BCBN Base Carbon Inc

Base Carbon Inc. (Cboe CA: BCBN) (OTCQX: BCBNF) with operations through its wholly-owned subsidiary, Base Carbon Capital Partners Corp. (“BCCPC”, together, with affiliates, “Base Carbon”, or the “Company”), is pleased to announce its year-end 2023 consolidated financial results and operational highlights. All financial references are denominated in U.S. dollars, unless otherwise noted.

Annual Corporate and Financial Highlights as of December 31, 2023:

• Monetized 1.1 million carbon credits generated from the Vietnam household devices project with aggregate contractual offtake proceeds of approximately US$6.4 million, or C$0.072 per share1 during 2023.
• Rwanda cookstoves project received Verra’s first ever corresponding adjusted or “Article 6 Authorized Label” in December 2023. First Article 6 Authorized Label tagged carbon credits anticipated to be transferred to the Company during Q2 2024.
• Execution of a Letter of Intent for a partnership with STX during December 2023, to establish and launch an innovative fund for institutional investors to participate in offtake supported high quality carbon removal projects.
• In August 2023, executed a project agreement for the India afforestation, reforestation, and revegetation (ARR) project, a high-quality nature-based carbon removal project.
• As of December 31, 2023, the Company had total assets of $141.2 million, including $1.4 million in cash and cash equivalents, and $137.1 million in investments into carbon credit projects.

“2023 was the milestone year in which Base Carbon began to transition its project development portfolio to production. During the year, our Company achieved a number of key objectives including the first issuance, credit sale and ensuing cash flow on our Vietnam project, continued measured capital deployment into high-quality carbon projects managed by experienced developers with the addition of our India project with project partner, VNV, all while continuing our deep focus on underwriting positive asymmetric risk-reward, with margin of safety through diligence and structure, within the developing voluntary carbon markets. In the near-term, during Q2 2024, we continue to anticipate the next credit issuance from our Vietnam project and to receive the first issuance of credits from our Rwanda project tagged as being correspondingly adjusted credits with Verra’s Article 6 Authorized Label,” stated Michael Costa, Chief Executive Officer of Base Carbon.

Vietnam Household Devices Project Update

The Company anticipates issuances of carbon credits generated from the project during Q2 2024 to be sold to the project offtaker pursuant to the fixed price offtake arrangement consistent with the previous sales. BCCPC has deployed 92% of the committed project capital with the remaining commitments, primarily tied to project monitoring and verification activities, anticipated to be fully deployed by year end 2024.

BCCPC expects to fully recover its deployed project capital, as well as receive significant initial returns, during 2024.

Rwanda Cookstoves Project Update

The DelAgua Group was recently issued approximately 815,000 carbon credits with respect to Base Carbon’s 250,000 cookstoves each tagged by Verra with the “Article 6 Authorized Label” or as correspondingly adjusted carbon credits. BCCPC and the DelAgua Group are currently in discussions with respect to the implementation of the letter of authorization with the Government of Rwanda. It is currently anticipated each carbon credit tagged with the “Article 6 Authorized Label” will be equal to approximately 1.14 carbon credits for the purposes of the 7.5 million carbon credits subject to the revenue sharing arrangement between the BCCPC and the DelAgua Group. The Company believes that the correspondingly adjusted carbon credits designation will expand the pool of buyers with potential pricing upside for such carbon credits.

In aggregate, the Company expects to receive approximately 2.1 million carbon credits, or 1.85 million correspondingly adjusted carbon credits, from the Rwanda project during 2024 for sale into the market according to the project agreement and revenue sharing arrangement, pursuant to which BCCPC maintains a contractual preferential share of proceeds from the sale of such credits.

India Afforestation, Reforestation, and Revegetation (ARR) Project Update

The Company, through BCCPC, executed a project agreement with Value Network Ventures Advisory Services Pte Ltd. to fund an expected $13.6 million related to the reforestation of degraded rural farmlands in the northern Indian state of Uttar Pradesh. The project's aim is to facilitate the planting of approximately 6.5 million trees, from which it is expected 1.6 million high-quality nature-based removal carbon credits will be generated over an expected 20-year project life.

As of March 31, 2024, Base Carbon has funded 32% of the committed project capital with 5 million of the planned 6.5 million trees planted to date. The project’s registration with Verra is currently on track for the end of 2024.

