Northstar Clean Technologies Inc. ($ROOF)

Okay. Well, welcome, everybody, to today's call. This is the Q1 2026 results and update. I'm delighted to be joined today by Lynda Paananen, our CFO. We've also got Josh Peligal from Kin, who's our anchor this morning. So normal admin, if we just -- and for the questions, put the questions into Josh, and he will collect them at the end. As always, we have our forward-looking statement outline. And look, today's results, the kind of agenda is we're going to cover the 1Q results. We're going to talk about an operating plant in Calgary and give some insight into the expansion. We'll talk about funding and adding some financial flexibility in the business. I'm going to talk about oil exposure because we've had a chunk of questions that have been coming in around that and how that -- how -- what our exposure is for the business model. And we're going to talk about the excellent implications of what we're learning at the plant to the rollout of the business. So I will hand over to Lynda for the Q1.

Wow, no pressure. First off, hey. All right. So first quarter results reflect the company's efforts aimed at ramping up to commercial operations and strengthening the financial position, like Aidan mentioned. The operational graphs that you see up on the screen are -- they're as expected. Revenue continues to consist of tipping fees as we ramp up to steady-state operations. You will see that graph change over time. Gross profit or loss relates to the collection of shingles, and it's simply just tipping fees less the cost associated with collecting those shingles. And you'll notice that there, the volatility over the last 4 quarters is a really good example of the team and us building processes around a first-of-a-kind facility. Q1 2026 is beginning to illustrate stabilization of our shingle collection process. Comprehensive income and loss, in our case, loss includes both cash and noncash results. So there's a lot to unpack in comprehensive loss. The noncash results are driven by accounting rules. Besides being confusing to the average reader, those noncash results will drive volatility in the bottom line number, and I'll talk more about that volatility in a second. Really, the big movers that led to a $1.9 million increase in the net loss from Q1 2025 to now are those noncash. They're really fair value remeasurements in that net loss. But also importantly, and this is what we call pre-commercial operating expenses. These are the costs of a -- that you'll see of us as an operating facility. So we are getting ourselves ready and in a state where we are ready for operations. We exited the quarter with $12.7 million in cash. And of course, this reflects the finance activities that occurred during the first quarter. The most significant one being the closing of the first tranche of the company's USD 10 million convertible debenture, $9 million of the financing closed on March 30 with the remaining USD 1 million closing 3 days later on April 2. And of course, you'll see that $1 million reported and reflected in our second quarter results. So I don't often like to talk about accounting, but I'd just like to take a moment to highlight this financing in its home on the financial statements. It's a fairly complex instrument, and that's driven by the fact that it's denominated in U.S. dollars. The presentation on the balance sheet is different from our Canadian-denominated convertible debentures. The full value of the debenture is actually disclosed as current. And I assure you, the term of the debenture is not current. It's not due within the next 12 months, but specific features of the instrument lead to some very interesting accounting results. Part of the instrument is considered a derivative liability, and you'll see this is new on our balance sheet. It's important to highlight this because we're required to remeasure this component at its fair value every reporting period. All is to say this is going to drive volatility in that comprehensive income or loss figure on a go-forward basis. Now it's too early to talk accounting. So I'm going to pass it back to you to talk about something much more exciting.

Excellent. So summary then is Q1 looks like Q4, the cash in USD 9 million in Q1 and some very quirky accounting treatment of that instrument.

Well summarized.

