated for road shows and one on one meetings, $500,000 for media and public relations activities, $250,000 for online advertising, $130,000 for investor relations activities and the balance of $120,000 for miscellaneous marketing expenses.
(4) See “ General Development of the Business of the Company – Business of the Company – Empower Loan ” (5) Comprised of $322,801 owed to certain shareholders of the Company which is payable on July 26, 2021.

The Company has negative cash flow from operations in its most recently completed financial year. The Company intends to spend the funds available to it as stated in this Prospectus. However, there may be circumstances where, for sound business reasons, a reallocation of the funds may be necessary. The amounts set forth above may increase if the Company is required to carry out due diligence investigations in regards to any prospective investment or business opportunity or if the costs of the Prospectus or Listing, or negotiating an applicable transaction, are greater than anticipated. See “ Use of Available Funds ”.

The Listing

The Company has applied to list the Listed Securities on the TSXV. The TSXV has not approved the listing of the Listed Securities. Listing will be subject to the Company’s fulfilling all of the listing requirements of the TSXV, including, without limitation, the distribution of the Company’s Northstar Shares to a minimum number of public shareholders and the Company meeting the minimum listing requirements of the TSXV, which cannot be guaranteed.

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Risk Factors

Due to the nature of the Company’s business and the present stage of development of its business, the Company is subject to significant risks. Readers should carefully consider all such risks. Risk factors include, but are not limited to, the substantial risks inherent in the establishment of a new business venture, negative operating cash flow, limited operating history, the inability of the Company’s technology to meet performance expectations, the Company is subject to substantial governmental regulation that will change over time, the Company relies on a single facility, additional capital requirements, reliance on management, and competition. For a detailed description of these and other risks see “ Risk Factors ”.

Summary of Financial Information

The following selected financial information has been derived from and is qualified in its entirety by the financial statements of the Company (including its predecessor corporation and subsidiary) and notes thereto. This information should be read in conjunction with the Company’s consolidated audited financial statements as at and for the years ended December 31, 2020 and December 31, 2019 included in Schedule A to this Prospectus, along with the MD&A relating thereto included in Schedule B to this Prospectus.

All financial statements of the Company have been prepared in accordance with IFRS.

	Year Ended December 31, 2020 (audited) ($)	Year Ended December 31, 2019 (audited) ($)
Revenue	‐	‐
Total expenses	6,624,693	901,168
Net loss	6,596,793	901,168
Current assets	2,248,905	183,789
Total assets	4,859,762	2,365,966
Current liabilities	2,311,660	1,909,148
Total liabilities	2,503,071	2,117,806
Shareholders’ equity	2,356,691	248,160

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CORPORATE STRUCTURE

Name, Address and Incorporation

Corporate History of the Company

The Company entered into the Empower Amalgamation Agreement dated as of August 5, 2020 with Empower (Original) and Newco. On December 23, 2020, the parties closed the Empower Amalgamation, whereby the Company acquired all of the common shares of Empower (Original) held by the Empower Shareholders in consideration for the issuance of the Consideration Shares. On the closing thereof, Empower (Original) amalgamated with Newco to form Empower (Amalco) as a wholly‐owned subsidiary of the Company and the business of Empower (Original) became the business of the Company, being the commercialization of a proprietary process technology for the repurposing of discarded asphalt shingles and the extraction and recovery of liquid asphalt cement, fiberglass/felt and mineral aggregates to be sold and used in asphalt pavement, shingle manufacturing, construction products, and other industrial applications. See “General Development of the Business” . The closing of the Empower Amalgamation constituted a reverse takeover of the Company as defined in NI 51‐102.

The following is a summary of the key terms of the Empower Amalgamation Agreement:

on the execution of the Empower Amalgamation Agreement, Northstar agreed to advance a secured bridge loan of $500,000 to Empower;
following the execution of the Empower Amalgamation Agreement, Empower agreed to give written notice to the holders of Empower stock options giving each holder 30 days to exercise such options, after which time such options and the Empower stock option plan would be terminated;
it was a pre‐closing covenant of Northstar that it would cancel an aggregate of 1,900,000 outstanding founders’ shares such that, immediately prior to the Empower Amalgamation, Northstar would have 23,251,842 Northstar Shares issued and outstanding;
it was a closing condition to the Empower Amalgamation that Empower demonstrate to Northstar proof of concept and the commercial viability of Empower’s proprietary process for the repurposing of asphalt shingles at the Empower Facility, which could include, by way of example, the continuous running of the plant at the Empower Facility for a minimum of six continuous hours;
at the effective time of the Empower Amalgamation, Northstar acquired 41,248,577 Empower Shares, being all of the issued and outstanding Empower Shares, from the holders thereof, and each Empower

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Shareholder received consideration 1.0747 Northstar Shares for each one (1) Empower Share held (the “ Empower Exchange Ratio ”), for aggregate consideration of 44,331,147 Northstar Shares;

all of the holders of Empower Warrants outstanding immediately prior to the effective time of the Empower Amalgamation shall be entitled to receive, on exercise of their Empower Warrants, that number of Northstar Shares as is equal to the number of Empower Shares to which they were entitled upon exercise of the Empower Warrants held by them, adjusted for the Empower Exchange Ratio;
concurrently with the closing of the Empower Amalgamation, Northstar and Empower agreed Northstar would complete a private placement of an aggregate of 700,000 Northstar Shares at a price of $0.15 per Northstar Share to be issued to a certain director nominee and a prospective consultant of Northstar;
on the closing of the Empower Amalgamation, each of Gordon Johnson and Terry Charles were required to deposit 1,000,000 Northstar Shares pursuant to the terms of a performance escrow agreement;
it was a post‐closing covenant that, in the event that the Northstar Shares were not listed for trading on the TSXV or the Canadian Securities Exchange on or before March 31, 2021, then Northstar would issue, for no additional consideration, an additional 2,150,000 Northstar Shares (the “ Additional Northstar Shares ”) pro rata to the holders of record of Northstar Shares immediately prior to the Empower Amalgamation; and
on the closing of the Empower Amalgamation, Empower agreed to provide an indemnity in favour of the personal guarantors of the Empower Loan against their liabilities under their guarantees.

GENERAL DEVELOPMENT OF THE BUSINESS OF THE COMPANY

Business of the Company

The Company, through its wholly‐owned subsidiary Empower, has developed a proprietary design process technology for taking discarded or defective single‐use asphalt shingles, otherwise destined for already over‐ crowded landfills, and extracting the liquid asphalt, aggregate sands and fiber for usage in new asphalt, shingles, construction products and other industrial applications. The Company’s proprietary design process was developed over the last decade with technical and scientific assistance from the United Kingdom and Alberta. As part of this design process, we anticipate that Empower will process disposed shingle waste back into its component parts for reuse/resale, thus eliminating the need to dispose of the single‐use waste, where it would sit in a landfill. The Company intends to become 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.

The durability, reliability and economical performance of the asphalt shingle makes it the most popular roofing material in North America, according to the Asphalt Roofing Manufacturer’s Association.[1] According to a 2012 report by the Northeast Recycling Council (“NERC”),[2] asphalt shingles are used in approximately two‐thirds of all new and replacement home roofing in the United States. However, asphalt shingle waste has long been a problem for municipalities which operate landfills. In metropolitan areas that handle large amounts of construction waste, shingle waste is generally disposed of in volume at municipal landfills. Asphalt is petroleum‐based, is energy intensive to produce and scores very low on an environmental scorecard. Once the asphalt shingles are worn out on a roof of a home or building, it is a problem to dispose of them in a sustainable or environmentally‐friendly way. As a result, asphalt shingles represent the third largest category of construction waste. The Asphalt Roofing Manufacturer’s Associate (“ARMA”) estimated that 13.2 million tons of asphalt shingle scrap from roof tear‐offs is produced annually in the United States.[3] A 2007 study estimated that over 1.25 million tons of asphalt shingle

1 See: https://www.asphaltroofing.org/asphalt‐shingle‐brands/

2 NERC, “Asphalt Shingles Manufacturing & Waste Management in the Northeast Fact Sheet”, 2012.

3 ARMA, “Guidelines for the Use of Reclaimed Asphalt Shingles in Asphalt Pavements”, 2015.

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waste is generated in Canada annually.[4] Currently, based on Company management’s industry knowledge, some operators collect and grind shingles. However, their activity is limited due to restrictive parameters placed on asphalt producers. In 2019, only 1.2 million tons (approximately 10%) of discarded asphalt shingles were repurposed in the United States according to NERC. To address the large volume of asphalt roofing waste, some governments in Canada are considering implementing waste disposal bans for asphalt roofing.[5 ]

The Company believes its business will appeal to roofing contractors, shingle manufacturers and waste haulers by enabling them to dispose of their used or off‐spec shingles at the Company’s facility, at a meaningful discount to market rates for disposing of shingles in landfills, rather than paying higher fees to deposit the shingles in a landfill. The Company believes general global trends in sustainability will encourage groups such as these to seek alternatives to landfill disposal and to seek out environmentally friendly solutions. Once in commercial production, the Company expects to be able to provide these alternative solutions through its proprietary process design technology while also generating the "tipping fee" revenue that provides the raw material inputs for the Company's repurposing needs. The Company then employs its proprietary process design technology to convert the asphalt shingles into three primary products – liquid asphalt, aggregate and fiber – that are planned to be sold to paving companies, cement companies and other industrial and construction product manufacturers, who can benefit from a discounted purchase price to virgin products. Furthermore, the growth potential for the venture is expected to be significant as the Company’s plants can theoretically be located in any large metropolitan area where asphalt shingles are present.

The fact that roofing contractors and waste haulers must pay a tipping fee, at a price higher than the Company’s proposed tipping fee, to deposit single‐use asphalt shingles in landfills therefore enhances the economics of the business and the price competitiveness of our end products. To encourage roofing contractors and waste haulers to provide their discarded shingles to the Empower Facility as feedstock, the Company intends to offer a discount to landfill tipping fees. These tipping fees are expected to supplement the Company's income from the sale of finished product. In addition, the Company will offer a tangible discount to market for the price it will charge customers for liquid asphalt in order to gain entry into that marketplace. At present, we envisage that fiber and aggregate will be sold for market value.

In addition to the advantages of the Company's business model mentioned above, management believes that the very fact that the product is nearly one hundred percent repurposed will make it attractive to individuals, corporations and governments. We believe that the fact that a facility can be operated in every major metropolitan area where asphalt shingles are present makes the Company a compelling business opportunity.

The Empower Facility

The Empower Facility is located at 7046 Brown Street, Delta B.C. where the Company currently conducts its operations. This sustainable material recovery facility is located on a 4.23 acre property with a 20,000 square foot building facility. We believe that this site is ideal for our operation, as it has a large yard which we have designed for maximum throughput (approximately 4,000 tonnes per month) and is conveniently located for roofing companies, roofing contractors, and waste haulers throughout Metro Vancouver. We expect that the facility has ample space, with room for expansion as the business grows. The Company has leased the Empower Facility and surrounding lands pursuant to the Empower Lease for a period of five years from January 1, 2021 with an option to extend for an additional five years.

Initial test runs were commenced by the Company at the Empower Facility in the third quarter of 2020 and the Company expects to ramp up to a run‐rate of commercial production levels (being approximately 80% of nameplate capacity, which is estimated internally by management to be 4,000 tonnes per month) at the Empower Facility by the end of the second quarter of 2021. The Company is currently conducting test runs at the Empower Facility. The Company has currently stockpiled 20,000 tonnes of shingles (approximately 6 months of supply) at the

4 Athena Institute, “Enhanced Recovery of Roofing Materials”, 2007.

5 Canadian Counsel of Ministers of the Environment, “Guide for Identifying, Evaluating and Selecting Policies for Influencing Construction, Renovation and Demolition Waste Management”, 2019

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Empower Facility, and additional feed will be sourced from an estimated 70,000 tonnes of asphalt shingle material which enters Metro Vancouver area landfills annually according to a 2012 report.[6] The Company has had numerous discussion with various roofing contractors and waste haulers, though no formal supply agreements have been entered into as at the date of this Prospectus. While the Company believes it will be able to secure sufficient asphalt shingle material to achieve its business plan based on discussions with industry stakeholders, there is no assurance it will be able to do so. See “ Risk Factors .”

The Company intends to carefully examine future facility site locations for purchase or lease in 2021 and 2022, in Alberta, Ontario and possibly the United States, as it seeks to expand its operations.

The Process

Our proprietary bitumen extraction and separation technology (“BEST”) uses a combination of reactions, which break the molecular bonds of the component parts and then separates the liquid asphalt, aggregate and fiber components. Our environmentally friendly process provides primary separation of the component materials.

Used or defective asphalt shingles are expected to be collected by local roofing contractors or waste haulers and delivered to the Empower Facility. We believe that these companies would prefer to pay the Company, at a meaningful discount to landfill tipping fees, to dispose of these shingles using a more sustainable method rather than disposing of them in a landfill.

