Current Report Filing (8-k)
October 13 2021 - 4:13PM
Edgar (US Regulatory)
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): October 6, 2021
PUREBASE
CORPORATION
(Exact
name of registrant as specified in charter)
Nevada
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000-55517
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27-2060863
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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8625
State Hwy, 124
Ione,
CA 95640
(Address
of principal executive offices)
(855)
743-6478
(Registrant’s
telephone number, including area code)
N/A
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(Former
name or former address, if changed since last report)
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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:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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None
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N/A
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N/A
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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 ☒
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
October 6, 2021, Purebase Corporation, a Nevada corporation (the “Company”), entered into an amendment (the “Amendment”)
to its Materials Extraction Agreement, dated May 27, 2021 (the “Agreement”), with US Mine, LLC (“US Mine”), which
Agreement was previously disclosed by the Company in the Current Report on Form 8-K filed with the Securities and Exchange Commission
(“SEC”) on June 3, 2021. Pursuant to the terms of the Agreement, the rights acquired by the Company to extract up to 100,000,000
tons of metakaolin supplementary cementitious materials from property owned by US Mine were paid for by the issuance to US Mine
of a convertible promissory note in the principal amount of $50,000,000 (the “Note”). In accordance with the terms of the
Amendment, the Note was cancelled and the consideration for the mining rights granted to the Company was replaced with an option
entitling US Mine to purchase shares of common stock of the Company.
Pursuant to the terms of the Common Stock Purchase
Option (the “Stock Option”), issued on October 6. 2021, US Mine has the option to purchase up to 116,000,000
shares of common stock of the Company, at an exercise price of $0.38 per share, such exercise price being the closing price of a share
of the Company’s on the OTC Markets on October 6, 2021. The Stock Option vests as to (i) the first 58,000,000 shares
on April 6, 2022, (ii) an additional 29,000,000 shares on October 6, 2022, and (iii) the remaining 29,000,000 shares
on April 6, 2023. US Mine’s right to exercise the Stock Option expires on April 6, 2028.
A.
Scott Dockter, the principal executive officer, and a director and shareholder of the Company, and John Bremer, a director and shareholder
of the Company, are also manager-members of US Mine. The Company’s board of directors approved the transaction described in this
Current Report on Form 8-K (“Report”), with Mr. Dockter and Mr. Bremer abstaining from providing consent due to their interest
in the transaction.
The
foregoing descriptions of the Amendment and Option Agreement do not purport to be complete and are qualified in their entirety by reference
to the complete text of the Amendment and Option Agreement, copies of which are filed with this Report as Exhibits 10.17 and 10.18, respectively,
and incorporated herein by reference.
Item
3.02 Unregistered Sales of Equity Securities.
Reference
is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.
The
issuance of the Stock Option was and, upon exercise of the of Stock Option, the issuance of the shares of common stock underlying the
Stock Option will be, exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, as transactions by an
issuer not involving any public offering.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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:
October 13, 2021
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PUREBASE
CORPORATION
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By:
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/s/
A. Scott Dockter
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A.
Scott Dockter
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Chief
Executive Officer
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