Okay. Well, listen, so thanks for that. And I will put myself out there a little bit to say that when we get to Q2, we do expect to see one very exciting material development for these results, and that will actually be product revenue because Calgary, we're happy to say, is now an operating facility. We are now processing with the material transfer and water processing issues we identified in the last call minimized. Now as always, with plants that are kind of starting up and ramping up, it's not running perfectly absolutely every day. But absolutely, we are now starting the operating procedure, and we are now starting to operate the plant day after day, which is outstanding. So the production is close to the 100 tonnes a day ERA target volume. As you know, that's ERA Milestone 4. And the production is close to that level. And the things that we are now working on with respect to the performance is throughput, operating hours, operating days as well and the yield through the plant. So the one thing I will say is that we have not hit -- we have not brought in operating revenue in May, but we expect that to be all straight through the month of June now. So we expect to see operating revenue in the Q2 results. So let's also talk about the upgrade because there's -- the operation is absolutely the first critical thing for us to deliver, and that's now done. And as I talked about the last time, the upgrade is the next step to get us up to kind of full profitability at the plant. And so that is where we have been doing on-site testing and equipment trials. So the good thing about this is, this is all commercial scale trials. So this is not a science experiment. This is not us back at the pilot plant back prior to the pilot plant. So this is equipment testing and on-site testing and equipment runs at a commercial scale level. So it's a huge benefit for -- from 2 perspectives. Firstly, for the Calgary perspective; and secondly, the implication for the future sites, which actually goes on to the strategy we'll talk about in a minute. So the real benefit of that as well is, so we now have an at-site laboratory. And what that's able to do is that lab is able to do material analysis, material size compositions, asphalt content, yield, et cetera. So we actually have the real-time ability to optimize what's happening with these equipment trials. So our output from that looks very promising. We expect the upgrade options to be delivered in the fall, and we expect improvements in not only throughput but also yield and capital benefit. So on the right-hand side, you see the implications for the future sites. We -- the work that we are doing and having solved the material transfer and water processing issues, we actually believe we will now have a simpler process. So we will deliver the same results with, we believe, a simpler operating process, and we think that will lead to 2 things. So improved efficiency and yield, but also potential capital benefits. So as an investor, if you stand back and look at where we are with this facility, now we're an operating asset. The second thing is we have an upgrade coming, where the equipment testing is very promising. And the third thing is the implication for the future, which we believe is a simpler process from start to back. So then let's talk a little bit about the financing and capital structure. So Lynda described the convertible debenture that came in, and we talked about this a little bit the last time. Again, really balanced terms in terms of an investment, USD 10 million, convertible at $0.20, no warrant with respect to dilution. So minimized dilution as we look forward here and also cash management with a payment in kind. And then you have the $0.75 acceleration clause and the embedded derivative that's caused all the angst on the accounting side. One of the questions we got through Q1, and I wanted to touch on it today. I think we touched on it in the press release, too, was the update on the warrant, and this was all around the April 2023 financing. So as you know, that financing had a $0.20 warrant, which was -- which came due this April. So here's what actually happened with the warrants and the proceeds. So we had some exercised in that financing. We had some exercised in 2024 and 2025. As we came into '26 Q1, we had some exercised and then the majority of the exercising obviously came around Q2. Now the warrant was at the money at the time. So it was kind of at $0.20. And we had proceeds of $800,000 or slightly over that came in for that. But the other thing that was important about this was that, that was a good balance because we brought over Q1, over $800,000 into the treasury, but also we had 11.9 million warrants roll off and come off the balance sheet. And again, this is one of the things that we've had feedback about is the complexity of our balance sheet. And so obviously, having warrants roll off is a good thing to have happened. So the other thing we announced in the PR today was the ATM. And we've had a lot of feedback about kind of the benefits or the benefits or lack of benefit for having an ATM program. So let me talk you through about why we put this in place and kind of give a bit of a feedback on the views on ATMs. So we've talked about a broad strategy to finance Northstar all the way through. So we have a number of different instruments that we've used. And as you know, I've been pretty focused on making sure that, that could minimize dilution. I mean dilution happens, of course, as you're raising money, but our view has always been what tools can we have in the toolkit to minimize that dilution. So as you know, last year, we announced that we did an AIF, then we did a base shelf. And that was put in place to enable us to have a number of different financing options. Now we didn't do a discounted equity offering, large discounted equity offering in Q1. We secured a $10 million debenture with no -- at a premium and with no warrant. So there