As part of our process, the shingles are then ground to a uniform size and screened to meet the size requirement of our feed system. Operators load the shingles using front end loaders into a shingle hopper and a conveyer belt transports the ground shingle material to a separation tank. The component materials are then segregated and further processed to achieve marketable products. The liquid asphalt is stored in heated tanks for delivery to customers. The aggregate and fiber are stockpiled at the location and sold. As at the date of this Prospectus, the Company does not have any formal sales and delivery agreements in place for aggregates or fiber, but continues to have discussions with industry stakeholders. See “ Risk Factors .”

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We expect that the on‐site requirements for staffing to be minimal, as the Empower Facility can be managed by less than five personnel.

6 Kane Consulting Report, “Market Analysis of Used Building Materials in Metro Vancouver”, 2012.

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The Empower Loan

Pursuant to a commitment letter dated June 1, 2017, as amended, and a demand promissory note dated October 26, 2017, Vancouver City Savings Credit Union (“ VanCity ”) advanced a loan of $1.5 million (the “ Empower Loan ”) to Empower which was secured by assets of Empower as well as the personal guarantees of certain related parties and shareholders of Empower. The purpose of the Empower Loan was to assist with purchase financing of capital equipment for the Empower Facility. The Empower Loan accrued interest at a variable rate of VanCity’s prime rate plus 1.75%. In 2020, Empower failed to make certain scheduled payments under the Empower Loan and VanCity declared the loan to be in default and demanded payment of all principal and outstanding interest. Following negotiation with VanCity, on February 8, 2021, Empower entered into a forbearance agreement with VanCity whereby the parties agreed that VanCity would forbear from collection efforts if Empower repaid the loan in agreed instalments, with the final instalment due in December, 2021. As at the date of the forbearance agreement, the balance of the Empower Loan was approximately $1.2 million.

The Northstar Lease

In connection with the Company’s previous prior cryptocurrency business, the Company entered into a lease agreement dated September 11, 2018, between Golden Properties Ltd., as landlord, and the Company, as tenant, for approximately 2,301 square feet of office space located at 1111 West Hastings Street, Vancouver, B.C. (the “ Northstar Lease ”). On March 27, 2019, the Company subleased the premises to Victory Square Technologies Inc. On February 24, 2020, the Company assigned the Northstar Lease and sublease to Westpro Machinery Inc. The Company does not have any ongoing obligations pursuant to the Northstar Lease, except that it remains liable under the Northstar Lease in the event of a default by the assignee. The term of the Northstar Lease expires on November 30, 2024.

Market Analysis and Sales Strategy

We have clearly defined our target markets and have differentiated ourselves by offering a unique solution to our customers, in that there are currently limited known asphalt shingle processing solutions available in Canada and the United States. Most known asphalt shingle recovery solutions available involve grinding the shingles, and only a portion of the material is recoverable. We will offer one major service and major product. Our major service will be to offer municipalities and roofing companies, roofing contractors and waste haulers an environmentally‐ friendly alternative means for disposing of single‐use or defective asphalt shingle construction waste. Our major product will be products made from the discarded asphalt shingles for resale. The Company’s main purpose is to appeal to municipalities by offering an asphalt shingle disposal alternative, and to environmentally conscious minded consumers and customers by developing products that include repurposed shingle waste, mostly notable liquid asphalt oil.

Asphalt pavement is one of North America’s most widely used forms of road paving, accounting for over 90% of roads in the United States, Canada and Mexico according to the Virginia Asphalt Association.[7] According to the National Asphalt Paving Association, in the United States, there are 2.7 million miles of paved roads and approximately 94 percent of roads are surfaced with asphalt. There are around 5,000 asphalt plants in Canada and the USA combined, according to the National Asphalt Paving Association. Each year, these plants produce 550 to 600 million tons of asphalt pavement material worth in excess of US$32 billion and there is approximately 18 billion tons of asphalt pavement on America’s roads. The industry supports employment for more than 300,000 people. Asphalt pavement material is a precisely engineered product composed of about 95 percent stone, sand, and gravel by weight, and about 5 percent asphalt cement, a petroleum product.[8] Asphalt cement acts as the glue to hold the pavement together.

Companies and consumers today are more conscious of their environment. There is a growing trend among consumers and municipalities to move away from disposing of shingles to landfills where they decompose over a

7 See: https://www.asphaltroofing.org/asphalt‐shingle‐brands/

8 See: http://www.asphaltpavement.org

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long period of time and release toxins that impact the environment. The Company’s goal is to be one of the first companies in Canada to collect and fully use asphalt shingle waste for re‐use in new asphalt, shingles, construction products and other industrial applications, and emerge as a market leader in this regard. The Company has developed a process design and repurposing solution that it believes to be sustainable and will appeal to organizations looking to reduce their environmental impact.

Our sales strategy is relatively straightforward – to commence rapid word‐of‐mouth marketing for our solutions, products and services to potential customers, and to educate them as to the value added by our products and services. Our present management team and additional employees to be hired at a later date will become the main sales force when commercial operations begin, and we expect to expand our sales force as business demand permits. Initially, our sales team will focus its efforts on local roofing companies, roofing contractors and other related companies.

The Company’s marketing strategy is based primarily online and through virtual contact and we do not expect the COVID‐19 pandemic to materially affect these efforts at this time.

Competition

Currently, to the Company’s knowledge, there are no other known companies in Canada with a nearly 100% shingle repurposing process like ours operating in Canada. There are only a few companies based in the United States, of which we are aware, that have a process relatively similar to ours. At present, there are no known Canadian or American competitors of ours that offer a processing solution that are currently in commercial production.

While there are other companies in the shingle recovery business, they are focused on the collection and grinding up of shingles, a portion of which can be used in hot‐mix asphalt. There are numerous shingle collectors that grind asphalt shingles in Canada, including several known shingle collectors: Intercity Recycling (Kelowna), Synchor Recycling (Calgary), ECCO Recycling (Calgary), Environmental Processors (Edmonton), Len’s Hauling (Saskatchewan), Green Site Recycling (Winnipeg) and DTG Recycle (Washington State). However, based on the Company’s knowledge, these companies are not operating in a way similar to our process design and based on the Company’s knowledge, these companies do not have a processing solution for the ground‐up shingles.

Regulatory Framework

Our operations are subject to various Canadian federal, provincial and local laws affecting our business, including permitting, licensing and regulation regarding environmental matters, health, sanitation, safety, employment, fire, building codes and other matters in the provinces or municipalities in which our facility is currently located and where new facilities may be located in the future. We believe that our internal management team and corporate policies are configured to keep our operations in material compliance with applicable federal, provincial and local laws, permits, orders and regulations, and that current operating and capital budgets are adequate to address future environmental costs although there can be no assurance in this regard. We anticipate that there will continue to be increased regulation, legislation and regulatory enforcement actions related to the waste services industry. As a result, we attempt to anticipate future regulatory requirements and to plan accordingly to remain in compliance with the regulatory framework.

Generally, in our business, any activity that poses a risk of discharge or release of a contaminant into the environment requires appropriate provincial permits as well as compliance with applicable, and frequently changing, federal and provincial environmental legislation and regulations and municipal by‐laws regarding zoning, land use, air emissions, noise, nuisance and wastewater discharge. Our current British Columbia operations are primarily regulated by provincial legislation, including the Environmental Management Act and regulations. Federal statutes in Canada also govern certain aspects of waste management, including greenhouse gas emissions and international and interprovincial transport of certain kinds of waste. The expansion or establishment of our business across Canada may also be subject to additional provincial and/or federal environmental assessment requirements. Several Canadian provinces (including British Columbia) have enacted legislation to limit greenhouse

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gas emissions through requirements of specific controls, carbon levies, cap and trade programs or other measures. We continue to monitor the status of the various legislative initiatives going forward and the impact any such developments may have on our current and planned operations.

The sustainability aspect of our business means that increased environmental regulation may result in new opportunities and have a net positive effect. In August 2018, 23 cities around the world, including London, New York City, Paris, San Francisco, Sydney, Tokyo, Dubai, Toronto and Vancouver, signed C40’s “Advancing Towards Zero Waste Declaration”, which is committed to significantly reduce the amount of waste generated by cities around the world. This declaration outlined two major commitments: reduce the municipal solid waste generation per capita by at least 15% by 2030 (compared to 2015) and reduce the amount of municipal solid waste disposed to landfill and incineration by at least 50% by 2030 (compared to 2015). This commitment will avoid disposal of 87 million tons of waste by 2030. Within this commitment, it was specifically stated to “increase reduction, reuse, recovery and recycling of construction and demolition materials”.

Many cities have enacted these Zero Waste Initiatives and are banning certain waste products from landfills. The challenge for most of them is that it is impractical without the proper infrastructure in place to reprocess the waste shingles. According to the Government of Canada, municipalities are already seeking alternative means of disposal as disposal prices are expected to increase as landfill space decreases. Our business is anticipated to solve this problem for municipalities.[9]

The City of Vancouver adopted a policy with the intent of becoming the greenest city in the world by 2020. The Company has had discussions with Metro Vancouver which has proposed expanding the list of banned materials to include asphalt shingles within the next several years. According to Metro Vancouver, this is feasible, but the necessary infrastructure must be present and capable of handling the increased supply associated with banning materials before diverting them away from landfills.

We are subject to provincial labour and employment laws that govern our relationship with our employees, such as minimum wage requirements, overtime and working conditions and employment standards legislation. Each province in Canada also establishes and administers an occupational health and safety regime. These regimes generally identify the rights and responsibilities of employers, supervisors and workers. Employers are required to implement all prescribed safety requirements and to exercise reasonable care to protect employees from workplace hazards, among other things.

Licenses and Permits

The Company is in the process of obtaining its business license from the City of Delta. The land on which the Empower Facility is located is zoned as light industrial, and the Company’s business operations are expected to meet the requirements for this zoning. The Company will not be permitted to conduct commercial operations at the Empower Facility until this license is granted. While there is no assurance that the Company will be issued a business license, the Company does not anticipate any issues in this regard.

The Company expects to apply to Metro Vancouver for a collection permit for asphalt shingles, which would allow the Company to collect a tipping fee at the Empower Facility. While there is no assurance the Company will be granted a collection permit for asphalt shingles, the Company expects to be able to satisfy all requirements for such permit. If the Company is not granted a collection permit for asphalt shingles, the Company would be still be able to collect discarded shingles, however it would not be able to collect a tipping fee and the Company’s revenue would be materially reduced.

9 See: https://www.canada.ca/en/environment‐climate‐change/services/managing‐reducing‐waste/municipal‐ ‐ solid/shared responsibility.html

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Key Partners

LafargeHolcim Ltd., which merged Lafarge and Holcim in 2015, is a global conglomerate and industry leader in building materials and solutions, and has 70,000 employees in 70 countries across the world. Lafarge North America has offices in approximately 900 locations, including 400 locations and 6,000 employees in Canada, and is the largest diversified supplier of construction materials in the U.S. and Canada. Lafarge operates more than 50 asphalt sites and is one of the top 10 global hot‐mix asphalt producers. Lafarge is the leading cement producer in the United States.[10]

In February 2019, Empower entered into an off‐take agreement (the “ Off‐Take Agreement ”) with Lafarge Canada Inc., whereby Lafarge agreed that once the Empower Facility reaches commercial production levels, it will purchase 100% of the liquid asphalt produced by the Company at the Empower Facility at a price of $300 per ton for a one year period, after which time the parties may negotiate an extension. Empower has agreed that as long as the agreement is in force, it will not (i) sell any of the oil produced from the Empower Facility to any other party, or (ii) license its technology to any third party located in British Columbia, Alberta, Saskatchewan or Manitoba, or any party who would be able to sell asphalt oil to purchases in these provinces. If the parties renew the Agreement, the Company and Lafarge have agreed to enter into a licensing agreement to implement two additional asphalt production facilities in Alberta which will be owned and operated by Lafarge. The off‐take agreement further provides that the parties may negotiate similar mutually acceptable agreements at such time as the Company makes plans to expand operations into Ontario. See “ Risk Factors ” for risks associated with the off‐ take agreement with Lafarge.

Seasonality

We expect our operating revenue will be lowest in the first quarter of the year primarily due to lower construction project activity in the winter months as a result of winter weather conditions. High precipitation levels particularly in the spring can also adversely impact revenue particularly in the first and second quarters when project start dates are more likely to be delayed or result in the extension of road load restrictions, negatively impacting the demand for our products.

