PUBC 8-K
Purebase Corp (PUBC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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| 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).
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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 common stock issuable upon the exercise of the Option will be exempt from registration under Section 4(a)(2) under of the Securities Act of 1933, as amended, as transactions by an issuer not involving any public offering.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective September 11, 2023, Brady Barto (“Barto”) was appointed to serve on the Board of Directors of Purebase Corporation (the “Company”).
Barto, age 42, has worked for Signal Hill Petroleum, Inc. (“Signal Hill”) for the past 18 years and has been the Exploration Manager for the past 12 years. Signal Hill is a private family owned California-based energy company involved in gas and oil exploration, development and production in urban areas. Prior to becoming the Exploration Manager, Barto served as the Land Manager and Manager- Real Estate Projects for Signal Hill. Barto also serves as a Commissioner on the Planning Commission for the City of Newport Beach, CA. Barto earned a Bachelor of Business Administration degree from Chapman College in 2005.
Barto was selected as a director for, among other things, his expertise in the financing and development of natural resources.
The Company entered into a twelve-month director agreement with Barto, effective September 11, 2023 (the “Agreement”), which will automatically renew unless Barto gives 30 days prior written notice of his desire not to renew the Agreement. Pursuant to the Agreement, Barto will be paid $1,000 per month for serving as a director, which shall accrue as debt until the Company has its first cash flow positive month. At the completion of the term of the Agreement or if Barto has been removed or resigned, any accrued amount owed will be paid in shares of the Company’s common stock at the lower of $0.15 per share or the 20-day volume weighted average price from the date of termination or resignation.
On September 11, 2023, Barto was granted a five-year option to purchase 200,000 shares of the Company’s common stock at an exercise price of $0.15 per share (the “Option”) pursuant to an option agreement with the Company (the “Option Agreement”). Shares subject to the Option become exercisable one year from the date of grant.
There are no arrangements or understandings between Barto and any other person pursuant to which he was appointed as a director of the Company. Barto is the son of Craig Barto who is an owner of Signal Hill. Craig Barto, along with directors John Bremer and Scott Dockter, are owners of US Mine Corp. and US Mine LLC, both of which have extensive business relationships with the Company. There are no family relationships between Barto and any of the Company’s other officers or directors, or in any transactions in which Barto had, or will have, a direct or indirect material interest, other than as described above.
The foregoing description of the Agreement and the Option Agreement is qualified in its entirety by reference to the full text of the Agreement and the Option Agreement, copies of which are attached hereto as Exhibit 10.38 and Exhibit 10.39, respectively, and are incorporated herein in their entirety by reference.
Item 7.01 Regulation FD Disclosure.
On September 12, 2023, the Company issued a press release announcing the appointment of Brady Barto as a director. 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, 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit | |
| 10.38 | Director Agreement, dated as of September 11, 2023, between the Company and Brady Barto | |
| 10.39 | Option Agreement, dated September 11, 2023, between the Company and Brady Barto. | |
| 99.1 | Press Release dated September 12, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: September 14, 2023 | PUREBASE CORPORATION | |
| By: | /s/ A. Scott Dockter | |
| A. Scott Dockter | ||
| Chief Executive Officer | ||
Exhibit 10.38
DIRECTOR AGREEMENT
THIS AGREEMENT (The “Agreement”) is effective as of the 11th day of September 2023, and is by and between Purebase Corporation, a Nevada corporation (hereinafter referred to as the “Company”), and Brady Barto (hereinafter referred to as the “Director” or “Barto”).
BACKGROUND
Each of the Board of Directors of the Company and the Director desires to memorialize the role of the Director and to have the Director perform the duties required of such position in accordance with the terms and conditions of this Agreement.
