10-Q

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Forthe Quarterly Period Ended: February 28, 2022

or

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For

the Transition Period from _________ to _________

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Commission

file number: 000-55517

PUREBASE

CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	27-2060863
(State or other Jurisdiction of<br><br> <br>Incorporation or Organization)	(I.R.S. Employer<br><br> <br>Identification No.)
8631 State Highway 124<br><br> <br>Ione, California	95640
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(Address<br> of Principal Executive Offices)	(Zip<br> Code)

(209)274-9143

(Registrant’s telephone number, including area code)

N/A

(Former address)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large<br> accelerated filer	☐	Accelerated<br> filer	☐
Non-accelerated<br> filer	☒	Smaller<br> reporting company	☒
		Emerging<br> 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: ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒.

As

of April 14, 2022, there were 239,122,406 shares of the registrant’s common stock outstanding.

PUREBASE

CORPORATION AND SUBSIDIARIES

FOR

THE QUARTERLY PERIOD ENDED FEBRUARY 28, 2022

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		Page
PART I. FINANCIAL INFORMATION
ITEM<br> 1.	Financial Statements (unaudited)	3
	Condensed Consolidated Balance Sheets as of February 28, 2022 and November 30, 2021	3
	Condensed Consolidated Statements of Operations for the Three Months Ended February 28, 2022 and February 28, 2021	4
	Condensed Consolidated Statement of Changes in Stockholders’ Deficit for the Three Months Ended February 28, 2022 and February 28, 2021	5
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended February 28, 2022 and February 28, 2021	6
	Notes to Condensed Consolidated Financial Statements	7
ITEM<br> 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
ITEM<br> 3.	Quantitative and Qualitative Disclosures about Market Risk	25
ITEM<br> 4.	Controls and Procedures	25
PART II. OTHER INFORMATION
ITEM<br> 1.	Legal Proceedings	26
ITEM<br> 1A.	Risk Factors	27
ITEM<br> 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
ITEM<br> 3.	Defaults Upon Senior Securities	27
ITEM<br> 4.	Mine Safety Disclosures	27
ITEM<br> 5.	Other Information	27
ITEM<br> 6.	Exhibits	27
SIGNATURES		28

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PUREBASE

CORPORATION AND SUBSIDIARIES

CONDENSED

CONSOLIDATED BALANCE SHEETS

(Unaudited)

			November 30,
			2021
ASSETS
Current Assets:
Cash and cash equivalents	10,765		$	132,309
Accounts receivable, net of allowances for uncollectables of - and 18,277, respectively	2,000			2,000
Prepaid expenses and other assets	13,064			4,594
Total Current Assets	25,829			138,903
Property and equipment, net	620,000			620,000
Right of use asset	11,374			15,639
Total Assets	657,203		$	774,542
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	190,788		$	156,616
Settlement liability	400,000			400,000
Lease liability	11,778			16,095
Note payable to officer	58,716			58,716
Due to affiliated entities	849,343			729,059
Convertible notes payable - related party, net of discount of - and 5,329, respectively	1,000,000			994,671
Notes payable, related party	25,000			25,000
Total Current Liabilities	2,535,625			2,380,157
Convertible notes payable - related party, net of current portion, and net of discount of -	579,769			579,769
Total Liabilities	3,115,394			2,959,926
Commitments and Contingencies (Note 8)	-			-
Stockholders’ Deficit:
Preferred stock, .001 par value; 10,000,000 shares authorized; 0 and 0 shares issued and outstanding, respectively	-			-
Common stock, .001 par value; 520,000,000 shares authorized; 215,380,751 and 215,380,751 shares issued and outstanding, at February 28, 2022 and November 30, 2021, respectively	144,977			144,977
Additional paid in capital	29,680,601			18,730,863
Accumulated deficit	(32,283,769	)		(21,061,224	)
Total Stockholders’ Deficit	(2,458,191	)		(2,185,384	)
Total Liabilities and Stockholders’ Deficit	657,203		$	774,542

All values are in US Dollars.

The

accompanying notes are an integral part of these condensed consolidated financial statements

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PUREBASE

CORPORATION AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended
	February 28, 2022			February 28, 2021
Revenue, net	$	-		$	-
Operating Expenses:
Selling, general and administrative		11,200,401			220,926
Product fulfillment		3,252			2,114
Total Operating Expenses		11,203,653			223,040
Loss From Operations		(11,203,653	)		(223,040	)
Other Income (Expense):
Other income		2,007			-
Interest expense		(20,898	)		(14,960	)
Total Other Income (Expense)		(18,891	)		(14,960	)
Net Loss	$	(11,222,544	)	$	(238,000	)
Loss per Common Share - Basic and Diluted	$	(0.05	)	$	(0.00	)
Weighted Average Shares Outstanding - Basic and Diluted		215,380,751			214,950,741

The

accompanying notes are an integral part of these condensed consolidated financial statements

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PUREBASE

CORPORATION AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR

THE THREE MONTHS ENDED FEBRUARY 28, 2022 AND 2021

(UNAUDITED)

	Preferred Stock				Common Stock				Additional Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance at November 30, 2020		-	$	-		214,950,741	$	144,547	$	11,307,806	$	(12,754,027	)	$	(1,301,674	)
Stock based compensation		-		-		-		-		10,688		-			10,688
Net loss		-		-		-		-		-		(238,000	)		(238,000	)
Balance at February 28, 2021		-	$	-		214,950,741	$	144,547	$	11,318,494	$	(12,992,027	)	$	(1,528,986	)
Balance at November 30, 2021		-		-		215,380,751		144,977		18,730,863		(21,061,224	)		(2,185,384	)
Stock based compensation - shares		-		-		-		-		10,949,738		-			10,949,738
Net loss		-		-		-		-		-		(11,222,544	)		(11,222,544	)
Balance as of February 28, 2022		-	$	-		215,380,751	$	144,977	$	29,680,601	$	(32,283,769	)	$	(2,458,191	)

The

accompanying notes are an integral part of these condensed consolidated financial statements

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PUREBASE

CORPORATION AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

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	For the Three Months Ended
	February 28, 2022			February 28, 2021
Cash Flows From Operating Activities:
Net loss	$	(11,222,544	)	$	(238,000	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		10,949,738			10,688
Loss on impairment of mineral rights		-			-
Amortization of debt discount		5,329			10,768
Settlement liability		-			-
Non-cash effect of right of use asset		(52	)		293
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(8,470	)		1,688
Accounts payable and accrued expenses		36,455			(24,224	)
Net Cash Used In Operating Activities		(239,544	)		(238,787	)
Net Cash Used In Investing Activities		-			-
Cash Flows From Financing Activities:
Advances from related parties		118,000			242,077
Payments on notes due to officers		-			(5,600	)
Net Cash Provided By Financing Activities		118,000			236,477
Net Increase In Cash		(121,544	)		(2,310	)
Cash - Beginning of Period		132,309			7,450
Cash - End of Period	$	10,765		$	5,140
Supplemental Cash Flow Information:
Cash paid for:
Noncash investing and financing activities:
Vendors paid for on behalf of the Company by USMC	$	(2,284	)	$	-
Due to affiliates exchanged for convertible debt	$	-		$	822,000

The

accompanying notes are an integral part of these condensed consolidated financial statements

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PUREBASE

CORPORATION AND SUBSIDIARIES

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note

1 – ORGANIZATION AND BUSINESS OPERATIONS

CorporateHistory

The Company was incorporated in the State of Nevada on March 2, 2010, under the name Port of Call Online, Inc. to create a web-based service that would offer boaters an easy, convenient, fun, easy to use, online resource to help them plan and organize their boating trips. Pursuant to a corporate reorganization consummated on December 23, 2014, the Company changed its business focus to the identification, acquisition, exploration, development and full-scale exploitation of industrial and natural mineral properties in the United States for the development of products for the construction and agriculture markets. In line with this business focus, the Company changed its name to PureBase Corporation in January 2015.

The Company is headquartered in Ione, California.

BusinessOverview

The Company, through its two divisions, Purebase Ag and Purebase SCM, is engaged in the agricultural and construction-materials sectors. In the agricultural sector, the Company’s business is to develop specialized fertilizers, sun protectants, soil amendments, and bio-stimulants for organic and non-organic sustainable agriculture.

