PUBC 8-K
Purebase Corp (PUBC)
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 | 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 ☒
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 | PUREBASE CORPORATION | |
| By: | /s/ A. Scott Dockter | |
| A. Scott Dockter | ||
| Chief Executive Officer | ||
Exhibit 10.17
Amendment to Materials Extraction Agreement
This Amendment to Materials Extraction Agreement (this “Amendment”) is entered into and effective as of October 6th, 2021 (“Effective Date”), by and between Purebase Corporation (“Purebase”), a corporation organized under the laws of the State of Nevada with offices located at 8631 State Highway 124, P.O. Box 757, lone, California 95640 and US Mine, LLC (“US Mine”), a California limited liability company with offices located at 8625 State Highway 124, lone, P.O. Box 580 California 95640. Purebase and US Mine are collectively referred to herein as the “Parties” and individually as a “Party.”
RECITALS
WHEREAS effective as of May 27, 2021, the parties executed and delivered a Materials Extraction Agreement (the “Agreement”) with respect to the acquisition by Purebase of certain rights to construct a Metakaolin Plant and to process Materials (capitalized terms used in this Amendment not otherwise defined shall have the meanings ascribed to such terms in the Agreement), and
WHEREAS, the Parties desire to amend the Agreement on the terms and provisions contained herein.
NOW, THEREFORE, in consideration of the premises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
TERMS
1. Incorporation of Recitals. The Recitals set forth above are a material part of this Amendment and are incorporated herein by this reference.
2. Purchase Price. Section 2 of the Agreement shall be deleted in its entirety and replaced with the following:
“In consideration for the Mining Activities, Purebase shall grant US Mine an option to purchase an aggregate of 116,000,000 shares of common stock of Purebase (the “Option Shares”). The right to purchase the Option Shares shall vest as follows:
| (i) | 58,000,000 of the Option Shares shall vest six months after the Effective Date on April 6th, 2022; | |
| (ii) | 29,000,000 of the Option Shares shall vest twelve months after the Effective Date on October 6th, 2022; and | |
| (iii) | 29,000,000 of the Option Shares shall vest on April 6th, 2023. |
The exercise price per Option Share shall be $0.38, the closing price of a share of common stock on the date hereof. Payment shall be made by US Mine in cash for each exercise, and US Mine shall have the right to exercise the options until April 6th, 2028. All the terms of the option grant shall be governed by the issuance of a stock option agreement, in the form attached hereto as Exhibit A (the “Option Agreement”).
| 3. | Promissory Note. The Parties agree and acknowledge that the Note is hereby terminated in its entirety and shall have no further force and effect. |
| 4. | Amendment. Except as expressly modified by this Amendment, all terms and conditions of the Agreement shall remain in full force and effect and are hereby in all respects ratified and affirmed. All references to the Agreement hereafter shall be deemed to refer to the Agreement, as amended by this Amendment. |
| 5. | Miscellaneous Provisions. |
(a) Binding Effect. This Amendment is binding upon, and inures to the benefit of, each Party hereto and its directors, officers, employees, agents, representatives, affiliates, assigns, and successors.
(b) Non-Waiver. Neither Party shall be deemed, by any act of omission or commission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by that Party, and then only to the extent specifically set forth in writing. A waiver with reference to one event shall not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event.
(c) Severability. If any provision of this Amendment is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of the Amendment will continue in full force and effect without being impaired or invalidated in any way and will be construed in accordance with the purposes and intent of this Amendment as set forth by the Parties.
(d) Interpretation. Each Party acknowledges that it has participated in the drafting of this Amendment, and any applicable rule of construction to the effect that ambiguities are to be resolved against the drafting Party will not be applied in connection with the construction or interpretation of this Amendment.
(e) Opportunity to Consult Counsel. Each Party represents to the other that it has had an opportunity to have this Amendment reviewed by legal counsel of its choosing and has done so to its satisfaction, that it has had a full opportunity to review the terms of this Amendment, that it fully understands the legal effect of each provision of this Amendment, and that it has willingly consented to the terms of this Amendment.
