Base Carbon Announces Renewal of Normal Course Issuer Bid

Rhea-AI Summary

Base Carbon announced the renewal of its normal course issuer bid (NCIB) approved by Cboe Canada. From June 21, 2024, to June 20, 2025, Base Carbon may repurchase up to 7,571,314 common shares, equivalent to approximately 6.5% of its outstanding shares and 10% of its public float. This renewal follows the completion of the current NCIB on June 20, 2024, during which 4,702,702 shares were repurchased. The daily maximum purchase is set at 49,709 shares, 25% of the average daily trading volume over the last six months. Block trades are permitted once per week. All repurchased shares will be canceled. The company also entered an automatic share purchase plan (ASPP) to ensure repurchases during blackout periods. The Board believes these actions align with shareholder interests and reflect the company's value and growth potential.

Positive

• Renewal of NCIB allows repurchase of 7,571,314 common shares.
• Repurchased shares will be canceled, reducing share count.
• Repurchases represent 6.5% of outstanding common shares and 10% of the public float.
• ASPP facilitates repurchases during blackout periods, ensuring continuous buyback activity.
• Board believes market price may undervalue the company, and repurchases are in shareholders' best interest.

Negative

• None.

TORONTO, June 19, 2024 (GLOBE NEWSWIRE) -- Base Carbon Inc. (Cboe CA: BCBN) (OTCQX: BCBNF) with operations through its wholly-owned subsidiary, Base Carbon Capital Partners Corp. (together, with affiliates, “Base Carbon”, or the “Company”), announced today that Cboe Canada has approved the Company’s renewed normal course issuer bid (“NCIB”) to purchase, for cancellation, up to 7,571,314 of Base Carbon’s common shares (“Common Shares”).

The Company’s current normal course issuer bid will end on June 20, 2024, and pursuant to the renewed NCIB, Base Carbon may purchase over a period of 12 months starting June 21, 2024, and ending June 20, 2025, up to 7,571,314 Common Shares representing approximately 6.5% of the 115,995,334 issued and outstanding Common Shares and 10% of the Company’s public float as of June 17, 2024. On any given day during the NCIB, Base Carbon may purchase up to 49,709 Common Shares which is equivalent to 25% of the average daily trading volume of 198,834 for the previous six months, which excludes purchases made under the current normal course issuer bid. Block trades for a greater number of Common Shares may be made once per calendar week.

Purchases under the NCIB may commence as of June 21, 2024 and will end on the earlier of: (i) June 20, 2025; or (ii) the date on which Base Carbon has purchased the maximum number of Common Shares which may be acquired under the NCIB. The purchases made will be done in accordance with the rules of Cboe Canada, through the facilities of Cboe Canada or through alternative trading systems. The actual number of Common Shares which will be purchased, and the timing and price of such purchases will be determined by the Company in accordance with Cboe Canada’s Listing Manual and guidelines. Common Shares purchased under the NCIB will be returned to treasury for cancellation. As of June 17, 2024, the Company had purchased 4,702,702 Common Shares under its existing NCIB.

The Board of Directors of the Company believes that the market price of the Common Shares may from time to time not reflect the underlying value of Base Carbon, including its growth opportunities, and that the proposed purchasing of its Common Shares through the NCIB is in the best interests of the Company and represents an appropriate use of corporate funds.

The Company has also entered into an automatic share purchase plan ("ASPP") with a broker in order to facilitate repurchases of Common Shares pursuant to the NCIB. During the effective period of Base Carbon's ASPP, Base Carbon's broker may purchase Common Shares at times when the Company would not be active in the market due to insider trading rules and its own internal trading blackout periods. Purchases will be made by the Company's broker based upon parameters set by the Company when it is not in possession of any material non-public information about itself and its securities, and in accordance with the terms of the ASPP. Outside of the effective period of the ASPP, Common Shares may continue to be purchased pursuant to Base Carbon's discretion, subject to applicable law. The ASPP has been entered into in accordance with the requirements of applicable Canadian securities laws.

About Base Carbon

Base Carbon is a financier of projects involved primarily in the global voluntary carbon markets. We endeavor to be the preferred carbon project partner in providing capital and management resources to carbon removal and abatement projects globally and, where appropriate, will utilize technologies within the evolving environmental industries 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

Wes Fulford, President, 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 purchase of Common Shares under the NCIB and the focus of Base Carbon’s business. 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, the purchase of Common Shares under the NCIB and Base Carbon’s strategic plans 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 management discussion and analysis for the Company’s fiscal year ended December 31, 2023 and the most recent Annual Information Form on file with the Canadian provincial securities regulatory authorities (and available on www.sedarplus.ca) 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.

FAQ

What is the significance of Base Carbon's NCIB renewal announced on June 19, 2024?

The NCIB renewal allows Base Carbon to repurchase up to 7,571,314 common shares from June 21, 2024, to June 20, 2025, which is about 6.5% of its total outstanding shares.

How many shares can Base Carbon purchase daily under the renewed NCIB?

Base Carbon can purchase up to 49,709 common shares daily, equivalent to 25% of the average daily trading volume over the past six months.

What is the duration of Base Carbon's renewed NCIB?

The renewed NCIB is effective from June 21, 2024, to June 20, 2025, or until the maximum number of shares is repurchased.

How does the ASPP affect Base Carbon's share repurchase plan?

The ASPP allows Base Carbon's broker to repurchase shares during blackout periods, ensuring continuous buyback activity within set parameters.

What percentage of Base Carbon's public float does the renewed NCIB represent?

The renewed NCIB represents approximately 10% of Base Carbon's public float.