In the construction sector, the Company’s focus since 2020 has been to develop and test a kaolin-based product that will help create a lower CO2-emitting concrete (through the use of high-quality supplementary cementitious materials (“SCM’s”.)) The Company is developing a SCM that it believes can potentially replace up to 40% of cement, the most polluting part of concrete. As government agencies continue to enact stricter requirements for less-polluting forms of concrete, the Company believes there are significant opportunities for high-quality SCM products in the construction-materials sector.

In the agricultural sector, the Company has developed and will seek to develop additional products derived from mineralized materials of leonardite, kaolin clay, laterite, and other natural minerals. These mineral and soil amendments are used to protect crops, plants and fruits from the sun and winter damage, to provide nutrients to plants, and to improve dormancy and soil ecology to help farmers increase the yields of their harvests.

The Company is building a brand family under the parent trade name “Purebase,” consisting of its Purebase Shade Advantage WP product, a kaolin-clay based sun protectant for crops. It is also involved in the early testing of soil amendment products based on humic and fulvic acids derived from leonardite. Other agricultural products are in the development stage.

The Company utilizes the services of US Mine Corporation (“USMC”), a Nevada corporation, and a significant shareholder of the Company for the development and contract mining of industrial mineral and metal projects throughout North America, exploration drilling, preparation of feasibility studies, mine modeling, on-site construction, production, site reclamation and for product fulfillment. Exploration services include securing necessary permits, environmental compliance, and reclamation plans. In addition, a substantial portion of the minerals to be utilized by the Company is obtained from properties owned or controlled by USMC. A. Scott Dockter and John Bremer are officers, directors, and owners of USMC.

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NOTE

2 – GOING CONCERN AND LIQUIDITY

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The

accompanying unaudited condensed consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. At February 28, 2022, the Company had a significant accumulated deficit of approximately $32,283,769 and working capital deficit of approximately $2,509,796. For the three months ended February 28, 2022, the Company had a loss from operations of approximately $11,222,544 and negative cash flows from operations of approximately $239,544. The Company’s operating activities consume the majority of its cash resources. The Company anticipates that it will continue to incur operating losses as it executes its development plans for 2022, as well as other potential strategic and business development initiatives. In addition, the Company has had and expects to have negative cash flows from operations, at least into the near future. The Company has previously funded, and plans to continue funding, these losses primarily with additional infusions of cash from advances from an affiliate, the sale of equity, and convertible notes. The accompanying consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

The Company’s plan, through the continued promotion of its services to existing and potential customers, is to generate sufficient revenues to cover its anticipated expenses. The Company is currently exploring several options to meet its short-term cash requirements, including issuances of equity securities or equity-linked securities from third parties.

Although no assurances can be given as to the Company’s ability to deliver on its revenue plans or that unforeseen expenses may arise, management currently believes that the revenue to be generated from operations together with equity and debt financing will provide the necessary funding for the Company to continue as a going concern. However, there currently are no arrangements or agreements for such financing and management cannot guarantee any potential debt or equity financing will be available, or if available, on favorable terms. As such, these matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issue date of this report. If adequate funds are not available on acceptable terms, or at all, the Company will need to curtail operations, or cease operations completely.

NOTE

3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basisof Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) including Form 10-Q and Regulation S-X. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments, unless otherwise indicated) which are, in the opinion of management, necessary to fairly state the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted pursuant to such rules and regulations. These financial statements and the information included under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the audited financial statements and explanatory notes for the year ended November 30, 2021 in our Form 10-K filed on March 15, 2022 with the SEC. The results of the three months ended February 28, 2022 (unaudited) are not necessarily indicative of the results to be expected for the full year ending November 30, 2022.

Principlesof Consolidation

These unaudited condensed consolidated financial statements include the accounts of the Company and wholly-owned subsidiaries PureBase AG and USAM. Intercompany accounts and transactions have been eliminated upon consolidation.

Useof Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and equity-based transactions at the date of the financial statements and the revenues and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

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The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the unaudited condensed consolidated financial statements. Significant estimates include the allowance for doubtful accounts, useful lives of property and equipment, deferred tax asset and valuation allowance, assumptions used in Black-Scholes-Merton, or BSM, valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate.

Revenue

The Company derives revenues from the sale of its agricultural products. The Company’s contracted transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s contracts have a single performance obligation which are not separately identifiable from other promises in the contracts and is, therefore, not distinct. The Company’s performance obligation is satisfied upon the transfer of risk of loss to the customer.

Cash

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. There were no cash equivalents as of February 28, 2022 and November 30, 2021.

AccountReceivable

The

Company periodically assesses its accounts and other receivables for collectability on a specific identification basis. If collectability of an account becomes unlikely, an allowance is recorded for that doubtful account. The Company has determined that there was no allowance for doubtful accounts as of February 28, 2022, and an allowance of $18,277 was necessary as of November 30, 2021.

Propertyand Equipment

Property and equipment are recorded at cost. Depreciation is computed using straight-line method over the estimated useful lives of the related assets, generally three to five years. Expenditures that enhance the useful lives of the assets are capitalized and depreciated.

SCHEDULE OF ESTIMATED USEFUL LIFE OF PROPERTY AND EQUIPMENT

Equipment	3-5<br> years
Autos<br> and trucks	5<br> years

Maintenance

and repairs are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations. The Company currently has $620,000 in property and equipment that it acquired on May 1, 2020. As of February 28, 2022, the Company has not put the acquired property and equipment to use. As such, the Company has not recorded depreciation.

Impairmentof Long-Lived Assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. No impairment losses were recorded during the three months ended February 28, 2022 and February 28, 2021.

Shippingand Handling

The Company incurs shipping and handling costs which are charged back to the customer. There were no shipping and handling costs incurred during the three months ended February 28, 2022 and February 28, 2021.

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Advertisingand Marketing Costs

The

Company expenses advertising and marketing costs as they are incurred. Advertising and marketing expenses were $12,040 and $16,000 for the three months ended February 28, 2022 and February 28, 2021, respectively, and are recorded in selling, general and administrative expenses on the statement of operations.

FairValue Measurements

As defined in ASC 820, “Fair Value Measurements and Disclosures,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement.

Level<br> 1:	Quoted<br> prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in<br> which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing<br> basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed<br> equities.
Level<br> 2:	Pricing<br> inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as<br> of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies.<br> These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities,<br> time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant<br> economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument,<br> can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.<br> Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options<br> and collars.
Level<br> 3:	Pricing<br> inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally<br> developed methodologies that result in management’s best estimate of fair value.

FairValue of Financial Instruments

The carrying value of cash, accounts receivable, accounts payable and accrued expenses approximate their fair values based on the short-term maturity of these instruments. The carrying amount of notes approximates the estimated fair value for these financial instruments as management believes that such notes constitute substantially all of the Company’s debt and interest payable on the notes approximates the Company’s incremental borrowing rate.

NetLoss Per Common Share

Net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding during the year. All outstanding options are considered potential common stock. The dilutive effect, if any, of stock options are calculated using the treasury stock method. All outstanding convertible notes are considered common stock at the beginning of the period or at the time of issuance, if later, pursuant to the if-converted method. Since the effect of common stock equivalents is anti-dilutive with respect to losses, the options have been excluded from the Company’s computation of net loss per share of common stock for the three months ended February 28, 2022 and February 28, 2021.

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The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss position even though the exercise price could be less than the average market price of the common stock:

SCHEDULE OF OUTSTANDING SHARES EXCLUDED FROM DILUTED LOSS PER SHARE

	Three Months Ended
	February 28, 2022		February 28, 2021
Convertible Notes		6,250,000		6,250,000
Stock Options		1,595,000		1,345,000
Total		7,815,000		7,595,000

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Stock-BasedCompensation

The Company applies the provisions of ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, including employee stock options, in the statements of operations.

For stock options issued to employees and members of the Company’s Board of Directors (the “Board”) for their services, the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the Common Stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the Common Stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised.

Pursuant to ASU 2018-07 Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, the Company accounts for stock options issued to non-employees for their services in accordance ASC 718. The Company uses valuation methods and assumptions to value the stock options that are in line with the process for valuing employee stock options noted above.

