Baselode closes $6-million private placement

Mr. James Sykes reports BASELODE CLOSES $6.0 MILLION PRIVATE PLACEMENT Baselode Energy Corp. has closed its previously announced best effort private placement for gross proceeds of $6-million, which includes the exercise in full of the agent's option. Pursuant to the offering, the company sold 42,857,143 flow-through units of the company to charitable purchasers at a price of 14 cents per FT unit. Red Cloud Securities Inc. acted as sole agent and bookrunner in connection with the offering. Each FT unit consists of one common share of the company issued as a flow-through share within the meaning of Subsection 66(15) of the Income Tax Act (Canada) and one-half of one common share purchase warrant. Each warrant entitles the holder to purchase one common share of the company at a price of 14 cents at any time on or before Aug. 15, 2028. The company intends to use the proceeds raised from the offering for exploration of the company's projects in the Thelon and Athabasca basins, as is more fully described in the offering document (as defined herein). 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 incurred pursuant to an exploration plan that primarily targets critical minerals, each 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 Dec. 31, 2025, in the aggregate amount of not less than the total amount of gross proceeds raised from the issue of FT shares. In accordance with National Instrument 45-106 (Prospectus Exemptions), the FT units were issued to Canadian purchasers pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 as amended by co-ordinated blanket order 45-935 (Exemptions from Certain Conditions of the Listed Issuer Financing Exemption). The FT shares and the warrant shares underlying the FT units are immediately freely tradable in accordance with applicable Canadian securities legislation if sold to purchasers resident in Canada. As consideration for their services, Red Cloud received aggregate cash fees of $355,498.36 and 2,539,273 non-transferable common share purchase warrants. Each broker warrant is exercisable into one common share of the company at a price of 9.333 cents per broker warrant share at any time on or before Aug. 15, 2028. The broker warrants are subject to a hold period in accordance with applicable Canadian securities law, expiring four months and one day following the issue date, being Dec. 16, 2025. There is an offering document related to the offering that can be accessed under the company's profile at SEDAR+ and on the company's website. The closing of the offering remains subject to the final approval of the TSX Venture Exchange. An insider of the company participated in the offering and subscribed for a total of 1,071,820 FT units for gross proceeds of $100,000.81. Participation by insiders constitutes a related-party transaction as defined in Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transaction). The company has relied on exemptions from the formal valuation an minority shareholder requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that neither the fair market value of the securities issued under the offering to insiders, nor the consideration paid by insiders of the company exceeded 25 per cent of the company's market capitalization. About Baselode Energy Corp. Baselode controls 100 per cent of approximately 226,128 hectares for exploration in the Athabasca basin area of Northern Saskatchewan, Canada. The land package is free of any option agreements or underlying royalties. Baselode discovered the Ackio near-surface, uranium prospect in September, 2021. Ackio measures greater than 375 metres along strike, greater than 150 m wide, composed of at least nine separate uranium pods, with mineralization starting as shallow as 28 m and 32 m beneath the surface in pods 1 and 7, respectively, and down to approximately a 300-metre depth beneath the surface with the bulk of mineralization occurring in the upper 120 m. Ackio remains open at depth and to the north, south and east. Baselode's Athabasca 2.0 exploration thesis focuses on discovering near-surface, basement-hosted, high-grade uranium orebodies outside of the Athabasca basin. The exploration thesis is further complemented by Baselode's preferred use of innovative and well-understood geophysical methods to map deep structural controls to identify shallow targets for diamond drilling. We seek Safe Harbor.