Base Carbon Announces Closing of Reverse Takeover Transaction – QNT Press Release

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TORONTO, Feb. 25, 2022 /CNW/ – Base Carbon Corp. (the “Company”) is pleased to announce that, further to its news release dated November 5, 2021the Company has completed the previously announced reverse takeover (the “RTO Transaction”) of 1287411 B.C. Ltd., being the resulting issuer, which has changed its name to Base Carbon Inc. (“Base Carbon“). Pursuant to the RTO Transaction, all outstanding common shares of the Company were exchanged for common shares of Base Carbon (the “Resulting Issuer Base Shares“) on a one-for-one basis and the previous shareholders of 1287411 B.C. Ltd. retained an aggregate of 760,004 Resulting Issuer Base Shares.

New Board and Management

Following the RTO Transaction, the leadership team of Base Carbon consists of the following members:

  • Michael Costa — Chief Executive Officer, Director, and Chairman of the Board
  • Wes Fulford – Chief Financial Officer
  • Philip Hardwick — Chief Operating Officer
  • Andrew Fedak —Chief Strategy Officer and Director
  • Ryan Hornby — Chief Legal Officer and Corporate Secretary
  • Bruce Tozer — Director
  • Margot Naudie — Director
  • Catherine Flax — Director

Commencement of Trading

As previously announced, the Company has received conditional approval from the Neo Exchange Inc. (“Neo Exchange”) for the listing of Resulting Issuer Base Shares. Base Carbon expects to commence trading on the Neo Exchange on or about March 3, 2022under the symbol “BCBN”. Listing is subject to the Company fulfilling all of the Neo Exchange’s final listing requirements on or before March 1, 2022.

Base Carbon currently has 125,339,304 issued and outstanding Resulting Issuer Base Shares and 8,940,000 options to, subject to vesting terms, purchase 8,940,000 Resulting Issuer Base Shares.

In connection with listing the Resulting Issuer Base Shares on the Neo Exchange, Base Carbon intends to file a listing statement (the “Listing Statement”) which sets out additional information related to Base Carbon’s business, management and governance, and capitalization. Base Carbon intends to file the Listing Statement under Base Carbon’s SEDAR profile (available at www.sedar.com) prior to the commencement of trading on the Neo Exchange.

Additional RTO Transaction Details

The principal steps of the Transaction were as follows:

  1. 1287411B.C. Ltd. effected a continuance from the Province of British Columbia to the Province of Ontario such that its governing corporate legislation became the Business Corporations Act (Ontario);
  2. in association with the foregoing…

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