Leases

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With the adoption of ASC 842, operating lease agreements are required to be recognized on the balance sheet as Right-of-Use (“ROU”) assets and corresponding lease liabilities. Right-of-use (“ROU”) assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The lease terms may include options to extend or terminate the lease if it is reasonably certain that we will exercise that option.

Leases

in which our company is the lessee are comprised of corporate offices. All of the leases are classified as operating leases. The Company is a party to a two-year lease, with USMC, a related party, for 1,000 square feet of space located in Ione, California (the “Ione Lease”) with respect to its corporate operations (See Note 10). The Ione Lease expires in November 2022 (subject to automatic extensions on a month-to-month basis) and has a monthly base rental during the initial term of $1,500. The remaining weighted average term is .67 years.

In accordance with ASC 842, Leases, we recognized a ROU asset and corresponding lease liability on our consolidated balance sheet for long-term office leases. See Note 7 – Leases for further discussion, including the impact on our consolidated financial statements and related disclosures.

IncomeTaxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

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The Company utilizes ASC 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.

For uncertain tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the consolidated financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the consolidated statements of operations.

RecentAccounting Pronouncements

All other newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company.

NOTE

4 – MINING RIGHTS

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FederalPreference Rights Lease in Esmeralda County NV

This

Preference Rights Lease is granted by the Bureau of Land Management (“BLM”) covering approximately 2,500 acres of land located in the Mount Diablo Meridian area of Nevada. Contained in the leased property is the Chimney 1 Potassium/Sulfur Deposit which consists of 15.5 acres of land fully permitted for mining operation which is situated within the 2,500 acres held by the Company. All rights and obligations under the Preference Rights Lease have been assigned to the Company by USMC. These rights were initially recorded at their cost of $200,000. At November 30, 2020, the Company fully impaired the asset. This lease requires a payment of $7,503 per year to the BLM.

SnowWhite Mine located in San Bernardino County, CA – Deposit

On

November 28, 2014 US Mining and Minerals Corporation entered into a Purchase Agreement in which it agreed to sell its fee simple property interest and certain mining claims to USMC. In contemplation of the Plan and Agreement of Reorganization, on December 1, 2014, USMC, a related party, assigned its rights and obligations under the Purchase Agreement to the Company pursuant to an Assignment of Purchase Agreement. As a result of the Assignment, the Company assumed the purchaser position under the Purchase Agreement. The Purchase Agreement involves the sale of approximately 280 acres of mining property containing 5 placer mining claims known as the Snow White Mine located near Barstow, California in San Bernardino County. The property is covered by a Conditional Use Permit allowing the mining of the property and a Plan of Operation and Reclamation Plan has been approved by San Bernardino County and the BLM. An initial deposit of $50,000 was paid to escrow, and the Purchase Agreement required the payment of an additional $600,000 at the end of the escrow period. There was a delay in the original seller, Joseph Richard Matthewson, receiving a clear title to the property and a fully permitted project, both of which were conditions to closing. In light of the foregoing, and the payment of an additional $25,000, the parties agreed to extend the closing. Due to delays in the Company securing the necessary funding to close the purchase of the Snow White Mine property, John Bremer, a shareholder and a director of the Company, paid $575,000 to acquire the property on or about October 15, 2015. Mr. Bremer will transfer title to the Company when the Company pays Mr. Bremer $575,000 plus expenses, however, the Company is under no obligation to do so. The mining claims require a minimum royalty payment of $3,500 per year to be made by the Company.

During

the year ended November 30, 2017, USMC, agreed to offset the $75,000 deposit against money owed to USMC. As a result, the purchase price is $650,000 plus expenses. Mr. Bremer has not restricted the Company from continuing its exploration on or access to the Snow White mine property.

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On September 5, 2019, the Board approved the discontinuance of all mining and related activities at the Snow White project. The Company has no further obligation related to this project.

On

April 1, 2020, the Company entered into a purchase and sale agreement with the Bremer Family 1995 Living Trust, a related party of the Company, pursuant to which the Company will purchase the Snow White Mine for $836,000 (the “Purchase Price”). The Purchase Price plus 5% interest is payable in full in cash at the closing which must occur at any time before April 1, 2022. (the “Closing Date”). On April 14, 2022, the agreement was amended to extend the Closing Date to April 14, 2023.

NOTE

5 – NOTES PAYABLE

BayshoreCapital Advisors, LLC

On February 26, 2016, the Company issued a promissory note to Bayshore Capital Advisors, LLC, an affiliate through common ownership of a 10% major shareholder of the Company, for $25,000 for working capital at an interest rate of 6% per annum. The note was payable August 26, 2016, or when the Company closes a bridge financing, whichever occurs first. The Company is in default on this note at February 28, 2022. The balance on the note was $

25,000

as of February 28, 2022 and November 30, 2021 (see Note 10). Total interest expense on the note was $

370

for the three months ended February 28, 2022 and February 29, 2021.

A.Scott Dockter – President and Chief Executive Officer

On

August 31, 2017, the Company issued a note in the amount of $197,096 to A. Scott Dockter, President, CEO and a director of the Company, to consolidate the total amounts due to Mr. Dockter. The note to Mr. Dockter bears interest at 6% and is due upon demand. During the three months ended February 28, 2022, the Company did not make repayments towards the outstanding balance of the note. The balance on the note was $58,716 as of February 28, 2022 and November 30, 2021 (See Note 10). Total interest expense on the note was $869 and $1,868 for the three months ended February 28, 2022 and February 28, 2021, respectively.

ConvertiblePromissory Notes – USMC

December1, 2019

On

December 1, 2019, in connection with the September 26, 2019, securities purchase agreement with USMC, a related party, (See Note 10), the Company issued a convertible promissory note in the amount of $20,000 to USMC, with a maturity date of December 31, 2021 (“Tranche #1”). The note bears interest at 5

%

per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock, $0.001

par value, at any time at the option of the holder,

at a conversion price of $0.16 per share. On April 7, 2022, the December 1, 2019 note was amended to extend the maturity date to April 30, 2022

. Thereafter, on April 7,

2022, USMC converted the outstanding principal balance of $20,000 of the December 1, 2019 note, plus accrued interest totaling $2,351

through such date, into 139,692

shares of the Company’s common stock.

The

issuance of Tranche #1 resulted in a discount from the beneficial conversion feature totaling $20,000. Total straight-line amortization of this discount totaled $815 and $2,365 during the three months ended February 28, 2022 and February 28, 2021, respectively. Total interest expense on Tranche #1 was approximately $250 for the three months ended February 28, 2022 and February 28, 2021.

January1, 2020

On

January 1, 2020, in connection with the September 26, 2019, securities purchase agreement with USMC, a related party, (See Note 10), the Company issued a convertible promissory note in the amount of $86,000 to USMC, with a maturity date of January 1, 2022 (“Tranche #2”). The note bears interest at 5

%

per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock, $0.001

par value, at any time at the option of the holder,

at a conversion price of $0.16 per share. On April 7, 2022, the January 1, 2020 note was amended to extend the maturity date to April 30, 2022

. Thereafter, on April 7,

2022, USMC converted the outstanding principal balance of $86,000 of the January 1, 2020 note, plus accrued interest totaling $9,743

through such date, into 598,392

shares of the Company’s common stock.

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The

issuance of Tranche #2 resulted in a discount from the beneficial conversion feature totaling $32,250. Total straight-line amortization of this discount totaled $1,412 and $3,971 for the three months ended February 28, 2022 and February 28, 2021, respectively. Total interest expense on Tranche #2 was approximately $1,060 for the three months ended February 28, 2022 and February 28, 2021, respectively.

February1, 2020

On

February 1, 2020, in connection with the September 26, 2019, securities purchase agreement with USMC, a related party, (See Note 10), the Company issued a convertible promissory note in the amount of $72,000 to USMC, with a maturity date of February 1, 2022 (“Tranche #3”). The note bears interest at 5

%

per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock, $0.001

par value, at any time at the option of the holder,

at a conversion price of $0.16 per share. On April 7, 2022, the February 1, 2020 note was amended to extend the maturity date to April 30, 2022

. Thereafter, on April 7,

2022, USMC converted the outstanding principal balance of $72,000 of the February 1, 2020 note, plus accrued interest totaling $7,851

through such date, into 499,068

shares of the Company’s common stock.

