/NOT FOR DISTRIBUTION TO UNITED
STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
TORONTO, Nov. 29,
2022 /CNW/ - Baselode Energy Corp. (TSXV: FIND)
(OTCQB: BSENF) ("Baselode" or the "Company") is
announcing that it has terminated its previous agreement with Red
Cloud Securities Inc. and PI Financial Corp. regarding the best
efforts private placement as announced by the Company in a press
release dated October 31, 2022.
Baselode has entered into a new agreement whereby Red Cloud
Securities Inc. and PI Financial Corp. will act as co-lead
underwriters and joint bookrunners on behalf of a syndicate of
underwriters (the "Underwriters"), pursuant to which the
Underwriters have agreed to purchase for resale 3,571,429
flow-through units of the Company to be sold to charitable
purchasers (each, a "Charity FT Unit") at a price of
C$0.84 per Charity FT Unit (the
"Offering Price") for gross proceeds of C$3,000,000 (the "Offering").
Each Charity FT Unit will consist 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 that date which is 24 months after the
closing date of the Offering.
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.
At the closing of the Underwritten Offering, the Company shall
pay to the Underwriters a cash commission equal to 6.0% of the
gross proceeds of the Offering and will issue to the Underwriters
common share purchase warrants of the Company (the "Broker
Warrants"), exercisable for a period of 24 months following the
closing of the Offering, to acquire in aggregate that number of
common shares of the Company which is equal to 6.0% of the number
of Charity FT Units sold under the Offering at an exercise price
equal to C$0.52 per share.
The Company intends to use the proceeds raised from the Offering
for exploration of the Company's projects in the Athabasca Basin. The Offering is scheduled to
close on or around December 19, 2022
and is subject to certain conditions including, but not limited to,
receipt of all necessary approvals including the approval of the
TSX Venture Exchange.
Subject to compliance with applicable regulatory requirements
and in accordance with National Instrument 45-106 – Prospectus
Exemptions ("NI 45-106"), the Charity FT Units will be
offered for sale to purchasers resident in Canada pursuant to the listed issuer financing
exemption under Part 5A of NI 45-106 (the "Listed Issuer
Financing Exemption"). Because the Offering is being 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.
There is an offering document related to the Offering that can
be accessed under the Company's profile at www.sedar.com and on the
Company's website at www.baselode.com. Prospective investors should
read this offering document before making an investment
decision.
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.
Cautionary and Forward-Looking Statements
Certain information set forth in this news release contains
forward-looking statements or information ("forward-looking
statements)", including details about the business of the Company.
All statements in this news release, other than statements of
historical facts, that address events or developments that the
Company expects to occur, are forward-looking statements,
including, but not limited to the successful closing of the
Offering, the anticipated use of proceeds and the availability of
the Listed Issuer Financing Exemption for the Offering. By their
nature, forward-looking statements are subject to numerous risks
and uncertainties, some of which are beyond the Company's control,
including the impact of general economic conditions, industry
conditions, volatility of commodity prices, currency fluctuations,
environmental risks, operational risks, competition from other
industry participants, stock market volatility. Although the
Company believes that the expectations in its forward-looking
statements are reasonable, its forward-looking statements have been
based on factors and assumptions concerning future events which
may prove to be inaccurate. Those factors and assumptions are
based upon currently available information. Such statements are
subject to known and unknown risks, uncertainties and other
factors that could influence actual results or events and cause
actual results or events to differ materially from those stated,
anticipated or implied in the forward-looking statements.
Accordingly, readers are cautioned not to place undue reliance on
the forward-looking statements, as no assurance can be provided as
to future results, levels of activity or achievements. Risks,
uncertainties, material assumptions and other factors that could
affect actual results are discussed in the Company's public
disclosure documents available at www.sedar.com. Furthermore, the
forward-looking statements contained in this document are made as
of the date of this document and, except as required by applicable
law, the Company does not undertake any obligation to publicly
update or to revise any of the included forward-looking
statements, whether as a result of new information, future events
or otherwise. The forward-looking statements contained in this
document are expressly qualified by this cautionary
statement.
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.