AGREEMENT
NOW THEREFORE, in consideration for the above recited promises and the mutual promises contained herein, the adequacy and sufficiency of which are hereby acknowledged, the Company and the Director hereby agree as follows:
| 1. | DUTIES. The Company requires that the Director be available to perform the duties of a director customarily related to this function as may be determined and assigned by the Board of Directors of the Company and as may be required by the Company’s constituent instruments, including its certificate or articles of incorporation, bylaws and its corporate governance and board committee charters, each as amended or modified from time to time, and by applicable law, including by the Nevada Revised Statutes (the “NRS”). |
| The Director agrees to devote as much time as is necessary to perform completely the duties as the Director of the Company, including duties as a member of any committees as the Director may hereafter be appointed to by the Board of Directors. | |
| The Director will perform such duties described herein in accordance with the general fiduciary duty of directors arising under the NRS. Such duties include but are not limited to assisting the Company with the development of business and new business strategies relating to the objectives of the Company, participation in the Company’s investor relations activities including road shows and shareholder communication activities, and participation in corporate strategy decisions of the Company. | |
| 2. | TERM. The term of this engagement shall be for twelve (12) months from the date of this Agreement (the “Term”), or until the Director’s removal or resignation. Barto shall be notified within 30 days before the end of the Term whether his contract shall be renewed under the same terms of Compensation in Paragraph 3. |
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| 3. | COMPENSATION. For all services to be rendered by the Director in any capacity hereunder, the Company agrees to pay the Director a combination of cash and stock. |
| ■ | Cash Fees: Barto shall receive a fee of $1,000.00 per month in cash. This fee shall accrue as debt to the Company until the Company has its first cash-flow positive month. At this point, the Company shall make arrangements to pay Barto the debt owed to him for these services. If a debt is still owed to Barto when the original Term is completed, or he has been removed or he has resigned, then the Debt owed to Barto shall be converted into common stock at the lower of price of $0.15 or the 20-day WVAP closing from the last date of Barto being on the Board. The Company shall convert the Barto Debt and issue to Barto shares of common stock of the Company within 10 business days of the completion of the original Term, his removal or his resignation. | |
| ■ | Equity Fees: Within 10 days upon signing of this contract, Barto shall be granted (two hundred thousand) 200,000 stock options that have a strike price of $0.15. These options will be exercisable for a period of 5 years from the effective date. These stock options are not transferable to another party and Barto will be subject to all the SEC reporting requirements associated with the grant, exercise and sale of this equity compensation. |
| 4. | EXPENSES. In addition to the compensation provided in paragraph 3 hereof, the Company will reimburse the Director for pre-approved reasonable business-related expenses incurred in good faith in the performance of the Director’s duties for the Company. Such payments shall be made by the Company upon submission by the Director of a signed statement itemizing the expenses incurred. Such statement shall be accompanied by sufficient documentary matter to support the expenditures. |
| 5. | CONFIDENTIALITY. The Company and the Director each acknowledge that, in order for the intents and purposes of this Agreement to be accomplished, the Director shall necessarily be obtaining access to certain confidential information concerning the Company and its affairs, including, but not limited to business methods, information systems, financial data and strategic plans which are unique assets of the Company (“Confidential Information”). The Director covenants not to, either directly or indirectly, in any manner, utilize or disclose to any person, firm, corporation, association or other entity any Confidential Information. |
| 6. | NON-COMPETE. During the term of this Agreement and for a period of twelve (12) months following the Director’s removal or resignation from the Board of Directors of the Company or any of its subsidiaries or affiliates (the “Restricted Period”), the Director shall not, directly or indirectly, (i) in any manner whatsoever engage in any capacity with any business competitive with the Company’s current lines of business or any business then engaged in by the Company, any of its subsidiaries or any of its affiliates (the “Company’s Business”) for the Director’s own benefit or for the benefit of any person or entity other than the Company or any subsidiary or affiliate; or (ii) have any interest as owner, sole proprietor, shareholder, partner, lender, director, officer, manager, employee, consultant, agent or otherwise in any business competitive with the Company’s Business; provided, however, that the Director may hold, directly or indirectly, solely as an investment, not more than two percent (2%) of the outstanding securities of any person or entity which are listed on any national securities exchange or regularly traded in the over-the-counter market notwithstanding the fact that such person or entity is engaged in a business competitive with the Company’s Business. In addition, during the Restricted Period, the Director shall not develop any property for use in the Company’s Business on behalf of any person or entity other than the Company, its subsidiaries and affiliates. |