The

issuance of Tranche #3 resulted in a discount from the beneficial conversion feature totaling $36,000. Total straight-line amortization of this discount totaled $3,103 and $4,432 for the three months ended February 28, 2022 and February 28, 2021, respectively. Total interest expense on Tranche #3 was approximately $900 for the three months ended February 28, 2022 and February 28, 2021.

December1, 2020

On

December 1, 2020, in connection with the September 26, 2019 securities purchase agreement with USMC, a related party, (See Note 10), the Company issued a convertible promissory note in the amount of $822,000 to USMC, with a maturity date of November 25, 2022 (“Tranche 4”). The note bears interest at 5

%

per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock at any time at the option of the noteholder, at a conversion price of $0.16

per share. Total interest expense on Tranche

#4 was approximately $10,100

for the three months ended February 28, 2022

and February 28, 2021. On April 7, USMC converted the outstanding principal balance of $822,000 of the December 1, 2020 note, plus accrued interest totaling $55,401

through such date, into 5,483,753

shares of the Company’s common stock.

March17, 2021

On

March 17, 2021, in connection with the March 11, 2021, securities purchase agreement with USMC, a related party (see Note 10), the Company issued a convertible promissory note in the amount of $579,769 to USMC, with a maturity date of March 17, 2023 (“Tranche #5”). The note bears interest at 5

%

per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock at any time at the option of the noteholder, at a conversion price of $0.088

per share. Total interest expense on Tranche

#5 was approximately $7,150

for the three months ended February 28, 2022.

On April 7, USMC converted the outstanding principal balance of $579,769.39 of the March 17, 2021 note, plus accrued interest totaling $30,656

through such date, into 6,936,656

shares of the Company’s common stock.

NOTE

6 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

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Accounts payable and accrued expenses consist of the following amounts:

SCHEDULE

OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

	As of February 28, 2022		As of November 30, 2021
Accounts payable	$	24,547	$	2,647
Accrued interest – related party		147,522		126,806
Accrued compensation		18,719		27,163
Accounts payable and accrued expenses	$	190,788	$	156,616

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NOTE

7 – LEASES

The following table presents net lease cost and other supplemental lease information:

SCHEDULE OF LEASE COST AND OTHER SUPPLEMENTAL LEASE INFORMATION

	ThreeMonths Ended February 28, 2022		ThreeMonths Ended February 28, 2021
Lease cost
Operating lease cost (cost resulting from lease payments)	$	4,500	$	4,500
Short term lease cost		-		-
Sublease income		-		-
Net lease cost	$	4,500	$	4,500
Operating lease – operating cash flows (fixed payments)	$	4,500	$	4,500
Operating lease – operating cash flows (liability reduction)	$	4,317	$	4,107
Non-current leases – right of use assets	$	11,374	$	28,434
Current liabilities – operating lease liabilities	$	11,778	$	15,504
Non-current liabilities – operating lease liabilities	$	-	$	13,223

Future minimum payments under non-cancelable leases for operating leases for the remaining terms of the leases following the three months ended February 28, 2022:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

Fiscal Year	Operating Leases
Remainder of 2022	$	12,000
Total future minimum lease payments		12,000
Amount representing interest		(222	)
Present value of net future minimum lease payments	$	11,778

NOTE

8 – COMMITMENTS AND CONTINGENCIES

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Officeand Rental Property Leases

The Company is using office space provided by USMC, a related party that is owned by the Company’s majority shareholders and directors A. Scott Dockter and John Bremer. (See Note 10).

MineralProperties

The Company’s mineral rights require various annual lease payments (See Note 4).

LegalMatters

On

July 8, 2020, former Chief Financial Officer, Al Calvanico (“Calvanico”), filed a demand for arbitration alleging retaliation, wrongful termination, and demand for a minimum of $600,000 in alleged stock value, plus interest, recovery of past and future wages, attorneys’ fees, and punitive damages (collectively, the “Calvanico Claims”). The Company denied all Calvanico Claims. The Company believes Calvanico is owed nothing because it takes the position that Calvanico was not terminated, but rather, his employment contract expired on September 21, 2019, in accordance with its terms, and was not renewed by Company and because Calvanico never exercised his stock options. On February 14, 2020, the Company requested in writing that Calvanico exercise his stock options within 30 days. Calvanico failed to do so. To date, Calvanico has not exercised his stock options. This dispute is currently in the arbitration discovery phase. An arbitration hearing is scheduled for July 1 and 5-8, 2022 before arbitrator, Scott Silverman in Los Angeles. The Company is in the process of scheduling a mediation to explore a possible settlement.

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On

January 11, 2019, the Company filed a complaint in the Nevada District Court for Washoe County (Case # CV19-00097) against Agregen International Corp (“Agregen”) and Robert Hurtado alleging the misuse of proprietary and confidential information acquired by Mr. Hurtado while employed by the Company as VP of Agricultural Research and Development. Mr. Hurtado was terminated in March 2018 and since that time the Company alleges that he conspired with Agregen to improperly use proprietary and confidential information to compete with the Company which constitute breaches of the non-compete and confidentiality provisions of his employment agreement with the Company. The Company is seeking $100,000,000 in monetary damages. On March 14, 2019, Agregen and Mr. Hurtado filed an answer to the Company’s Complaint that the allegations were false. An Early Case Conference was held on April 26, 2019, and a pre-trial conference was held on July 10, 2019. On March 13, 2020, the Company filed a First Amended Complaint, adding Todd Gauer and John Gingerich as additional defendants. A default has been taken against Mr. Gingerich. Litigation is actively proceeding against Mr. Hurtado, Mr. Gauer, and Agregen. A June 2021 trial date was postponed due to Covid-related delays but was rescheduled to begin during June 2022.

On

March 29, 2019, the Company was served with a complaint filed by Superior Soils Supplements LLC (“Superior Soils”) in the Superior Court of the State of California in and for the County of Kings (Case #19C-0124) relating to 64 truckloads of soil amendments delivered to a customer by the Company on behalf of Superior Soils. Superior Soils alleged that the soil amendments were not labeled correctly requiring the entire shipment of product to be returned to the Company. The complaint alleges breach of contract, misrepresentations, fraudulent concealment and unfair competition. The complaint seeks damages of approximately $300,000. The Company filed its answer on May 6, 2019, denying responsibility for the mis-labelling and denying any liability for damages therefrom. After settlement negotiations were terminated, the matter was set for trial in April 2023.

ContractualMatters

On November 1, 2013, we entered into an agreement with USMC, a related party, in which USMC provides various technical evaluations and mine development services for the Company with regard to the various mining properties/rights owned by the Company. Terms of services and compensation will be determined for each project undertaken by USMC.

On October 12, 2018, the Board approved a material supply agreement with USMC, a related party, pursuant to which USMC will provide designated natural resources to the Company at predetermined prices (see Note 10).

Note

9 – STOCK-BASED COMPENSATION

2017Equity Incentive Plan

On

November 10, 2017 the Board approved the 2017 PureBase Corporation Stock Option Plan which is intended to be a qualified stock option plan (the “Option Plan”). The Board reserved 10,000,000 shares of the Company’s common stock to be issued pursuant to options granted under the Option Plan. The Option Plan was subsequently approved by shareholders on September 28, 2018. As of February 28, 2022, options to purchase an aggregate of 50,000 shares of common stock have been granted under the Option Plan.

The

Company has also granted options to purchase an aggregate of 500,000 shares of common stock pursuant to employment contracts with certain employees prior to the adoption of the Option Plan.

The Company did not grant stock options during the three months ended February 28, 2022 and February 28, 2021.

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Compensation based stock option activity for qualified and unqualified stock options are summarized as follows:

SCHEDULE OF STOCK OPTION ACTIVITY

			Weighted
			Average
	Shares		Exercise Price
Outstanding at November 30, 2021		117,795,000	$	0.39
Granted		-		-
Exercised		-		-
Expired or cancelled		-		-
Outstanding at February 28, 2022		117,795,000		0.39

The following table summarizes information about options to purchase shares of the Company’s common stock outstanding and exercisable at February 28, 2022:

SCHEDULE OF STOCK OPTION SHARES OUTSTANDING AND EXERCISABLE

				Weighted-		Weighted-
				Average		Average
Range of		Outstanding		Remaining Life		Exercise		Number
exercise prices		Options		In Years		Price		Exercisable
$	0.099		400,000		2.39	$	0.099		400,000
	0.10		645,000		3.54		0.10		645,000
	0.12		50,000		6.57		0.12		50,000
	0.36		200,000		4.45		0.36		-
	0.38		116,000,000		6.59		0.38		-
	3.00		500,000		4.01		3.00		500,000
			117,795,000		6.55	$	0.39		1,595,000

The compensation expense attributed to the issuance of the options is recognized as they are vested.