(f) Further Acts. Each party agrees to perform any further acts and to execute and deliver any documents which may be reasonably necessary to carry out the provisions of this Amendment.
(g) Governing Law. This Amendment shall be governed by and interpreted in accordance with the laws of the State of California, excluding any choice of law provisions.
(h) Jurisdiction; Venue. Any action taken to enforce this Amendment shall be maintained in the Superior Court of Amador County, California. The parties expressly consent to the jurisdiction of said court and agree that said court shall be a proper venue for any such action.
(i) Mutual Representations. Each Party hereby represents and warrants to the other: that it has full corporate power and authority and is duly authorized under applicable law, its articles of incorporation and its by-laws, to own its properties and to conduct its business as presently conducted and as herein contemplated, and to enter into and perform this Amendment in accordance with the terms hereof; and that neither such entering into nor such performance violates or will violate such articles of incorporation or by-laws or any agreement or other instrument, or any federal, state or local law, regulation or ordinance applicable to such Party or by which it is bound. Purebase acknowledges that certain members of its board of directors hold an ownership interest in each Party and as a result have a personal financial interest in the transaction contemplated by this Amendment. Purebase has obtained the approval or unanimous consent of the transactions contemplated by this Amendment from its disinterested directors, each of whom have been fully advised of and provided with the details concerning the nature of the common ownership and personal interests of the interested directors in accordance with Section 78.140 of the Nevada Revised Statutes.
(j) Modifications Must Be Made in Writing. This Amendment may not be modified, altered, or changed in any manner whatsoever except by a written instrument duly executed by authorized representatives of the Parties.
(k) Counterparts. This Amendment may be executed in two or more counterparts, each of which is an original, but all of which together will be deemed to be one and the same instrument. Electronically reproduced and/or transmitted signatures are equivalent to original signatures for all purposes hereof.
Remainder of Page Intentionally Omitted; Signature Pages to Follow
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective Date.
| US MINE, LLC | ||
| By: | /s/ John Bremer | |
| Name: | John Bremer | |
| Its: | Member | |
| PUREBASE CORP. | ||
| By: | /s/ A. Scott Dockter | |
| Name: | A. Scott Dockter | |
| Its: | Chairman, CEO | |
EXHIBIT A
OPTION AGREEMENT
Exhibit 10.18
THE OPTION REPRESENTED BY THIS AGREEMENT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND IS SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AS SET FORTH IN THIS CERTIFICATE. THIS OPTION AND THE SHARES ISSUABLE HEREUNDER MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL, REASONABLY ACCEPTABLE TO COUNSEL FOR THE COMPANY, TO THE EFFECT THAT THE PROPOSED SALE, TRANSFER, OR DISPOSITION MAY BE EFFECTUATED WITHOUT REGISTRATION UNDER THE ACT.
purebase CORPORATION
COMMON STOCK PURCHASE OPTION
THIS OPTION AGREEMENT (this “Agreement”) dated as of October 6th, 2021 certifies that for value received, US Mine, LLC, a California limited liability company (the “Holder”), is the owner of this option (the “Option”), which entitles the Holder to purchase at any time on or before the Expiration Date (as defined below) One Million One Hundred Sixteen Thousand (116,000,000) shares (the “Option Shares”) of fully paid non-assessable shares of the common stock, par value $0.001 per share (the “Common Stock”) of Purebase Corporation, a Nevada corporation (the “Company”), at a purchase price per Option Share of $0.38 (the “Exercise Price”), in lawful money of the United States of America by bank or certified check, subject to adjustment as hereinafter provided. This Option Agreement is issued in accordance with, and as required by, the terms of that certain Amendment dated as of the date hereof by and between the Company and the Holder.
1. OPTION; EXERCISE PRICE.
This Option shall entitle the Holder to purchase the Option Shares at the Exercise Price. The Exercise Price and the number of Option Shares evidenced by this Agreement are subject to adjustment as provided in Article 6.
