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Published on November 05, 2021

Base Carbon Announces Reverse Takeover Transaction and $50 Millon Brokered Private Placement Financing

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TORONTO, Nov. 05, 2021 (GLOBE NEWSWIRE) -- Base Carbon Corp. (“Base Carbon” or the “Company”) announces that it has entered into a binding agreement with 1287411 B.C. Ltd. to complete a business combination by way of a transaction that will constitute a reverse takeover of the Company by 1287411 B.C. Ltd. (the “Transaction”). The shareholders of Base Carbon will become shareholders of the resulting issuer that will exist upon completion of the Transaction (the “Resulting Issuer”). In connection with the Transaction the parties intend to apply to list the common shares of the Resulting Issuer on the NEO Exchange Inc. (the “NEO Exchange”). The Resulting Issuer will carry on Base Carbon’s business of sourcing, financing and developing carbon offset projects and trading carbon credits.

Base Carbon is also pleased to announce that it has entered into an agreement to undertake a best-efforts private placement (the “Private Placement”) offering of common shares (the “Shares”) which is being co-led by BMO Capital Markets and Raymond James Ltd. and involving a syndicate of additional agents (collectively, the “Agents”). The Company is targeting gross financing proceeds of CAD$50,000,000. The Company will pay the Agents a cash commission in connection with the Private Placement.

In addition, the Company has granted the Agents an option, exercisable at the applicable issue price up to 48 hours prior to the closing of the Private Placement, to place up to an additional 15% of the number of Shares purchased pursuant to the Private Placement.

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.

“Further capitalizing the balance sheet to invest in a portfolio of carbon offset projects is the highest priority for management. We are actively engaged in finalizing partnerships with project sourcing and development firms in addition to experienced project managers, and have a strong pipeline of carbon offset opportunities for potential capital deployment,” remarked Base Carbon CEO, Michael Costa.

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 and trading carbon credits. Base Carbon’s mandate is to be the preferred carbon project partner for developing, financing, streaming, technology and access to markets.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities to be issued in connection with the Transaction have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Completion of the Transaction is subject to a number of conditions, including but not limited to, NEO Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

The NEO Exchange has in no way passed upon the merits of the Transaction 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 proposal to complete the Private Placement, the Transaction and associated transactions, including the listing of the Resulting Issuer’s shares on the NEO Exchange. 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 expected terms of the Private Placement and Transaction, shareholder approval, Base Carbon’s strategic plans, the proposed listing of the Resulting Issuer’s share on the NEO Exchange 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. Although such statements are based on management’s reasonable assumptions, there can be no assurance that the Private Placement or Transaction will occur or that, if the Private Placement or Transaction do occur, they will be completed on the terms described above. Base Carbon assume no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by applicable law.

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