Intellectual Property Protection

The Company’s “Bitumen Extraction and Separation Technology” or “BEST” is a proprietary process and design which can be patented. The Company has investigated the patenting of its process with patent lawyers and intends to file for patents after the Empower Facility reaches the commercial production stage and has the available resources. The Company currently protects its processes and technology as trade secrets. The Company recognizes that without patent protection of its BEST process, competitors may replicate this technology and use it to compete with the Company’s business. The Company believes that while this is possible, it has the advantage over potential competitors of being a first‐mover and it would take considerable time for such competitors to develop a competing operating facility. The Company further acknowledges that potential competitors may be able to develop similar processes to BEST that would not infringe on such a patent, if granted.

Employees

The Company had two employees and five consultants as at December 31, 2020 and as at the date of this Prospectus.

10 See: https://www.lafargeholcim.us/who‐we‐are and https://www.lafarge.ca/en

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USE OF AVAILABLE FUNDS

Available Funds and Principal Purposes

The Company is not offering any securities for sale in conjunction with this Prospectus and, accordingly, there are no proceeds to be raised by the Company pursuant to this Prospectus.

The Company has not yet achieved commercial production. As a result, as at December 31, 2020, the Company had negative cash flows from operations.

The Company intends to allocate the foregoing funds as follows, however it reserves discretion to allocate to other strategic, operational or other demands as and when they arise:

Use of Available Funds	Amount
Salaries and consultingfees	$500,000(1)
Empower Facilityoperatingcosts	$1,000,000
Expansion Plant site identification,capital and operatingcosts	$5,251,325
General and administrative costs	$600,000(2)
Marketing	$1,500,000(3)
Compliance and legal and accountingfees	$300,000
Empower Loan repayment	$1,036,000(4)
Shareholder debt repayment	$322,801(5)
Unallocated workingcapital	$1,085,346.37
Total	$11,595,472.37

Notes:

(1) Includes $60,000 allocated for the remuneration of the CEO and $60,000 allocated for the remuneration of the CFO.
(2) Comprised of anticipated costs of $200,000 for contractors and tradespersons, $180,000 for equipment rental, $75,000 for shipping costs, $25,000 for office supplies, $20,000 for travel costs, $15,000 for computer and internet, $10,000 for meals and entertainment, and the balance of $75,000 for miscellaneous overhead expenses.
(3) Includes approximately $500,000 allocated for road shows and one on one meetings, $500,000 for media and public relations activities, $250,000 for online advertising, $130,000 for investor relations activities and the balance of $120,000 for miscellaneous marketing expenses.
(4) See “ General Development of the Business of the Company – Business of the Company – Empower Loan ”
(5) Comprised of $322,801 owed to certain shareholders of the Company which is payable on July 26, 2021.

The table above does not include an aggregate of $300,000 in bridge loans advanced by the directors of the Company to the Company between May 3 and 5, 2021. See “ Consolidated Capitalization. ”

The Company has not yet identified a location for its first expansion plant, however the Company has allocated $5,251,325 to expansion plant site identification, capital and operating costs as follows:

Category	Amount
Purchase of capital equipment(1)	$2,466,500
First expansionplant deposit(25%)	$616,625

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Category	Amount
Management and staff	$430,000
Lease equipment	$382,000
Contingency	$510,000
Research and development	$250,000
Fencing, power and water	$225,000
Property	$150,000
Permits and licensing	$100,000
Engineeringservices	$75,000
Fork lift	$46,000
Total	$5,251,325

Notes:

(1) Includes $295,000 allocated for a processing tank, $285,000 allocated for an electrical and master control system, $250,000 allocated for an evaporator system, $160,000 allocated for transport conveyors, $150,000 allocated for a hot oil heater, and the remaining $1,326,500 allocated for other capital equipment necessary to operate the expansion plant.

We anticipate that the available funds will be sufficient to achieve the Company’s objectives over the next 12 months. Although the Company intends to use the available funds as stated above, there may be circumstances where, for sound business and operations reasons, a reallocation of funds may be necessary, as determined by the Board of Directors. The Company has procedures in place to ensure the health and safety of its employees and consultants at the Empower Facility during the COVID‐19 pandemic, and the Company’s marketing efforts are primarily conducted by telephone or in other virtual settings. The Company does not currently expect the COVID‐ 19 pandemic to have significant adverse impact on its operations, but there is no assurance this will continue to be the case in the future. See “ Risk Factors ”.

Business Objectives and Milestones

The primary business objectives for the Company over the next 12 months and the expected costs to complete these objectives are:

Milestone	Estimated Completion Date	Estimated Cost
Generation of limited revenue at the Empower Facility	Q2 2021	$200,000(1)
Achieve full production capacity at the Empower Facility	Q3 2021	$800,000(2)
Identifylocations for additionalplants	Q3 2021	$616,625(3)
Commence construction of secondplant	Q2 2022	$2,466,500(4)

Notes:

(1) Of the $1,000,000 allocated to Empower Facility operating costs under “ Available Funds and Principle Purposes, ” approximately $250,000 is expected to be expended by Q2 2021 in order to generate limited revenue at the facility.

(2) Of the $1,000,000 allocated to Empower Facility operating costs under “ Available Funds and Principle Purposes, ” approximately $800,000 is expected to be expended by Q3 2021 in order to achieve full production capacity at the facility.

(3) Of the $5,251,325 to expansion plant site identification, capital and operating costs under “ Available Funds and Principle Purposes, ” $616,615 is expected to be expended by Q3 2021 in order to identify locations for additional plants and pay the deposit on the first expansion plant.

(4) Of the $5,251,325 to expansion plant site identification, capital and operating costs under “ Available Funds and Principle Purposes, ” $2,466,500 is expected to be expended by Q2 2022 in order to purchase the capital equipment in order commence construction of a second plant.

Northstar Private Placement

On March 25, 2021 and March 26, 2021, the Company completed a non‐brokered private placement offering of 34,975,178 subscription receipts (each, a “ Northstar Subscription Receipt ”) at a price of $0.35 per Northstar Subscription Receipt for aggregate gross proceeds of $12,241,312.30 (the “ Northstar Private Placement ”). The gross proceeds are being held in escrow by the Subscription Receipt Agent. Upon the issuance to the Company of a

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receipt for a final prospectus (the “ Receipt ”) by the BCSC (the “ Northstar Escrow Release Condition ”), the Subscription Receipt Agent will release the proceeds to the Company and each Northstar Subscription Receipt will automatically convert into one unit of Northstar (each, a “ Northstar Unit ”). Each Northstar Unit will consist of one Northstar Share and one‐half of one transferable share purchase warrant (each whole warrant, a “ Northstar Warrant ”). Each Northstar Warrant will entitle the holder to purchase an additional Northstar Share at an exercise price of $0.50 per share for a period of two years following the issuance of the Receipt to the Company. If the Northstar Escrow Release Condition is not satisfied on or before June 30, 2021 or if we deliver a written default notice to the Subscription Receipt Agent that the Northstar Escrow Release Condition will not be satisfied by that time, the Northstar Subscription Receipts will expire and be of no further force and effect, effective as of the earlier of (i) June 30, 2021 and (ii) the date of the receipt of the default notice, and the subscribers will be entitled to receive from the Subscription Receipt Agent a refund of the subscription amounts held in escrow, without interest and less applicable expenses.

The Company intends to use the proceeds of the Northstar Private Placement in furtherance of the business objective and milestones set out above, and for general corporate purposes.

In connection with the Northstar Private Placement, the Company incurred the liability to pay commissions to registrants in the aggregate amount $705,097.93, 50% of which was paid on the closing of the Northstar Private Placement and the remaining 50% is payable following the issuance of the Receipt to the Company. The Company also issued an aggregate of 2,014,565 special warrants (each a “ Northstar Special Warrant ”) to registrants in connection with the Northstar Private Placement. Upon the issuance to the Company of the Receipt, each Northstar Special Warrant will convert into one broker warrant (each, a “ Northstar Broker Warrant ”). Each Northstar Broker Warrant entitles the holder thereof to purchase one Northstar Unit at a price of $0.35 per Northstar Unit for a period of two years following the issuance of the Receipt to the Company. In the event that the Receipt is not issued to the Company on or before June 30, 2021, the Northstar Special Warrants will be cancelled and of no further force and effect.

DIVIDEND POLICY

Except as described below, Company has not declared dividends on any of its shares in the past and does not intend to pay any in the foreseeable future.

Pursuant to the terms of the Empower Amalgamation Agreement, because the Listing did not occur on or before March 31, 2021, on April 1, 2021, the Company issued, for no additional consideration, 2,150,000 Additional Northstar Shares pro rata to the holders of record of Northstar Shares immediately prior to the Empower Amalgamation. See “ Corporate Structure – Corporate History of the Company .”

There are no restrictions in the Company’s articles or elsewhere, other than customary general solvency requirements, which would prevent the Company from paying dividends. All of the Northstar Shares are entitled to an equal share in any dividends declared and paid on such Northstar Shares. The Company anticipates that all available funds will be invested to finance the growth of the Company’s business and accordingly we do not expect that any dividends will be paid on the Northstar Shares in the immediate or foreseeable future.

Any future determination to pay dividends will be at the discretion of our Board of Directors and will depend on the financial condition, business environment, operating results, capital requirements, any contractual restrictions on the payment of dividends and any other factors that the Board of Directors deems relevant.

MANAGEMENT’S DISCUSSION AND ANALYSIS

The Company’s MD&A provides an analysis of the Company’s financial results for the years ended December 31, 2020 and 2019, and should be read in conjunction with the audited consolidated financial statements of the Company for such periods, and the notes thereto respectively. The Company’s MD&A for the such periods are attached to this Prospectus as Schedule B.

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Certain information included in the Company’s MD&As is forward‐looking and based upon assumptions and anticipated results that are subject to uncertainties. Should one or more of these uncertainties materialize or should the underlying assumptions prove incorrect, actual results may vary significantly from those expected. See “ Cautionary Statement Regarding Forward‐Looking Statements ” for further detail.

DESCRIPTION OF SHARE CAPITAL

Northstar Shares

The authorized capital of the Company consists of an unlimited number of common shares without par value and an unlimited number of preferred shares without par value. As of the date of this Prospectus, there are 71,135,725 Northstar Shares issued and outstanding (excluding any Northstar Shares to be issued on conversion of the Northstar Subscription Receipts).

The holders of the Northstar Shares are entitled to receive notice of and to attend and vote at all meetings of the shareholders of the Company and each Common Share shall confer the right to one vote in person or by proxy at all meetings of the shareholders of the Company. The holders of the Northstar Shares, subject to the prior rights, if any, of any other class of shares of the Company, are entitled to receive such dividends in any financial year as the Board of Directors of the Company may by resolution determine. In the event of the liquidation, dissolution or winding‐up of the Company, whether voluntary or involuntary, the holders of the Northstar Shares are entitled to receive, subject to the prior rights, if any, of the holders of any other class of shares of the Company, the remaining property and assets of the Company. The Northstar Shares do not carry any pre‐emptive, subscription, redemption or conversion rights, nor do they contain any sinking or purchase fund provisions.

CONSOLIDATED CAPITALIZATION

The following table sets forth the share capital of the Company as at the date of this Prospectus and expected to be outstanding on conversion of the Northstar Subscription Receipts. The table should be read in conjunction with, and is qualified in its entirety by, Northstar’s audited consolidated financial statements as at and for the year ended December 31, 2020 and the accompanying notes.

Description	Outstanding as at December 31, 2020	Outstanding as at the date of this Prospectus	Outstanding assuming conversion of the Northstar Subscription Receipts
Northstar Shares	68,282,989	71,135,725	106,110,903
Northstar Options	Nil	3,300,000(1)	3,300,000(1)
Northstar Warrants	Nil	Nil	17,487,584
Northstar Subscription Receipts	Nil	34,975,178(2)	Nil
Northstar Special Warrants	Nil	2,014,565(3)	Nil
Northstar Broker Warrants	Nil	Nil	2,014,565(4)
Empower Warrants	5,697,588(5)	5,697,588(5)	5,697,588(5)

Notes:

(1) Each Northstar Option is exercisable to purchase one (1) Northstar Share at a price of $0.35 until February 16, 2031.

(2) Each Northstar Subscription Receipt will automatically convert into one Northstar Unit on satisfaction of the Northstar Escrow Release Condition.

(3) Each Northstar Special Warrant will automatically convert into one Northstar Broker Warrant on satisfaction of the Northstar Escrow Release Condition.

(4) Each Northstar Broker Warrant will entitle the holder thereof to purchase one (1) Northstar Unit at an exercise price of $0.35 of a period of two years following the issuance of the Receipt.

(5) The Empower Warrants are each exercisable into one (1) Northstar Share at prices ranging from $0.2791 to $0.4652 until dates ranging from September 23, 2021 to December 16, 2024, provided that following completion of the Listing, the expiry date of all of the Empower Warrants which are still outstanding at that time will be extended to the date that is 5 years from the Listing Date.