2023 Year-end Financial Results

As of December 31, 2023, the Company had total assets of $141.2 million, primarily comprised of $1.4 million in cash and cash equivalents, $137.1 million in investments in carbon credit projects, equity investments in ACX Holdings Ltd. (AirCarbon) and Hardwick Climate Business Limited (HCBL) of $1.4 million and $0.6 million, respectively. The Company had total liabilities of $6.6 million comprised primarily of deferred income tax liabilities.

In 2023, the Company recorded a net profit of $98.3 million, of which $111.1 million was due to gains on investments in carbon credit projects, with $6.4 million and $104.7 million attributable to realized and unrealized gains, respectively. Primary operating expenses in 2023 were attributable to consulting fees ($1.3 million), professional fees ($1.2 million), salaries and wages ($2.1 million), and general and administrative expenses ($0.7 million).

Pursuant to Base Carbon’s normal course issuer bid program (NCIB), which was renewed on June 21, 2023, a total of 4,983,920 shares were purchased and cancelled during the year ended December 31, 2023.

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

Media InquiriesE-mail: media@basecarbon.com

Cautionary Statement Regarding Forward Looking Information

This press release contains “forward-looking information” within the meaning of applicable securities laws relating to the focus of Base Carbon’s business, the expected issuance, and timing, of carbon credits, the application of Article 6 of the Paris Agreement and the “Article 6 Authorized Label” and market reaction thereto, the receipt of proceeds from the disposition of carbon credits, project registration and the continued development of the India afforestation, reforestation, and revegetation project and the future partnership with STX and the launch of an innovative investment vehicle. 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.

In respect of the Rwanda cookstoves project and the Vietnam household devices project, certain factors that influence the commercial success of such projects and successfully meeting the milestones related to such projects, including the timing and number of expected carbon credits, include among other things: (i) the Company has retained industry leading experts/consultants/advisors to assist with the evaluation, planning, negotiation and execution of such projects, (ii) the work product, including monitoring reports, of each project’s validation and verification Body (“VVB”), (iii) project costs and carbon credit market prices, (iv) the verification of ongoing project monitoring reports and issuance of carbon credits by Verra, (v) changes to laws and regulation in applicable jurisdictions, and (vi) the Company has sufficient funds on hand to make carbon credit purchase price payments. In respect of the Rwanda cookstoves project and the Vietnam household devices project, certain assumptions that influence the commercial success of such projects, including the timing and number of expected carbon credits, include among other things: (i) distributed cookstoves and water purifiers perform to specification when used and participating households use the devices as contemplated by project estimates, (ii) the Company’s in-country project partners, being the DelAgua Group in the case of the Rwanda cookstoves project and SIPCO and the project offtaker in the case of the Vietnam household devices project, perform their obligations in connection with the development and operation of the projects, (iii) with respect to the Rwanda cookstoves project, the anticipated outcome of the discussions with respect to the implementation of the letter of authorization with the Government of Rwanda (iv) with respect to the Vietnam household devices project, the acceptance of the verification by Verra of the performance of the project set out in the VVB reports occurs during the first half of 2024, and (v) continued participant involvement and public support of the voluntary carbon market.

In respect of the India afforestation, reforestation, and revegetation project, certain factors that influence the commercial success of the project include, among other things: (i) the Company’s expertise with respect to the evaluation, planning and negotiation of the project, (ii) the conduct of the Project counterparties, including cooperation with local small-land owners, (iii) project costs and carbon credit market prices, (iv) ongoing project monitoring and issuance of carbon credits by Verra, (v) changes to laws and regulation in the Republic of India, and (vi) extreme weather event and natural disasters.

In respect of the India afforestation, reforestation, and revegetation project, certain assumptions that influence the commercial success of the project include, among other things: (i) the development the project remains in line with anticipated timelines and costs, (ii) project counterparties, including project partner Value Network Ventures Advisory Services Pte Ltd., its subcontractors and local small-land owners, perform their contractual and/or standard operating procedures, (iii) the successful planting and survival of trees, (iv) the growth rates of trees are consistent with the expectations under the project which is then reflected by monitor reports accepted by Verra, (v) the Company has sufficient funds on hand to make carbon credit purchase price payments, and (vi) continued participant involvement and public support of the voluntary carbon market.

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.

______________________

1 Based on 117,918,182 issued and outstanding common shares as of December 31, 2023, and Bank of Canada US/CA exchange rate of 1.3226 on December 29, 2023.