was no need for us to do a discounted offering. And we brought in, as Lynda said, a significant amount of cash. But the important thing about the ATM is it adds flexibility to our balance sheet going forward, whereby although, of course, you have to pay some transaction fee, it's at the money. It doesn't need to be discounted and it requires no warrant. And there are no kind of additional associated fees that come with respect to broker warrants or broker fees. But it doesn't have to be used now. Now it's interesting. I got a feedback when the press release came out yesterday or last night that if you don't need it -- well -- sorry, if you don't need it now, then why would you put it in place? Again, we've talked repeatedly about putting in place strategic finance elements to give us a broad balance sheet and broad instruments that we can use. So that's exactly why we've done this. And the other thing is if you look at the outline of the strong partners on the right-hand side, what this also does is this brings in Stifel as a partner for Northstar. So that's a huge benefit for us to have a company as sophisticated as Stifel supporting us. And so if you look at the partners on the right-hand side, I mean, we have an industry partner in TAMKO. We have a royalty partner in CVW. We have government partner in Emissions Reduction Alberta. We have a debt partner in BDC. And now we have an ATM partner with Stifel. So I think if you look at what we have done with respect to balance sheet support and balance sheet flexibility, we work really, really hard to make sure that we're not diluting every step that we move forward. And that was the background for the ATM program, having obviously completed the AIF and the shelf. So let's talk a little bit -- one of the other questions that we've been getting a lot about is with respect to the Northstar business case and crude oil, and the effect of asphalt, et cetera, on our pricing. So if you remember, the way that we always describe the business is that we're roughly a kind of a 35% to 65% split, 35% from tipping fees, 65% from the products coming out the back end. Of that, 99% is the asphalt price. So if you look at overall exposure, it's kind of greater than 60% to oil prices. And of course, asphalt are fully correlated in terms of oil pricing. There are some seasonal differences with asphalt, but it looks very like gasoline, seasonally high in the summer, a bit lower in the winter just with respect to demand. So if you think about the strategy of the business, I mean, in theory, you can think about Northstar's business as a hydrocarbon asset with negative feedstock costs, i.e., feedstock whereby we're actually getting -- we're getting paid for our feedstock. So if you think about waste shingles with associated tipping fees, we get paid for the feedstock. So in any accounting terms, we essentially have a negative feedstock cost, not an actual cost. That contributes significantly to the processing cost. And the way that I talk about this often when I'm chatting to oil and gas guys is think about it as having a negative lifting. So having an oil field that has an infinite resource that never runs out, so there's no decline curve. It has a negative lifting cost. So that's a real benefit. And so by the time you get to actually producing from the asset, really, the cost burden is pretty low. And then that's where you have the multiproduct yield of asphalt and the products adding the additional remaining value. So almost your costs are covered by your tipping fee and then you're fully exposed to kind of 64% or over 60% of the revenue coming from the asphalt that's coming at the back end. So that was just a bit of a different way to think about it because we've been asked lots of questions about oil pricing. And then lastly, let's chat about growth. So earlier on, we kind of said this asset is producing. We also said that the expansion work has identified and developed simpler processes for our business. So we think the simpler technology will reduce capital and enable us to have faster deployment. So as we think about the Northstar business model, we've often said we think that 4 Northstar operating plants that after that, the expansion would be self-sustaining. From income generation, i.e., we'll be generating enough cash in the business that as we layer -- and obviously, for capital as we layer debt in against those assets for deployment with our loan partners, then ultimately, we get to the point whereby 4 plants, self-sustaining business and minimizing the requirement for equity addition to the business. Our North American analysis indicates that there's over 30 locations with 24/7 potential. And some of those have got multiple facility options. So i.e., there may be -- there are some cities, which obviously have the ability to supply 80,000 tonnes to us, so over 24/7, and there are of -- and a number of those cities have multiple facilities in those cities. So that's the real advantage if we think about what we've learned from Calgary. So again, stepping back, identified the problems with Calgary, now fixed and operating, identified the debottleneck options for the upgrade, now well in train and all of that showing that we have -- that we've got a simpler process to build the next facilities. So my summary, Q1, very similar to Q4 with work as Lynda outlined from an accounting on the short-term liability front with the measurement of the accounting treatment of the debenture. Secondly, we have a producing plant. We have a promising simple design underway. We're well funded, and we're adding financial flexibility with minimal dilution. The fourth thing is we have huge confidence in the simple plant design for the next plant. And the last one says that our North American analysis shows high potential and a great balance of tipping fees and upside from oil exposure to deliver the business model that we've talked to investors about. Josh, that's it. That's my summary.

