Base Carbon : Annual Information Form for the Financial Year Ended December 31, 2023

ANNUAL INFORMATION FORM

For the Financial Year Ended

December 31, 2023

BASE CARBON INC.

As of April 2, 2024

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GENERAL MATTERS

Unless otherwise stated, the information contained in this Annual Information Form ("AIF") of Base Carbon Inc. (the "Company") applies to business activities and operations of the Company for the financial year ended December 31, 2023, as updated to April 2, 2024. Unless the context otherwise requires, all references in this AIF to the "Company", "we", "us" and "our" refer to Base Carbon Inc. and its subsidiaries.

CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION

In this AIF, unless otherwise specified or the context otherwise requires, all dollar amounts are expressed in Canadian dollars. All references to "dollars", "$" or "C$" are to Canadian dollars and all references to "US$" are to United States (US) dollars. The Bank of Canada's daily average exchange rate for April 1, 2024, the day immediately prior to the date of this AIF, was US$1.00=$0.7367 or $1.00=US$1.3574.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This AIF contains "forward-looking statements" and "forward-looking information" (collectively, "forward-lookingstatements") within the meaning of applicable Canadian securities legislation concerning the Company's operations, related markets and other matters. Except for statements of historical fact, statements contained herein constitute forward-looking statements. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events, results, achievements, prospects, opportunities or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates", "believes", "proposed", "intends" or "does not intend", or stating that certain actions, events or results "may", "could", "would", "might" or "will" be, or not be, taken, occur or be or not be achieved) are not statements of fact and may be forward- looking statements. Such statements may include, but are not limited to, information regarding our business, financial position, results of operations, operating cash flows, growth plans, strategies, opportunities, operations, plans and objectives and may relate to analyses and other information that are based on forecasts of future market opportunities, results, and estimates of amounts not yet determinable and assumptions of management.

In particular, and without limiting the generality of the foregoing, this AIF contains forward-looking statements concerning:

• the Company's business plans and strategies;
• expectations regarding carbon market trends, overall carbon market growth rates and prices for carbon credits;
• expectations for the Company's current carbon removal and carbon reduction projects, including as to the timing for carbon credit issuances for such projects, the number of carbon credits expected to be generated by such projects;
• expectations with respect to future pipeline opportunities, including the steps involved to realize on such opportunities and the timeline in which such opportunities may be realized;
• future development activities, including acquiring interests in carbon reduction projects and carbon credits and the development of software and technological applications to carbon credit projects and carbon credits;
• implementation of the Paris Agreement and the issuance of correspondingly adjusted carbon credits pursuant to government regulation and existing project agreements;

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• performance of obligations of industry participants, such as Carbon Credit Registries and VVBs, and project counterparties;
• planting of trees.
• the Company's expectations regarding expenses and anticipated cash needs;
• the timing and amount of funding required to execute the Company's business plans;
• the Company's expected capital expenditures;
• anticipated growth of the operations of the Company;
• the effect on the Company of any changes to existing or new legislation or policy or government regulation;

In respect of the Rwanda Cookstoves Project and the Vietnam Household Devices project, certain factors that influence the commercial success of such projects and successfully meeting the milestones related to such projects, including the timing and number of expected carbon credits to be issued, include among other things: (i) the Company has retained industry leading experts/consultants/advisors to assist with the evaluation, planning, negotiation and execution of such projects, (ii) the work product, including monitoring reports, of each project's validation and verification Body, (iii) project costs and carbon credit market prices, (iv) the verification of ongoing project monitoring reports and issuance of carbon credits by Verra, (v) changes to laws and regulation in applicable jurisdictions, and (vi) the Company has sufficient funds on hand to make carbon credit purchase price payments.

In respect of the Rwanda Cookstoves Project and the Vietnam Household Devices Project, certain assumptions that influence the commercial success of such projects, including the timing and number of expected carbon credits to be issued, include among other things: (i) distributed cookstoves and water purifiers perform to specification when used and participating households use the devices as contemplated by project estimates, (ii) the Company's in-country project partners, being the DelAgua Group in the case of the Rwanda Cookstoves Project and SIPCO and the project offtaker in the case of the Vietnam Household Devices Project, perform their obligations in connection with the development and operation of the projects, (iii) with respect to the Rwanda cookstoves project, the anticipated outcome of the discussions with respect to the implementation of the letter of authorization with the Government of Rwanda, (iv) with respect to the Vietnam household devices project, the acceptance of the verification by Verra of the performance of the project set out in the VVB reports occurs during the first half of 2024, (v) there is no change in the project methodologies used by the applicable Carbon Credit Registry or otherwise adopted by project proponents which results in less carbon credits being issuable, and (vi) continued participant involvement and public support of the voluntary carbon market.

