/NOT FOR DISTRIBUTION TO UNITED
STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
TORONTO, Dec. 19,
2022 /CNW Telbec/ - Baselode Energy Corp. (TSXV:
FIND) (OTCQB: BSENF) ("Baselode" or the
"Company") is pleased to announce the closing of its
previously announced "bought deal" private placement (the
"Offering") for gross proceeds of C$3.0 million from the sale of 3,571,429
flow-through units of the Company that were sold to charitable
purchasers (each, a "Charity FT Unit") at a price of
C$0.84 per Charity FT Unit. The
Charity FT Units were sold through a syndicate of underwriters led
by Red Cloud Securities Inc. and PI Financial Corp. and included
Research Capital Corporation (collectively, the
"Underwriters").
Each Charity FT Unit consists of one common share of the Company
to be issued as a "flow-through share" within the meaning of the
Income Tax Act (Canada) (each, a
"FT Share") and one half of one common share purchase
warrant (each whole warrant, a "Warrant"). Each Warrant
shall entitle the holder to purchase one common share of the
Company (each, a "Warrant Share") at a price of C$0.80 at any time on or before December 19, 2024.
The Company intends to use the proceeds raised from the Offering
for exploration of the Company's projects in the Athabasca Basin. Proceeds from the sale of FT
Shares will be used to incur "Canadian exploration expenses" as
defined in subsection 66.1(6) of the Income Tax Act and "flow
through mining expenditures" as defined in subsection 127(9) of the
Income Tax Act. Such proceeds will be renounced to the subscribers
with an effective date not later than December 31, 2022, in the aggregate amount of not
less than the total amount of gross proceeds raised from the issue
of FT Shares.
As consideration for their services, the Underwriters received
total cash commission of C$180,000
and received 214,285 broker warrants, with each broker warrant
entitling the holder to purchase one common share of the Company at
a price of C$0.52 at any time on or
before December 19, 2024.
The Charity FT Units were sold to purchasers resident in
Canada pursuant to the listed
issuer financing exemption under Part 5A of National Instrument
45-106 – Prospectus Exemptions (the "Listed Issuer
Financing Exemption"). Since the Offering was completed
pursuant to the Listed Issuer Financing Exemption, the securities
issued in the Offering will not be subject to a hold period
pursuant to applicable Canadian securities laws.
The securities described herein have not been, and will not be,
registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act") or any U.S. state
securities laws, and may not be offered or sold in the United States or to, or for the account or
benefit of, United States persons
absent registration or an applicable exemption from the
registration requirements of the U.S. Securities Act and applicable
U.S. state securities laws. This press release does not constitute
an offer to sell or the solicitation of an offer to buy securities
in the United States, nor in any
other jurisdiction.
About Baselode Energy Corp.
Baselode controls 100% of approximately 227,000 hectares for
exploration in the Athabasca Basin
area, northern Saskatchewan,
Canada. The land package is free of any option agreements or
underlying royalties.
Baselode's Athabasca 2.0
exploration thesis focuses on discovering near-surface,
basement-hosted, high-grade uranium orebodies outside the
Athabasca Basin. The exploration
thesis is further complemented by the Company's preferred use of
innovative and well-understood geophysical methods to map deep
structural controls to identify shallow targets for diamond
drilling.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the TSX Venture Exchange
policies) accepts responsibility for the adequacy or accuracy of
this release.
Certain information in this press release may contain
forward-looking statements. This information is based on current
expectations that are subject to significant risks and
uncertainties that are difficult to predict. Actual results might
differ materially from results suggested in any forward-looking
statements. Baselode Energy Corp. assumes no obligation to
update the forward-looking statements, or to update the reasons why
actual results could differ from those reflected in the forward
looking-statements unless and until required by securities laws
applicable to Baselode Energy Corp. Additional information
identifying risks and uncertainties is contained in the Company's
filings with Canadian securities regulators, which filings are
available under Baselode Energy Corp. profile at www.sedar.com.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in
the United States. The securities
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act") or
any state securities laws and may not be offered or sold within
the United States or to, or for
the account or benefit of, U.S. Persons unless registered under the
U.S. Securities Act and applicable state securities laws, unless an
exemption from such registration is available.
SOURCE Baselode Energy Corp.
