Purebase Corp 10-Q for FY2025 Q2
Purebase Corp (PUBC)
About this 10-Q
Purebase Corp filed this 10-Q on July 15, 2025, covering the quarter ended May 31, 2025 (FY2025 Q2).
Headline figures
Quarter ended May 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $198.62K
- up 87.9% from $105.72K a year earlier
- Net loss
- $375.57K
- compared with a net loss of $340.89K a year earlier
- Diluted EPS
- $0.00
- compared with $0.00 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the Quarterly Period Ended
or
For the transition period from __________________________ to __________________________
Commission file number
(Exact name of registrant as specified in its charter)
| (State or other Jurisdiction | (I.R.S. Employer | |
| of Incorporation or Organization) | Identification No.) |
|
|
| |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | N/A | N/A |
Indicate by check mark whether the registrant
(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.
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 such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a small reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” or an “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act: ☐
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 July 14, 2025, there were shares of the registrant’s common stock outstanding.
PUREBASE CORPORATION AND SUBSIDIARIES
FOR THE QUARTERLY PERIOD ENDED MAY 31, 2025
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PUREBASE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| May 31, 2025 | November 30, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Prepaid expenses and other assets | ||||||||
| Right of use asset | ||||||||
| Total Current Assets | ||||||||
| Property and equipment, net | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Interest payable, related party | ||||||||
| Line of credit, related party | ||||||||
| Advances, related party | ||||||||
| Note payable, related party | ||||||||
| Lease liability | ||||||||
| Convertible notes payable, related parties | ||||||||
| Total Current Liabilities | ||||||||
| Interest payable, related party, net of current portion | ||||||||
| Convertible notes payable; related party, net of current portion | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 9) | ||||||||
| Stockholders’ Deficit: | ||||||||
| Preferred stock, $ par value; shares authorized; shares issued and outstanding at May 31, 2025 and November 30, 2024 | ||||||||
| Common stock, $ par value; shares authorized; and shares issued and outstanding at May 31, 2025 and November 30, 2024, respectively | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
PUREBASE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
| For the three months ended May 31, | For the six months ended May 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue, net | $ | $ | $ | $ | ||||||||||||
| Cost of goods sold | ||||||||||||||||
| Gross margin | ||||||||||||||||
| Operating expenses | ||||||||||||||||
| Selling, general and administrative | ||||||||||||||||
| Stock based compensation | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense) | ||||||||||||||||
| Interest expense related party | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other income (expense), net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss before provision for income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for income taxes | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Loss per share – basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average number of common shares outstanding – basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
PUREBASE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Preferred Stock | Common Stock | Additional Paid-in | Accumulated | Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance at November 30, 2023 (audited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Stock based compensation – options | - | - | ||||||||||||||||||||||||||
| Shares for services | - | |||||||||||||||||||||||||||
| Convertible debt converted into common stock, related party | - | |||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at February 29, 2024 (unaudited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Stock based compensation – options | - | - | ||||||||||||||||||||||||||
| Shares issued for services | - | |||||||||||||||||||||||||||
| Convertible debt converted into common stock, related party | - | |||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at May 31, 2024 (unaudited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Balance at November 30, 2024 (audited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Stock based compensation – options | - | - | ||||||||||||||||||||||||||
| Shares issued for services | - | |||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at February 28, 2025 (unaudited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Balance | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Stock based compensation - options | - | - | ||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
Balance at May 31, 2025 (unaudited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
PUREBASE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| May 31, 2025 | May 31, 2024 | |||||||
| For the Six Months Ended | ||||||||
| May 31, 2025 | May 31, 2024 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Stock based compensation | ||||||||
| Stock issued for services | ||||||||
| Director compensation accrued as convertible debt | ||||||||
| Depreciation | ||||||||
| Right of use asset and liability, net | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Prepaid expenses and other assets | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Settlement liability | ( | ) | ||||||
| Interest payable, related party | ||||||||
| Net Cash Used In Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows From Investing Activities: | ||||||||
| Net Cash Used In Investing Activities | ||||||||
| Cash Flows From Financing Activities: | ||||||||
| Advances from related party | ||||||||
| Advances from related party for convertible note | ||||||||
| Proceeds from line of credit, related party | ||||||||
| Payments on note payable to officer | ( | ) | ||||||
| Net Cash Provided By Financing Activities | ||||||||
| Net Increase (Decrease) In Cash and Cash Equivalents | ( | ) | ||||||
| Cash and Cash Equivalents - Beginning of Period | ||||||||
| Cash and Cash Equivalents – End of Period | $ | $ | ||||||
| Supplemental Cash Flow Information: | ||||||||
| Cash paid for: | ||||||||
| Interest paid | $ | $ | ||||||
| Income taxes paid | $ | $ | ||||||
| Noncash operating and financing activities: | ||||||||
| expenses paid on behalf of the Company by USMC | $ | $ | ||||||
| Convertible debt and accrued interest converted to common stock, related party | $ | $ | ||||||
| Director compensation - accrued as convertible debt converted to common stock | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
PUREBASE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS
Corporate Overview
Purebase Corporation (“Purebase”
or the “Company”) was incorporated in the State of
The Company’s headquarters is in Sutter Creek, California.
Agricultural Sector
The Company develops specialized sun protectants. The Company has developed and will seek to develop additional products derived from mineralized materials of kaolin clay.
Construction Sector
The Company has been developing and testing a kaolin-based product that it believes will help create a lower CO2-emitting concrete through the use of high-quality supplementary cementitious materials (“SCMs”). The Company is developing an 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.
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 minerals. John Bremer, a director, is also an officer, director, and partial owner of USMC. In addition, a substantial portion of the minerals used by the Company are obtained from properties owned or controlled by US Mine, LLC. John Bremer, a director, is also a partial owner of US Mine, LLC.
On June 18, 2025, the Company
entered into a master agreement (the “Master Agreement”) with USMC, US Copper LLC, a Nevada limited liability company (“US
Copper LLC”), and US Mine LLC, a California limited liability company (“US Mine LLC” and, together with USMC and US
Copper LLC, the “US Mine Entities”), pursuant to which mining rights US Mine LLC granted to us to purchase up to
7
NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)
Concurrently with the execution
of the Master Agreement, A. Scott Dockter, our Chief Executive Officer, and Teresa Dockter, Mr. Dockter’s spouse, entered into a
master agreement (the “Dockter Master Agreement”) with the US Mine Entities, pursuant to which: Mr. Dockter agreed to purchase
shares of the Company’s common stock from USMC for an aggregate purchase price of $
The US Mine Entities also repurchased from Mr. Dockter all of the equity interests Mr. Dockter held in the US Mine Entities, Mr. Dockter and Ms. Dockter each resigned from all positions they held with the US Mine Entities and at any of their subsidiaries, and Mr. Dockter and Ms. Dockter provided the US Mine Entities with a general release and agreed to indemnify the US Mine Entities and certain related parties against third party claims.
