/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.