2. EXERCISE; EXPIRATION DATE; VESTING SCHEDULE.
(a) This Option is exercisable, at the option of the Holder, at any time after the date of issuance and on or before April 6th, 2028 (the “Expiration Date”), by delivering to the Company written notice of exercise (the “Exercise Notice”), stating the number of Option Shares to be purchased thereby, accompanied by bank or certified check payable to the order of the Company or by bank wire transfer in immediately available funds for the Option Shares being purchased. Within ten (10) business days of the Company’s receipt of the Exercise Notice accompanied by the consideration for the Option Shares being purchased, the Company shall instruct its transfer agent to issue and deliver to the Holder a certificate representing the Option Shares being purchased. The Company, or its designee, shall maintain records showing the number of Option Shares purchased and the date of such purchases. Upon delivery of the Exercise Notice to the Company pursuant to this Section 2(a), the Holder shall be deemed for all corporate purposes to have become the holder of record of the Option Shares with respect to which this Option has been exercised pursuant to such Exercise Notice.
(b) Notwithstanding anything contained herein to the contrary, the Holder shall have the right to exercise the Option and purchase the Option Shares on the following vesting schedule:
| (i) | 58,000,000 of the Option Shares shall vest on April 6th, 2022; |
| (ii) | 29,000,000 of the Option Shares shall vest on October 6th, 2022; and |
| (iii) | 29,000,000 of the Option Shares shall vest on April 6th, 2023. |
The Holder shall have the right, in its sole discretion, to purchase all or any portion of the Option Shares in accordance with the vesting schedule set forth herein.
3. Restrictions. This Option, and the Option Shares or any other security issuable upon exercise of this Option may not be assigned, transferred, sold, or otherwise disposed of unless (i) there is in effect a registration statement under the Securities Act of 1933, as amended (the “Act”) covering such sale, transfer, or other disposition or (ii) the Holder furnishes to the Company an opinion of counsel, reasonably acceptable to counsel for the Company, to the effect that the proposed sale, transfer, or other disposition may be effected without registration under the Act, as well as such other documentation incident to such sale, transfer, or other disposition as the Company’s counsel shall reasonably request. Any Option Shares issued upon the exercise of this Option shall bear substantially the following legend:
“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AND WITH RESPECT TO THE SHARES OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT THAT IS THEN APPLICABLE TO THE SHARES, AS TO WHICH A PRIOR OPINION OF COUNSEL ACCEPTABLE TO THE ISSUER OR TRANSFER AGENT MAY BE REQUIRED.”
The Company shall register this Option, upon records to be maintained by the Company or on behalf of the Company for that purpose (the “Option Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Option as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual written notice to the contrary from the Holder. Upon thirty (30) days’ prior written notice to the Holder, the Company may appoint an Option agent (the “Option Agent”) to maintain the Option Register. Either the transfer agent for the Company or a third party may be appointed by the Company as the Option Agent, at the Company’s sole discretion. The Company shall remain responsible for the contents of the Option Register, notwithstanding the appointment of an Option Agent.
4. RESERVATION OF SHARES.
The Company covenants that it will at all time reserve and keep available out of its authorized Common Stock, solely for the purpose of issuance upon exercise of this Option, such number of shares of Common Stock as shall then be issuable upon the exercise of this Option. The Company covenants that all shares of Common Stock which shall be issuable upon exercise of this Option shall be duly and validly issued and fully paid and non-assessable and free from all taxes, liens, and charges with respect to the issue thereof.
5. LOSS OR MUTILATION.
If the Holder loses this Option, or if this Option is stolen, destroyed or mutilated, the Company shall issue an identical replacement Option upon the Holder’s delivery to the Company of a customary agreement to indemnify the Company for any losses resulting from the issuance of the replacement Option.