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Between May 3 and 5, 2021, each of the Company’s directors advanced a $60,000 bridge loan to the Company for general working capital purposes for an aggregate of $300,000. The loans are each evidenced by a promissory note, bear interest at a rate of 6% per annum, and become due and payable on July 2, 2021.

OPTIONS TO PURCHASE SECURITIES

Warrants

Empower Warrants

As of the date of this Prospectus, there are 5,697,589 Empower Warrants issued and outstanding which are exercisable to purchase Northstar Shares at a prices ranging from $0.2791 to $0.4652 until dates ranging from September 23, 2021 to December 16, 2024, provided that following completion of the Listing, the expiry date of all of the Empower Warrants which are still outstanding at that time will be extended to the date that is 5 years from the Listing Date.

Northstar Warrants

As of the date of this Prospectus, there are nil Northstar Warrants outstanding. Following the satisfaction of the Northstar Escrow Release Condition, it is expected that there will be 17,487,584 Northstar Warrants outstanding. Each Northstar Warrant will entitle the holder thereof to purchase one (1) Northstar Share at an exercise price of $0.50 per share for a period of two years following the satisfaction of the Northstar Escrow Release Condition. See “ Use of Available Funds – Northstar Private Placement .”

The Northstar Warrants are governed by the terms and conditions of the Northstar Warrant Indenture. The Northstar Warrants do not carry any voting rights, and the holders of Northstar Warrants are not shareholders of the Company in respect of such securities until such securities have been exercised for Northstar Shares.

Northstar Special Warrants

As of the date of this Prospectus, there are 2,014,565 Northstar Special Warrants outstanding. Following the issuance of the Receipt, each Northstar Special Warrant will automatically convert, for no additional consideration, into one (1) Northstar Broker Warrant. “ Use of Available Funds – Northstar Private Placement .”

Northstar Broker Warrants

As of the date of this Prospectus, there are nil Northstar Broker Warrants outstanding. Following the satisfaction of the Northstar Escrow Release Condition, it is expected that there will be 2,014,565 Northstar Broker Warrants outstanding. Each Northstar Broker Warrant will entitle the holder thereof to purchase one (1) Northstar Unit at an exercise price of $0.35 of a period of two years following the issuance of the Receipt. “ Use of Available Funds – Northstar Private Placement .”

Options

The Board adopted a 10% rolling stock option plan (the “ Northstar Option Plan ”) on February 16, 2021, under which the Board may from time to time in its discretion, grant to directors, employees and consultants of the Company options to purchase Northstar Shares (“ Northstar Options ”). As of the date of this Prospectus, there are 3,330,000 Northstar Options outstanding under the Northstar Option Plan. The Company may grant additional Northstar Options at the discretion of the Board.

The Northstar Option Plan is a rolling plan pursuant to which the number of Northstar Shares reserved for issuance pursuant to the exercise of Northstar Options granted under the plan cannot exceed 10% of the total number of issued Northstar Shares (calculated on a non‐diluted basis) at the time a Northstar Option is granted.

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The principal purpose of the Northstar Option Plan is to advance the interests of the Company by encouraging equity participation in the Company through the acquisition of Northstar Shares.

The following information is intended as a brief description of the Northstar Option Plan and is qualified in its entirety by the full text of the Northstar Option Plan, a copy of which is filed on the Company’s profile on SEDAR:

The Board (which for the purposes of the Northstar Option Plan includes any committee set up by the Board to govern the Northstar Options) shall establish the exercise price at the time each Northstar Option is granted, subject to the following conditions:
(a) if the Northstar Shares are listed on the TSXV, the exercise price will not be less than the minimum prevailing price permitted by the TSXV policies;
(b) if the Northstar Shares are not listed, posted and trading on any stock exchange or bulletin board, then the exercise price will be determined by the Board at the time of granting;
(c) if a Northstar Option is granted within 90 days of a distribution by a prospectus by the Company, the exercise price will not be less than the price that is the greater of the minimum prevailing price permitted by TSXV policies and the per Share price paid by public investors for Northstar Shares acquired under the distribution by the prospectus, with the 90 day period beginning on the date a final receipt is issued for the prospectus; and
(d) in all other cases, the exercise price shall be determined in accordance with the rules and regulations of any applicable regulatory bodies.
Upon expiry of a Northstar Option, or in the event a Northstar Option is otherwise terminated for any reason, without having been exercised in full, the number of Northstar Shares in respect of the expired or terminated Northstar Option shall again be available for an option grant under the Northstar Option Plan.
All Northstar Options granted under the Northstar Option Plan may not have an expiry date exceeding 10 years from the date on which the option is granted.
Northstar Options granted to any one individual in any 12 month period cannot exceed more than 5% of the issued Northstar Shares of the Company, unless the Company has obtained disinterested Shareholder approval.
Northstar Options granted to any one consultant in any 12 month period cannot exceed more than 2% of the issued Northstar Shares of the Company, without the prior consent of the TSXV.
Northstar Options granted to all persons, in aggregate, conducting investor relations activities in any 12 month period cannot exceed more than 2% of the issued Northstar Shares, without the prior consent of the TSXV.
The Northstar Option Plan provides that Northstar Options issued to optionees performing investor relations activities will vest in stages over not less than 12 months with no more than one quarter of the options vesting in any three month period.
If a director, employee or consultant of the Company is terminated for cause, then any Northstar Option granted to the option holder will terminate immediately upon the option holder ceasing to be a director, employee, or consultant by reason of termination for cause.
If an option holder ceases to be a director, employee or consultant of the Company (other than by reason of death, disability, resignation or termination of services for cause) or resigns, as the case may be, then any Northstar Option granted to the option holder that had vested and was exercisable on the date of

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termination will expire on the earlier of (a) the expiry date, and (b) unless the Board agrees to a longer period (not to exceed one year), the date that is 90 days following the date that the option holder ceases to be a director, employee or service provider of the Company.

If an option holder dies, the option holder’s lawful personal representatives, heirs or executors may exercise any Northstar Option granted to the option holder that had vested and was exercisable on the date of death until the earlier of the expiry date and one year after the date of death of the option holder.
If an option holder ceases to be a director, employee or consultant as a result of a disability, the option holder may exercise any Northstar Option granted to the option holder that had vested and was exercisable on the date of disability until the earlier of the expiry date and one year after the date of disability.
The Board shall establish a vesting period or periods at the time each Northstar Option is granted to a director, employee or consultant, and if no vesting schedule is specified at the time of grant, the Northstar Option shall vest immediately, other than Northstar Options granted to eligible persons performing investor relations activities, which will vest in stages over 12 months with no more than one quarter of the options vesting in any three month period.
The Northstar Option Plan will be administered by the Board (which for the purposes of the Plan includes any committee setup by the Board to govern the Northstar Options) who will have the full authority and sole discretion to grant Northstar Options under the Northstar Option Plan to any eligible party, including themselves.
Northstar Options granted under the Northstar Option Plan shall not be assignable or transferable by an option holder.
The Board may, from time to time, subject to regulatory or shareholder approval, if required under the policies of the TSXV, amend or revise the terms of the Northstar Option Plan.

The Northstar Option Plan provides that other terms and conditions may be attached to a particular Northstar Option at the discretion of the Board.

The foregoing summary of the Northstar Option Plan is not complete and is qualified in its entirety by reference to the Northstar Option Plan, a copy of which is filed on the Company’s profile on SEDAR.

As of the date of this Prospectus, the following Northstar Options granted to our directors, executive officers, employees and consultants are outstanding:

	Number of
	Northstar		Exercise
Name of Optionee	Options	Date of Grant	Price	Expiry Date
All executive officers and past executive officers of the issuer, as a group (5 persons)	2,250,000(1)	February16,2021	$0.35	February16,2031
All directors and past directors of the issuer who are not also executive officers, as a group (2 persons)	500,000(1)	February16,2021	$0.35	February16,2031
All other employees and past employees of the issuer as a group	Nil	N/A	N/A	N/A
All consultants of the issuer as a group	550,000(1)	February16,2021	$0.35	February16,2031

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		Number of
		Northstar		Exercise
	Name of Optionee	Options	Date of Grant	Price	Expiry Date
TOTAL		3,300,000

Notes:

(1) These Northstar Options vest as follows: 25% on the date of grant and an additional 25% on the last business day of each three month period thereafter, with the last installment vesting on the last day of the 12th month following the date grant.

PRIOR SALES

During the 12 months preceding the date of this Prospectus, Northstar made the following distributions of Listed Securities or securities convertible into Listed Securities:

Date of Issuance	Description of Transaction	Priceper Security	Number of Securities
April 1, 2021	Empower Amalgamation – Additional Northstar Shares(1)	N/A	2,150,000
March 29,2021	Shares for Debt – Northstar Shares	$0.35	702,736
March 26, 2021	Private Placement – Northstar Subscription Receipts	$0.35	18,980,193
March 26,2021	Finder’s Fee – Northstar Broker Warrants	N/A	1,297,612
March 25, 2021	Private Placement – Northstar Subscription Receipts	$0.35	16,014,485
March 25,2021	Finder’s Fee – Northstar Broker Warrants	N/A	716,612
February16,2021	Grant – Northstar Options	N/A	3,300,000
December 23,2020	Empower Amalgamation – Northstar Shares(2)	N/A	44,331,147
December 23,2020	Private Placement – Northstar Shares	$0.15	700,000

Notes:

(1) Pursuant to the Empower Amalgamation Agreement, because the Listing did not occur on or before March 31, 2021, on April 1, 2021, the Company issued, for no additional consideration, the Additional Northstar Shares. See “ Corporate Structure – Corporate History of the Company .”

(2) On December 23, 2020, pursuant to the Empower Amalgamation, the Company issued 44,331,147 Northstar Shares in exchange for 40,988,577 Empower Shares held by the former Empower Shareholders.

ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER

In accordance with the policies of the TSXV, all shares of the Company owned or controlled by its principals are required to be placed in escrow at the time of the Listing, unless the shares held by the principal or issuable to the principal upon conversion of convertible securities held by the principal collectively represent less than 1% of the voting rights attaching to the total issued and outstanding securities of the Company immediately following the Listing. In addition, in accordance with the policies of the TSXV, all shares of the Company that were issued at a price below $0.05 per share will be subject to the same escrow requirements. Upon completion of the Listing, the Company is expected to be a “Tier 2 Issuer” under the policies of the TSXV.

The following table sets out the securities of the Company held by principals which are expected to be Escrowed Securities held in escrow pursuant to the terms of the Escrow Agreement to be entered into in connection with the Listing:

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Designation of class	Number of securities held in escrow	Percentage of class(1)
Northstar Shares	23,384,687	22.0%(1)
Northstar Options	2,750,000	83.3%(2)
Northstar Warrants	75,000	0.4%(3)
Empower Warrants	806,048	14.2%(4)

Notes:

(1) Based on 106,110,903 Northstar Shares expected to be issued and outstanding as at the Listing Date (assuming conversion of the Northstar Subscription Receipts).
(2) Based on 3,300,000 Northstar Options expected to be issued and outstanding as at the Listing Date.

(3) Based on 17,487,584 Northstar Warrants expected to be issued and outstanding as at the Listing Date (assuming conversion of the Northstar Subscription Receipts).

(4) Based on 5,697,588 Empower Warrants expected to be issued and outstanding as at the Listing Date.

As the Company anticipates being an “emerging issuer” as defined in NP 46‐201, the following automatic timed releases are expected to apply to the Escrowed Securities held by its principals who are subject to escrow:

(a) 10% of the Escrowed Securities on the Listing Date;
(b) 15% of the Escrowed Securities on that date that is six months from the Listing Date;
(c) 15% of the Escrowed Securities on that date that is 12 months from the Listing Date;
(d) 15% of the Escrowed Securities on that date that is 18 months from the Listing Date;
(e) 15% of the Escrowed Securities on that date that is 24 months from the Listing Date;
(f) 15% of the Escrowed Securities on that date that is 30 months from the Listing Date; and
(g) all remaining Escrowed Securities on the date that is 36 months from the Listing Date.

PRINCIPAL SHAREHOLDERS

As of the date of this Prospectus, to the knowledge of the directors and officers of the Company, no person beneficially owns or exercises control or direction over Northstar Shares carrying more than 10% of the votes attached to Northstar Shares, nor is any such person expected to beneficially own or exercise control or direction over Northstar Shares carrying more than 10% of the votes attached to Northstar Shares assuming conversion of the Northstar Subscription Receipts.

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets out, for each of our directors and executive officers, the person’s name, age, province or state and country of residence, position with us, principal occupation, security holdings and, if a director, the date on which the person became a director. Our directors are expected to hold office until our next annual general meeting of shareholders. Our directors are elected annually and, unless re‐elected, retire from office at the end of the next annual general meeting of shareholders. As a group, the directors and executive officers beneficially own, or control or direct, directly or indirectly, a total of 14,936,368 Northstar Shares, representing approximately 14.1% of the Northstar Shares outstanding (based on 106,110,903 Northstar Shares expected to be issued and outstanding assuming conversion of the Northstar Subscription Receipts).