NOTE 2 – GOING CONCERN AND LIQUIDITY
The accompanying 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. As of May 31, 2025, the Company had a significant accumulated deficit
of $
The Company’s plan, through the continued promotion of its products to existing and potential customers, is to generate sufficient revenues to cover its anticipated expenses. The Company is currently exploring several other options to meet its short-term cash requirements, including bridge loans and issuances of equity securities or equity-linked securities to third parties. The Company will no longer be funded by infusions of cash from advances from USMC.
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 bridge loans and equity and debt financing, will provide the necessary funding for the Company to continue as a going concern for the next twelve months.
On March 7, 2024, the
Company entered into a $
USMC has advanced an additional
$
8
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company has prepared the accompanying unaudited condensed consolidated financial statements 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 notes thereto for the year ended November 30, 2024, in our Annual Report on Form 10-K filed with the SEC on February 28, 2025. The results of the six months ended May 31, 2025 (unaudited), are not necessarily indicative of the results to be expected for the full year ending November 30, 2025.
Principles of Consolidation
These condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries Purebase AG and Purebase AM. Intercompany accounts and transactions have been eliminated upon consolidation.
Use of 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 may be affected.
The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the condensed consolidated financial statements. Significant estimates include the useful lives of property and equipment, deferred tax asset and valuation allowance, and assumptions used in the Black-Scholes valuation methods for fair value of options, such as expected volatility, risk-free interest rate, and expected dividend rate.
Revenue
The Company accounts for revenue in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. The Company derives revenues from the sale of products from its agricultural sector and construction sector. 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 control to the customer.
9
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Practical Expedients
As part of ASC Topic 606, the Company has adopted practical expedients including:
| ● | Significant Financing Component – the Company does not adjust the promised amount of consideration for the effects of a significant financing component since the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to the customer and when the customer pays for that good or service will be one year or less. | |
| ● | Unsatisfied and Partially Unsatisfied Performance Obligations – for all performance obligations related to contracts with a duration for less than one year, the Company has elected to apply the optional exemption provided in ASC Topic 606 and therefore is not required to disclose the aggregate amount of transaction price allocated to performance obligations that are unsatisfied or partially satisfied at the end of the reporting period. | |
| ● | Shipping and Handling Activities – the Company elected to account for shipping and handling activities as a fulfillment cost rather than as a separate performance obligation. | |
| ● | Right to Invoice – the Company has a right to consideration from a customer in an amount that corresponds directly with the value provided to the customer of the Company’s performance completed to date. The Company may recognize revenue in the amount to which the entity has a right to invoice. |
Cash and Cash Equivalents
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
Accounts Receivable
The Company periodically assesses
its accounts and other receivables for collectability on a specific identification basis. If collectability of an account becomes unlikely,
a credit loss is recorded for that doubtful account. As of May 31, 2025, the Company has determined that
Property and Equipment
Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, generally three to five years, except for SCM plants, which lives are estimated at thirty years. Expenditures that enhance the useful lives of the assets are capitalized and depreciated.
SCHEDULE OF ESTIMATED USEFUL LIFE OF PROPERTY AND EQUIPMENT
| Equipment | |
| Autos and trucks | |
| SCM plants |
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 $
10
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Impairment of 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. The 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.
Shipping and Handling
The Company occasionally incurred
shipping and handling costs which are charged back to the customer. There were
Advertising and Marketing Costs
The Company expenses advertising
and marketing costs as incurred and such costs are recorded in selling, general and administrative expenses in the accompanying condensed
consolidated statements of operations. Advertising and marketing expenses were $
Fair Value 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 1: | Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. |
| Level 2: | Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars. |
| Level 3: | Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. |
11
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Fair Value of Financial Instruments
The carrying value of cash, accounts payable, and accrued expenses approximate their fair values based on the short-term maturity of these instruments. The carrying amount of the notes approximates the estimated fair value for these financial instruments as management believes that such notes constitute all of the Company’s debt and interest payable on the notes based on the Company’s incremental borrowing rate.
Net loss per share of common stock is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the three and six months ended May 31, 2025 and 2024. 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, outstanding options have been excluded from the Company’s computation of net loss per share of common stock for the three and six months ended May 31, 2025 and 2024.
SCHEDULE OF OUTSTANDING SHARES EXCLUDED FROM DILUTED LOSS PER SHARE
| Three Months Ended, | ||||||||
| May 31, 2025 | May 31, 2024 | |||||||
| Convertible Notes | ||||||||
| Stock Options | ||||||||
| Total | ||||||||
| Six Months Ended, | ||||||||
| May 31, 2025 | May 31, 2024 | |||||||
| Convertible Notes | ||||||||
| Stock Options | ||||||||
| Total | ||||||||
Stock-Based Compensation
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 accompanying condensed consolidated 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 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 with 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 as noted above.
12
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Leases
With the adoption of ASC 842, Leases, operating lease agreements are required to be recognized on the balance sheet as Right-of-Use (“ROU”) assets and corresponding lease liabilities. 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 the Company will exercise that option.
The Company leases its 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
In accordance with ASC 842, the Company recognized a ROU asset and corresponding lease liability on the consolidated balance sheet for long-term office leases. See Note 7 – Leases for further discussion, including the impact in the accompanying consolidated financial statements and related disclosures
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the condensed 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 operations in the period that includes the enactment date.
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 condensed 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 condensed 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 condensed consolidated statements of operations.
Exploration Stage
In accordance with U.S. GAAP, expenditures relating to the acquisition of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time as the Company exits the exploration stage by establishing proven or probable reserves. Expenditures relating to exploration activities such as drill programs to establish mineralized materials are expensed as incurred. Expenditures relating to pre-extraction activities are expensed as incurred until such time proven or probable reserves are established for that project, after which expenditures relating to mine development activities for that particular project are capitalized as incurred. As of May 31, 2025, the Company was not engaged in any mine exploration.
13
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recent Accounting Pronouncements
In November 2024, FASB issued Accounting Standards Update (ASU) 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures and Disaggregation of Income Statement Expenses
The amendments in the Update require disclosure, in the notes to the financial statements, of specific information about certain costs and expenses. The amendments require that at each interim and annual reporting period an entity:
| 1 | Disclose the amounts of (a) purchases of inventory, (b) employee compensation (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities ((DD&A) (or other amounts of depletion expense) included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains an of the expense categories listed in (a)-(e). |
| 2 | Include certain amounts that are already required to be disclosed under current generally accepted accounting principles (GAAP) in the same disclosure as the other disaggregation requirements. |
| 3 | Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. |
| 4 | Disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. |
The amendments in this Update are effective for annual reporting periods after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company has determined that such disclosures will result in expanded notes to the financial statements. The Company will adopt ASU 2024-03 on or before November 30, 2027.
