Base Carbon Corp. entered into a letter agreement to acquire 1287411 B.C. Ltd. in a reverse merger transaction on October 25, 2021. Base Carbon Corp. entered into an agreement to acquire 1287411 B.C. Ltd. in a reverse merger transaction on November 5, 2021. In addition, Base Carbon has entered into an agreement to undertake private placement offering of common shares targeting gross financing proceeds of CAD 50 million. The shareholders of Base Carbon will become shareholders of the resulting issuer that will exist upon completion of the transaction. 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 resulting issuer will carry on Base Carbon's business of sourcing, financing and developing carbon offset projects and trading carbon credits. 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. The transaction also subject to receipt of the following approvals and consents for the Transaction: (A) all requisite approvals of 1287411 B.C. Ltd.'s shareholders, as required by the NEO or applicable corporate or securities laws, to consummate the Transaction; (B) any requisite approvals of Base's shareholders, whether under applicable corporate or securities; and the approval of any Persons from whom Base must obtain consent including any lenders or financial institutions, federal, state, provincial and local regulators, licensors and strategic partners. As of February 17, 2022, Neo Exchange has conditionally approved the listing of the common shares of the resulting issuer (to be named Base Carbon Inc.). The Transaction is expected to close on or about February 23, 2022. Christopher W. McLelland, Andy Pike and Veronica Ma of Cassels Brock & Blackwell LLP acted as legal advisors to Base Carbon Inc.

Base Carbon Corp. completed the acquisition of 1287411 B.C. Ltd. in a reverse merger transaction on February 23, 2022.