The stock options granted under the Option Plan are exercisable for ten years from the grant date and vest over various terms from the grant date to three years.

Total

compensation expense related to the options was $10,949,738 and $10,687 for the three months ended February 28, 2022 and February 28, 2021, respectively. As of February 28, 2022, there was $21,865,966 in future compensation cost related to non-vested stock options.

The

aggregate intrinsic value totaled $14,313,350 for total outstanding and exercisable options, which was based on our estimated fair value of the common stock of $0.51 as of February 28, 2022, which is the aggregate fair value of the common stock that would have been received by the option holders had all option holders exercised their options as of that date, net of the aggregate exercise price.

NOTE

10 – RELATED PARTY TRANSACTIONS

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BayshoreCapital Advisors, LLC

On February 26, 2016, the Company issued a promissory note in the principal amount of $25,000 with an interest rate of 6% per annum to Bayshore Capital Advisors, LLC, an affiliate through common ownership of a 10% shareholder of the Company for working capital purposes. The note was payable August 26, 2016, or when the Company closes a bridge financing, whichever occurs first. The Company is in default on this note at February 28, 2022.

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USMine Corporation

The

Company entered into a contract mining agreement with USMC, a company owned by the majority stockholders of the Company, A. Scott Dockter and John Bremer, pursuant to which USMC provides various technical evaluations and mine development services to the Company. During the three months ended February 28, 2022 and 2021, the Company did not make any purchased from USMC. No services were rendered by USMC for the three months ended February, 2022 and 2021. In addition, during the three months ended February 28, 2022 and 2021, USMC paid $2,284 and $0, respectively, of expenses to the Company’s vendors and creditors on behalf of the Company and also made cash advances to the Company of $118,000 and $242,077, respectively, which are recorded as part of due to affiliates on the Company’s unaudited consolidated balance sheets. The amounts owed for services rendered, expenses paid on behalf of the Company, and cash advances were converted into the Company’s common stock pursuant to the September 5, 2019, Debt Exchange Agreement (See Note 5). The balance due to USMC was $849,343 and $729,059 at February 28, 2022 and November 30, 2021, respectively.

On

September 26, 2019, the Company entered into a securities purchase agreement with USMC pursuant to which USMC may purchase up to $1,000,000 of the Company’s 5%

unsecured convertible two-year promissory notes

in one or more closings. The notes are convertible into the Company’s common stock at a conversion price of $0.16

per share. As of February 28, 2022, USMC has

purchased notes totaling $1,000,000 with maturity dates ranging from December 1, 2021, through November 25, 2022

(see Note 5).

Interest expense on these notes totaled $12,329

for the three months ended February 28, 2022

and 2021, and is recorded as part of accrued expenses on the consolidated balance sheets. On April 7, 2022, the December 1, 2019, January 1, 2020 and February 1, 2020 notes were amended to extend the maturity dates of all such notes to April 30, 2022. Thereafter, on April 7, 2022, USMC converted the aggregate outstanding principal balance of $1,000,000 of the December 1, 2019, January 1, 2020, February 1, 2020 and December 1, 2020 notes, plus accrued interest totaling $75,346

through such date, into 6,720,906

shares of the Company’s common stock.

On

November 25, 2020, the Company entered a securities purchase agreement with USMC pursuant to which USMC may purchase up to $2,000,000 of the Company’s 5%

unsecured two-year promissory notes in one or

more closings. The notes are convertible into the Company’s common stock at a conversion price of $0.088

per share. As of February 28, 2022, USMC has

purchased notes totaling $1,579,769 with a maturity date of March 17, 2023

(see Note 5). Interest expense on these

notes totaled $19,477

for the three months ended February 28, 2022

and is recorded as part of accrued expenses on the consolidated balance sheets. On March 14, 2022, in connection with the November 25, 2020, securities purchase agreement with USMC, a related party, the Company issued a convertible promissory note in the amount of $884,492 .28 to USMC, with a maturity date of March 14, 2024. The note bears interest at 5

%

per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock, at any time at the option of the Holder, at a conversion price of $0.088 per share.

On April 7, 2022 USMC converted the aggregate outstanding principal balance of $1,464,337 of the November 25,

2020 note and March 14, 2022 note, plus accrued interest totaling $33,564

through such date, into 17,020,749

shares of the Company’s common stock.

On April 7, 2022, the Company

entered into a securities purchase agreement with USMC, effective March 23, 2022, pursuant to which USMC may purchase up to $1,000,000 of the Company’s 5% unsecured convertible two-year promissory notes in one or more closings. The notes are convertible into the Company’s common stock at a conversion price of $0.39 per share.

The

outstanding balance due on the above notes to USMC was $1,579,769 at February 28, 2022 and November 30, 2021.

On

April 22, 2020, the Company entered into a Material Supply Agreement (the “Supply Agreement”) with USMC which amended the prior Materials Supply Agreement entered into on October 12, 2018. All kaolin clay purchased by the Company from USMC under the Supply Agreement must be used exclusively for agricultural products and supplementary cementitious materials. Under the terms of the Supply Agreement, the Company will pay $25 per ton for the kaolin clay for supplementary cementitious materials and $145 per ton for bagged products for clay for agriculture (in each case plus an additional $5 royalty fee per ton). The Supply Agreement also provides that if USMC provides pricing to any other customer which is more favorable than that provided to the Company, USMC will adjust the cost to the Company to conform to the more favorable terms. The initial term of the Agreement is three years, which automatically renews for three successive one-year terms, unless either party provides notice of termination at least sixty days prior to the end of the then current term. Either party has the right to terminate the Agreement for a material breach which is not cured within 90 days.

USMine LLC

On May 27, 2021, the Company entered into the Extraction Agreement with US Mine LLC, pursuant to which the Company acquired the right to extract up to 100,000,000 of certain raw clay materials. The Extraction Agreement is effective until 100,000,000 tons of material are extracted. As compensation for such right the Company issued a ten-year convertible promissory note in the principal amount of $50,000,000 to US Mine, LLC (the “US Mine Note”). The US Mine Note bears interest at the rate of 2.5% per annum which is payable upon maturity. Amounts due under the US Mine Note may be converted into shares of the Company’s common stock at the option of the noteholder, at a conversion price of $0.43 per share. The noteholder may convert (i) up to 50% of the outstanding balance on or after such date as the Company’s common stock is listed for trading on any national securities exchange, (ii) up to an additional 25% of the outstanding balance on or after the six-month anniversary of such initial trading date, and (iii) the remaining 25% on or after the twelve-month anniversary of such initial trading date. In addition, the Company will pay US Mine LLC a royalty fee of $5.00 per ton of materials extracted and any royalty not paid in a timely manner with be subject to 15% interest per annum and compounded monthly.

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On

October 6, 2021, and prior to consummation of activities under the Extraction Agreement, the Company and US Mine executed an amendment to the Extraction Agreement (the “Amendment”). Pursuant to the Amendment, the Note was cancelled and an option to purchase an aggregate of 116,000,000

shares of the Company’s common stock at

an exercise price of $0.38

per share until April 6, 2028, was issued to

US Mine LLC as compensation. Shares subject to the option vest as to 58,000,000

shares on April 6, 2022, 29,000,000

shares on October 6, 2022, and 29,000,000

shares on April 6, 2023. For the three months

ended February 28, 2022 the Company expensed $10,917,826 in stock-based compensation expense related to the issuance of the option on October 16, 2021 to US Mine LLC under the extraction agreement.

Leases

On October 1, 2020 the Company entered into a two-year lease agreement for its office space with USMC with a monthly rent of $1,500 (See Note 7).