In December 2023, FASB issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740). The amendment’s main provisions are rate reconciliation, income taxes paid, and other disclosures.
For rate reconciliation, the amendments require that public business entities on an annual basis disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.
Public business entities are required to disclose a tabular reconciliation, using both percentages and reporting currency amounts, according to the following requirements:
| 1 | The following specific categories are required to be disclosed: |
| a | State and local income tax, net of federal income tax effect, |
| b | Foreign tax effects, |
| c | Effect of changes in tax laws or rates enacted in the current period, |
| d | Effect of cross-border tax laws, |
| e | Tax credits, |
| f | Changes in valuation allowances, |
| g | Nontaxable or nondeductible items, |
| h | Changes in unrecognized tax benefits. |
| 2 | Separate disclosure is required for any reconciling item listed below in which the effect of the reconciling item is equal to or greater than 5 percent of the amount computed by multiplying income (or loss) from continuing operations before income taxes by the applicable statutory income tax rate: |
| a | If the reconciling item is within the effect of cross-border tax laws, tax credits, or nontaxable or nondeductible items categories, it is required to be disaggregated by nature, |
| b | If the reconciling item is within the foreign tax effects category, it is required to be disaggregated by jurisdiction (country) and by nature, except for reconciling items related to changes in unrecognized tax benefits discussed in (4), |
| c | If the reconciling item does not fall within any of the categories listed in (1), it is required to be disaggregated by nature. |
14
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
| 3 | For the purpose of categorizing reconciling items, except for reconciling items related to changes in unrecognized tax benefits discussed in (4), the state and local income tax category should reflect income taxes imposed at the state or local level within the jurisdiction (country) of domicile, the foreign tax effects category should reflect income taxes imposed by foreign jurisdictions, and the remaining categories listed in (1) should reflect federal (national) income taxes imposed by the jurisdiction (country) of domicile. |
| 4 | For the purpose of presenting reconciling items: |
| a | Reconciling items are required to be presented on a gross basis with two exceptions under which unrecognized tax benefits and the related tax positions and tax effects of certain cross-border tax laws and the related tax credits may be presented on a net basis, |
| b | Reconciling items presented in the changes in unrecognized tax benefits category may be disclosed on an aggregate basis for all jurisdictions. |
For income taxes paid, the amendments require that all entities disclose on an annual basis the following information about income taxes paid:
| 1 | The amount of income taxes paid (net of funds received) disaggregated by federal (national), state, and foreign taxes, |
| 2 | The amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refund received). |
For other disclosures, the amendments require that all entities disclose the following information:
| 1 | Income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign, |
| 2 | Income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. |
The amendments in this ASU are effective for fiscal years beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2025. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.
15
NOTE 4 – MINING RIGHTS
Snow White 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. On December 1, 2014, USMC 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 provides for the sale of approximately
On April 1, 2020, the Company
entered into a purchase and sale agreement with the Bremer Family 1995 Living Trust (the “Trust”), pursuant to which the Company
will purchase the Snow White Mine for $
On June 18, 2025, the Company
and the Bremer Family 1995 Living Trust, a trust for which John Bremer, a member of our board of directors is trustee (the “Bremer
Trust”), executed a rescission of the Purchase and Sale Agreement, dated April 1, 2020, between the Company and the Bremer Trust,
for the purchase of approximately
NOTE 5 – PROPERTY AND EQUIPMENT
Property and equipment consisted of the following at:
SCHEDULE OF PROPERTY AND EQUIPMENT
| May 31, 2025 | November 30, 2024 | |||||||
| Furniture and equipment | $ | $ | ||||||
| Machinery and equipment | ||||||||
| Automobiles and trucks | ||||||||
| Pilot plant | ||||||||
| Construction in process | ||||||||
| Property and equipment, gross | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
There was $
16
NOTE 6 – NOTES PAYABLE
A. Scott Dockter – Chief Executive Officer
On August 31, 2017, the Company
issued a note in the amount of $
Convertible Promissory Notes – USMC
August 30, 2022
On August 30, 2022, in connection
with the April 7, 2022 securities purchase agreement with USMC (See Note 12), the Company issued a convertible promissory note in the
amount of $
November 29, 2022
On November 29, 2022, in connection
with the April 7, 2022 securities purchase agreement with USMC (See Note 12), the Company issued a convertible promissory note in the
amount of $
February 28, 2023
On February 28, 2023, in connection
with the April 7, 2022 securities purchase agreement with USMC (See Note 12), the Company issued a convertible promissory note in the
amount of $
May 31, 2023
On May 31, 2023, in connection
with the March 20, 2023 securities purchase agreement with USMC (See Note 12), the Company issued a convertible promissory note in the
amount of $
17
NOTE 6 – NOTES PAYABLE (CONTINUED)
June 30, 2023
On June 30, 2023, in connection
with the March 20, 2023 securities purchase agreement with USMC (See Note 12), the Company issued a convertible promissory note in the
amount of $
February 8, 2024
On February 8, 2024, the Company
issued a convertible promissory note in the amount of $
Lines of Credit –USMC
July 10, 2023
On July 10, 2023, the Company
entered into a line of credit agreement and unsecured convertible grid promissory note with USMC. The July 10, 2023 line of credit agreement
provided for the issuance of up to an aggregate of $
March 7, 2024
On March 7, 2024, the Company
entered into a line of credit agreement and unsecured convertible grid promissory note with USMC. The March 7, 2024 line of credit agreement
provides for the issuance of up to an aggregate of $
18
NOTE 6 – NOTES PAYABLE (CONTINUED)
Terms of a new line of credit
and unsecured convertible grid promissory note have not yet been determined. USMC has advanced an additional $
The Company issued a $
Convertible Debt – Board of Directors
On April 8, 2021, the Company
entered into a twelve-month director agreement with Jeffrey Guzy, as amended on August 26, 2022 (the “Guzy Director Agreement”)
pursuant to which Mr. Guzy will serve as a director of the Company, which agreement will automatically renew (the “Renewal Date”)
for successive one-year terms unless either party notifies the other of its desire not to renew the Agreement within 30 days of the expiration
of the then current term. As compensation therefor, Mr. Guzy is entitled to a cash fee of $
On August 13, 2021, the Company
entered into a twelve-month director agreement with Dr. Kurtis, as amended on August 26, 2022 (the “Kurtis Director Agreement”)
pursuant to which Dr. Kurtis will provide board services, which agreement will automatically renew for successive one-year terms unless
either party notifies the other of its desire not to renew the Agreement within 30 days of the expiration of the then current term. As
compensation therefor, Dr. Kurtis is entitled to a cash fee of $
On September 11, 2023, the
Company entered into a twelve-month director agreement with Brady Barto (“the Barto Agreement”) pursuant to which Mr. Barto
will serve as a director. Mr. Barto will be notified within 30 days before the end of the twelve months whether his contract will be renewed
under the same terms of compensation. As compensation therefor, Mr. Barto is entitled to a cash fee of $
19
NOTE 7 – LEASES
The following table presents net lease cost and other supplemental lease information:
SCHEDULE OF LEASE COST AND OTHER SUPPLEMENTAL LEASE INFORMATION
Six Months Ended May 31, 2025 | ||||
| Lease cost | ||||
| Operating lease cost (cost resulting from lease payments) | $ | |||
| Short term lease cost | ||||
| Sublease income | ||||
| Net lease cost | $ | |||
| Operating lease – operating cash flows (fixed payments) | $ | |||
| Operating lease – operating cash flows (liability reduction) | $ | |||
| Current leases – right of use assets | $ | |||
| Current liabilities – operating lease liabilities | $ | |||
| Non-current liabilities – operating lease liabilities | $ | |||
Six Months Ended May 31, 2024 | ||||
| Lease cost | ||||
| Operating lease cost (cost resulting from lease payments) | $ | |||
| Short term lease cost | ||||
| Sublease income | ||||
| Net lease cost | $ | |||
| Operating lease – operating cash flows (fixed payments) | $ | |||
| Operating lease – operating cash flows (liability reduction) | $ | |||
| Current leases – right of use assets | $ | |||
| Current liabilities – operating lease liabilities | $ | |||
| Non-current liabilities – operating lease liabilities | $ | |||
NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consisted of the following amounts as of:
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES
| May 31, 2025 | November 30, 2024 | |||||||
| Accounts payable | $ | $ | ||||||
| Accrued compensation | ||||||||
| Other accrued expenses | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
NOTE 9 – COMMITMENTS AND CONTINGENCIES
Office and Rental Property Leases
Mineral Properties
The Company’s mineral rights require various annual lease payments (See Note 4).
