Mr. Michael Costa reports

BASE CARBON ANNOUNCES CLOSING OF HCBL PARTNERSHIP RESTRUCTURING

Base Carbon Inc. has confirmed 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 Ltd. (HCBL). All financial references are denominated in United States 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 $2,996,000 (U.S.). The purchase price comprised (i) a cash payment of $1.6-million (U.S.), and (ii) the delivery of a promissory note to HCBL in the amount of $1,396,000 (U.S.). 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 postclosing ancillary steps to the HCBL restructuring transaction, Base Carbon is expected to retain a 15-per-cent equity interest in HCBL. Philip Hardwick has resigned as chief operating officer of Base Carbon and reverted to his role as chief executive officer 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 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 per cent 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 predetermined 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 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, Mr. 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 $1.00 (Canadian) per common share. One-third 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 SEDAR.

About Base Carbon Inc.

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.

We seek Safe Harbor.