Transactionswith Officers

On

August 31, 2017, the Company issued a note in the amount of $197,096 to A. Scott Dockter, President, CEO and a director of the Company to consolidate the total amounts due to Mr. Dockter. The note bears interest at 6% and is due upon demand. During the three months ended February 28, 2022, the Company did not make any payments towards the balance of the note. As of February 28, 2022 and November 30, 2021, the principal balance outstanding on this note was $58,716, respectively, and is recorded as Note Payable to Officer on the unaudited condensed consolidated balance sheet. Interest expense for this note was $869 and $1,868 for the three months ended February 28, 2021 and February 28, 2021, respectively.

NOTE

11 – CONCENTRATION OF CREDIT RISK

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CashDeposits

Financial

instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of February 28, 2022 and November 30, 2021, the Company had no deposits in excess of the FDIC insured limit.

Revenues

The Company had no revenue for the three months ended February 28, 2022 and 2021.

AccountsReceivable

One

customer accounted for 100% of the accounts receivable as February 28, 2022 and November 30, 2021.

Vendors

SCHEDULE OF CONCENTRATION OF CREDIT RISK

Four

suppliers accounted for 70% of purchases as of February 28, 2022, as set forth below:

Vendor A	22	%
Vendor B	18	%
Vendor C	16	%
Vendor D	14	%

Two

suppliers accounted for 88% of purchases as of November 31, 2021, as set forth below:

Vendor A, a related party	75	%
Vendor B	13	%

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NOTE

12 – SUBSEQUENT EVENTS

Conversionof Related Party Notes

On

September 26, 2019, the Company entered into a securities purchase agreement with USMC pursuant to which USMC may purchase up to $1,000,000 of the Company’s 5%

unsecured

convertible two-year promissory notes in one or more closings. The notes are convertible into the Company’s common stock at a conversion price of $0.16

per

share. As of February 28, 2022, USMC has purchased notes totaling $1,000,000 with maturity dates ranging from December 1, 2021, through November 25, 2022

(see Note

5). Interest expense on these notes totaled $12,329

for

the three months ended February 28, 2022 and 2021, and is recorded as part of accrued expenses on the consolidated balance sheets. On April 7, 2022, the December 1, 2019, January 1, 2020 and February 1, 2020 notes were amended to extend the maturity dates to April 30, 2022. Thereafter, on April 7, 2022, USMC agreed to convert the principal balance of the December 1, 2019, January 1, 2020, February 1, 2020 and December 1, 2020 notes, plus accrued interest totaling $75,346

through

such date, into 6,720,906 shares of the Company’s common stock.

On

November 25, 2020, the Company entered a securities purchase agreement with USMC pursuant to which USMC may purchase up to $2,000,000 of the Company’s 5%

unsecured

two-year promissory notes in one or more closings. The notes are convertible into the Company’s common stock at a conversion price of $0.088

per

share. As of February 28, 2022, USMC has purchased notes totaling $1,579,769 with a maturity date of March 17, 2023

(see Note 5). Interest expense on

these notes totaled $19,477

for

the three months ended February 28, 2022 and is recorded as part of accrued expenses on the consolidated balance sheets. On March 14, 2022, in connection with the November 25, 2020, securities purchase agreement with USMC, a related party, (see Note 10), the Company issued a convertible promissory note in the amount of $884,492 .28 to USMC, with a maturity date of March 14, 2024. The note bears interest at 5

%

per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock, at any time at the option of the Holder, at a conversion price of $0.088 per share. On April 7, 2022,

USMC agreed to convert the

principal balance of the November 25, 2020, note, plus accrued interest totaling $33,564

through

such date, into 17,020,749 shares of the Company’s common stock.

On April 1, 2020,

the Company entered into a purchase and sale agreement with the Bremer Family 1995 Living Trust, a related party of the Company, pursuant to which the Company will purchase the Snow White Mine for $836,000. The purchase price plus 5% interest is payable in full in cash at the closing which must occur at any time before April 1, 2022. On April 14, 2022, the agreement was amended to extend the closing date to April 14, 2023.

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ITEM

2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking

Statements

This Quarterly Report on Form 10-Q includes forward-looking statements that reflect management’s current views with respect to future events and financial performance. Forward-looking statements are statements in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements include statements regarding the intent, belief or current expectations of our management team, as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks set forth in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended November 30, 2021, as filed with the Securities and Exchange Commission (the “SEC”) on March 15, 2022, any of which may cause our company’s or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied in our forward-looking statements. These risks and factors include, by way of example and without limitation:

●	absence<br> of contracts with customers or suppliers;
●	our<br> ability to maintain and develop relationships with customers and suppliers;
●	the<br> impact of competitive products and pricing;
●	supply<br> constraints or difficulties;
●	the<br> retention and availability of key personnel;
●	general<br> economic and business conditions;
●	substantial<br> doubt about our ability to continue as a going concern;
●	our<br> ability to successfully implement our business plan;
●	our<br> need to raise additional funds in the future;
●	our<br> ability to successfully recruit and retain qualified personnel in order to continue our operations;
●	our<br> ability to successfully acquire, develop or commercialize new products;
●	the<br> commercial success of our products;
●	the<br> impact of any industry regulation;
●	our<br> ability to develop existing mining projects or establish proven or probable reserves;
●	our<br> dependence on one vendor for our minerals for our products;
●	the<br> impact of potentially losing the rights to properties;
●	the<br> impact of the increase in the price of natural resources; and
●	the<br> continued impact of the COVID-19 pandemic.

We undertake no obligation to update or revise forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report, except as required by law.

As used in this Quarterly Report and unless otherwise indicated, the terms “Company,” “we,” “us,” and “our,” refer to PureBase Corporation and its wholly-owned subsidiaries, PureBase Agricultural, Inc., a Nevada corporation (“PureBase AG”) and U.S. Agricultural Minerals, LLC, a Nevada limited liability company (“USAM”).

BusinessOverview

The Company, through its two divisions, Purebase Ag and Purebase SCM, is engaged in the agricultural and construction-materials sectors. In the agricultural sector, the Company’s business is to develop specialized fertilizers, sun protectants, soil amendments and bio-stimulants for organic and non-organic sustainable agriculture.

In the construction sector, the Company’s focus since 2020 has been to develop and test a kaolin-based product that will help create a lower CO2-emitting concrete (through the use of high-quality SCM’s.) The Company is developing a SCM that it believes can potentially replace up to 40% of cement, the most polluting part of concrete. As government agencies continue to enact stricter requirements for less-polluting forms of concrete, the Company believes there are significant opportunities for high-quality SCM products in the construction-materials sector.

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In the agricultural sector, the Company has developed and will seek to develop additional products derived from mineralized materials of leonardite, kaolin clay, laterite, and other natural minerals. These mineral and soil amendments are used to protect crops, plants and fruits from the sun and winter damage, to provide nutrients to plants, and to improve dormancy and soil ecology to help farmers increase the yields of their harvests.

The Company is building a brand family under the trade name “Purebase,” consisting of its Purebase Shade Advantage WP product, a kaolin-clay based sun protectant for crops. The Company is also involved in the early testing of soil amendment products based on humic and fulvic acids derived from leonardite. Other agricultural products are in the development stage.

The Company utilizes the services of US Mine Corporation (“USMC”), a Nevada corporation, and a significant shareholder of the Company for the development and contract mining of industrial mineral and metal projects throughout North America, exploration drilling, preparation of feasibility studies, mine modeling, on-site construction, production, site reclamation and for product fulfillment. Exploration services include securing necessary permits, environmental compliance, and reclamation plans. In addition, a substantial portion of the minerals to be utilized by the Company is obtained from properties owned or controlled by USMC. A. Scott Dockter and John Bremer are officers, directors, and owners of USMC.

Recent Developments

On March 14, 2022, the Company issued a two-year 5% unsecured convertible promissory note to USMC in the principal amount of $884,492.28 (the “March 14, 2022 Note”), pursuant to the terms of a securities purchase agreement, dated March 17, 2021, with USMC. Amounts due under the March 14, 2022 Note may be converted into shares of common stock, at any time at the option of the holder, at a conversion price of $0.088 per share. The conversion price and number of shares issuable upon conversion of the March 14, 2022 Note is subject to adjustment from time to time for any subdivision or consolidation of the Company’s shares and other dilutive events.