20
NOTE 9 – COMMITMENTS AND CONTINGENCIES (CONTINUED)
Legal Matters
On July 8, 2020, the Company’s
former Chief Financial Officer, Al Calvanico (“Calvanico”), filed a demand for arbitration alleging retaliation, wrongful
termination, and demand for a minimum of $
Contractual Matters
On November 1, 2013, the Company entered into an agreement with USMC, in which USMC provides various technical evaluations and mine development services for the Company regarding 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 Company entered into a material supply agreement with USMC, pursuant to which USMC provides designated natural resources to the Company at predetermined prices (See Note 12).
Note 10 - STOCKHOLDERS’ EQUITY
On January 31, 2024, the Company
issued shares of common stock to USMC in exchange for $
On February 23, 2024, the board of directors authorized the immediate issuance of shares of common stock and the issuance of shares of common stock monthly from March 2024 through January 2025 and shares of common stock in February 2025 pursuant to a consulting agreement. shares of common stock have been issued pursuant to the agreement, of which shares were issued during the six months ended May 31, 2025.
On March 31, 2024, the Company
issued shares of common stock to USMC in exchange for $
21
The Company accounted for its stock-based compensation in accordance with the fair value recognition provisions of FASB ASC Topic 718.
2017 Equity 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 million 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 May 31, 2025, options to purchase an aggregate of shares of common stock are outstanding under the Option Plan.
The Company has also granted options to purchase an aggregate of shares of common stock pursuant to employment agreements with certain employees prior to the adoption of the Option Plan.
On December 13, 2023, the Company granted the Chief Financial Officer an option to purchase shares of the Company’s common stock at an exercise price of $ per share and a fair value of $. This option vests in one year. The option was valued using the Black-Scholes option pricing model under the assumption in the table below.
On February 6, 2025, the Company granted the Chief Financial Officer an option to purchase shares of the Company’s common stock at an exercise price of $ per share and a fair value of $. This option vests in one year. The option was valued using the Black-Scholes option pricing model under the assumption in the table below.
On February 6, 2025, the Company granted an employee two options to purchase shares for each option of the Company’s common stock at an exercise price of $ per share and a fair value of $ for each option. These options vest in one year. The option was valued using the Black-Scholes option pricing model under the assumption as found in the table below.
On February 6, 2025, the Company repriced all options outstanding under the 2017 Purebase Corporation Stock Option Plan from exercise prices ranging from $ to $ per share to an exercise price of $ per share. A fair value of $ was recorded for the repricing. All vested options under the 2017 Purebase Corporation Stock Option Plan at February 6, 2025 had their exercise period extended until .
On May 1, 2025, the Company granted five employees options to purchase a total of shares of the Company’s common stock at an exercise price of $ per share and a total fair value of $. These options vest in one year. The options were valued using the Black-Scholes option pricing model under the assumptions as found in the table below.
On May 5, 2025, the Company granted an employee an option to purchase shares of the Company’s common stock at an exercise price of $ per share and a fair value of $. This option vests in one year. The option was valued using the Black-Scholes option pricing model under the assumption as found in the table below.
| Grant Date | Number of Options | Stock Price | Exercise Price | Expected Volatility | Risk-free Interest Rate | Dividend Rate | Expected Term | Fair Value | ||||||||||||||||||||||
| $ | $ | % | % | % | years | $ | ||||||||||||||||||||||||
| $ | $ | % | % | % | years | $ | ||||||||||||||||||||||||
| $ | $ | % | % | % | years | $ | ||||||||||||||||||||||||
| $ | $ | % | % | % | years | $ | ||||||||||||||||||||||||
| $ | $ | % | % | % | years | $ | ||||||||||||||||||||||||
| $ | $ | % | % | % | years | $ | ||||||||||||||||||||||||
The Company granted options to purchase an aggregate of shares of common stock during the six months ended May 31, 2025, and granted an option to purchase shares of common stock during the six months ended May 31, 2024.
The weighted average grant date fair value of options granted and vested during the six months ended May 31, 2025 was $. The weighted average grant date fair value of options granted and vested during the six months ended May 31, 2024 was $.
22
Note 11 – STOCK-BASED COMPENSATION (CONTINUED)
SCHEDULE OF STOCK OPTION ACTIVITY
| Weighted | ||||||||
| Number of | Average | |||||||
| Shares | Exercise Price | |||||||
| Outstanding at November 30, 2023 | $ | |||||||
| Granted | $ | |||||||
| Exercised | ||||||||
| Expired or cancelled | ) | |||||||
| Outstanding at May 31, 2024 | $ | |||||||
| Outstanding at November 30, 2024 | $ | |||||||
| Granted | $ | |||||||
| Exercised | ||||||||
| Expired or cancelled | ||||||||
| Outstanding at May 31, 2025 | $ | |||||||
SCHEDULE OF STOCK OPTION SHARES OUTSTANDING AND EXERCISABLE
| Weighted- | Weighted- | |||||||||||||||||
| Average | Average | |||||||||||||||||
| Exercise | Outstanding | Remaining Life | Exercise | Number | ||||||||||||||
| Price | Options | In Years | Price | Exercisable | ||||||||||||||
| $ | $ | |||||||||||||||||
| $ | $ | |||||||||||||||||
| $ | $ | |||||||||||||||||
| $ | $ | |||||||||||||||||
| $ | $ | |||||||||||||||||
| $ | ||||||||||||||||||
The compensation expense attributed to the issuance of the options is recognized as vested options.
