Base Carbon Completes C$50 Million Private Placement

/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/

TORONTO, Dec. 7, 2021 /CNW/ - Base Carbon Corp. ("Base Carbon" or the "Company") is pleased to announce the closing of its private placement financing raising an aggregate of C$50 million (the "Offering"). A total of 50,000,000 common shares of the Company ("Shares") were sold at a price of C$1.00 per Share (the "Offering Price") under the Offering. The Offering was completed through a syndicate of agents (the "Agents") led by BMO Capital Markets and Raymond James Ltd., and including Canaccord Genuity Corp. and Cormark Securities Inc.

All securities issued under the Offering are subject to a hold period and may not be traded until the later of: (i) April 8, 2022; and (ii) the date the Company becomes a reporting issuer. As previously announced, Base Carbon has entered into an agreement to complete a reverse takeover transaction, pursuant to which the Shares will be exchanged for common shares of the resulting issuer. If such transaction is completed the common shares of the resulting issuer will not be subject to any hold period under applicable Canadian securities laws.

In connection with the Offering, the Agents received compensation equal to 6% of the gross proceeds from the Offering, subject to sales of Shares pursuant to the President's List purchasers whereby the Agents' compensation was reduced to 2% in respect of sales of Shares to President's List purchasers up to a maximum of 20% of the aggregate number of Shares issued pursuant to the Offering.

The net proceeds from the Offering will be used for investment in carbon offset projects, a staged equity investment in carbon project developer, originator and advisory firm, Hardwick Climate Business Limited ("HCBL"), working capital and general corporate purposes. 

The securities offered pursuant to the Offering have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws, and may not be offered or sold in the United States absent registration under the U.S. Securities Act and applicable U.S. state securities laws or compliance with the requirements on an exemption therefrom. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Base Carbon

Base (for the Benefit of Air, Sea, Earth) Carbon is a globally diversified asset development firm in the business of sourcing, financing and developing carbon offset projects. Base Carbon's mandate is to be the preferred carbon project partner for developing, financing, streaming, technology and access to markets.

The NEO Exchange has in no way passed upon the merits of the Company, the resulting issue or listing of shares and has neither approved nor disapproved the contents of this news release.

Cautionary Statements Regarding Forward Looking Information

This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the Offering. Any such forward-looking statements may be identified by words such as "expects", "anticipates", "believes", "projects", "plans" and similar expressions. Readers are cautioned not to place undue reliance on forward-looking statements. Statements about, among other things, the Offering, Base Carbon's strategic plans, and the parties' ability to satisfy closing conditions and receive necessary approvals are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Base Carbon assume no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by applicable law.

SOURCE Base Carbon Corp.

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