UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 1, 2022

PUREBASE CORPORATION

(Exact name of registrant as specified in its charter)

Nevada		000-55517		27-2060863
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

8631 State Highway 124

Ione, California 95640

(Address of principal executive offices)

(209) 274-9143

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

On December 1, 2022, Purebase Corporation issued a press release announcing that it entered into a non-binding term sheet with Arelac, Inc., doing business as Fortera Corporation, for a commercial plant agreement. A copy of the press release is attached as Exhibit 99.1 to this report and incorporated herein by reference.

The information contained in this Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release, dated December 1, 2022

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	PUREBASE CORPORATION

Dated: December 2, 2022	By:	/s/ A. Scott Dockter
		A. Scott Dockter
		Chief Executive Officer

Exhibit 99.1

A picture containing logo

Description automatically generated

Purebase and Fortera Sign Term Sheet to Build Commercial Plant

IONE, CA, December 1, 2022 — Purebase Corporation (OTCPK: PUBC), (“Purebase”) a diversified resource company, headquartered in Ione, California, is in discussions with Fortera Corporation (“Fortera”), a Silicon Valley-based materials technology company, regarding the proposed terms of a commercial plant agreement.

Purebase and Fortera recently entered into a non-binding term sheet and are working towards a definitive agreement that sets forth the terms of a collaboration to design, construct and operate a commercial facility at Purebase’s headquarters in Ione, California.

Fortera is the owner of know-how and intellectual property related to its ReCarb ™process for the production of calcium carbonate cements.

For the past six years, Purebase has been working with universities, state Departments of Transportation and a private development testing facility to develop alternative supplementary cementitious materials to be used to replace a portion of cement in the production of concrete. Historically, coal fly ash has been the most common replacement for cement, but it is primarily generated by coal-burning power plants which are also high in carbon emissions.

“We believe that a strategic partnership with Fortera would put Purebase on a fast-track to bring a lower carbon product to market,” said Scott Dockter, Chairman and CEO of Purebase. “We believe Fortera has developed a unique solution to reduce carbon emissions in cement, and it will have the advantage of using Purebase’s mineral resources and location in Ione, California which is ideally located in northern California near major ports which can effectively serve the western-U.S. markets and abroad.”

“We believe our ability to economically produce a low CO₂cementitious material that has excellent durability and water demand will provide a long-term dependable product to help the California market reach its sustainability goals,” said Dr. Ryan Gilliam, CEO and Co-founder of Fortera.

About Purebase Corporation

Purebase Corporation (OTCPK:PUBC) is a diversified resource company that acquires, develops, and markets minerals for use in the agriculture, construction, and other specialty industries.

About Fortera Corporation

Fortera is a California-based materials technology company founded in May 2019 that has created a process that economically converts CO₂into a cement which reduces CO₂ emissions and can be used anywhere ordinary Portland Cement is used.

Safe Harbor

This press release contains statements, which may constitute “forward-looking statements”. Those statements include statements regarding the intent, belief, or current plans or expectations of Purebase Corporation and members of its management team as well as the assumptions on which such statements are based. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those contemplated by such forward-looking statements. Risks and other important factors concerning Purebase’s business are described in the Company’s Annual Report on Form 10-K for the year ended November 30, 2021, and other periodic and current reports filed with the Securities and Exchange Commission. The Company is under no obligation to, and expressly disclaims any such obligation to update its forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Contacts

Emily Tirapelle - Purebase Corporation | [email protected]

Jon Wilcox – Fortera Corporation | [email protected]