The stock options granted are exercisable over various terms from three to from the grant date and vest over various terms from the grant date to .
Total compensation expense related to the options was $ and $ for the six months ended May 31, 2025 and 2024, respectively. As of May 31, 2025, there was $ compensation cost to be expensed related to non-vested stock options.
As of May 31, 2025, the aggregate intrinsic value of the total outstanding and exercisable options was $, which was based on an estimated fair value of the Company’s common stock of $ as of such date and which represents 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.
23
NOTE 12 – RELATED PARTY TRANSACTIONS
US Mine Corporation
On December 1, 2013,
During the six months ended
May 31, 2025 and 2024, USMC paid expenses of $
USMC Notes
On February 8,
2024, the Company issued a convertible promissory note in the amount of $
USMC Lines of Credit
On July 10, 2023, the Company
entered into a line of credit agreement and unsecured convertible grid promissory note with USMC. The July 10, 2023 line of credit agreement
provides for the issuance of up to an aggregate of $
On March 7, 2024, the Company
entered into a line of credit agreement and unsecured convertible grid promissory note with USMC. The March 7, 2024 line of credit agreement
provides for the issuance of up to an aggregate of $
24
NOTE 12 – RELATED PARTY TRANSACTIONS (CONTINUED)
USMC has advanced an additional
$
A related party advanced the
Company $
USMC Mining Agreements
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 on October 12, 2018. Under the terms of the Supply Agreement, all kaolin clay purchased by the Company from USMC under the Supply
Agreement must be used exclusively for agricultural products and supplementary cementitious materials. The Company will pay $
US Mine LLC
On October 6, 2021, and prior to consummation of activities under the Materials Extraction Agreement, the Company and US Mine, LLC executed an amendment to the Materials Extraction Agreement (the “Amendment”). Pursuant to the Amendment, as further amended on June 17, 2022, the US Mine Note was retroactively rescinded, ab initio and an option to purchase an aggregate of shares of the Company’s common stock at an exercise price of $ per share until April 6, 2028, was issued to US Mine, LLC as compensation. Shares subject to the option vested as to shares on April 6, 2022, shares on October 6, 2022, and shares on April 6, 2023.
25
NOTE 12 – RELATED PARTY TRANSACTIONS (CONTINUED)
Transactions with Officers
On August 31, 2017, the Company issued a note in
the amount of $
Convertible Debt – Board of Directors
On April 8, 2021, the Company entered into the
Guzy Director Agreement (See Note 6) pursuant to which Mr. Guzy will serve as a director of the Company, which agreement will automatically
renew for successive one-year terms unless either party notifies the other of its desire not to renew the Agreement within 30 days of
the expiration of the then current term. As compensation therefor, Mr. Guzy is entitled to a cash fee of $
On August 13, 2021, the Company entered into the
Kurtis Director Agreement (See Note 6) pursuant to which Dr. Kurtis will serve as a director and provide board services, which agreement
will automatically renew for successive one-year terms unless either party notifies the other of its desire not to renew the Agreement
within 30 days of the expiration of the then current term. As compensation therefor, Dr. Kurtis is entitled to a cash fee of $
On September 11, 2023, the Company entered into the Barto Agreement
(see Note 6) pursuant to which Mr. Barto agreed to devote as much time as is necessary to perform completely the duties as a director.
Mr. Barto was to be notified within 30 days before the end of the twelve months whether his contract would be renewed under the same terms
of compensation. As compensation therefor, Mr. Barto was entitled to a cash fee of $
26
NOTE 12 – RELATED PARTY TRANSACTIONS (CONTINUED)
On February 16, 2024, the Company entered into a one-year consulting agreement with Magmatics, Inc. (“Magmatics”) pursuant to which Joe Thomas will assist in the design, production, testing, and certification of metakaolin and an HP-SCM. Magmatics was issued shares of the Company’s common stock upon entering into the agreement and will be issued shares of the Company’s common stock for each thirty-day period completed for eleven months and shares of the Company’s common stock for the twelfth month. shares have been issued pursuant to the agreement, of which shares were issued during the six months ended May 31, 2025.
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 $
NOTE 13 – CONCENTRATION OF CREDIT RISK
Cash Deposits
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 $
Revenues
Four
customers accounted for
SCHEDULE OF CONCENTRATION OF CREDIT RISK
| Customer A | % | |||
| Customer B | % | |||
| Customer C | % | |||
| Customer D | % |
Three customers accounted
for
| Customer A | % | |||
| Customer B | % | |||
| Customer C | % |
Accounts Receivable
One customer accounted for
Two customers accounted for
| Customer A | % | |||
| Customer B | % |
Vendors
One supplier accounted for
One supplier accounted for
NOTE 14 – SUBSEQUENT EVENTS
In accordance with ASC 855, Subsequent Events, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events and transactions that occurred after May 31, 2025 through the date the condensed consolidated financial statements were filed.
The Company’s Chief
Executive Officer advanced the Company $
On June 16, 2025, the principal
of $
27
NOTE 14 – SUBSEQUENT EVENTS (CONTINUED)
On June 16, 2025, the principal
of $
On June 16, 2025, principal
of $
On June 18, 2025, we entered
into the Master Agreement with USMC, US Copper LLC, and US Mine LLC, pursuant to which mining rights US Mine LLC
Also, on June 18, 2025, we
and the Bremer Family 1995 Living Trust, a trust for which John Bremer, a member of our board of directors is trustee (the “Bremer
Trust”), executed a rescission of the Purchase and Sale Agreement, dated April 1, 2020, between us and the Bremer Trust, for the
purchase of approximately
Concurrently with the execution
of the Master Agreement, A. Scott Dockter, our Chief Executive Officer, and Teresa Dockter, Mr. Dockter’s spouse, entered into a
master agreement (the “Dockter Master Agreement”) with the US Mine Entities, pursuant to which: Mr. Dockter agreed to purchase
from USMC, shares of our common stock for an aggregate purchase price of $
The US Mine Entities also repurchased from Mr. Dockter all of the equity interests Mr. Dockter held in the US Mine Entities, Mr. Dockter and Ms. Dockter each resigned from all positions they held with the US Mine Entities and at any of their subsidiaries, and Mr. Dockter and Ms. Dockter provided the US Mine Entities with a general release and agreed to indemnify the US Mine Entities and certain related parties against third party claims.