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Name, Province/State and Country of Residence, and Age	Position with the Company	Director Since	If Director, expiry of term of office	Northstar Shares expected to be held as at the Listing Date(%)(1)
Neil Currie(2) British Columbia Age: 35	CEO Corporate Secretary Director	March 15, 2019	At next Annual General Meeting	1,023,969 (*)
James Currie(3)(5)(6) British Columbia Age: 67	Executive Chairman Director	December 23, 2020	At next Annual General Meeting	609,245 (*)
Gordon Johnson British Columbia Age: 60	President Director	December 23, 2020	At next Annual General Meeting	5,181,447 (4.9%)
Terry Charles British Columbia Age: 61	COO	N/A	N/A	5,181,447 (4.9%)
Sead Hamzagic British Columbia Age: 58	CFO	N/A	N/A	Nil
James Borkowski(2)(4)(5) British Columbia Age: 51	Director	December 23, 2020	At next Annual General Meeting	1,218,029 (1.2%)
Gregg Sedun(2)(5) British Columbia Age: 63	Director	December 23, 2020	At next Annual General Meeting	1,722,231 (*)

Notes:

Less than 1%

(1) Based on 106,110,903 Northstar Shares expected to be issued and outstanding as at the Listing Date (assuming conversion of the Northstar Subscription Receipts).

(2) Audit committee member.

(3) Chairman of the Board.

(4) Audit committee chair.

(5) Compensation committee member.

(6) Compensation committee chair.

Biographies

The following are brief profiles of our executive officers and directors, including a description of each individual’s principal occupation within the past five years and the amount of time each expect to devote to the affairs of the Company.

Neil Currie, Director, CEO and Corporate Secretary

Mr. Currie has served as a Director since March 15, 2019 and as Chief Executive Officer and Corporate Secretary since March 16, 2019. Mr. Currie has been the Managing Partner and co‐founder of Capital Event Management Ltd. (“ CEM ”) from November 2010, a private company which produces live/virtual investment events that link emerging issuers and private companies with top finance professionals through virtual zoom meetings and or a weekend of one‐on‐one meetings/networking. He has been the President of Currie Capital, a private company, from January 2009. Since 2010, Mr. Currie and his team have organized over 65 investment conferences around North America, facilitating capital investment for companies listed on the Toronto Stock Exchange, the Exchange and the Canadian Securities Exchange. Mr. Currie also manages CEM Capital (Investment Fund Division of CEM).

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The investment fund focuses only on the speculative markets and is considered agnostic. This division allows CEM to take advantage of the opportunities that they meet with on a daily basis while also keeping the quality of attending issuers very high level.

Over the course of his 15+ year career in the Canadian small cap investment environment he has been directly involved in four reverse takeover transactions raising over $30,000,000 while also holding various board seats. Mr. Currie also served as CEO of Stockpools Inc., a private company that sold advertising to pubic companies, from 2012 to 2018. Mr. Currie has been the CEO, CFO, Corporate Secretary and a director of First Light Capital Corp., a Capital Pool Company (a “CPC”), since March 15, 2018 and a director of Valdy Investments Ltd., a CPC company, since February 15, 2019. Mr. Neil Currie expects to devote 80% of his time to the affairs of the Company.

James Currie, Director and Executive Chairman

Mr. James (“Jim”) Currie is currently President and CEO of First Light Capital Corp. (TSXV:XYZ.P) which is a capital pool company focused on identifying a qualifying transaction in the mining sector. Most recently, he was Chief Operating Officer (COO) of Equinox Gold (TSX/NYSE:EQX), where he was responsible for two operating mines and a development project.

Jim has held the role of COO for a number of mid‐tier gold producers, including Pretivm Resources (TSX/NYSE:PVG) and New Gold Inc. (TSX/NYSE:NGD). At Pretivm, he led the early development of the Brucejack gold mine which commenced operation in 2017. At New Gold, he was responsible for three mining operations and led the construction and development of New Gold’s New Afton gold mine, which went into production in 2012.

Over the course of his 40+ year career in the mining industry he has been a director on various boards and held senior management, engineering and operation roles for a number of mines and projects. Jim holds a Bachelor of Applied Science degree with honours in mining engineering from Queen’s University and is a registered professional engineer. He was the 2014 co‐winner of AME BC’s prestigious EA Scholtz Award for Excellence in Mine Development for his work on New Afton. Mr. James Currie expects to devote 10% of his time to the affairs of the Company.

Gordon Johnson, Director and President

Mr. Gord Johnson is currently the President and a Director of Northstar Clean Technologies, which he has led for the past 6 years since 2015. Gord has spent most of his career guiding and leading private companies. He was the CEO of Lodgeview Entertainment, a hotel Pay Per View company initially based out of Western Canada. Gord guided the company through rapid expansion from 13 to over 300 hotels. Gord oversaw the purchase of the company by a larger competitor. He was also the CEO of Save Energy Walls, which built over 260 homes and townhouses and won multiple Georgie awards for its energy efficient properties. Gord was the Co‐Founder of Intrepid Security and it grew to become one of the largest security concert firms in Canada with offices in the US and Canada. Mr. Johnson expects to devote 100% of his time to the affairs of the Company.

Terry Charles, COO

Mr. Terry Charles is currently the Chief Operating Officer (COO) of Northstar Clean Technologies and its wholly‐ owned subsidiary, Empower Environmental Solutions Ltd., where he has overseen the research, development and implementation of Empower’s sustainable resource recovery technology since 2015. Terry has been instrumental in making Empower’s first plant ready to enter commercial production. Prior to Empower, Terry was the owner of Gemaco Sales Ltd., a company which specialized in regrinding discarded asphalt shingles for use in the paving industry. Terry brings over 30+ years of entrepreneurial executive experience, which includes managing sales, marketing, operations and equipment for both start up and established service companies. Mr. Charles expects to devote 100% of his time to the affairs of the Company.

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Sead Hamzagic, CFO

Mr. Hamzagic is a Chartered Professional Accountant with 34 years of public practice and financial management experience. He has his public practice registered with CPA‐BC, and currently serves as CFO of Canadian Spirit Resources Inc., Cardero Resource Corp., Cobra Venture Corporation and Rainy Mountain Royalty Corp. in addition to providing financial consulting services to several public and private companies. Mr. Hamzagic previously served as acting CFO of Clearly Canadian Beverage Corporation and CFO of Naturally Splendid Enterprises Ltd., as well as CFO and Director of Enthios Capital Corp, Canadian International Pharma Corp., Rainy Mountain Royalty Corp., International Bethlehem Mining Corp., Magnum Goldcorp Inc., BC Moly Corp. and Copper Lake Resources Ltd. Mr. Hamzagic expects to devote 80% of his time to the affairs of the Company.

James Borkowski, Director

Over the past 25 years, James Borkowski has served in executive roles for several private and public companies and has specialized in operations, product development and strategic communications for clients including 7‐ Eleven, Caesar’s Palace, Fairmont Hotels and Target Stores. He has also worked extensively in Asia with corporations including Nihon Shokken (Japan) and Fireswirl Technologies (Hong Kong).

James received his Chartered Director designation in 2016 and has served on multiple public company, private company and non‐profit Boards since 1993 in sectors including technology, resource, industrial and consumer products. In the non‐profit arena, James has worked as an executive and Board member of educational, faith and poverty outreach charities. He currently serves as the Archbishop’s Delegate for Operations at the Archdiocese of Vancouver where he oversees nine offices and directs major capital and ministry projects. His team works with more than 100 partner organizations and charities who assist with the execution of programs that aim to help children, the homeless population and refugees coming to Canada. James is married with seven children and lives in the Vancouver area. Mr. Borkowski expects to devote 7% of his time to the affairs of the Company.

Gregg Sedun, Director

Gregg J. Sedun, a venture capital professional based out of Vancouver, Canada, graduated with a Bachelor of Law Degree (LLB) from the University of Manitoba and has 38 years of industry‐related experience. He was a former 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, Gregg founded two private venture capital firms, including Global Vision Capital, where he continues to carry on venture capital investing today. Global Vision backs projects and management teams with its own funds and has successfully raised significant capital through its global network of industry personnel, investment bankers, brokers, institutional and high net worth investors, and corporate professionals.

Gregg was one of the founding directors and/or shareholders in Diamond Fields Resources Inc. (acquired by Inco – now Vale – in 1996 for $4.3 billion), Peru Copper Inc. (acquired by the Aluminum Corporation of China in 2007 for $840 million in cash), and Adastra Minerals Inc. (acquired by First Quantum Minerals in 2006 for $275 million). Mr. Sedun expects to devote 7% of his time to the affairs of the Company.

None of the executive officers and directors of the Company have entered into non‐competition agreements with the Company. None of the executive officers and directors of the Company have entered into confidentiality agreements with the Company.

Corporate Cease Trade Orders

None of our directors or executive officers have, within the 10 years prior to the date of this Prospectus, been a director, chief executive officer or chief financial officer of any company (including us) that, while such person was acting in that capacity (or after such person ceased to act in that capacity but resulting from an event that occurred while that person was acting in such capacity) was the subject of a cease trade order, an order similar to a cease

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trade order, or an order that denied the Company access to any exemption under securities legislation, in each case for a period of more than 30 consecutive days.

Corporate Bankruptcies

None of our directors, executive officers or shareholders holding a sufficient number of securities to affect materially the control of the Company, have, within the 10 years prior to the date of this Prospectus, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or comprise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets, been a director or executive officer of any company, that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or comprise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Penalties or Sanctions

No director or executive officer of the Company or shareholder holding sufficient securities of the Company to affect materially the control of the Company has:

been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor making an investment decision.

Conflicts of Interest

Members of the Company’s Management are, and may in future be, associated with other firms involved in a range of business activities. Consequently, there are potential inherent conflicts of interest in their acting as officers and directors of our company. Although the officers and directors are engaged in other business activities, the Company anticipates they will devote an important amount of time to our affairs.

The Company’s officers and directors are now and may in the future become shareholders, officers or directors of other companies, which may be formed for the purpose of engaging in business activities similar to the Company’s. Accordingly, additional direct conflicts of interest may arise in the future with respect to such individuals acting on behalf of us or other entities. Moreover, additional conflicts of interest may arise with respect to opportunities which come to the attention of such individuals in the performance of their duties or otherwise. Currently, the Company does not have a right of first refusal pertaining to opportunities that come to their attention and may relate to our business operations.

The Company’s officers and directors are, so long as they are our officers or directors, subject to the restriction that all opportunities contemplated by our plan of operation which come to their attention, either in the performance of their duties or in any other manner, will be considered opportunities of, and be made available to the Company and the companies that they are affiliated with on an equal basis. A breach of this requirement will be a breach of the fiduciary duties of the officer or director. If the Company or the companies with which the officers and directors are affiliated both desire to take advantage of an opportunity, then said officers and directors would abstain from negotiating and voting upon the opportunity. However, all directors may still individually take advantage of opportunities if the Company should decline to do so. Except as set forth above, the Company has not adopted any other conflict of interest policy with respect to such transactions.

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EXECUTIVE COMPENSATION

Introduction

The following discussion describes the significant elements of our executive compensation program, with particular emphasis on the process for determining compensation payable to the Company’s Named Executive Officers.

Securities legislation requires the disclosure of the compensation received by each Named Executive Officer of the Company. “Named Executive Officer” is defined by securities legislation to mean: (i) the CEO; (ii) the CFO; (iii) each of the three most highly compensated executive officers of the Company, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually more than $150,000 for that financial year (or, if the company was not a reporting issuer at any time during the most recently completed financial year, the compensation that will be payable after the company becomes a reporting issuer, to the extent known); and (iv) each individual who would be a “Named Executive Officer” under paragraph (iii) but for the fact that the individual was neither an executive officer of the Company or its subsidiaries, nor acting in similar capacity, at the end of the most recently completed financial year. The Company expects the following individuals to be its Named Executive Officers (collectively, the “ Named Executive Officers ” or “ NEOs ”) following the Listing:

Neil Currie, CEO and Director; and
Sead Hamzagic, CFO.

Overview

Our Board of Directors, after having received the recommendation of the Compensation Committee, makes decisions regarding all forms of compensation, including salaries, bonuses and equity incentive compensation for our CEO, CFO and other executive officers, as well as approves corporate goals and objectives relevant to their compensation. The Board of Directors is ultimately responsible for the administration of employee incentive compensation, including the Northstar Option Plan. The Board of Directors has delegated the responsibility for the administration of employee incentive compensation to the Compensation Committee.

