Current Report Filing (8-k)
SECURITIES AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of
of Report (Date of earliest event reported): April 1,
name of registrant as specified in charter)
or other jurisdiction
State Hwy, 124
Ione, CA 95640
of principal executive offices)
telephone number, including area code)
name or former address, if changed since last report)
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
communications pursuant to Rule 425 under the Securities Act (17
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
communications pursuant to Rule 13e-4 (c) under the Exchange Act
(17 CFR 240.13e-4(c))
registered pursuant to Section 12(b) of the Act:
of each class
of each exchange on which registered
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
growth company [X]
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
1 - Registrant’s Business and Operations Item
Entry into a Material Definitive Agreement.
April 1, 2020 Purebase Corporation,, a Nevada corporation (the
“Company”), executed and delivered a Purchase and Sale Agreement
with Bremer Family 1995 Living Family Trust (the “Seller”) pursuant
to which the Company will purchase the land known as the Snow White
Mine. The property, located in San Bernardino County, California,
consists of approximately 80 acres together with all mineral
rights. The purchase price for the property is $836,000, to be paid
within the next two years plus 5% interest thereon.
Bremer, a director of the Company, is the executor of the Seller.
The Seller owns approximately 19% of the issued and outstanding
shares of the Company.
Company previously had certain rights to the Snow White property
but in September 2019 discontinued any and all mining activities at
Purchase and Sale Agreement with the Seller contains customary
representations and warranties from the Seller. Said
representations and warranties survive for 18 months after closing.
The Company is entitled to indemnification for breaches by the
Seller of its representations and warranties provided the Company
incurs in excess of $25,000 of claims.
foregoing description of the Purchase and Sale Agreement is
qualified in its entirety by reference to the full text of such
agreement, a copy of which is attached hereto as Exhibit 10.13 and
incorporated herein in its entirety by reference.
7.01 Regulation FD Disclosure.
April 2, 2020, the Company issued a press release with respect to
the proposed acquisition of the Snow White property. A copy of the
press release is filed as Exhibit 99.1 to this report and
incorporated herein by reference.
information in this Item 7.01 of this Report, including Exhibit
99.1 attached hereto, is being furnished and shall not be deemed
“filed” for the purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), nor shall it be
deemed incorporated by reference in any of the Company’s filings
under the Securities Act, or the Exchange Act, whether made before
or after the date hereof, except as shall be expressly set forth by
specific reference to this Report in such filing.
Note Regarding Forward-Looking Statements
Current Report on Form 8-K includes information that may constitute
forward-looking statements. These forward-looking statements are
based on the Company’s current beliefs, assumptions and
expectations regarding future events, which in turn are based on
information currently available to the Company. By their nature,
forward-looking statements address matters that are subject to
risks and uncertainties. Forward looking statements include,
without limitation, statements relating to projected industry
growth rates, the Company’s current growth rates and the Company’s
present and future cash flow position. A variety of factors could
cause actual events and results, as well as the Company’s
expectations, to differ materially from those expressed in or
contemplated by the forward-looking statements. Risk factors
affecting the Company are discussed in detail in the Company’s
filings with the Securities and Exchange Commission. The Company
undertakes no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise, except to the extent required by
applicable securities laws.
9.01 Financial Statements and Exhibits.
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
April 3, 2020
A. Scott Dockter
PureBase (QB) (USOTC:PUBC)
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