| 7. | TERMINATION. With or without cause, the Company and the Director may each terminate this Agreement at any time upon 5 (five) days written notice, and the Company shall be obligated to pay to the Director the compensation and expenses due up to the date of the termination. Nothing contained herein or omitted herefrom shall prevent the shareholder(s) of the Company from removing the Director with immediate effect at any time for any reason. |
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| 8. | INDEMNIFICATION. The Company shall indemnify, defend and hold harmless the Director, to the full extent allowed by the law of the State of Nevada and as provided by, or granted pursuant to, any charter provision, bylaw provision, vote of stockholders or disinterested directors or otherwise, to action in the Director’s official capacity; provided, however, that, in accordance with the NRS and federal securities laws, such indemnification shall not apply where the Director engages in actions or omissions which involve intentional misconduct, fraud or knowing violation of law. |
| 9. | NOTICE. Any and all notices referred to herein shall be sufficient if furnished in writing at the addresses specified on the signature page hereto or, if to the Company, to the Company’s address as specified in filings made by the Company with the U.S. Securities and Exchange Commission. |
| 10. | GOVERNING LAW. This Agreement shall be interpreted in accordance with, and the rights of the parties hereto shall be determined by, the laws of the State of Nevada without reference to that state’s conflicts of laws principles. |
| 11. | ASSIGNMENT. The rights and benefits of the Company under this Agreement shall be transferable, and all the covenants and agreements hereunder shall inure to the benefit of, and be enforceable by or against, its successors and assigns. The duties and obligations of the Director under this Agreement are personal and therefore the Director may not assign any right or duty under this Agreement without the prior written consent of the Company. |
| 12. | GENERAL. |
| a. | SEVERABILITY. If any provision of this Agreement shall be declared invalid or illegal, for any reason whatsoever, then, notwithstanding such invalidity or illegality, the remaining terms and provisions of this Agreement shall remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained herein. | |
| b. | EFFECT OF WAIVER. The waiver by either party of the breach of any provision of this Agreement shall not operate as or be construed as a waiver of any subsequent breach thereof. | |
| c. | ARTICLE HEADINGS. The article headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. | |
| d. | COUNTERPARTS. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one instrument. Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes. | |
| e. | ENTIRE AGREEMENT. Except as provided elsewhere herein, this Agreement sets forth the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party to this Agreement with respect to such subject matter. |
[Remainder of Page Left Blank Intentionally]
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IN WITNESS WHEREOF, the parties have executed this Agreement to be effective as of September 13, 2023.
| PUREBASE CORPORATION | ||
| By: | /s/ a.Scott Dockter | |
| Name: | A. Scott Dockter | |
| Title: | Chief Executive Officer | |
| DIRECTOR: | ||
| /s/ Brady Barto | ||
| Brady Barto | ||
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Exhibit 10.39
THE OPTION GRANTED PURSUANT TO THIS AGREEMENT AND THE SECURITIES ISSUABLE UPON THE EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE BLUE SKY OR SECURITIES LAWS IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND BLUE SKY LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION, OR AN EXEMPTION FROM THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH ACT OR LAWS.
PUREBASE CORPORATION
OPTION AGREEMENT
Section 1. Definitions.
Capitalized terms used herein shall have the meanings set forth below.
“Agreement” shall mean this Option Agreement.
“Company” shall mean Purebase Corporation, a Nevada corporation.
“Date of Grant” shall mean the date specified in the Notice of Option Grant.
“Grantee” or “Optionee” means the individual named in the Notice of Option Grant attached to this Agreement.
“Notice of Option Grant” means the Notice of Option Grant dated the date hereof granted to the Grantee.
“Securities Act” shall mean the Securities Act of 1933, as amended.
“Shares” or “Stock” shall mean the Common Stock of the Company.
“Transfer” shall mean any direct or indirect sale, assignment, transfer, gift, pledge, encumbrance or other disposition.