In respect of the India ARR Project, certain factors that influence the commercial success of the project include, among other things: (i) the Company's expertise with respect to the evaluation, planning and negotiation of the project, (ii) the conduct of the Project counterparties, including cooperation with local small-land owners, (iii) project costs and carbon credit market prices, (iv) ongoing project monitoring and issuance of carbon credits by Verra, (v) changes to laws and regulation in the Republic of India, (vi) extreme weather event and natural disasters.

In respect of the India ARR Project, certain assumptions that influence the commercial success of the project include, among other things: (i) the development the project remains in line with anticipated timelines and costs, (ii) project counterparties, including project partner Value Network Ventures Advisory Services Pte Ltd., its subcontractors and local small-land owners, perform their contractual and/or standard operating procedures, (iii) the successful planting and survival of trees, (iv) project registration by Verra occurs by end of 2024, (v) the growth rates of trees are consistent with the expectations under

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the project which is then reflected by monitor reports accepted by Verra, (vi) the Company has sufficient funds on hand to make carbon credit purchase price payments, (vii) over the life of such projects, there is no change in the methodologies used by Verra, as the Carbon Credit Registry for the project, or otherwise adopted to measure the GHG reductions from such projects which results in less carbon credits being issuable from the operation of such projects, and (viii) continued participant involvement and public support of the voluntary carbon market.

With respect to such and other forward-looking statements contained in this AIF, additional assumptions have been made regarding, among other things:

• the regulatory framework governing carbon credits and related matters in the jurisdictions in which the Company's carbon removal and carbon reduction projects are located or the Company otherwise carries on business;
• the market framework of the voluntary carbon markets, including but not limited to Carbon Credit Registries, verification and validation bodies and methodologies.
• future trends in the pricing, supply and demand of carbon credits;
• the accuracy and veracity of information and projections sourced from third parties respecting, among other things, demand for carbon credits, growth in carbon markets and anticipated carbon pricing;
• future global economic and financial conditions;
• future expenses and capital expenditures to be made by the Company; and
• future sources of funding for the Company's business.

The forward-looking statements made herein are subject to a variety of risks and uncertainties, many of which are beyond the Company's control, which could cause actual events or results to differ materially and adversely from those reflected in the forward-looking statements. Some of these risks and other factors are described or referred to in this AIF under the heading "Risk Factors" and in the management's discussion and analysis of the Company for the financial year ended December 31, 2023, a copy of which is available under the Company's profile on SEDAR+ at www.sedarplus.ca.Investors and all readers also cautioned that such risks and other factors are not exhaustive.

Readers are also cautioned that the assumptions used in the preparation of such information, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. Should one or more of the risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially and adversely from those described in the forward-looking statements. The Company's actual results, programs and financial position could differ materially from those expressed in or implied by these forward-looking statements, and accordingly, no assurance can be given that the events anticipated by the forward-looking statements will transpire or occur, or that, if any of them do so, what benefits the Company will derive therefrom. The forward-looking statements contained in this AIF are made as of the date of this AIF unless otherwise stated and are expressly qualified by this cautionary statement. The Company does not undertake any obligation to publicly update or revise any forward-looking statements except as expressly required by applicable securities laws.

MARKET AND INDUSTRY DATA

This AIF, including under the heading "Industry Overview", includes market and industry information and data relevant to the business of the Company that has been obtained from third party sources, including industry publications. The Company believes that the industry information and data is accurate and that

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its estimates and assumptions are reasonable, but there is no assurance as to the accuracy or completeness of this information and data. Third party sources generally state that the information contained therein has been obtained from sources believed to be reliable, but there is no assurance as to the accuracy or completeness of included information. Although the data is believed to be reliable, The Company has not independently verified any of the data from third party sources referred to in this AIF or ascertained the underlying economic assumptions relied upon by such sources.

DEFINITIONS

The following is a glossary of certain terms used in this AIF. Words below importing the singular, where the context requires, include the plural and vice versa, and words importing any gender include all genders.

