Base Carbon — Regulatory Filings 2021

Dec 9, 2021

FORM 51-102F3 MATERIAL CHANGE REPORT

Item 1. Name and Address of Corporation

1287411 B.C. Ltd. (“ 411 ” or the “ Corporation ”) #1200 Waterfront Centre 200 Burrard Street Vancouver, British Columbia V6C 3L6

• Item 2.

Date of Material Change

October 25, 2021.

• Item 3. News Release

A news release was disseminated on December 9, 2021, through the System for Electronic Document Analysis and Retrieval (“ SEDAR ”)

• Item 4.

Summary of Material Change

On December 9, 2021, 411 announced that it had 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 411 (the “ Transaction ”). In connection with the Transaction, the parties intend to apply to list the common shares of the Resulting Issuer on the NEO Exchange Inc.

• Item 5. 5.1 Full Description of Material Change

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.

5.2 Disclosure for Restructuring Transactions

Not applicable.

• Item 6. Reliance on Section 7.1(2) of National Instrument 51-102

Not applicable.

• Item 7. Omitted Information

No significant facts have been omitted from this report.

• Item 8.

Executive Officer

James Ward Chief Executive Officer and Director (416) 897-2359

December 9, 2021

Item 9.

Date of Report

Cautionary Statement on Forward-Looking Statements and Information

This material change report contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this material change report. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “potential”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would” , “might “ or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this material change report, forward-looking statements relate, among other things, to: (i) the proposal to complete the Transaction and associated transactions (ii) statements regarding the parties intention to list the common shares of the Resulting Issuer on the NEO Exchange Inc.; (iii) the intention of the Resulting Issuer to carry on Base Carbon’s business; and (iv) approval of regulatory bodies. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; the delay or failure to receive board, shareholder, court or regulatory approvals; the supply and demand for labour and other project inputs; changes in commodity prices; changes in interest and currency exchange rates; risks relating to inaccurate geological and engineering assumptions; risks relating to unanticipated operational difficulties (including failure of equipment or processes to operate in accordance with specifications or expectations, cost escalation, unavailability of materials and equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job action, and unanticipated events related to health, safety and environmental matters); risks relating to adverse weather conditions; political risk and social unrest; changes in general economic conditions or conditions in the financial markets; changes in laws; risks related to the direct and indirect impact of COVID-19 including, but not limited to, its impact on general economic conditions, and the ability to obtain financing as required; and other risk factors as detailed from time to time. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forwardlooking statements and information contained in this material change report. Except as required by law, 411 assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law. The statements in this material change report are made as of the date of this material change report.