Section 2. Grant of Option.
Subject to the terms and conditions set forth in the Notice of Option Grant and this Agreement, the Company hereby grants to the Grantee the option to purchase the number of Shares indicated in the Notice of Option Grant. The grant to the Grantee is personal and cannot be Transferred without the prior written consent of the Company.
Section 3. Right to Exercise.
3.1 Subject to the other provisions contained in this Agreement and the Notice of Option Grant, the option may be exercised at any time by delivery of notice to the Company and payment of the applicable exercise price. The Grantee or the Grantee’s authorized representative may exercise this option by giving written notice to the Company. The notice shall be signed by the person exercising this option and if the option is being exercised by the representative of the Grantee, the notice shall be accompanied by proof satisfactory to the Company of the representative’s right to exercise this option.
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3.2 In the event that the Company determines that it is required to withhold any tax as a result of the exercise of this option, the Grantee, as a condition to the exercise of this option, shall make arrangements satisfactory to the Company to enable it to satisfy all federal, state and local withholding requirements. The Optionee shall also make arrangements satisfactory to the Company to enable it to satisfy any withholding requirements that may arise in connection with the vesting or disposition of Shares issued in connection with exercising this option.
Section 4. Representations and Warranties.
Recognizing that the Company will be relying on the information and on the representations and warranties set forth herein, the Grantee hereby acknowledges, represents and warrants to, and agrees with, the Company to the representations and warranties set forth below, which shall be true and correct as of the date hereof and upon each date that the Grantee exercises the option.
(a) I represent and warrant that I am acquiring and will hold the option and the Shares received upon exercise of such option for investment for my account only, and not with a view to, or for resale in connection with, any “distribution” of the option and the Shares within the meaning of the Securities Act.
(b) I understand that the option and the Shares have not been registered under the Securities Act or any state securities laws by reason of a specific exemption therefrom and that the option and the Shares must be held indefinitely, unless they are subsequently registered under the Securities Act or I obtain an opinion of counsel (in form and substance satisfactory to the Company and its counsel) that registration is not required.
(c) I acknowledge that the Company is under no obligation to register the option or the Shares subject to the Option.
(d) I am aware of the adoption of Rule 144 by the Securities and Exchange Commission under the Securities Act, which permits limited public resales of securities acquired in a non-public offering, subject to the satisfaction of certain conditions. These conditions include (without limitation) that certain current public information about the issuer is available, that the resale occurs only after the holding period required by Rule 144 has been satisfied, that the sale occurs through an unsolicited “broker’s transaction” and that the amount of securities being sold during any three-month period does not exceed specified limitations.
(e) I will not Transfer or otherwise dispose of the option and the Shares subject thereto in violation of the Securities Act, the Securities Exchange Act of 1934, or the rules promulgated thereunder, including Rule 144 under the Securities Act or any blue sky or state securities laws or regulations.
(f) I acknowledge that I have received and had access to such information as I consider necessary or appropriate for deciding whether to invest in the option and the Shares subject thereto and that I had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the issuance of the option and the Shares subject thereto.
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(g) I am aware that my investment in the Company is speculative and subject to the risk of complete loss.
(h) I acknowledge that I am an “accredited investor”, as such term is defined under the Securities Act.
(i) I acknowledge that I am acquiring the option and the Shares subject thereto to all the terms of the Notice of Grant and this Agreement.
Section 5. Miscellaneous.
5.1 This Agreement and the rights and obligations hereunder are not transferable or assignable by the Grantee.
5.2 This Agreement and the rights, powers and duties set forth herein shall be binding upon and inure to the benefit of the heirs, executors, administrators, successors, legal representatives and permitted successors and assigns of the parties hereto.
5.3 Neither this Agreement nor any provisions hereof shall be waived, modified, discharged or terminated except by an instrument in writing signed by the party against whom any such waiver, modification, discharge or termination is sought.
5.4 Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be mailed by certified mail, return receipt requested, nationally recognized overnight delivery service or by hand to (a) the Optionee at his address on the books of the Company, and (b) to the Company, at its principal address. Any notice or other communications given by certified mail shall be deemed given at the time of certification thereof, except for a notice changing a party’s address, which shall be deemed given at the time of receipt thereof.