Compensation Objectives

Our compensation practices are designed to retain, motivate and reward our executive officers for their performance and contribution to our long‐term success. The Board of Directors seeks to compensate executive officers by combining short‐term and long‐term cash and equity incentives. It also seeks to reward the achievement of corporate and individual performance objectives and to align executive officers’ incentives with the Company’s performance. The Company seeks to tie individual goals to the area of the senior executive officer’s primary responsibility. These goals may include the achievement of specific financial or business development goals. Corporate performance goals are based on our financial performance during the applicable financial year.

In order to achieve our growth objectives, attracting and retaining the right team members is critical. A key part of this is a well‐thought out compensation plan that attracts high performers and compensates them for continued achievements. Many of the Company’s team members may participate in the Northstar Option Plan, driving retention and ownership. Communicating clear and concrete criteria and process for merit‐based increases and bonuses will also motivate the entire team to achieve individual and corporate goals.

Elements of Compensation Program

The significant elements of compensation for the Company’s NEOs will be the Northstar Shares that have been previously issued. There is no policy or target regarding allocation between cash and non‐cash elements of the Company’s compensation program. The Board of Directors, after having received the recommendation of the

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Compensation Committee, reviews annually the total compensation package of each of the Company’s executives on an individual basis. The Company does not presently have a long‐term incentive plan for its NEOs .

Northstar Option Plan

The Company adopted the Northstar Option Plan on February 16, 2021, under which the Board may from time to time in its discretion, grant to directors, employees and consultants of the Company Northstar Options. As of the date of this Prospectus, there are 3,300,00 Northstar Options outstanding under the Northstar Option Plan. The Company may grant additional Northstar Options subsequent to the Listing Date at the discretion of the Board. The Board of Directors has delegated the responsibility for the administration of the Northstar Option Plan to the Compensation Committee.

The principal purpose of the Northstar Option Plan is to advance the interests of the Company by encouraging the directors, employees and consultants of the Company and of its subsidiaries or affiliates, if any, by providing them with the opportunity, through options, to acquire Northstar Shares, thereby increasing their proprietary interest in the Company, encouraging them to remain associated with the Company and furnishing them with additional incentive in their efforts on behalf of the Company in the conduct of its affairs. See Options to Purchase Securities – Options .

Employee Agreements

As at the date of this Prospectus, none of the Company’s executive officers have entered into written employment agreements with the Company. The Company intends to enter into written employment agreements with some or all of its executive officers in the future.

Summary Compensation Table

The Company currently does not have a standard arrangement pursuant to which directors and NEOs are compensated. All directors are reimbursed for their respective out of pocket expenses in relation to their attendance at Board of Directors meetings and committee meetings. The Company has not provided compensation to members of the board of the directors at any time and does not intend to provide compensation to any director in the near term.

The following table sets forth all expected compensation paid, other than compensation securities, payable, awarded, granted, given or otherwise provided, directly or indirectly, by the Company, or any subsidiary of the Company, to each NEO, for 2021 fiscal year of the Company:

		Salary,
		Consulting
		Fee, Retainer		Committee
		or		or Meeting	Value of	All Other	Proposed Total
Name and		Commission	Bonus(1)	Fees	Perquisites	Compensation	Compensation
Position	Year	($)	($)	($)	($)	($)	($)
Neil Currie CEO, Director	2021 (Projected)	60,000(2)	‐	‐	‐	‐	60,000
Sead Hamzagic CFO	2021 (Projected)	60,000	‐	‐	‐	‐	60,000

Notes:

(1) NEOs do not have an entitlement to an annual performance bonus. Performance bonuses may be awarded at the discretion of the Board, following the recommendation of the Compensation Committee.

(2) Mr. Currie is paid a consulting fee of $5,000 per month through Currie Capital Corporation, a company wholly‐owned by Mr. Currie.

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Northstar Options and Compensation Securities

None of the Company’s directors or NEOs owned any compensation securities as at the date of the Company’s most recently completed financial year on December 31, 2020. No director or NEO has exercised any compensation securities during the most recently completed financial year.

Subsequent to December 31, 2020, on February 16, 2021, the Company made the following grants of Northstar Options to its NEOs and directors:

	Number of
	Northstar	Percentage of		Exercise price
Name and Position	Options	Class(1)	Date of grant	($)	Expiry date
Neil Currie CEO, Director	750,000	22.7%	February 26, 2021	0.35	February 16, 2031
Sead Hamzagic CFO	500,000	15.2%	February 26, 2021	0.35	February 16, 2031
Gordon Johnson President, Director	250,000	7.6%	February 26, 2021	0.35	February 16, 2031
James Currie Director	500,000	15.2%	February 26, 2021	0.35	February 16, 2031
James Borkowski Director	250,000	7.6%	February 26, 2021	0.35	February 16, 2031
Gregg Sedun Director	250,000	7.6%	February 26, 2021	0.35	February 16, 2031

Notes: (1) Based on 3,300,000 Northstar Options issued and outstanding as at the date of this Prospectus.

Pension Plan Benefits

The Company does not have a pension plan that provides for payments or benefits to NEOs at, following, or in connection with retirement.

Termination and Change of Control Benefits

There are no management or consulting agreements with any directors or officers of the Company that provide for payments to an officer or director, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, a change in control of the company or a change in a director’s or officer’s responsibilities.

INDEBTEDNESS OF DIRECTORS AND SENIOR OFFICERS

None of the Company’s directors or officers or any of their respective associates is indebted to the Company or has been subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding provided by the Company.

AUDIT COMMITTEE

Audit Committee Charter, Composition and Relevant Education and Experience

The Company’s Audit Committee is governed by its charter that is attached as Schedule C to this Prospectus.

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NI 52‐110 requires the Company, as a venture issuer, to disclose annually certain information concerning the constitution of its Audit Committee and its relationship with its independent auditor, as set forth in the following.

Composition of the Audit Committee

The following are the members of the Audit Committee of the Company:

James Borkowski[(1)] Independent[(2)] Financially literate[(2)] Gregg Sedun Independent[(2)] Financially literate[(2)] Neil Currie Not Independent[(2)] Financially literate[(2)] Note:

(1) Audit committee chair.

(2) As defined by NI 52‐110.

Relevant Education and Experience

For the purposes of NI 52‐110, an individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the issuer’s financial statements.

Each member of the Company’s present Audit Committee has adequate education and experience that is relevant to their performance as an Audit Committee member and, in particular, the requisite education and experience that have provided the member with:

(a) an understanding of the accounting principles used by the Company to prepare its financial statements;
(b) the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and provisions;
(c) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company’s financial statements or experience actively supervising individuals engaged in such activities; and
(d) an understanding of internal controls and procedures for financial reporting.

The education and experience of each member of the Audit Committee relevant to the performance of his duties as a member of the Audit Committee can be found under the heading “ Biographies ”.

Audit Committee Oversight

At no time since the commencement of the Company’s most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor not adopted by the Board.

Exemption for Venture Issuers

We intend to rely on the exemption provided by Section 6.1 of NI 52‐110 which provides that a venture issuer is not required to comply with Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations) of NI 52‐110.

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Reliance on Certain Exemptions

At no time since the commencement of our most recently completed financial year has our company relied on the exemption in Sections 2.4, 6.1.1(4), 6.1.1(5), or 6.1.1(6) or Part 8 of NI 52‐110. Section 2.4 (De Minimis Non‐audit Services) provides an exemption from the requirement that our audit committee must pre‐approve all non‐audit services to be provided by the auditor, where the total amount of fees related to the non‐audit services are not expected to exceed 5% of the total fees payable to the auditor in the financial year in which the non‐audit services were provided. Sections 6.1.1(4) ( Circumstance Affecting the Business or Operations of the Venture Issuer ), 6.1.1(5) ( Events Outside Control of Member ) and 6.1.1(6) ( Death, Incapacity or Resignation ) provide exemptions from the requirement that a majority of the members of our audit committee must not be executive officers, employees or control persons of our company or of an affiliate of our company. Part 8 (Exemptions) permits a company to apply to a securities regulatory authority or regulator for an exemption from the requirements of National Instrument 52‐110 in whole or in part.

Pre‐Approval Policies and Procedures

The Audit Committee has authority to engage and communicate with advisors and professionals for non‐audit services.

External Auditors Service Fees

The aggregate fees billed by the Company’s external auditors for the financial years ended December 31, 2020 and 2019 for audit fees are as follows:

	Financial year ended December 31, 2020 ($)	Financial year ended December 31, 2019 ($)
Audit Fees(1)	15,000	45,000
Audit‐Related Fees(2)	Nil	Nil
Tax Fees(3)	Nil	Nil
All Other Fees(4)	Nil	Nil

Notes:

(1) “Audit Fees” include fees necessary to perform the annual audit of the Company’s consolidated financial statements. Audit Fees include fees for review of tax provisions and for accounting consultations on matters reflected in the financial statements. Audit Fees also include audit or other attest services required by legislation or regulation, such as comfort letters, consents, reviews of securities filings and statutory audits.

(2) “Audit‐Related Fees” are fees for assurance and related services related to the performance of the audit or review of the annual financial statements that are not reported under “Audit Fees”. These include due diligence for business acquisitions, audit and accounting consultations regarding business acquisitions, and other attest services not required by statute.

(3) “Tax Fees” include fees for all tax services other than those included in “Audit Fees” and “Audit‐Related Fees”. This category includes fees for tax compliance, tax planning and tax advice. Tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

(4) “All Other Fees” include the aggregate fees billed for products and services provided by the Company’s external auditor, other than “Audit Fees”, “Audit‐Related Fees” and “Tax Fees” above.

CORPORATE GOVERNANCE

National Policy 58‐201— Corporate Governance Guidelines establishes corporate governance guidelines which apply to all public companies. The Company has reviewed its own corporate governance practices in light of these guidelines. National Instrument 58‐101 ‐ Disclosure of Corporate Governance Practices mandates disclosure of corporate governance practices which disclosure is set out below.

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Board of Directors

The board of directors consists of five (5) persons, two of whom the Company believes to be independent based upon the tests for independence set forth in NI 52‐110. James Borkowski and Gregg Sedun are independent directors. Neil Currie, James Currie and Gordon Johnson are not independent directors as they also serve as officers of the Company.

NP 58‐201 suggests that the board of directors of reporting issuers should be constituted with a majority of individuals who qualify as “independent” directors. An “independent” director is a director who has no direct or indirect material relationship with the Company. A material relationship is a relationship that could, in the view of the board of directors, reasonably interfere with the exercise of a director’s independent judgment. In addition, the independent judgment of the Board in carrying out its responsibilities is the responsibility of all directors. The Board facilitates independent supervision of management through meetings of the Board and through frequent informal discussions among independent members of the Board and management. In addition, the Board has access to the Company’s external auditors, legal counsel and to any of the Company’s officers.

The Board recommends nominees to the shareholders for election as directors, and immediately following each annual general meeting appoints an Audit Committee.

The Board exercises its independent supervision over management by its policies that (a) periodic meetings of the Board be held to obtain an update on significant corporate activities and plans; and (b) all material transactions of the Company are subject to prior approval of the Board. To facilitate open and candid discussion among its independent directors, such directors are encouraged to communicate with each other directly to discuss ongoing issues pertaining to the Company.

Participation of Directors in Other Reporting Issuers

The following directors of the Company currently serve on the following boards of directors of other public companies:

Name	Name of Other Reporting Issuers	Name of Exchange or Market	Since
James Currie	Southern Empire Resources Corp.	TSXV	March 18,2020
	First Light Capital Corp.	TSXV	June 9,2020
	Badger Capital Corp.	TSXV	March 29,2021
Neil Currie	ValdyInvestments Ltd.	TSXV	May7,2019
	First Light Capital Corp.	TSXV	March 22,2019
	Badger Capital Corp.	TSXV	July23,2020

Orientation and Continuing Education

While the Company does not have formal orientation and training programs, orientation of new members of the Board is conducted by informal meetings with members of the Board, briefings by management, and the provision of copies of or access to the Company’s documents.

The Company has not adopted formal policies respecting continuing education for Board members. Board members are encouraged to communicate with management, legal counsel, auditors and consultants, to keep themselves current with industry trends and developments and changes in legislation with management’s assistance, and to attend related industry seminars and visit the Company’s operations. Board members have full access to the Company’s records.

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Ethical Business Conduct

The Board has found that the fiduciary duties placed on individual directors by the Company’s governing corporate legislation and the common law, and the restrictions placed by the BCBCA on an individual director’s participation in decisions of the Board in which the director has an interest have helped to ensure that the Board operates independently of management and in the best interests of the Company.

Under corporate legislation, a director is required to act honestly and in good faith with a view to the best interests of the Company and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. In addition, if a director of the Company also serves as a director or officer of another company engaged in similar business activities to the Company, that director must comply with the conflict of interest provisions of the BCBCA, as well as the relevant securities regulatory instruments, in order to ensure that directors exercise independent judgment in considering transactions and agreements in respect of which a director or officer has a material interest. Any interested director would be required to declare the nature and extent of his interest and would not be entitled to vote at meetings of directors that evoke such a conflict.