On June 24, 2025, debt
of $
The Company’s Chief
Executive Officer advanced the Company $
On July 10, 2025, the
Company entered into an agreement with JJ Astor for a $
On July 14, 2025, Arthur Scott Dockter, Teresa Dockter, US Mine Corp, US Copper LLC, and US Mine LLC, entered into an Amendment to Master Agreement, in which the shares to be purchased by Mr. Dockter shall be held in an escrow account and released only in accordance with the terms and conditions of an escrow agreement.
On July 14, 2025, Arthur Scott Dockter and US Mine Corp entered into an Amendment to Purebase Common Stock Purchase Agreement, in which the closing of the purchase and sale of the shares of Purebase Common Stock shall occur on the date in which Mr. Dockter has paid the full purchase price and the shares and funds held by escrow agent shall be released in accordance with the terms and conditions of the Escrow Agreement.
On July 14, 2025, Arthur Scott Dockter, US Mine Corp, and The Crone Law Group, P.C., entered into the Escrow Agreement, in which the shares of Purebase Common Stock and the purchase funds are to be placed in escrow account with The Crone Law Group, P.C. as escrow agent. Upon full payment of the purchase price by Mr. Dockter, the escrow agent is to release the shares to Mr. Dockter and the funds to US Mine Corp.
28
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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, 2024, as filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2025, 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 of contracts with customers or suppliers; |
| ● | our ability to maintain and develop relationships with customers and suppliers; |
| ● | the impact of competitive products and pricing; |
| ● | supply constraints or difficulties; |
| ● | the retention and availability of key personnel; |
| ● | general economic and business conditions; |
| ● | substantial doubt about our ability to continue as a going concern; |
| ● | our ability to successfully implement our business plan; |
| ● | our need to raise additional funds in the future; |
| ● | our ability to successfully recruit and retain qualified personnel in order to continue our operations; |
| ● | our ability to successfully acquire, develop or commercialize new products; |
| ● | the commercial success of our products; |
| ● | the impact of any industry regulation; |
| ● | our ability to develop existing mining projects or establish proven or probable reserves; |
| ● | our dependence on one vendor for our minerals for our products; |
| ● | the impact of potentially losing the rights to properties; and |
| ● | the impact of the increase in the price of natural resources. |
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 (“PureBase AM”).
Business Overview
We are an industrial mineral and natural resource company that provides solutions to the agriculture and construction materials markets in the United States, through our two subsidiaries, Purebase AG, and Purebase AM, respectively. The Company has not yet commenced mining operations and relies on USMC for its mineral resources extracted from mineral sites owned by US Mine LLC.
We obtain certain raw clay materials from USMC through a materials extraction agreement with US Mine LLC. US Mine LLC owns the mining property which USMC leases. USMC pays US Mine LLC a royalty, for which the Company reimburses USMC.
Agricultural Sector
We develop specialized fertilizers, sun protectants, soil amendments and bio-stimulants for organic and non-organic sustainable agriculture. We have 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. We are 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 and Humic Advantage a humic acid product derived from leonardite.
Construction Sector
We are developing and testing a kaolin-based product that it believes will help create a lower CO2-emitting concrete through the use of high-quality supplementary cementitious materials (“SCMs”). We are developing SCMs for the construction material markets, particularly the cement markets that we believe 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, we believe there are significant opportunities for high-quality SCM products in the construction-materials sector.
We utilize the services of USMC for the development and contract mining of industrial mineral and metal projects, exploration drilling, preparation of feasibility studies, mine modeling, on-site construction, production, site reclamation and product fulfillment. Exploration services include securing necessary permits, environmental compliance, and reclamation plans. In addition, a substantial portion of the minerals used by the Company are obtained from properties owned or controlled by USMC. John Bremer, a director, is also an officer, director and, as of June 18, 2025, 33% owner of USMC.
29
Recent Developments
On June 16, 2025, US Mine Corp, a Nevada corporation (“USMC”) converted certain debt that we owed USMC (collectively, the “Loan Amounts”) into shares of our common stock as follows: (i) the principal amount of $618,000, plus accrued and unpaid interest thereon in the aggregate amount of $56,924.65, due under an 8% unsecured convertible promissory note, was converted into a total of 8,436,559 shares of our common stock; (ii) the principal amount of $1,000,000, plus accrued and unpaid interest thereon in the aggregate amount of $75,928.47, due under an 8% unsecured convertible grid promissory note, was converted into a total of 13,449,106 shares of our common stock; and (iii) additional advances USMC made to our company from January 10, 2025 through April 17, 2025, in the aggregate principal amount of $416,448.66, plus accrued and unpaid interest thereon in the aggregate amount of $10,359.89, was converted into a total of 5,335,107 shares of our common stock.
On June 18, 2025, we entered into a master agreement (the “Master Agreement”) with USMC, US Copper LLC, a Nevada limited liability company (“US Copper LLC”), and US Mine LLC, a California limited liability company (“US Mine LLC” and, together with USMC and US Copper LLC, the “US Mine Entities”), pursuant to which mining rights US Mine LLC granted to us to purchase up to 100,000,000 tons of metakaolin supplementary cementitious materials from properties owned by US Mine LLC and US Mine LLC’s stock option to purchase up to 116,000,000 shares of our common stock at an exercise price of $0.38 per share which were granted pursuant to our Materials Extraction Agreement with US Mine LLC, dated May 27, 2021, as amended on October 6, 2021, and further amended on November 1, 2023, were cancelled. The Master Agreement also provides for a six-month option to purchase certain mining equipment from USMC, at fair market value.
Also, on June 18, 2025, we and the Bremer Family 1995 Living Trust, a trust for which John Bremer, a member of our board of directors is trustee (the “Bremer Trust”), executed a rescission of the Purchase and Sale Agreement, dated April 1, 2020, between us and the Bremer Trust, for the purchase of approximately 280 acres of mining property containing five placer mining claims known as the “Snow White Mine,” located near Barstow, California in San Bernardino County. In addition, pursuant to an assignment of lease, USMC assigned to us all right, title, and interest held by USMC in the BLM Preference Right Lease Serial No. N-62445-01 between the US Bureau of Land Management and USMC, for mining rights to approximately 2,500 acres located on the western side of the Weepah Hills in the Mount Diablo Meridian area of Esmeralda County, Nevada. We also provided the US Mine Entities with a general release and agreed to indemnify the US Mine Entities and certain related parties against third party claims.
Concurrently with the execution of the Master Agreement, A. Scott Dockter, our Chief Executive Officer, and Teresa Dockter, Mr. Dockter’s spouse, entered into a master agreement (the “Dockter Master Agreement”) with the US Mine Entities, pursuant to which: Mr. Dockter agreed to purchase from USMC, 122,945,823 shares of our common stock for an aggregate purchase price of $14,555,665.84, plus interest, compounded monthly, at an annual rate of 10%, in a closing to occur within one year upon the terms and conditions set forth in a common stock purchase agreement between Mr. Dockter and USMC, dated as of June 18, 2025.