On April 7, 2022, the “Company entered into a First Amendment to Promissory Notes (the “Note Amendment”) with USMC, the holder of the Company’s outstanding 5% unsecured convertible promissory notes (the “2019/2020 Notes”) issued under a securities purchase agreement, dated September 26, 2019. Pursuant to the Note Amendment, the maturity dates were extended, to April 30, 2022, for: (i) a 2019/2020 Note in the principal amount of $20,000, originally issued on December 1, 2019, with a maturity date of December 1, 2021, (ii) a 2019/2020 Note in the principal amount of $86,000, originally issued on January 1, 2020, with a maturity date of January 1, 2022, and (iii) a 2019/2020 Note in the principal amount of $72,000, originally issued on February 1, 2022, with a maturity date of February 1, 2022 (collectively, the “2019/2020 Amended Notes”). In addition, USMC waived any “Event of Default” under the 2019/2020 Amended Notes for the Company’s failure to pay any principal amount or interest due under the 2019/2020 Amended Notes, or failure to perform any other covenant, obligation, condition or agreement contained in any of the 2019/2020 Amended Notes. Except as expressly provided in the Note Amendment, all of the terms of the 2019/2020 Notes remain in full force and effect.

On April 7, 2022, the Company also entered into a securities purchase agreement with USMC, effective as of March 23, 2022, pursuant to which USMC may purchase up to an additional $1,000,000 of two year 5% unsecured convertible promissory notes (“2022/2023 Notes”), in one or more closings. Amounts due under the 2022/2023 Notes are convertible into shares of common stock at any time at the option of the holder, at a conversion price of $0.39 per share, subject to adjustment for any subdivision or consolidation of the Company’s shares and other standard dilutive events.

On April 7, 2022, USMC converted all amounts due under the 5% unsecured convertible promissory notes into shares of common stock of the Company as follows: (i) the principal amount of $20,000, and accrued interest in the aggregate amount of $2,350.68, due under the outstanding note issued on December 1, 2019, was converted into a total of 139,692 shares, (ii) the principal amount of $86,000, and accrued interest in the aggregate amount of $9,742.74, due under the outstanding note issued on January 1, 2020, was converted into a total of 598,392 shares, (iii) the principal amount of $72,000, and accrued interest in the aggregate amount of $7,850.96, due under the outstanding note issued on February 1, 2020, was converted into a total of 499,068 shares, (iv) the principal amount of $822,000, and accrued interest in the aggregate amount of $55,400.55, due under the outstanding note issued on November 25, 2020, was converted into a total of 5,483,753 shares, (v) the principal amount of $579,769.39, and accrued interest in the aggregate amount of $30,656.30, due under the outstanding note issued on March 17, 2021, was converted into a total of 6,936,656 shares, and (vi) the principal amount of $884,492.28, and accrued interest in the aggregate amount of $2,907.92, due under the outstanding note issued on March 14, 2022, was converted into a total of 10,084,093 shares.

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 officers, directors and shareholders of USMC.

Resultsof Operations

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Comparisonof the Three Months Ended February 28, 2022 and the Three Months Ended February 28, 2021

A comparison of the Company’s operating results for the three months ended February 28, 2022 and February 28, 2021 are summarized as follows:

	February 28,			February 28,
	2022			2021			Variance
Revenues	$	-		$	-		$	-
Operating expenses:
Selling, general & administrative		11,200,401			220,926			10,979,475
Product fulfillment, exploration and mining		3,252			2,114			1,138
Loss from operations		(11,203,653	)		(223,040	)		(10,980,613	)
Other income (expense)		(18,891	)		(14,960	)		(3,931	)
Net Loss	$	(11,222,544	)	$	(238,000	)	$	(10,984,544	)

Revenues

The Company did not generate any revenue during the three months ended February 28, 2022 February 28, 2021.

Operating Expenses

Total operating expenses increased by $10,980,613, or 4,923% for the three months ended February 28, 2022 as compared to the three months ended February 28, 2021 as a result of an increase in stock compensation cost resulting primarily from the Company issuing stock options to US Mine, LLC.

Selling, general and administrative expenses increased by $10,979,475, or 4,970%, for the three months ended February 28, 2022, as compared to the three months ended February 28, 2021, due to an increase of approximately $10,939,000 in stock compensation cost resulting primarily from the Company issuing stock option to US Mine, LLC.

Product fulfillment, exploration and mining expenses for the three months ended February 28, 2022, increased $1,138, or 58% as compared to the three months ended February 28, 2021 due to an increase in exploration costs.

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Other Income (Expense)

Other income (expense) increased by $3,931, or 26%, for the three months ended February 28, 2022, as compared to the three months ended February 28, 2021, primarily due to an increase in interest expense as a result of the Company entering into $579,769 of convertible debt with USMC subsequent to the three months ended February 29, 2021.

Liquidityand Capital Resources

As of February 28, 2022, we had $10,765 in cash on hand and a working capital deficiency of $2,509,796, as compared to cash on hand of $132,209 and a working capital deficiency of $2,241,254 as of November 30, 2021. The decrease in working capital deficiency is mainly due to an approximate $121,500 decrease in cash on hand that was spent on operating activities.

We will require additional funds to implement our growth strategy. We do not believe that our current cash and cash equivalents will be sufficient to meet our working capital requirements for the next twelve months. We have had negative cash flow from operating activities as we have not yet begun to generate sufficient and consistent revenues to cover our operating expenses. Until we are able to establish a sufficient revenue stream from operations our ability to meet our current financial liabilities and commitments will be primarily dependent upon proceeds from outside capital sources including USMC, an affiliated entity. There is no assurance that we will be able to obtain necessary capital or that our estimates of our capital requirements will prove to be accurate. Even if we are able to secure outside financing, it may not be available in the amounts or times when we require or on favorable terms. We currently do not have any agreements or understandings for additional financing. If we are unable to raise sufficient capital we will be required to delay or forego some portion of our business plan or cease operations.

Furthermore, such outside financing would likely take the form of bank loans, private offerings of debt or equity securities, advances from affiliates or some combination of these. The issuance of additional equity securities would dilute the stock ownership of current shareholders while incurring debt by the Company would increase the Company’s cash flow requirements and may subject the Company to restrictions on its operations and corporate actions.

GoingConcern

The unaudited condensed consolidated financial statements presented in this Quarterly Report have been prepared under the assumption that the Company will continue as a going concern. The Company has accumulated losses from inception through February 28, 2022, of approximately $32,283,769, as well as negative cash flows from operating activities. During the three months ended February 28, 2022, the Company received net cash proceeds of approximately $118,000 from USMC, an affiliated entity. Presently the Company does not have sufficient cash to meet its debt obligations in the twelve months following the date of this Quarterly Report. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is in the process of evaluating various financing alternatives in order to finance the capital requirements of the Company. There can be no assurance that the Company will be successful with its fund-raising initiatives.

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The unaudited condensed consolidated financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.

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WorkingCapital Deficiency

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Our working capital deficiency as of February 28, 2022, in comparison to our working capital deficiency as of November 30, 2021, can be summarized as follows:

	February 28,			November 30,
	2022			2021
Current assets	$	25,829		$	138,903
Current liabilities		2,535,625			2,380,157
Working capital deficiency	$	(2,509,796	)	$	(2,241,254	)

The decrease in current assets is primarily due to a decrease in cash of 121,544, partially offset by an increase in prepaid expenses and other assets of $8,470. Current liabilities increased $155,468, or 7% during the three months ended February 28, 2022, as compared to the three months ended February 28, 2021 primarily due to an increase in account payable and accrued expenses, and amounts due to affiliated entities of $34,172 and $120,284, respectively, during the three months ended February 28, 2022.

CashFlows

	Three Months Ended
	February 28, 2022			February 28, 2021
Net cash used in operating activities	$	(239,544	)	$	(238,787	)
Net cash provided by financing activities		118,000			236,477
Decrease in cash	$	(121,544	)	$	(2,310	)

Operating Activities

Net cash used in operating activities was $239,544 for the three months ended February 28, 2022, primarily due to a net loss of $11,222,544, which primarily consisted of a non-cash expense of $10,949,738 related to stock based compensation cost, wages of $128,217 and professional fees of $88,320, which was partially offset by an increase of $36,455 in accounts payable.

Net cash used in operating activities was $238,787 for the three months ended February 28, 2021, primarily due to a net loss of $238,000 and an increase of $24,224 in accounts payable and accrued expenses which was partially offset by non-cash expenses of $21,749 related to stock-based compensation and amortization of debt discount.

