BCBN Base Carbon Inc

Base Carbon Inc. (NEO: BCBN) (OTCQX: BCBNF) ("Base Carbon", or the "Company"), a financier and developer of emission reduction, removal and related climate action projects, confirms it has closed the previously announced transaction (the “HCBL Restructuring Transaction”) to consolidate ownership of Base Carbon Capital Partners Corp. (“BCCPC”) and the restructuring of its partnership with Hardwick Climate Business Limited (“HCBL”). All financial references are denominated in U.S. dollars, unless otherwise noted.

Pursuant to the HCBL Restructuring Transaction, Base Carbon has now completed the purchase of HCBL’s equity interest in BCCPC for an aggregate purchase price of US$2,996,000. The purchase price was comprised of (i) a cash payment of US$1,600,000, and (ii) the delivery of a promissory note to HCBL in the amount of US$1,396,000 (the “Promissory Note”). Base Carbon also reduced its equity ownership in HCBL by way of a share capital reduction and the cancellation of the Promissory Note, and upon completion of certain post-closing ancillary steps to the HCBL Restructuring Transaction, Base Carbon is expected to retain a 15% equity interest in HCBL. Philip Hardwick has resigned as Chief Operating Officer of Base Carbon and reverted to his role as CEO of HCBL.

As part of the HCBL Restructuring Transaction, the parties have entered into an amended and restated shareholder agreement with respect to HCBL and a consulting and origination agreement (the “Consulting and Origination Agreement”) whereby HCBL has agreed to continue to originate and present opportunities to the Company for investment, partnership and/or development with respect to carbon reduction and removal projects until June 30, 2024. The Company has agreed to pay HCBL a success-based project origination fee of up to 3.5% in aggregate. Origination fees from Base to HCBL will be based upon the Company’s required investment capital for qualified carbon credit development projects which are sourced by HCBL and executed by Base Carbon. All applicable project origination fees will be payable in stages according to pre-determined project milestones, and a portion of project origination fees may be payable in Base Carbon common shares at the Company’s election. During the term of the Consulting and Origination Agreement, HCBL will also provide certain consulting services to the Company with respect to the Company’s carbon project portfolio for a fixed cost-based fee of approximately $830,000 (the “Consulting Fee”).

The parties entered into an escrow agreement whereby the 2,324,376 common shares of the Company previously issued to Philip Hardwick under the terms of the original investment agreement will be placed into escrow until June 30, 2024. Finally, Philip Hardwick also entered into an individual consulting agreement with the Company and has been issued 500,000 Base Carbon common share purchase options with an exercise price of C$1.00 per common share (the “Options”). 1/3 of the Options will vest immediately and the remaining amount will vest in equal tranches on the first and second anniversaries of closing.

For further details on the historical investment agreement and transactions between the parties, please refer to the Company’s public disclosure available on www.sedar.com.

About Base Carbon

Base Carbon provides capital, development expertise and management operating resources to projects involved in the voluntary carbon markets. The company seeks to be the preferred carbon project partner in providing capital and developmental resources to carbon projects globally and, where appropriate, will endeavour to utilize technologies within the evolving carbon industry to enhance efficiencies, commercial credibility, and trading transparency. For more information, please visit www.basecarbon.com.

Media and Investor Inquiries

Base Carbon Inc.Investor RelationsTel: +1 647 952 3979E-mail: investorrelations@basecarbon.com

Media InquiriesE-mail: media@basecarbon.com

Michael Costa, Chief Executive Officer, and Ryan Hornby, Chief Legal Officer are responsible for this press release.

Cautionary Statement Regarding Forward Looking Information

This press release contains “forward-looking information” within the meaning of applicable securities laws with respect of the Company, including but not limited to, statements relating to the focus of Base Carbon’s business and HCBL’s continued origination of carbon reduction projects. In some cases, but not necessarily in all cases, forward-looking information may be identified by the use of forward-looking terminology such as “expects”, “anticipates”, “intends”, “contemplates”, “believes”, “projects”, “plans” or variations of such words and similar expressions or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events. Statements about, among other things, Base Carbon’s strategic plans and HCBL’s continued origination of carbon reduction projects are all forward-looking information. These statements should not be read as guarantees of future performance, results, or achievements.

Although management believes that the anticipated future results, performance or achievements expressed or implied by the forward-looking information are based upon reasonable assumptions and expectations, readers should not place undue reliance on forward-looking information because it involves assumptions, known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to differ materially from anticipated future results, performance or achievements expressed or implied by such forward-looking information.

The forward-looking statements made herein are subject to a variety of risk factors and uncertainties, many of which are beyond the Company’s control, which could cause actual events or results to differ materially and adversely from those reflected in the forward-looking statements. Readers are cautioned that forward-looking statements are not guarantees of future performance. Specific reference is made to the most recent Annual Information Form on file with the Canadian provincial securities regulatory authorities (and available on www.sedar.com) for a more detailed discussion of some of the factors underlying forward-looking statements and the risks that may affect the Company’s ability to achieve the expectations set forth in the forward-looking statements contained in this press release.

Should one or more of the risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual events or results may vary materially and adversely from those described in the forward-looking information. The forward-looking information contained in this press release is provided as of the date of this press release, and the Company expressly disclaims any obligation to update or alter statements containing any forward-looking information, or the factors or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law.