The US Mine Entities also repurchased from Mr. Dockter all of the equity interests Mr. Dockter held in the US Mine Entities, Mr. Dockter and Ms. Dockter each resigned from all positions they held with the US Mine Entities and at any of their subsidiaries, and Mr. Dockter and Ms. Dockter provided the US Mine Entities with a general release and agreed to indemnify the US Mine Entities and certain related parties against third party claims.
On July 14, 2025, Mr. Dockter, Teresa Dockter, USMC, US Copper LLC, and US Mine LLC, entered into an Amendment to Master Agreement, in which the shares to be purchased be held in escrow and released only in accordance with the terms and conditions of the Escrow Agreement.
On July 14, 2025, Mr. Dockter and USMC entered into an Amendment to the Dockter Master Agreement which provides that the closing of the purchase and sale of the shares of common stock will occur on the date Mr. Dockter has paid the full purchase price of $14,555,665.84 and the shares and funds held by escrow agent will be released in accordance with the terms and conditions of the Escrow Agreement.
On July 14, 2025, Mr. Dockter, USMC, and The Crone law Group, P.C., entered into an escrow agreement (the “Escrow Agreement”) in which The Crone Law Group, P.C. will act as escrow agent for the shares and funds in connection with the above referenced Master Agreement and Dockter Master Agreement.
30
Results of Operations
Comparison of the Three Months Ended May 31, 2025 to the Three Months Ended May 31, 2024
| May 31, 2025 | May 31, 2024 | Variance | ||||||||||
| Revenue, net | $ | 198,621 | $ | 105,722 | $ | 92,899 | ||||||
| Cost of goods sold | 52,743 | 33,075 | 19,668 | |||||||||
| Operating income | 145,878 | 72,647 | 73,231 | |||||||||
| Operating Expenses: | ||||||||||||
| Selling, general and administrative | 471,640 | 388,197 | 83,443 | |||||||||
| Stock based compensation | 10,921 | 4,191 | 6,730 | |||||||||
| Total operating expenses | 482,561 | 392,388 | 90,173 | |||||||||
| Loss from operations | (336,683 | ) | (319,741 | ) | (16,942 | ) | ||||||
| Interest expense, related parties | (36,488 | ) | (18,749 | ) | (17,739 | ) | ||||||
| Loss before provision for income taxes | (373,171 | ) | (338,490 | ) | (34,681 | ) | ||||||
| Provision for income tases | 2,400 | 2,400 | - | |||||||||
| Net Loss | $ | (375,571 | ) | $ | (340,890 | ) | $ | (34,681 | ) | |||
Revenues
Revenue increased by $92,899, or 88%, for the three months ended May 31, 2025, as compared to the three months ended May 31, 2024. This increase was due to earlier purchases by customers due to warmer weather than the prior year.
Cost of Goods Sold
Cost of goods sold increased by $19,668, or 59%, for the three months ended May 31, 2025, as compared to the three months ended May 31, 2024, as a result of an increase in products sold in the three months ended May 31, 2025.
Operating Expenses
Total operating expenses increased by $90,173, or 23%, for the three months ended May 31, 2025, as compared to the three months ended May 31, 2024. The increase in operating expenses was primarily due to an increase in professional services of $46,745, an increase in various general and administrative expenses of $17,828, an increase of $16,393 in general and administrative wages, an increase in stock-based compensation of $6,730, and an increase in selling expenses of $2,477 for the three months ended May 31, 2025, as compared to the three months ended May 31, 2024.
Interest Expense, Related Parties
Interest expense increased by $17,739 for the three months ended May 31, 2025, as compared to the three months ended May 31, 2024, primarily due to increased borrowings on the line of credit, increased advances on a note payable, and additional other advances from USMC.
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Comparison of the Six Months Ended May 31, 2025 to the Six Months Ended May 31, 2024
| May 31, 2025 | May 31, 2024 | Variance | ||||||||||
| Revenue, net | $ | 198,621 | $ | 105,722 | $ | 92,899 | ||||||
| Cost of goods sold | 52,743 | 33,075 | 19,668 | |||||||||
| Operating income | 145,878 | 72,647 | 73,231 | |||||||||
| Operating Expenses: | ||||||||||||
| Selling, general and administrative | 856,709 | 841,762 | 14,947 | |||||||||
| Stock based compensation | 44,068 | 12,382 | 31,686 | |||||||||
| Total operating expenses | 900,777 | 854,144 | 46,633 | |||||||||
| Loss from operations | (754,899 | ) | (781,497 | ) | 26,598 | |||||||
| Interest expense, related parties | (70,960 | ) | (47,965 | ) | (22,995 | ) | ||||||
| Loss before provision for income taxes | (825,859 | ) | (829,462 | ) | 3,603 | |||||||
| Provision for income tases | 2,400 | 2,400 | - | |||||||||
| Net Loss | $ | (828,259 | ) | $ | (831,862 | ) | $ | 3,603 | ||||
Revenues
Revenue increased by $92,899 or 88%, for the six months ended May 31, 2025, as compared to the six months ended May 31, 2024. This increase was due to earlier purchases by customers due to warmer weather than the prior year.
Cost of Goods Sold
Cost of goods sold increased by $19,668, or 59%, for the six months ended May 31, 2025, as compared to the six months ended May 31, 2024, as a result of an increase in products sold in the six months ended May 31, 2025.
Operating Expenses
Total operating expenses increased by $46,633, or 5%, for the six months ended May 31, 2025, as compared to the six months ended May 31, 2024. The increase in operating expenses was primarily due to an increase in stock-based compensation of $31,686, an increase in general and administrative wages of $35,105, an increase in various general and administrative expenses of $8,800, an increase in selling expenses of $1,564, offset by a decrease in professional services of $30,523 for the six months ended May 31, 2025, as compared to the six months ended May 31, 2024.
Interest Expense, Related Parties
Interest expense increased by $22,995 for the six months ended May 31, 2025, as compared to the six months ended May 31, 2024, primarily due to increased borrowings on the line of credit, increased advances on a note payable, and additional other advances from USMC, partially offset by the conversion of five convertible promissory notes to common stock in January 2024.
Liquidity and Capital Resources
As of May 31, 2025, we had cash on hand of $500 and a working capital deficiency of $1,846,266, as compared to cash on hand of $28,100 and a working capital deficiency of $1,093,058 as of November 30, 2024. The increase in working capital deficiency is primarily a result of an increase in advances from USMC of $481,449, an increase in the line of credit with USMC of $101,551, an increase of accounts payable and accrued expenses of $156,074, an increase in interest payable related parties of $46,846, an increase in convertible notes payable related parties of $10,000, and a decrease in cash of $27,600, offset by an increase in accounts receivable of $49,140, and an increase in prepaid expenses of $21,224.
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 2025, 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 these losses with cash advances from USMC and the sale of equity and convertible notes. The Company will no longer be funded by infusions of cash from advances from USMC.