Nomination of Directors

The Company does not have a stand‐alone nomination committee. The full Board has responsibility for identifying potential Board candidates. The Board assesses potential Board candidates to fill perceived needs on the Board for required skills, expertise, independence and other factors. Members of the Board and representatives of the industry are consulted for possible candidates.

Compensation

The Company has a Compensation Committee, the purpose of which includes assisting the Board with fulfilling its oversight responsibilities with respect to the appointment, performance, evaluation and compensation of senior executives of the Company, and determining the compensation of the Board. The Board, after receiving the recommendation of the Compensation Committee, is responsible for determining the compensation of directors and senior executives of the Company, including the CEO.

The Company has not provided compensation to members of the Board at any time and does not intend to provide compensation to any director in the near term other than through awards of Northstar Options pursuant to the Northstar Option Plan. See “ Executive Compensation. ”

Other Board Committees

The Board of Directors has no other committees other than the Audit Committee and the Compensation Committee.

Assessments

The Board monitors the adequacy of information given to directors, communication between the Board and management and the strategic direction and processes of the Board and committees. On an ongoing annual basis, the Board assesses the performance of the Board as a whole, each of the individual directors and each committee of the Board in order to satisfy itself that each is functioning effectively.

RISK FACTORS

The following information is a summary only of certain risk factors and is qualified in its entirety by reference to, and must be read in conjunction with, the detailed information appearing elsewhere in this Prospectus. These risks and uncertainties are not the only ones the Company is facing. Additional risks and uncertainties not presently known to the Company, or that it currently deems immaterial, may also impair its operations. If any such risks actually occur, the business, financial condition, liquidity and results of the Company’s operations could be

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materially adversely affected. The risk factors described below should be carefully considered by readers, including investors considering a purchase of securities of Northstar, along with all other information set forth in this Prospectus.

An investment in securities of the Company should only be made by persons who can afford a significant or total loss of their investment.

Risks Relating to the Early Stage of our Company

The Company is at a very early operational stage and our success is subject to the substantial risks inherent in the establishment of a new business venture.

Our company was formed in August 2017 but we have not yet begun full scale operations and have only begun implementing the business of Empower following the Empower Amalgamation. Our business and operations should be considered to be in a very early stage and subject to all of the risks inherent in the establishment of a new business venture, including limitations with respect to personnel, financial, and other resources and lack of revenues. We have not proven that our business model will allow us to generate a profit. Accordingly, our intended business and operations may not prove to be successful in the near future, if at all. Any future success that we might enjoy will depend upon many factors, several of which may be beyond our control, or which cannot be predicted at this time, and which could have a material adverse effect upon our financial condition, business prospects and operations and the value of an investment in the Company.

The Company has suffered operating losses since inception and it may not be able to achieve profitability.

The Company has incurred operating losses since incorporation. We had an accumulated deficit of $10,789,249 as of December 31, 2020 and we expect to continue to incur significant research and development expenses in the foreseeable future related to the completion of development and commercialization of our technology and products. As a result, we will be sustaining substantial operating and net losses, and it is possible that we will never be able to sustain or develop the revenue levels necessary to attain profitability.

Negative operating cash flow.

The Company did not generate operating revenue and historically has had negative cash flow from operating activities. The Company anticipates that it will continue to have negative cash flows at least until it achieves full commercial production, and may continue to have negatives cash flow from operations for a period of time after it achieves full commercial production. Continued losses may have the following consequences:

increasing the Company’s vulnerability to general adverse economic and industry conditions;
Limiting the Company’s ability to obtain additional financing to fund future working capital, capital expenditures, operating costs and other general corporate requirements; and
limited the Company’s flexibility in planning for, or reacting to, changes in its business and the industry.

The Company may have difficulty raising additional capital, which could deprive us of necessary resources.

We expect to continue to devote significant capital resources to fund research and development and there is no guarantee that the Company will be able to execute on its strategy. The continued development of the Company may require additional financing. The failure to raise such capital could result in the delay or indefinite postponement of current business strategy or the Company ceasing to carry on business. There can be no assurance that additional capital or other types of financing will be available if needed or that, if available, the terms of such financing will be favourable to the Company. In addition, from time to time, the Company may enter into transactions to acquire assets or the shares of other companies. These transactions may be financed wholly or partially with debt, which may temporarily increase the Company’s debt levels above industry standards. Any debt financing secured in the future could involve restrictive covenants relating to capital raising activities and other financial and operational matters, which may make it more difficult for the Company to obtain additional capital

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and to pursue business opportunities, including potential acquisitions. Debt financings may contain provisions, which, if breached, may entitle lenders to accelerate repayment of loans and there is no assurance that the Company would be able to repay such loans in such an event or prevent the enforcement of security granted pursuant to such debt financing. The Company may require additional financing to fund its operations to the point where it is generating positive cash flows. Negative cash flow may restrict the Company’s ability to pursue its business objectives.

Risks Relating to the Business

We are subject to substantial governmental regulation that will change over time.

We are subject to potential liability and numerous restrictions under environmental and other laws, including those relating to transportation, , treatment, storage and disposal of wastes and hazardous wastes, discharges of pollutants to air and water, and the remediation of contaminated soil, greenhouse gas emissions and the remediation of contaminated surface water and groundwater. These laws and regulations are subject to ongoing changes, not all of which are predictable. The operation of our business has been and will continue to be subject to regulation, including permitting and related financial assurance requirements, as well as attempts to further regulate our operations. Permits often take years to obtain or renew as a result of numerous hearings and compliance requirements with regard to zoning, environmental and other laws and regulations. These permits are also often subject to resistance from citizen or other groups and other political pressures. Local communities and citizen groups, adjacent landowners or governmental agencies may oppose the issuance or expansion of a permit or approval we may need, allege violations of the permits under which we currently operate or laws or regulations to which we are subject, or seek to impose liability on us for environmental damage. In the past, we have been subject to enforcement actions and certain litigation under applicable environmental laws and regulations that arise in the ordinary course of business. Responding to these challenges has at times increased our costs, required us to make significant capital investments to upgrade our facilities and extended the time associated with establishing processing facilities or expanding their capacity. In addition, failure to receive or maintain regulatory, zoning or other approval, permits or authorizations, may prohibit us from establishing, or cause or contribute to delays for us in, new or expanding capacity at our existing facilities.

Inability of the Company’s technology to meet performance expectations.

The performance of the Company’s processes may encounter problems due to the failure of its technology, the failure of the technology of others, the failure to combine these technologies properly, operator error or the failure to maintain and service the systems properly. Many of these potential problems and delays are beyond our control. In addition, poor performance may involve delays in project installations and modifications to the processes, as well as third party involvement. Any problem or perceived problem with the processes, whether originating from its technology, design, or from third parties, could hurt the our reputation and the reputation of our products and limit our sales. In addition, we may be required to offer customers services, products or compensation if the failure of a system to perform results in a claim under the warranties offered by the Company.

Reliance on a single partner for a significant portion of our revenue and future operations.

Pursuant to the terms of the Off‐Take Agreement, Empower has agreed to sell, and Lafarge has agreed to purchase, 100% of the asphalt oil produced at the Empower Facility, and Empower has agreed not to sell asphalt oil to any other party while the agreement is in force. Management expects the sale of asphalt oil will make up approximately 40‐50% of the Company’s total revenue. In addition, the Off‐Take Agreement provides that the parties will re‐negotiate the price of the asphalt oil to be sold under the agreement one year following the Empower Facility achieving commercial production levels, and if the parties are unable to come to an agreement on a new price, the Off‐Take Agreement will be terminated. There is no assurance that the parties will reach such an agreement at a price that is acceptable to the Company, or at all. Further, in the event the Off‐Take Agreement is terminated, there is no assurance the Company will be able to reach an agreement with a new partner or partners on similar terms to the Off‐Take Agreement, or at all. In the event the Off‐Take Agreement is not renewed on acceptable terms or the Company is not able to reach agreements with new partners on acceptable terms, or at

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all, this would have a material adverse effect on the revenue, financial condition and operating results of the Company.

In addition, the Off‐Take Agreement provides that the Company and Lafarge have agreed to enter into a licensing agreement to implement two additional asphalt production facilities in Alberta which will be owned and operated by Lafarge. In the event the Off‐Take Agreement is terminated, or the parties are not able to reach an agreement on terms acceptable to the Company for these expansion facilities, the Company will not be able to execute on its business plan as currently intended, and may be required to raise additional capital or secure additional partners to continue with its expansion plans. There is no assurance the Company will be able to do so on acceptable terms, or at all. See “General Development of the Business of the Company – Business of the Company – Key Partners. ”

We will need to establish additional relationships with collaborative and development partners to fully develop and market our products.

We do not possess all of the resources necessary to develop and commercialize products on a mass scale. Unless we expand our development capacity and enhance our internal marketing, we will need to make and continue appropriate arrangements with collaborative affiliates, such as Lafarge, to develop and commercialize current and future sites and products.

Collaborations may allow us to:

generate cash flow and revenue;
offset some of the costs associated with our internal development; and
successfully commercialize products .

If we need but do not find appropriate collaborative arrangements, or our existing arrangement is terminated or renegotiated on less favourable terms, our ability to develop and commercialize products could be adversely affected. Even if we are able to find collaborative partners, the overall success of the development and commercialization of products will depend largely on the efforts of other parties and is beyond our control. In addition, in the event we pursue our commercialization strategy through collaboration, there are a variety of attendant technical, business and legal risks, including:

a development partner may gain access to our proprietary information, potentially enabling the partner to develop products without us or design around our intellectual property;
we may not be able to control the amount and timing of resources that our collaborators may be willing or able to devote to the development or commercialization of our products or to their marketing and distribution; and
disputes may arise between us and our collaborators that result in the delay or termination of the development or commercialization of our product candidates or that result in costly litigation or arbitration that diverts our management’s resources.

The occurrence of any of the above risks could impair our ability to generate revenues and harm our business and financial condition.

Lack of formal supply and sale agreements.

The Company has not yet reached commercial production levels and the Empower Facility, and therefore has not yet negotiated any formal agreements with local roofing contractors or waste haulers to ensure it will have adequate supply of asphalt shingles, or any sale agreements for the sale of its aggregates or fiber products. While the Company has engaged in numerous discussions with potential suppliers and customers, and believes such

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negotiations to be progressing positively, there is no assurance the Company will be able to formalize supply or sale agreements on acceptable commercial terms, or at all. If the Company is unable to secure adequate supply of asphalt shingles on terms that management considers acceptable based on its financial modelling, the Company may not be able to produce enough product at reasonable market prices to generate a profit. Similarly, if the Company is not able to formalize agreements for the sale of its aggregate and fiber products, its revenues, results of operations and financial condition will be materially adversely affected.

We may lose out to larger and better‐established competitors.

The waste management industry is intensely competitive. Most of our competitors have significantly greater financial, technical, marketing and distribution resources as well as greater experience in the industry than we have. Our products may not be competitive with other technologies. If this happens, our sales and revenues will decline. In addition, our current and potential competitors may establish cooperative relationships with larger companies to gain access to greater development or marketing resources. Competition may result in price reductions, reduced gross margins and loss of market share.

Our products may be displaced by newer technology.

The waste management industry, and in particular sustainable waste management technology, is undergoing rapid and significant technological change. Third parties may succeed in developing or marketing technologies and products that are more effective than those developed or marketed by us, or that would make our technology and sites obsolete or non‐competitive. Accordingly, our success will depend, in part, on our ability to respond quickly to technological changes through the development and introduction of new sites and products. We may not have the resources to do this. If our sites or products become obsolete and our efforts to secure and develop new products and sites do not result in any commercially successful sites or products, our sales and revenues will decline.

Impact of the COVID‐19 pandemic.

The spread of the novel coronavirus (“COVID‐19”) has created a global health crisis that has resulted in widespread disruption to economic activity in the United States and Canada. Beginning in March 2020, U.S. and Canadian governments as well as numerous state, provincial and local governments implemented certain measures to attempt to slow and limit the spread of COVID‐19, including shelter‐in‐place and physical distancing orders as well as closure restrictions or requirements. Throughout the second quarter of 2020, governments in Canada and the U.S. began to lift these measures and reopen businesses. In the latter half of 2020 and first quarter of 2021, several measures were re‐introduced primarily in major metropolitan areas, including Vancouver. Although the COVID‐19 pandemic has had limited direct impact on the Company to date as Company’s marketing efforts are conducted primarily virtually, and the Company’s employees and consultants have been able to access the Empower Facility with minimal interruption, the future impact of the pandemic on our operations cannot be predicted with any certainty. In addition, once the Company begins commercial production at the Empower Facility, the success of its operations will depend in part on the activities and financial well‐being of the Company’s customers and suppliers. The introduction of new, more restrictive shelter‐in‐place orders could require us to shut down the Empower Facility for indefinite periods of time, and our customers and suppliers may face similar orders. In the event we are unable to access our facility, or are unable to deliver products to, or receive supplies from, our customers and suppliers, our business, operating results and financial condition may be materially adversely affected. In addition, given that the Empower Facility is currently operated by a small number of key personnel, the temporary or long‐ term loss of any of these persons could have an adverse impact on our ability to efficiently operate the Empower Facility.