Investing Activities

There were no investing activities during the three months ended February 28, 2022 and February 28, 2021.

Financing Activities

For the three months ended February 28, 2022, net cash provided by financing activities was $118,000, which was advanced to the Company by USMC and recorded as part of due to affiliated entities on the balance sheet.

For the three months ended February 28, 2021, net cash provided by financing activities was $236,477, primarily due to $24,077 advanced  to the Company by USMC and recorded as part of due to affiliated entities on the balance sheet.

Off-BalanceSheet Arrangements

We have no off-balance sheet arrangements.

CriticalAccounting Policies and Procedures

Our significant accounting policies are more fully described in Note 1 to our consolidated financial statements included in this Quarterly Report, and in our Annual Report on Form 10-K for the fiscal year ended November 30, 2021, as filed with the SEC on March 15, 2022.

RecentlyAdopted Accounting Pronouncements

Our recently adopted accounting pronouncements are more fully described in Note 2 to our condensed consolidated financial statements included in this Report.

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ITEM

3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide the information required by this Item.

ITEM

4. CONTROLS AND PROCEDURES

Evaluationof Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. In designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives.

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based upon that evaluation and subject to the foregoing, our principal executive officer and principal financial officer concluded that, our disclosure controls and procedures were not effective as of February 28, 2022 due to the material weaknesses in internal control over financial reporting described below.

MaterialWeaknesses in Internal Control over Financial Reporting

A material weakness, as defined in the standards established by the Sarbanes-Oxley is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

The ineffectiveness of the Company’s internal control over financial reporting was due to the following material weaknesses:

●	Inadequate<br> segregation of duties consistent with control objectives;
●	Lack<br> of formal policies and procedures;
●	Lack<br> of risk assessment procedures on internal controls to detect financial reporting risks on a timely manner; and
●	Lack<br> of personnel with GAAP experience.

Management’sPlan to Remediate the Material Weakness

Management has been implementing and continues to implement measures designed to ensure that control deficiencies contributing to the material weakness are remediated, such that these controls are designed, implemented, and operating effectively. The remediation actions include:

●	Continue<br> to search for and evaluate qualified independent outside directors;
●	Continue<br> to search for a qualified chief financial officer;
●	Identify<br> gaps in our skills base and the expertise of our staff required to meet the financial reporting requirements of a public company;<br> and
●	Continue<br> to develop policies and procedures on internal control over financial reporting and monitor the effectiveness of operations on existing<br> controls and procedures.

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Management will continue to monitor and evaluate the effectiveness of our internal controls and procedures over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

Changesin Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended February 28, 2022 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

PART

II - OTHER INFORMATION

ITEM

1. LEGAL PROCEEDINGS

Except as described below, there are no material pending legal proceedings in which we or any of our subsidiaries is a party or in which any director, officer or affiliate of ours, any owner of record or beneficially of more than 5% of any class of our voting securities, or security holder is a party adverse to us or has a material interest adverse to us.

On July 8, 2020, former Chief Financial Officer, Al Calvanico (“Calvanico”), filed a demand for arbitration alleging retaliation, wrongful termination, and demand for a minimum of $600,000 in alleged stock value, plus interest, recovery of past and future wages, attorneys’ fees, and punitive damages (collectively, the “Calvanico Claims”). The Company denied all Calvanico Claims. The Company believes Calvanico is owed nothing because it takes the position that Calvanico was not terminated, but rather, his employment contract expired on September 21, 2019, in accordance with its terms, and was not renewed by Company and because Calvanico never exercised his stock options. On February 14, 2020, the Company requested in writing that Calvanico exercise his stock options within 30 days. Calvanico failed to do so. To date, Calvanico has not exercised his stock options. This dispute is currently in the arbitration discovery phase. An arbitration hearing is scheduled for July 1 and 5-8, 2022 before arbitrator, Scott Silverman in Los Angeles. The Company is in the process of scheduling a mediation to explore a possible settlement.

On January 11, 2019, the Company filed a complaint in the Nevada District Court for Washoe County (Case # CV19-00097) against Agregen International Corp (“Agregen”) and Robert Hurtado alleging the misuse of proprietary and confidential information acquired by Mr. Hurtado while employed by the Company as VP of Agricultural Research and Development. Mr. Hurtado was terminated in March 2018 and since that time the Company alleges that he conspired with Agregen to improperly use proprietary and confidential information to compete with the Company which constitute breaches of the non-compete and confidentiality provisions of his employment agreement with the Company. The Company is seeking $100,000,000 in monetary damages. On March 14, 2019, Agregen and Mr. Hurtado filed an answer to the Company’s Complaint that the allegations were false. An Early Case Conference was held on April 26, 2019, and a pre-trial conference was held on July 10, 2019. On March 13, 2020, the Company filed a First Amended Complaint, adding Todd Gauer and John Gingerich as additional defendants. A default has been taken against Mr. Gingerich. Litigation is actively proceeding against Mr. Hurtado, Mr. Gauer, and Agregen. A June 2021 trial date was postponed due to Covid-related delays but was rescheduled to begin during June 2022.

On March 29, 2019, the Company was served with a complaint filed by Superior Soils Supplements LLC (“Superior Soils”) in the Superior Court of the State of California in and for the County of Kings (Case #19C-0124) relating to 64 truckloads of soil amendments delivered to a customer by the Company on behalf of Superior Soils. Superior Soils alleged that the soil amendments were not labeled correctly requiring the entire shipment of product to be returned to the Company. The complaint alleges breach of contract, misrepresentations, fraudulent concealment and unfair competition. The complaint seeks damages of approximately $300,000. The Company filed its answer on May 6, 2019, denying responsibility for the mis-labelling and denying any liability for damages therefrom. After settlement negotiations were terminated, the matter was set for trial in April 2023.

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ITEM

1A. RISK FACTORS

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As a smaller reporting company, we are not required to provide the information required by this Item.

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ITEM

2. UNREGISTERED SALES OF EQUITY SECURITIES

There were no sales of equity securities during the period covered by this Report that were not registered under the Securities Act and were not previously reported in a Current Report on Form 8-K filed by the Company.

ITEM

3. DEFAULTS UPON SENIOR SECURITIES

There are no defaults upon senior securities that were not previously reported in a Current Report on Form 8-K.

ITEM

4. MINE SAFETY DISCLOSURES

None.

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ITEM

5. OTHER INFORMATION

None.

ITEM

6. EXHIBITS

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Exhibit<br><br> <br>Number	Description
31*	Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer and Chief Financial Officer
32*	Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer and the Chief Financial Officer
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase<br> Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase<br> Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase<br> Document
104	Cover Page Interactive Data File (embedded within the<br> Inline XBRL document)

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SIGNATURES

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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.

PUREBASE CORPORATION
By:	/s/ A. Scott Dockter
	A.<br> Scott Dockter
	Chief<br> Executive Officer and Chief Financial Officer
	(Principal<br> Executive Officer and Principal Financial
	and<br> Accounting Officer)
	Date:<br> April 14, 2022

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Exhibit31

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PUREBASECORPORATION

CERTIFICATIONPURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, A. Scott Dockter, certify that:

1.	I<br> have reviewed this Quarterly Report on Form 10-Q of PureBase Corporation;
2.	Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report;
3.	Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
4.	The<br> registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined<br> in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have:
	(a)	designed<br> such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,<br> to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared;
	(b)	designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
	(c)	evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
	(d)	disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal<br> control over financial reporting; and
5.	The<br> registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial<br> reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing<br> the equivalent functions):
	(a)	all<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
	(b)	any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
By:	/s/ A. Scott Dockter
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	A.<br> Scott Dockter
	Chief<br> Executive Officer and Chief Financial Officer
	(Principal<br> Executive Officer and Principal Financial Officer)
	Date:<br> April 14, 2022

Exhibit32

PUREBASECORPORATION

CERTIFICATIONPURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report on Form 10-Q of PureBase Corporation as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the registrant.

By:	/s/ A. Scott Dockter
	A.<br> Scott Dockter
	Chief<br> Executive Officer and Chief Financial Officer
	(Principal<br> Executive Officer and Principal Financial Officer)
	Date:<br> April 14, 2022