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 bridge loans and equity and debt financing, will provide the necessary funding for the Company to continue as a going concern for the next twelve months.
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Going Concern
The unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q have been prepared assuming that the Company will continue as a going concern. The Company has accumulated losses from inception through May 31, 2025 of $65,036,782, negative cash flows from operating activities of $610,600 for the six months ended May 31, 2025 and a working capital deficiency of $1,846,266 as of May 31, 2025. During the six months ended May 31, 2025, the Company received net cash proceeds of $583,000 from USMC through a line of credit and additional advances. If the Company does not generate additional revenue and obtain bridge loans or equity and debt financing from third parties, it will not have sufficient cash to meet its obligations for the next twelve months, following the date of this Quarterly Report on Form 10-Q. There currently are no other arrangements or agreements for financing, and there can be no assurances that any other 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 date of this Quarterly Report on Form 10-Q. The condensed consolidated financial statements in this Quarterly Report on Form 10-Q do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
Working Capital Deficiency
| May 31, 2025 | November 30, 2024 | |||||||
| Current assets | $ | 106,183 | $ | 47,612 | ||||
| Current liabilities | 1,952,449 | 1,140,670 | ||||||
| Working capital deficiency | $ | (1,846,266 | ) | $ | (1,093,058 | ) | ||
The increase in current assets as of May 31, 2025, is primarily due to the increase in accounts receivable of $49,140, prepaid expenses of $21,224 and right of use asset of $15,807, offset by a decrease in cash of $27,600. The increase in current liabilities is primarily a result of an increase in advances from USMC of $481,449, an increase in the line of credit with USMC of $101,551, an increase of accounts payable and accrued expenses of $156,074, an increase in interest payable related parties of $46,846, an increase in lease liability of $15,859, and an increase in convertible notes payable related parties of $10,000.
Cash Flows
| Six Months Ended | ||||||||
| May 31, 2025 | May 31, 2024 | |||||||
| Net cash used in operating activities | $ | (610,600 | ) | $ | (1,459,532 | ) | ||
| Net cash used in investing activities | - | - | ||||||
| Net cash provided by financing activities | 583,000 | 1,499,900 | ||||||
| Increase (decrease)in cash | $ | (27,600 | ) | $ | 40,368 | |||
Operating Activities
Net cash used in operating activities was $610,600 for the six months ended May 31, 2025, primarily due to a net loss of $828,259, an increase in accounts receivable of $49,140,and an increase in prepaid expenses and other current assets of $21,224, partially offset by an increase in accounts payable and accrued expenses of $156,074, an increase in interest payable related parties of $70,192, an increase in stock-based compensation of $44,068, an increase in non-cash board of directors compensation of $10,000, an increase in common stock issued for services of $4,000, and an increase in depreciation of $3,637. Net cash used in operating activities was $1,459,532 for the six months ended May 31, 2024, primarily due to a net loss of $831,862, an increase in accounts receivable of $50,034, a decrease in accounts payable and accrued expenses of $223,116, and a decrease in settlement liability of $412,000, partially offset by stock-based compensation of $12,382, stock issued for services of $28,000, and non-cash board of directors compensation of $12,000.
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Investing Activities
There were no investing activities in the six months ended May 31, 2025 and 2024.
Financing Activities
For the six months ended May 31, 2025, net cash provided by financing activities was $583,000, consisting of advances from USMC of $481,449 and increases in the line of credit from USMC of $101,551. For the six months ended May 31, 2024, net cash provided by financing activities was $1,499,900, consisting advances in the line of credit from USMC of $1,095,400 and advances from USMC on a convertible note of $412,000, offset by a $7,500 partial payment on a loan from the Chief Executive Officer of the Company.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Critical Accounting Policies and Procedures
Our significant accounting policies are more fully described in Note 1 to our condensed consolidated financial statements included in this Quarterly Report and in our Annual Report on Form 10-K for the fiscal year ended November 30, 2024, as filed with the SEC on February 28, 2025.
Recently Adopted Accounting Pronouncements
Our recently adopted accounting pronouncements are more fully described in Note 3 to our unaudited condensed consolidated financial statements included in this Quarterly Report.
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
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15I 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 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 May 31, 2025 due to the material weaknesses in internal control over financial reporting described below.
34
Material Weaknesses in Internal Control over Financial Reporting
A material weakness, as defined in the standards established by 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 Company has determined that its internal control over financial reporting was ineffective due to the following material weaknesses:
| ● | Inadequate segregation of duties consistent with control objectives; and |
| ● | Lack of risk assessment procedures on internal controls to detect financial reporting risks on a timely manner. |
Management’s Plan to Remediate the Material Weakness
Management has been implementing and continues to implement measures designed to ensure that control deficiencies contributing to the material weaknesses are remediated, such that these controls are designed, implemented, and operating effectively. The remediation actions include:
| ● | Continue to establish appropriate segregation of duties to achieve internal control objectives; and |
| ● | Continue to develop risk assessment policies and procedures on internal control over financial reporting and monitor the effectiveness of operations on existing controls and procedures. |
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.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during the quarter ended May 31, 2025, that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
As a smaller reporting company, we are not required to provide the information required by this Item.
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 Quarterly Report on Form 10-Q or a Current Report on Form 8-K filed by the Company
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
During the quarter ended May
31, 2025, no director, officer or Section 16 officer
ITEM 6. EXHIBITS
36
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PUREBASE CORPORATION
| By: | /s/ A. Scott Dockter | |
| A. Scott Dockter | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: | July 15, 2025 |
| By: | /s/ Stephen Gillings | |
| Stephen Gillings | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
| Date: | July 15, 2025 |
37
Exhibit 10.1
Exhibit 10.2
Exhibit 10.3
Exhibit 31.1
PUREBASE CORPORATION
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, A. Scott Dockter, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of PureBase Corporation; | |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have: | |
| (a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| (b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| (c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| (d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | |
| (a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| (b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | |
| By: | /s/ A. Scott Dockter | |
| A. Scott Dockter | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: July 15, 2025 | ||
Exhibit 31.2
PUREBASE CORPORATION
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Stephen Gillings, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of PureBase Corporation; | |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; | |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; | |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e) and 15d–15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a–15(f) and 15d–15(f)) for the registrant and have: | |
| (a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| (b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| (c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| (d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and | |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): | |
| (a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| (b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. | |
| By: | /s/ Stephen Gillings | |
| Stephen Gillings | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
| Date: July 15, 2025 |
Exhibit 32.1
PUREBASE CORPORATION
CERTIFICATION PURSUANT 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. Scott Dockter | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: July 15, 2025 | ||
Exhibit 32.2
PUREBASE CORPORATION
CERTIFICATION PURSUANT 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/ Stephen Gillings | |
| Stephen Gillings | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
| Date: July 15, 2025 | ||