"625 BC Ltd" has the meaning ascribed thereto under the heading "General Development of the Business

- History";

"Abaxx" means Abaxx Technologies Inc., a company incorporated pursuant to the laws of the Province of Alberta;

"Affiliate" has the meaning set forth in the Securities Act;

"AIF" means this Annual Information Form;

"AirCarbon" has the meaning ascribed thereto under the heading "General Development of the Business

- Business Development, Carbon Removal and Carbon Reduction Projects - AirCarbon Share Purchase";

"Article 6 Authorized Label" means the label applied by Verra to carbon credits to indicate they have been authorized for specific uses by host countries under Article 6 of the Paris Agreement;

"Audit Committee" has the audit subcommittee of the Board as defined in in NI 52-110;

"Base Corp" means Base Carbon Corp., a corporation existing under the laws of the Province of Ontario;

"Base Corp Shares" means the common shares in the capital of Base Corp;

"BCBCA" means the Business Corporations Act (British Columbia), as amended, including the regulations promulgated thereunder;

"BCCPC" means Base Carbon Capital Partners Corp., a corporation formed under the laws of Barbados;

"Board" means the board of directors of the Company;

"carbon credit" means a transferable instrument that represent the reduction or removal from the atmosphere of one metric tonne of CO2e which is verified by independent certification bodies such as a Carbon Credit Registry;

"Carbon Credit Registry" has the meaning ascribed thereto under the heading "Industry Overview - Overview of Carbon Credit Markets";

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"carbon reduction project" or "carbon removal project" means a registered project that generates carbon credits or a project that is anticipated to be registered and generate carbon credits;

"Cease Trade Order" has the meaning ascribed thereto under the heading "Directors and Executive Officers - Cease Trade Orders, Bankruptcies, Penalties or Sanctions";

"CFPOA" means the Corruption of Foreign Public Officials Act (Canada);

"Co-Benefits" means any positive impacts, other than direct GHG emissions mitigation, resulting from carbon removal or carbon reduction projects;

"CO2" means carbon dioxide;

"CO2e" means carbon dioxide equivalent, the base reference for the determination of the global warming potential of GHGs in units of CO2;

"Company" means Base Carbon Inc., including any predecessors thereof;

"Company Consolidation" means the consolidation of Company Shares on a 1:5.394736842 basis completed as part of the RTO Transaction, resulting at such time in a total of 760,004 Company Shares issued and outstanding;

"Company Options" means an option to purchase Company Shares issued pursuant to the Equity Incentive Plan;

"Company Shares" means the common shares in the capital of the Company;

"Consulting and Origination Agreement" has the meaning ascribed thereto under the heading "General Development of the Business - Business Development, Carbon Removal and Carbon Reduction Projects - HCBL Transaction and Restructuring";

"Equity Incentive Plan" means the Company's equity incentive compensation plan effective as of February 22, 2022;

"ESG" means environmental, social and corporate governance;

"ESG Policy" has the meaning ascribed thereto under the heading "Business of the Company - Operational Factors and Considerations - Environmental, Social and Corporate Governance Policy";

"ETS" has the meaning ascribed thereto under the heading "Risk Factors - Risk Factors Relating to Carbon Credits and the Voluntary Carbon Market - Fluctuating Price of Carbon Credits";

"FCPA" means the U.S. Foreign Corrupt Practices Act;

"GHG" means greenhouse gases;

"HCBL" means Hardwick Climate Business Limited, a company formed under the laws of England and Wales;

"HCBL Shares" means the issued and outstanding ordinary shares of HCBL;

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"HCBL Transaction" has the meaning ascribed thereto under the heading "General Development of the Business - Business Development, Carbon Removal and Carbon Reduction Projects - HCBL Transaction and Restructuring";

"India ARR Project" has the meaning ascribed thereto under the heading "General Development of the Business - Business Development, Carbon Removal and Carbon Reduction Projects - India Afforestation, Reforestation, and Revegetation (ARR) Project";

"HCBL Restructuring" has the meaning ascribed thereto under the heading "General Development of the Business - Business Development, Carbon Removal and Carbon Reduction Projects - HCBL Transaction and Restructuring";

"Investment Agreement" has the meaning ascribed thereto under the heading "General Development of the Business - Business Development, Carbon Removal and Carbon Reduction Projects - HCBL Transaction and Restructuring";

"NDCs" means nationally determined contributions under the Paris Agreement;

"NI 52-110" means National Instrument 52-110 - Audit Committees;

"OBCA" means the Business Corporations Act (Ontario), as amended, including the regulations promulgated thereunder;

"Paris Agreement" means the legally binding international treaty on climate change and to enhance the implementation of the UNFCCC, adopted at the United Nations Climate Change Conference (COP21) on December 12, 2015 and which entered into force on November 4, 2016;

"PDD" has the meaning project design document;