Excellent. Thank you. [Operator Instructions] So first question is, can you share anything about timing or progress on ERA Milestone 4?

Yes. So ERA Milestone 4, as you know, we need consecutive operating days at 100 tonnes a day. We expect that to commence in June. So we originally thought that we would be able to hit that fully in June, but we -- our expectation is that we will commence it in June and continue through July. And we're continuing to engage with ERA on Milestone 4 and days of production, et cetera. But that's where we're at from a delivery perspective. We are very close to the 100 tonnes a day.

Excellent. I think this question has probably been asked in the past, but we'll just double check with you. Can you share any further information on the group that funded that $10 million convertible debenture? I think in the past, we said a group of global investors.

Yes. I mean, yes, I would say a group of global investors that came together to do the 9 plus 1 or 10 overall. But as you can see from that level of investment, sophisticated investors who understand manufacturing businesses, well understand where we were at in the technology journey, so i.e., right at the cusp of operating the facility. And the discussion we had with them was what I think we chatted about the last time, which was this financing is a bridge and the bridge to the point of leaving with Calgary fully operating. So not only operating as it is today, but also the -- also the next step with Calgary of the upgrade. And so all of that funded to get us to the point whereby we are at full profitability with respect to Calgary. So that's exactly what this USD 10 million supports. And so as an investor, you can -- you know that, that's a sophisticated group that understands exactly what we were doing with respect to that bridge to get us to the point of full profitability in Calgary in 2026. So yes, I think it's important for people to understand kind of the genesis of the group working with us, but also that their objectives share our objectives, which is the delivery through 2026 of the fully operating Calgary facility.

Great. The next question is, how should we think about liquid asphalt sales currently? And do we have plans to share more details around the revenue, including splitting them out from tipping revenue?

Yes, we do. So what you should think about is in Q2, you should have an expectancy that we should be able to deliver in Q2 results that show product revenue against tipping fee revenue. So we do intend to split that out. We expect that to be in June. When I was on the call the last time I expected first -- I mean, I said we expected first product revenue sales in April. That did not happen. We expect first product revenue sales in June starting this week. So that production is now -- will now translate itself into that in June. So for Q2 results, you should see product revenue for Q2. And for Q3, so we expect between now and the upgrade in the fall, and steady-state production all the way through. That's what we're expecting. And so hitting the ERA targets and producing over 100 tonnes a day and generating steady revenue. So that's where we are at from an operational perspective. We've got huge confidence in that being delivered.

Thank you. Has the company considered an oil price hedging strategy? Or is it too early to begin thinking about things like that?

Yes. As you know from my background at BP and Goldman then, hedging strategy is -- so there's kind of 3 things you need to think about with respect to hedging strategy. So number one, you have to have very repeatable and steady-state production. So we're probably a quarter or 2 away from that and especially with the upgrade that will deliver more volume. So it's always volume-based. The second thing is that the credit requirement for a bank to hedge is often significant, i.e., there's often cash collateral that needs to go down to be able to put that hedge on. And the third thing is if you look at asphalt, although there's a correlation to WTI, international asphalt will have a correlation sometimes to high sulfur fuel oil, potentially a discount to Brent. So all of those -- I mean, obviously, Brent, high sulfur fuel oil and WTI are liquid and tradable. But asphalt is called -- would be considered as a dirty hedge, i.e., it's not got the perfect correlation to that. So you have to look at its effectiveness versus the very liquid instrument i.e., kind of WTI or Brent. So really, you have to think about, number one, you have to have volume certainty. Number two, you have to have the credit and the balance sheet backing to be able to enter the trade. And the third thing is you need to look at the detailed correlation of wherever your plant is and what the hedge looks like exactly in terms of correlation against the index. Sorry, Josh, that was a very BP and [ Goldman Sachs ] oil trading answer.

Well, I think that's important. I definitely learned something right now as well. So that's great. Next question here. Do we have any updates on Hamilton and Baltimore? There wasn't much about it in today's call.

Yes. Just -- I mean, essentially, we -- I think we did it the last one where we said the focus in Hamilton and Baltimore are permitting and land development and kind of, yes, same ongoing with both of those.

Great. And then last one here. We talked about -- a bit about cash flow breakeven recently, assuming that, that has been pushed out slightly with the push out of production as well. Is that correct?

Yes. And I kind of mentioned it a little bit earlier where we are -- sorry, and I should have said that when I did my Calgary update slide. We are not at cash flow breakeven. Optimizing that is all around kind of 4 things for us now that we have an operating plan. Number one, it's around throughput. Number two, it's around operating hours and operating days. So what is the balance of the shift. And so now we have steady operation with very few hiccups and what we've got is the ability to extend operating hours and potentially extend operating days, and that's all about optimizing the shift. And then the last thing is the yield through the plant. So now we're running from front to back. We can absolutely understand what the yield at each one of the points is and optimize that. So all of those things are coming together to drive towards cash flow breakeven, but we just need miles and snow to be able to do that, and we have not done that, yes. So sorry, I should have outlined that because we did talk about cash flow breakeven in the last call. Yes.

Perfect. That's all the questions for today. I just want to let everybody know that a replay will be available on YouTube tomorrow morning. And I'll hand it back to you, Aidan, for any final comments.

Well, thanks, Josh, and thanks, everybody, for joining. Fairly benign quarter with respect to the financials. But this is the first call that we have done in Northstar's journey where we've been able to talk about an operating plant. So we actually have production at the first commercial facility that the company has built. And now it's just onwards and upwards from here. Thank you.