Base Carbon Announces Intention to Restructure HCBL Partnership

Rhea-AI Summary

Base Carbon (NEO: BCBN, OTCQX: BCBNF) announced the termination of its proposed acquisition of Hardwick Climate Business Limited (HCBL) as of March 1, 2023. Despite this change, both companies will continue to collaborate on existing projects and explore new opportunities together. They are currently negotiating a master services agreement to define their future working relationship. Base Carbon holds a 49.9% stake in HCBL, acquired through a phased agreement in November 2021. The partnership has shown promise, with both parties committed to advancing various carbon reduction projects.

Positive

• Continued collaboration with HCBL on existing and prospective carbon projects.
• Base Carbon holds a 49.9% stake in HCBL, allowing influence over project developments.

Negative

• Termination of the proposed acquisition may raise concerns regarding strategic growth and market positioning.

TORONTO, March 01, 2023 (GLOBE NEWSWIRE) -- 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, provides a corporate update regarding its continuing relationship with Hardwick Climate Business Limited (“HCBL”).

Highlights:

• Base Carbon and HCBL have mutually agreed to not complete the proposed acquisition of HCBL by Base Carbon
• The parties intend to continue collaborating on the development of the current projects in addition to prospective projects within the pipeline
• The parties are currently negotiating a master services agreement regarding the terms of the forward operating relationship
  

Base Carbon currently owns 49.9% of HCBL, a specialized carbon consultancy, which it acquired pursuant to a phased acquisition plan as set out in the terms of an investment agreement (the “Investment Agreement”) between, among others, HCBL and Base Carbon (together, the “Parties”) dated November 4, 2021, as amended on November 11, 2021. HCBL’s team of carbon, environmental and energy market professionals, together with Base Carbon, have been engaged in sourcing and developing large-scale carbon reduction and removal projects. The terms of the Investment Agreement between the Parties provided for an outside date of March 1, 2023, to complete the 100% acquisition of HCBL by Base Carbon. Base Carbon’s relationship with HCBL is further described in the Company’s listing statement and in the Investment Agreement each available on www.sedar.com.

The Parties acknowledge and appreciate the strategic value of an ongoing collaboration and intend to continue to work in partnership regarding the development of existing projects, advancing current pipeline opportunities and continued project sourcing and due diligence. As such, the Parties have been working diligently over the past months to establish a new commercial agreement which will outline a continued collaboration on a forward basis.

“Since consummation in late 2021, our partnership with HCBL has successfully led to the execution of our current project portfolio as well as the development of a curated pipeline of carbon reduction and removal projects. Base and HCBL remain focused on advancing several prospective opportunities together under a new operating arrangement. We look forward to continuing our partnership with Phil and the team at HCBL as Base continues to execute on our objectives and business plan,” stated Michael Costa, Chief Executive Officer of Base Carbon.

“The past sixteen months have been productive, and we are excited to continue supporting Base’s current projects as well as continuing as partners in the expansion of Base Carbon’s project portfolio. Collectively, we have been working fervently to build Base Carbon’s position as a trusted project partner within the global carbon markets and we look forward to future growth at Base,” stated Phil Hardwick, Chief Operating Officer of Base Carbon and Chief Executive Officer of HCBL.

Base Carbon continues to maintain protections, rights and optionality outlined in the Investment Agreement and shareholders agreements with respect to HCBL and Base Carbon Capital Partners Corp.

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 Relations
Tel: +1 647 952 3979
E-mail: investorrelations@basecarbon.com

Media Inquiries
E-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 the intention to restructure its relationship and investments with HCBL. 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. 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.

Despite the intention, the ability to successfully restructure the relationship and investments with HCBL are subject to negotiation of definitive documentation and readers are cautioned that there can be no assurance that the Company will be able to enter into definitive agreements for, or otherwise proceed with or realize upon, such potential restructuring on a timely basis or at all.

The forward-looking information provided herein is subject to a variety of risks 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 information, including those found in the Company’s management discussion and analysis for the three and nine month periods ended September 30, 2022 filed on the Company’s profile on SEDAR at www.sedar.com and discussed in the Company’s other public filings available on SEDAR. Readers are cautioned that such identified factors are not exhaustive.

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.

FAQ

What is the latest update on Base Carbon Inc. and HCBL?

Base Carbon has decided not to complete the proposed acquisition of HCBL but will continue collaborating on projects.

What percentage of HCBL does Base Carbon currently own?

Base Carbon owns 49.9% of HCBL.

What are the implications of Base Carbon terminating the acquisition of HCBL?

The termination may affect strategic growth and market positioning for Base Carbon.

Is Base Carbon planning to restructure its relationship with HCBL?

Yes, Base Carbon and HCBL are negotiating a master services agreement for future collaboration.

What date did Base Carbon announce the end of the acquisition of HCBL?

The announcement was made on March 1, 2023.