"Phase 1" has the meaning ascribed thereto under the heading "General Development of the Business - Business Development, Carbon Removal and Carbon Reduction Projects - HCBL Transaction and Restructuring";

"Phase 2" has the meaning ascribed thereto under the heading "General Development of the Business - Business Development, Carbon Removal and Carbon Reduction Projects - HCBL Transaction and Restructuring";

"Preference Shares" means the authorized preference shares set out in the articles of continuance of the Company;

"Pre-RTOFinancing" has the meaning ascribed thereto under the heading "General Development of the Business - Financings - Base Corp 2021 Brokered Private Placement (Pre-RTOFinancing)";

"RTO Agreement" means the binding letter agreement dated October 25, 2021, as amended on January 25, 2022, between the Company and Base Corp setting out the terms and conditions of the business combination arrangement, as amended, and reverse take-over;

"RTO Transaction" means the business combination and reverse take-over of the Company by Base Corp pursuant to the RTO Agreement;

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"Rwanda Cookstoves Project" has the meaning ascribed thereto under the heading "General Development of the Business - Business Development, Carbon Removal and Carbon Reduction Projects - Rwanda Cookstoves Project";

"SEDAR+" means the System for Electronic Document Analysis and Retrieval;

"SIPCO" has the meaning ascribed thereto under the heading "General Development of the Business - Business Development, Carbon Removal and Carbon Reduction Projects - Vietnam Household Devices Project";

"STX" means STX Commodities B.V.;

"Tax Act" means the Income Tax Act (Canada);

"Technology License and Royalty Agreement" has the meaning ascribed thereto in "General Development of the Business - Business Development, Carbon Removal and Carbon Reduction Projects -TechnologyLicense and Royalty Agreement";

"UN SDGs" means the United Nations' Seventeen Sustainable Development Goals;

"UNFCCC" means the 1992 United Nations Framework Convention on Climate Change;

"Verra" has the meaning ascribed thereto under the heading "General Development of the Business - Business Development, Carbon Removal and Carbon Reduction Projects - Rwanda Cookstoves Project";

"Vietnam Household Devices Project" has the meaning ascribed thereto under the heading "General Development of the Business - Business Development, Carbon Removal and Carbon Reduction Projects - Vietnam Household Devices Project";

"Voluntary Carbon Market" has the meaning ascribed thereto in "Industry Overview - Overview of Carbon Credit Markets"; and

"VVB" means independent third-party validation and verification body pursuant to the rules and regulations of the applicable Carbon Credit Registry.

CORPORATE STRUCUTRE

The Company was incorporated under the BCBCA on February 3, 2021 with the name "1287411 B.C. Ltd.". In connection with the closing of the RTO Transaction, on February 23, 2022, the Company was continued pursuant to the OBCA and changed its name to "Base Carbon Inc.". The Company's head and registered office is now located at 50 Carroll Street, Toronto, ON, M4M 3G3. The Company's telephone number is 1- 647-264-5305 and its website address is www.basecarbon.com. The Company has a fiscal year end of December 31.

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The current organizational chart of the Company setting out its subsidiaries and their jurisdiction of incorporation, formation or organization is set forth below:

Base Carbon Inc.

(Ontario)

100%

Base Carbon Corp.

(Ontario)

100%100%

GENERAL DEVELOPMENT OF THE BUSINESS

History

As described above, the Company was incorporated under the BCBCA on February 3, 2021 with the name "1287411 B.C. Ltd.". In connection with the closing of the RTO Transaction, on February 23, 2022, the Company was continued pursuant to the OBCA and changed its name to "Base Carbon Inc.". The Company is currently a reporting issuer in the provinces of Ontario, British Columbia and Alberta.

On April 21, 2021, the Company and 1289625 B.C. Ltd. ("625 BC Ltd"), the original owner of all of the initial incorporation Company Shares, completed a plan of arrangement whereby 625 BC Ltd spun off each of its subsidiaries, including the Company. Pursuant to the plan of arrangement, each of the shareholders of 625 BC Ltd received 100,000 Company Shares in exchange for each common share of 625 BC Ltd held by such shareholder and, as a result of which, the Company became a separate reporting issuer and 625 BC Ltd no longer held an interest in the Company.

Prior to the RTO Transaction, the Company had no business operations other than its search for an acquisition of an active business that led to the RTO Transaction. The Company and Base Corp entered into the RTO Agreement on October 25, 2021, pursuant to which the Company became the direct holder of all of the issued and outstanding shares of Base Corp and the shareholders of Base Corp became

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