5.5 This Agreement shall be deemed to have been made under, and shall be governed by, and construed in accordance with, the substantive laws of the State of Nevada (excluding the law thereof which requires the application of or reference to the law of any other jurisdiction).
5.6 This Agreement, may be signed in counterparts and by facsimile or other electronic means, each of which shall be an original, and both of which shall together constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of September 13, 2023.
| PUREBASE CORPORATION | ||
| By: | /s/ A.Scott Dockter | |
| Name: | A. Scott Dockter | |
| Title: | Chief Executive Officer | |
| GRANTEE: | ||
| /s/ Brady Barto | ||
| Brady Barto | ||
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PUREBASE CORPORATION
NOTICE OF OPTION GRANT
Purebase Corporation (the “Company”) is pleased to advise you that pursuant to the attached Option Agreement you have been granted the following options to purchase shares of common stock of the Company:
| Name of Grantee: | Brady Barto |
| Number of Shares: | 200,000 |
| Date of Grant: | September 11, 2023 |
| Exercise Price: | $0.15 |
| Expiration Date: | September 11, 2028 |
| Vesting Schedule: | All options granted hereunder shall be immediately exercisable. |
By your signature and the signature of the Company, you and the Company agree that this option is granted under and governed by the terms and conditions of the Option Agreement, which is attached to and made a part of this document.
| GRANTEE: | PUREBASE CORPORATION | |||
| /s/ Brady Barto | By: | /s/ A.Scott Dockter | ||
| Name: | Brady Barto | Name: | A. Scott Dockter | |
| Title: | Chief Executive Officer | |||
Address:
2461 Crestview Drive
Newport Beach, CA 92663
Cell: (949) 232-5979
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Exhibit 99.1
Purebase Corporation welcomes new director, Brady Barto
IONE, CA, September 12, 2023 - Purebase Corporation (OTCPK: PUBC), (“Purebase”) a diversified mineral resource company, headquartered in Ione, California. Effective September 11, 2023, Purebase Corporation welcomes Brady Barto to its Board of Directors who comes from Signal Hill Petroleum where he currently holds the position of Exploration Manager and has been with the company for over eighteen years. Mr. Barto also is a Planning Commissioner for the City of Newport Beach and holds a degree in Business Administration (B.B.A.), Entrepreneurship/Entrepreneurial studies from Chapman University.
Barto’s addition to the Board of Directors demonstrates Purebase Corporation’s desire to have proven leadership to guide the Company forward. Barto stated, “I am excited to join the Board of Directors at Purebase Corporation. The company’s innovative approach to low carbon cement via metakaolin represents a crucial step in sustainable construction practices. I believe my expertise in exploration and sustainability will complement the Board’s existing skills and contribute to Purebase’s long-term success.”.)
Scott Dockter, Purebase Corporation’s CEO, added “Brady brings a wealth of experience to our organization, and I expect him to make an immediate impact on our operations. As we navigate through the opportunities in front of us, Brady will help us direct the best transactions. He is a great asset for our organization and will help strengthen our Board.”
About Purebase Corporation
Purebase Corporation (OTCPK:PUBC) is a diversified resource company that acquires, develops, and markets minerals for use in agriculture, construction, and other specialty industries.
Safe Harbor
This press release contains statements, which may constitute “forward-looking statements”. Those statements include statements regarding the intent, belief, or current plans or expectations of Purebase Corporation and members of its management team as well as the assumptions on which such statements are based. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those contemplated by such forward-looking statements. Risks and other important factors concerning Purebase’s business are described in the Company’s Annual Report on Form 10-K for the year ended November 30, 2022, and other periodic and current reports filed with the Securities and Exchange Commission. The Company is under no obligation to, and expressly disclaims any such obligation to update its forward-looking statements, whether as a result of new information, future events or otherwise.
Investor Contacts
Emily Tirapelle - Purebase Corporation | [email protected].