6. PROVISIONS REGARDING ADJUSTMENTS TO STOCK.
(a) Stock Dividends, Subdivisions and Combinations. If at any time the Company shall:
(i) take a record of the holders of its Common Stock for the purpose of entitling them to receive a dividend payable in, or other distribution of, additional shares of Common Stock,
(ii) subdivide its outstanding shares of Common Stock into a larger number of shares of Common Stock, or
(iii) combine its outstanding shares of Common Stock into a smaller number of shares of Common Stock,
then (A) the number of shares of Common Stock for which this Option is exercisable into immediately after the occurrence of any such event shall be adjusted to equal the number of shares of Common Stock which a record holder of the same number of shares of Common Stock for which this Option is exercisable into immediately prior to the occurrence of such event would own or be entitled to receive after the happening of such event, and (B) the Exercise Price shall be adjusted to equal (x) the current Exercise Price immediately prior to the adjustment multiplied by the number of shares of Common Stock for which this Option is exercisable into immediately prior to the adjustment divided by (y) the number of shares of Common Stock for which this Option is exercisable into immediately after such adjustment.
(b) Certificate as to Adjustments. Upon the occurrence of each adjustment or readjustment of the Exercise Price, the Company, at its expense, shall promptly, and in any event within two (2) business days, compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to the Holder a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request at any time of the Holder, furnish or cause to be furnished to such holder a like certificate setting forth (i) such adjustments and readjustments, (ii) the Exercise Price at the time in effect for this Option and (iii) the number of shares of Common Stock and the amount, if any, or other property which at the time would be received upon the exercise of this Option.
(c) Notices of Record Date. In the event of any fixing by the Company of a record date for the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, any shares of Common Stock or other securities, or any right to subscribe for, purchase or otherwise acquire, or any option for the purchase of, any shares of stock of any class or any other securities or property, or to receive any other right, the Company shall mail to the Holder at least thirty (30) days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution or rights, and the amount and character of such dividend, distribution or right.
(d) Merger, Consolidation, etc. In case of any capital reorganization or any reclassification of the capital stock of the Company or in case of the consolidation or merger of the Company with another corporation (or in the case of any sale, transfer, or other disposition to another corporation of all or substantially all the property, assets, business, and goodwill of the Company), the Holder shall thereafter be entitled to purchase the kind and amount of shares of capital stock which this Option entitled the Holder to purchase immediately prior to such capital reorganization, reclassification of capital stock, consolidation, merger, sale, transfer, or other disposition; and in any such case appropriate adjustments shall be made in the application of the provisions of this Section 6 with respect to rights and interests thereafter of the Holder of this Option to the end that the provisions of this Section 6 shall thereafter be applicable, as near as reasonably may be, in relation to any shares or other property thereafter purchasable upon the exercise of this Option.
(e) Fractional Shares. No certificate for fractional shares shall be issued upon the exercise of this Option, but in lieu thereof the Company shall purchase any such fractional shares calculated to the nearest cent or round up the fraction to the next whole share.
(f) Rights of the Holder. The Holder of this Option shall not be entitled to any rights of a shareholder of the Company in respect of any Option Shares purchasable upon the exercise hereof until such Option Shares have been paid for in full and issued to it. As soon as practicable after such exercise, the Company shall deliver a certificate or certificates for the number of full shares of Common Stock issuable upon such exercise, to the person or persons entitled to receive the same. The Company will not close its shareholder books or records in any manner which prevents the timely exercise of this Option, pursuant to the terms hereof.
7. RepResentations and Warranties.
The Holder, by acceptance of this Option, represents and warrants to, and covenants and agrees with, the Company as follows:
(a) The Option is being acquired for the Holder’s own account for investment and not with a view toward resale or distribution of any part thereof, and the Holder has no present intention of selling, granting any participation in, or otherwise distributing the same.
(b) The Holder is aware that neither the Option nor the Option Shares is registered under the Act or any state securities or blue-sky laws and, as a result, substantial restrictions exist with respect to the transferability of the Option and the Option Shares to be acquired upon exercise of the Option.