The cyclical nature of the waste management industry.

Fluctuating demand cycles are common in the waste management industry and these cycles could have a significant impact on the level of demand for our products. As such, fluctuations in the demand for services or the ability of the private and/or public sector to fund projects in then‐current economic climate could adversely affect our pricing and our margins and thus our results, which could cause the price of the Listed Securities to decline.

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Given the project‐based nature of the waste management industry, our financial results, similar to others in the industry, may be impacted in any given period by a wide variety of factors beyond our control (as outlined herein) and, as a result, there may be from time to time, significant and unpredictable variations in our quarterly and annual financial results, which could cause the price of the Listed Securities to decline.

The Company will incur ongoing costs and obligations related to regulatory compliance.

The Company will incur ongoing costs and obligations related to regulatory compliance. Failure to comply with regulations may result in additional costs for corrective measures, penalties or in restrictions on the Company’s operations. In addition, changes in regulations, more vigorous enforcement thereof or other unanticipated events could require extensive changes to the Company’s operations, increased compliance costs or give rise to material liabilities, which could have a material adverse effect on the business, financial condition and operating results of the Company.

The industry is subject to extensive controls and regulations, which may significantly affect the financial condition of market participants. The marketability of any product may be affected by numerous factors that are beyond the Company’s control and which cannot be predicted, such as changes to government regulations, including those relating to taxes and other government levies which may be imposed. Changes in government levies, including taxes, could reduce the Company’s earnings and could make future capital investments or the Company’s operations uneconomical. The industry is also subject to numerous legal challenges, which may significantly affect the financial condition of market participants and which cannot be reliably predicted.

Successful execution of the Company’s strategy is contingent, in part, upon compliance with regulatory requirements and obtaining all regulatory approvals, where necessary, for the sale of the Company’s products and other products expected to be distributed by the Company.

The Company relies on a single facility.

The Company’s activities and resources are focused in its Empower Facility in Delta, British Columbia and are expected to continue to be focused in this facility for the foreseeable future. Adverse changes or developments affecting the existing Empower Facility could have a material and adverse effect on the Company’s ability develop its processes, its business, financial condition and prospects.

Reliance on management.

The success of the Company is dependent upon the ability, expertise, judgment, discretion and good faith of our senior management, including James Currie, Neil Currie, Terry Charles, Gordon Johnson and Sead Hamzagic. Our future success depends on our continuing ability to attract, develop, motivate and retain highly qualified and skilled employees. Qualified individuals are in high demand, and we may incur significant costs to attract and retain them. In addition, the loss of any of our senior management or key employees could materially adversely affect our ability to execute our business plan and strategy, and we may not be able to find adequate replacements on a timely basis, or at all.

Difficulty to forecast.

The Company must rely largely on its own market research to forecast sales as detailed forecasts are not generally obtainable from other sources. A failure in the demand for its products to materialize as a result of competition, technological change or other factors could have a material adverse effect on the proposed business, results of operations and financial condition of the Company.

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Vulnerability to rising energy costs.

The Company’s operations will consume considerable energy, making the Company vulnerable to rising energy costs. Rising or volatile energy costs may adversely impact the business of the Company and its ability to operate profitably.

Operating risk and insurance coverage.

The Company currently has insurance to protect its assets, and is in the process of obtaining additional coverage as further protection as the Company ramps up its production operations.. While the Company believes its insurance coverage addresses all material risks to which it is exposed and is adequate and customary in its current state of operations, such insurance is subject to coverage limits and exclusions and may not be available for the risks and hazards to which the Company is exposed. Further, there is no assurance that the Company will be able to obtain additional insurance coverage as the Company ramps up its productions operation. In addition, no assurance can be given that such insurance will be adequate to cover the Company’s liabilities or will be generally available in the future or, if available, that premiums will be commercially justifiable. If the Company were to incur substantial liability and such damages were not covered by insurance or were in excess of policy limits, or if the Company were to incur such liability at a time when it is not able to obtain liability insurance, its business, results of operations and financial condition could be materially adversely affected.

Management of growth.

The Company may be subject to growth‐related risks, including capacity constraints and pressure on its internal systems and controls. The ability of the Company to manage growth effectively will require it to continue to implement and improve its operational and financial systems and to expand, train and manage its employee base. The inability of the Company to deal with this growth may have a material adverse effect on the Company’s business, financial condition, results of operations and prospects.

Conflicts of interest.

The Company may be subject to various potential conflicts of interest because of the fact that some of its officers and directors may be engaged in a range of business activities. In addition, the Company’s executive officers and directors may devote time to their outside business interests, so long as such activities do not materially or adversely interfere with their duties to the Company. In some cases, the Company’s executive officers and directors may have fiduciary obligations associated with these business interests that interfere with their ability to devote time to the Company’s business and affairs and that could adversely affect the Company’s operations. These business interests could require significant time and attention of the Company’s executive officers and directors.

In addition, the Company may also become involved in other transactions which conflict with the interests of its directors and the officers who may from time to time deal with persons, firms, institutions or companies with which the Company may be dealing, or which may be seeking investments similar to those desired by it. The interests of these persons could conflict with those of the Company. In addition, from time to time, these persons may be competing with the Company for available investment opportunities. Conflicts of interest, if any, will be subject to the procedures and remedies provided under applicable laws. In particular, in the event that such a conflict of interest arises at a meeting of the Company’s directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In accordance with applicable laws, the directors of the Company are required to act honestly, in good faith and in the best interests of the Company.

Litigation.

The Company may become party to litigation from time to time in the ordinary course of business which could adversely affect its business. Should any litigation in which the Company becomes involved be determined against the Company such a decision could adversely affect the Company’s ability to continue operating and the market

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price for the Listed Securities and could use significant resources. Even if the Company is involved in litigation and wins, litigation can redirect significant resources. Litigation may also create a negative perception of the Company’s brand.

PROMOTERS

Neil Currie, a director and the CEO of the Company, is a promoter of the Company within the meaning of applicable securities laws. Mr. Currie beneficially owns or controls 1,452,540 Northstar Shares (approximately 1.37%, assuming conversion of the Northstar Subscription Receipts). See “ Options to Purchase Securities ,” “ Directors and Executive Officers ” and “ Executive Compensation ” for more information.

No promoter of the Company has, within 10 years prior to the date of this Prospectus, been a director, chief executive officer, or chief financial officer of any person or company, that was subject to an order that was issued while the promoter was acting in such capacity, or was subject to an order that was issued after the promoter ceased to act in such capacity and which resulted from an event that occurred while the promoter was acting in such capacity.

No promoter of the Company is, as at the date of this Prospectus, or has been within the 10 years prior to the date of this Prospectus, a director or executive officer of any person or company that, while the promoter was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

No promoter of the Company has, within the 10 years prior to the date of this Prospectus, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the promoter.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

We are from time to time involved in legal proceedings of a nature considered normal to our business. We are not currently involved in any litigation, and we believe that none of the litigation that we have been involved since the beginning of the most recently completed financial year, individually or in the aggregate, is material to our consolidated financial condition or results of operations.

Legal Proceedings

There are no legal proceedings the Company is or was a party to, or that any of its property is or was the subject of, since the beginning of the most recently completed financial year for which financial statements of the Company are included in this Prospectus.

Regulatory Actions

There have not been any penalties or sanctions imposed against the Company by a court relating to provincial or territorial securities legislation or by a securities regulatory authority, nor have there been any other penalties or sanctions imposed by a court or regulatory body against the Company, and the Company has not entered into any settlement agreements before a court relating to provincial or territorial securities legislation or with a securities regulatory authority.

INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Except as described elsewhere in this Prospectus, no insider, director or executive officer of the Company and no associate of any director, executive officer, or insider has any material interest, direct or indirect, in any

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transaction within the three years before the date of this Prospectus that has materially affected or is reasonably expected to materially affect the Company. See “ Executive Compensation ” and the Company’s MD&A attached as Schedule B to this Prospectus.

AUDITORS, TRANSFER AGENT AND REGISTRAR

Auditors

Northstar’s auditor is Davidson & Company LLP, and its principal office is located at 1200‐609 Granville St, Vancouver, BC V7Y 1G6.

Transfer Agent and Registrar

The transfer agent and registrar for the Northstar Shares is Computershare Investor Services Inc., and its principal office is located at 3[rd] Floor, 510 Burrard St, Vancouver, BC V6C 3B9.

MATERIAL CONTRACTS

Except for contracts made in the ordinary course of business, the following are the only material contracts entered into by the Company or Empower since the beginning of the last financial year ending before the date of this Prospectus, or entered into prior to such date and are still in effect:

Northstar Option Plan adopted February 16, 2021. See “ Options to Purchase Securities – Options ”;
Transfer Agent Agreement dated January 29, 2021 between the Company and the Computershare Investor Services Inc.;
Warrant Indenture dated February 11, 2021 between the Company and the Warrant Agent;
Subscription Receipt Agreement dated February 9, 2021 between the Company and the Subscription Receipt Agent;
Empower Amalgamation Agreement dated August 5, 2020, and the amendment to the Empower Amalgamation Agreement dated December 20, 2020. See “ Corporate Structure – Corporate History of the Company ”;
The Empower Lease. See “ General Development of the Business of the Company – Business of the Company – The Empower Facility ”;
The Off‐Take Agreement. General Development of the Business of the Company – Business of the Company – Key Partners ”; and
The following series of agreements with Vancouver City Savings Credit Union and Empower in respect of the Empower Loan. See “ General Development of the Business of the Company – Business of the Company – The Empower Loan ”:
(a) Commitment Letter dated June 1, 2017, as amended by the Loan Amendment Letter dated October 26, 2017,
(b) Business Banking Promissory Note dated October 26, 2017
(c) Security Agreement dated October 30, 2017, and
(d) Forbearance Agreement dated February 8, 2021.

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Copies of the above material contracts can be inspected at our head office during regular business hours for a period of 30 days after a final receipt is issued for this Prospectus and are also available electronically at www.sedar.com.

EXPERTS

No person or company whose profession or business gives authority to a report, valuation, statement or opinion made by such person or company and who is named in this Prospectus as having prepared or certified a part of this Prospectus, or a report, valuation, statement or opinion described in this Prospectus, has received or shall receive a direct or indirect interest in any securities or other property of the Company or any associate or affiliate of the Company.

Davidson & Company LLP has confirmed that it is independent of Northstar within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of British Columbia.

Certain legal matters in connection with this Prospectus will be passed upon by Clark Wilson LLP. As at the date hereof, the partners and associates of Clark Wilson LLP, as a group, beneficially own, directly or indirectly, less than one percent of the outstanding securities of the Company.

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SCHEDULE A

NORTHSTAR’S AUDITED CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

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SCHEDULE B

NORTHSTAR’S MD&A FOR THE YEARS ENDED DECEMBER 31, 2020 AND 2019

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SCHEDULE C

AUDIT COMMITTEE CHARTER

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CERTIFICATE OF THE COMPANY

Dated: May 7, 2021

This preliminary prospectus and this amended and restated prospectus constitutes full, true and plain disclosure of all material facts relating to the securities being distributed under this prospectus as required by the securities legislation of the Provinces of British Columbia, Alberta, Manitoba, Ontario, Saskatchewan and the Yukon Territory.

“ Neil Currie ” “ Sead Hamzagic ” Neil Currie Sead Hamzagic Chief Executive Officer Chief Financial Officer

On Behalf of the Board of Directors

“ James Currie ” “ Gordon Johnson ” James Currie Gordon Johnson Director Director

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CERTIFICATE OF THE PROMOTER

Dated: May 7, 2021

“ Neil Currie ” Neil Currie

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AI assistant

Northstar Clean Technologies Inc. — Capital/Financing Update 2021

48098_rns_2021-05-10_f7ff5bfe-b2d3-4b55-8413-c506fbd6bfa3.pdf

PRELIMINARY PROSPECTUS FOR ALBERTA, MANITOBA, ONTARIO, SASKATCHEWAN AND THE YUKON TERRITORY

AND AMENDED AND RESTATED PRELIMINARY PROSPECTUS AMENDING AND RESTATING THE PRELIMINARY PROSPECTUS DATED APRIL 15, 2021 FOR BRITISH COLUMBIA

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