Business

Base Carbon Announces End of Reverse Acquisition Transaction for Canadian Business Journal

Toronto, February 25, 2022 (GLOBE NEWSWIRE) — Base Carbon Corp. ( “society”) Is a previously announced reverse acquisition (in addition to the news release dated November 5, 2021). “RTO transaction”) 1287411 BC Ltd., the resulting publisher, named Base Carbon Inc. (“”Base carbon“). In accordance with the RTO transaction, all of our outstanding common stock has been exchanged for base carbon common stock.The resulting issuer-based shareOn a one-to-one basis, previous shareholders of 1287411 BC Ltd. held a total of 760,004 issuer-based shares.

New board and management

Following the RTO transaction, the Base Carbon leadership team 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 Flux — Director

Start trading

As previously announced, we have received conditional approval from Neo Exchange Co., Ltd.“Neo Exchange”) About the resulting list of issuer-based shares. Base Carbon will begin trading under the symbol on NeoExchange around March 3, 2022. “BCBN”.. Listings are eligible for companies that meet all of NeoExchange’s final listing requirements before March 1, 2022.

Base Carbon currently has 125,339,304 issued issued issuer-based shares and 8,940,000 options for purchasing 8,940,000 resulting issuer-based shares subject to vesting conditions.

Base Carbon will file a listing statement in connection with the listing of the resulting issuer-based shares on NeoExchange ( “List statement”It provides additional information related to Base Carbon’s business, management and governance, and capitalization. Base Carbon will submit a listing statement based on Base Carbon’s SEDAR profile (available at www.sedar.com) before opening a transaction on Neo Exchange.

Details of additional RTO transactions

The main steps of a transaction are:

  1. 1287411 BC Ltd. implemented a continuation from British Columbia to Ontario, the governing company law of which Business corporation law (Ontario);
  2. In connection with the continuation of the above, 1287411 BC Ltd. :
    1. Changed the name to “Base Carbon Inc.”.
    2. Approved preferred stock that can be issued consecutively in accordance with the continuation clause.When
    3. The board of directors has been reorganized with the above directors.
  3. The existing officer has resigned and has been replaced by the above officer.
  4. 1287411 BC Ltd. consolidated the issued common stock on the basis of one issued and issued common stock for every 5.394736842 shares of common stock before consolidation.When
  5. Under the Misumi Merger Agreement, the Company and Base Carbon’s wholly owned subsidiary, 1000095223 Ontario Inc., merged and retained the name of Base Carbon Corp and (i) exchanged common shares of the Company’s capital. One-to-one issuer-based stock that results. (Ii) The option to acquire the Company’s common stock is now exerciseable against the resulting issuer-based shares under the same conditions and economically equivalent criteria.

After an RTO transaction, the authorized capital of base carbon consists of an unlimited number of common stock (the resulting base stock of the issuer) and an unlimited number of preferred stock. There are 125,339,304 issued and issued result issuer-based shares, no issued or issued preferred stock, and 8,940,000 issued options to purchase 8,940,000 result issuer-based shares subject to vesting conditions. I have.

auditor

In connection with the completion of the RTO transaction, KPMG LLP, headquartered in Toronto, Ontario, has replaced Baker Tilly WML LP as an auditor for Base Carbon.

Disclosure of early warning

Abaxx Technologies Inc. (“Abaxx”) Submit an early warning report according to National Instrument 62-104 – Takeover bids and issuer bids and state agencies 62-103 – Early Warning System and related takeover bids and insider reporting issues Related to the acquisition of 24,431,457 issuer-based shares resulting from the completion of the RTO transaction ( “close”).

Immediately prior to closing, Abaxx did not directly or indirectly hold a stake in 1287411 BC Ltd. As part of the RTO transaction, Abaxx exchanged the resulting issuer-based shares for 24,431,457 shares of the Company’s common stock shortly after closing. Abaxx directly holds a total of 24,431,457 result issuer-based shares (equivalent to approximately 19.49% of the result issuer-based shares issued on a stock basis). The shares held by Abaxx are for investment purposes and are subject to an escrow time-based release schedule, as described more specifically in the listing statement. On February 17, 2022, Abaxx will distribute 5,091,864 issued shares on March 3, 2022 to the shareholders of Abaxx registered at the end of business on March 1, 2022 as a return of capital. Announced. For more information, see the Abaxx press release dated February 17, 2022.

In accordance with applicable securities law, Abaxx may and / or otherwise obtain and dispose of additional shares and / or other shares, debts, other securities or base carbon securities at any time on the open market or otherwise. I reserve the right. To make similar transactions as a whole with respect to any or all of such securities in the open market or at any other time, and with respect to such securities, depending on market conditions, business and base carbon and other outlook. Related factors subject to applicable escrow restrictions. A copy of the Early Warning Report is available by Abaxx under the Base Carbon profile at SEDAR on www.sedar.com or by emailing ir @ abaxx.tech.

About base carbon

Base Carbon operates to provide capital, development expertise, and management and operational resources for projects primarily involving the voluntary carbon market and the broader ESG economy. Base Carbon aims to be a preferred carbon project partner in providing capital and development resources to global carbon projects, increasing efficiency, commercial credibility and transaction transparency as needed. To that end, we strive to leverage the technologies within the evolving carbon industry.

For more information, please visit basecarbon.com.

Investor spokesperson:
Megnanea
Manager, Investor Relations
Tel: +1 647 264 5305
Email: investmentorrelations@basecarbon.com

Except for the information provided under the Early Warning Disclosure heading, Chief Financial Officer Wes Fulford and Chief Legal Officer Ryan Hornby are responsible for this press release.

Neo Exchange has never inherited the benefits of listing our company, Base Carbon, or stock, and has not endorsed or disapproved the content of this news release.

Precautions regarding future prospects

This news release contains “Future Prospects” in the sense of applicable securities law relating to the listing and trading of shares on Neo Exchange, the focus of Base Carbon’s business, and the intent of those subject to early warning disclosure requirements. Information about “is included. Such forward-looking statements can be identified by expressions such as “expect”, “expect”, “intention”, “think”, “believe”, “project”, and “plan”. Readers should be careful not to place excessive reliance on forward-looking statements. In particular, statements regarding expected listings and transactions on the Neo Exchange, Base Carbon’s strategic plans, and the intent of those subject to early warning disclosure requirements are all forward-looking information. These statements should not be read as a guarantee of future performance or results. Such statements include known and unknown risks, uncertainties, and other sources that may cause actual results, performance, or outcomes to differ materially from those implied by such statements. Factors are included. Such statements are based on management’s reasonable assumptions, but Neo Exchange may provide final approval for the listing and trading of issuer-based shares resulting from Neo Exchange, or such listing and trading. If a transaction occurs, we cannot guarantee it. , Complete with the above conditions and timing. Base Carbon is not responsible for updating or revising forward-looking information to reflect new events, circumstances, or actual results, except as required by applicable law. When available, readers are encouraged to refer to the list statement for information on risks and other factors that may affect Base Carbon’s business goals and strategic plans.


CBJ News Maker

Base Carbon Announces End of Reverse Acquisition Transaction for Canadian Business Journal

Source link Base Carbon Announces End of Reverse Acquisition Transaction for Canadian Business Journal

Related Articles

Back to top button