1287411 B.C. Ltd. Announces Reverse Takeover Transaction

Toronto, Ontario--(Newsfile Corp. - December 9, 2021) - 1287411 B.C. Ltd. ("411" or the "Company") announces that it has entered into a binding agreement with Base Carbon Corp. ("Base Carbon") to complete a business combination by way of a transaction that will constitute a reverse takeover of Base Carbon by the Corporation (the "Transaction"). The shareholders of Base Carbon will become shareholders of the resulting issuer that will exist upon completion of the Transaction (the "Resulting Issuer"). In connection with the Transaction, the parties intend to apply to list the common shares of the Resulting Issuer on the NEO Exchange Inc. (the "NEO Exchange"). The Resulting Issuer will carry on Base Carbon's business of sourcing, financing and developing carbon off-set projects and trading carbon credits.

About 411

411 was incorporated under the Business Corporations Act (British Columbia). 411 has no material assets and does not conduct any operations or active business, other than the identification and evaluation of acquisition opportunities to permit 411 to acquire a business or assets in order to conduct commercial operations. 411 is a reporting issuer under the securities laws of the jurisdictions of Alberta and British Columbia.

About Base Carbon

Base (for the Benefit of Air, Sea, Earth) Carbon is a globally diversified asset development firm in the business of sourcing, financing and developing carbon off-set projects and trading carbon credits. Base Carbon's mandate is to be the preferred carbon project partner for developing, financing, streaming, technology and access to markets.

Completion of the Transaction is subject to a number of conditions, including but not limited to, NEO Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

The NEO Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this news release.

Cautionary Statements Regarding Forward Looking Information

This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the proposal to complete the Transaction and associated transactions, including the listing of the Resulting Issuer's shares on the NEO Exchange. Any such forward-looking statements may be identified by words such as "expects", "anticipates", "believes", "projects", "plans" and similar expressions. Readers are cautioned not to place undue reliance on forward-looking statements. Statements about, among other things, the expected terms of the Transaction, shareholder approval, Base Carbon's strategic plans, the proposed listing of the Resulting Issuer's share on the NEO Exchange and the parties' ability to satisfy closing conditions and receive necessary approvals are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that the Transaction will occur or that, if the Transaction does occur, it will be completed on the terms described above. 411 assume no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by applicable law.

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

For more information, please contact:

James Ward, Chief Executive Officer
Phone: 416-897-2359
Email: james@wardfinancial.ca

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/107246