UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 1, 2020

 

PUREBASE CORPORATION

(Exact name of registrant as specified in charter)

 

Nevada   000-55517   27-2060863

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

8625 State Hwy, 124

Ione, CA 95640

(Address of principal executive offices)

 

(855) 743-6478

(Registrant’s telephone number, including area code)

 

N/A
(Former name or former address, if changed since last report)

 

Check 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:

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[  ] Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
None   N/A   N/A

 

Indicate 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).

 

Emerging growth company [X]

 

If an 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. [  ]

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On May 1, 2020, Purebase Corporation, a Nevada corporation (the “Company”), entered into an Asset Purchase Agreement (“Asset Purchase Agreement”) with Quove Corporation (the “Seller”), pursuant to which the Company will purchase from the Seller all of the assets used in connection with operating a gold processing plant known as the Gold Bar Mill (the “Assets”). As full and complete payment for the Assets, the Company will issue to the Seller, or its third-party assignees, at closing, a total of 6,200,000 shares of common stock of the Company. In connection with the purchase of the Assets, the Company will assume only a maximum of $10,000 of the Seller’s liabilities.

 

The closing of the purchase of the Assets is subject to certain closing conditions. The Company expects to close within 90 days of the execution of the Asset Purchase Agreement.

 

The Asset Purchase Agreement contains customary representations and warranties from the Seller and the Company. Said representations and warranties survive for two years after closing. The Company is entitled to indemnification for breaches by the Seller of its representations and warranties.

 

The foregoing description of the Asset Purchase Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached to this Current Report on Form 8-K (“Report”) as Exhibit 10.1 and incorporated herein in its entirety by reference.

 

Item 7.01 Regulation FD Disclosure.

 

On May 5, 2020, the Company issued a press release with respect to the proposed acquisition of the Assets from the Seller. A copy of the press release is filed as Exhibit 99.1 to this Report and incorporated herein by reference.

 

The 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 of 1933, as amended, 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.

 

Cautionary Note Regarding Forward-Looking Statements

 

This Report 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.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description of Exhibit
10.1   Asset Purchase Agreement, dated as of May 1, 2020, by and between Purebase Corporation and Quove Corporation
     
99.1   Press Release, dated May 5, 2020

 

 

 

 

SIGNATURES

 

Pursuant 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.

 

 Date: May 7, 2020 PUREBASE CORPORATION
     
  By:  /s/ A. Scott Dockter
   

A. Scott Dockter

Chief Executive Officer

 

 

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