(c) The Holder is an accredited investor as defined in Rule 501(a) of Regulation D under the Act and is a sophisticated investor familiar with the type of risks inherent in the acquisition of securities such as the Option, and its financial position is such that it can afford to retain the Option and the Option Shares for an indefinite period of time without realizing any direct or indirect cash return on this investment.
8. NO IMPAIRMENT.
The Company shall not by any action including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Option, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder against impairment. Without limiting the generality of the foregoing, the Company will (a) not increase the par value of any shares of Common Stock receivable upon the exercise of this Option above the amount payable therefore upon such exercise immediately prior to such increase in par value, (b) take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Option, and (c) use its best efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof as may be necessary to enable the Company to perform its obligations under this Option. Upon the request of Holder, the Company will at any time during the period this Option is outstanding acknowledge in writing, in form satisfactory to Holder, the continuing validity of this Option and the obligations of the Company hereunder.
9. LIMITATION OF LIABILITY.
No provision hereof, in the absence of affirmative action by Holder to purchase shares of Common Stock, and no enumeration herein of the rights or privileges of Holder hereof, shall give rise to any liability of Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.
10. MISCELLANEOUS.
(a) Transfer Taxes; Expenses. The Holder shall pay any and all underwriters’ discounts, brokerage fees, and transfer taxes incident to the sale or exercise of this Option or the sale of the underlying shares issuable hereunder and shall pay the fees and expenses of any special attorneys or accountants retained by it.
(b) Successors and Assigns. Subject to compliance with the provisions of Section 3, this Option and the rights evidenced hereby shall inure to the benefit of and be binding upon the successors of the Company and the successors and assigns of Holder. The provisions of this Option are intended to be for the benefit of all Holders from time to time of this Option and shall be enforceable by any such Holder.
(c) Certain Covenants. The Company covenants that all shares of Common Stock issued upon exercise of this Option will be fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof. If any shares of Common Stock issuable upon the exercise hereof require registration with or approval of any governmental authority under any federal or state law before such shares of Common Stock may be validly issued upon exercise, the Company will, to the extent then permitted by the rules and interpretations of the applicable government authority, use its best efforts to secure such registration or approval, as the case may be. The Company further covenants that if at any time the Common Stock shall be listed on any national securities exchange or automated quotation system, the Company will list and keep listed, so long as the Common Stock shall be so listed on such exchange or automated quotation system, any Common Stock issuable upon exercise of this Option.
(d) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Option to purchase Option Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.
(e) Notice. Any notice or other communication required or permitted to be given to the Company shall be in writing and shall be delivered by certified mail with return receipt or delivered in person against receipt, addressed to the Company at its address listed in its filings with the Securities and Exchange Commission.
(f) Governing Law. This Option shall be governed by, and construed in accordance with, the internal laws of the State of Nevada, without reference to the conflicts of laws provisions thereof.
(g) Amendment. This Option may be modified or amended, or the provisions hereof waived only with the written consent of the Company and the Holder.
IN WITNESS WHEREOF, the parties have caused this Option Agreement to be duly executed as of the date set forth below.
PUREBASE CORPORATION
| By: | /s/ A. Scott Dockter | |
| Name: | A. Scott Dockter | |
| Its: | Chairman, CEO | |
| US MINE, LLC | ||
| By: | /s/ John Bremer | |
| Name: | John Bremer | |
| Its: | Member | |
PUREBASE CORPORATION
FORM OF EXERCISE OF OPTION
☐ The undersigned hereby elects to exercise this Option as to _____________ shares of the Common Stock of PUREBASE CORPORATION, a Nevada corporation, covered thereby. Enclosed herewith is a bank or certified check in the amount of $_____________ payable to the Company.
The shares should be sent to the undersigned at the address provided below.
| Date:_______________ | __________________________________________ |
| (Signature) |
| Name (Printed): ______________________________ | |
| Address: __________________________________ | |
| __________________________________________ | |
| Social Security Number (for individual holder) or Employer Identification Number (Tax ID) (for entity): |