Purebase Corp 8-K/A, filed Jun 21, 2022
Purebase Corp (PUBC)
About this 8-K/A
Purebase Corp filed this 8-K/A on June 21, 2022, reporting on events of October 6, 2021.
Items reported
- Item 1.01: Entered into a material agreement
- Item 3.02: Unregistered sale of equity
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in charter)
| (State
or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS
Employer Identification No.) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
| N/A |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
EXPLANATORY NOTE
On October 13, 2021, Purebase Corporation, a Nevada corporation (the “Company”), filed with the Securities and Exchange Commission (“SEC”) a Current Report on Form 8-K (“Form 8-K”), to report that it had entered into an amendment (the “Amendment”) to its Materials Extraction Agreement, dated May 27, 2021 (the “Agreement”), with U.S. Mine, LLC (“US Mine”), a related party. This Amendment No. 1 on Form 8-K/A (“Form 8-K/A”) is being filed with the SEC by the Company solely to amend certain disclosures in the Form 8-K related to the convertible promissory note the Company issued to US Mine on May 27, 2021 (the “Note”), which was retroactively rescinded, ab initio, as of October 6, 2021.
Item 1.01 Entry into a Material Definitive Agreement.
On October 6, 2021, Purebase Corporation, a Nevada corporation (the “Company”), entered into an amendment (the “Amendment”) to its Materials Extraction Agreement, dated May 27, 2021 (the “Agreement”), with US Mine, LLC (“US Mine”), which Agreement was previously disclosed by the Company in the Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on June 3, 2021. Pursuant to the terms of the Agreement, the rights acquired by the Company to extract up to 100,000,000 tons of metakaolin supplementary cementitious materials from property owned by US Mine were paid for by the issuance to US Mine of a convertible promissory note in the principal amount of $50,000,000 (the “Note”). In accordance with the terms of the Amendment, the Note was retroactively rescinded, ab initio, and the consideration for the mining rights granted to the Company was replaced with an option entitling US Mine to purchase shares of common stock of the Company.
Pursuant to the terms of the Common Stock Purchase Option (the “Stock Option”), issued on October 6. 2021, US Mine has the option to purchase up to 116,000,000 shares of common stock of the Company, at an exercise price of $0.38 per share, such exercise price being the closing price of a share of the Company’s on the OTC Markets on October 6, 2021. The Stock Option vests as to (i) the first 58,000,000 shares on April 6, 2022, (ii) an additional 29,000,000 shares on October 6, 2022, and (iii) the remaining 29,000,000 shares on April 6, 2023. US Mine’s right to exercise the Stock Option expires on April 6, 2028.
A. Scott Dockter, the principal executive officer, and a director and shareholder of the Company, and John Bremer, a director and shareholder of the Company, are also manager-members of US Mine. The Company’s board of directors approved the transaction described in this Current Report on Form 8-K (“Report”), with Mr. Dockter and Mr. Bremer abstaining from providing consent due to their interest in the transaction.
The foregoing descriptions of the Amendment and Option Agreement do not purport to be complete and are qualified in their entirety by reference to the complete text of the Amendment and Option Agreement, copies of which are filed with this Report as Exhibits 10.17 and 10.18, respectively, and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.
The issuance of the Stock Option was and, upon exercise of the of Stock Option, the issuance of the shares of common stock underlying the Stock Option will be, exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, as transactions by an issuer not involving any public offering.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.17* | Amendment to Materials Extraction Agreement, dated October 6, 2021, by and between Purebase Corporation and US Mine, LLC | |
| 10.18* | Stock Option Agreement, dated October 6, 2021, issued by Purebase Corporation to US Mine, LLC | |
| 10.22** | Amended and Restated Amendment to Materials Extraction Agreement, dated June 17, 2022, by and between Purebase Corporation and US Mine, LLC | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Previously filed
** Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: June 21, 2022 | PUREBASE CORPORATION | |
| By: | /s/ A. Scott Dockter | |
| A. Scott Dockter | ||
| Chief Executive Officer | ||
Exhibit 10.22
Amended and Restated
Amendment to Materials Extraction Agreement
This Amended and Restated Amendment to Materials Extraction Agreement (this “Amended and Restated Amendment”) is entered into and effective as of June 17, 2022 (“Effective Date”), by and between Purebase Corporation (“Purebase”), a corporation organized under the laws of the State of Nevada, with offices located at 8631 State Highway 124, Ione, California 95640 and US Mine, LLC (“US Mine”), a California limited liability company, with offices located at 8625 State Highway 124, Ione, California 95640. Purebase and US Mine are collectively referred to herein as the “Parties” and individually as a “Party.”
RECITALS
WHEREAS, effective as of May 27, 2021, the parties executed and delivered a Materials Extraction Agreement (the “Agreement”) with respect to the acquisition by Purebase of certain rights to construct a Metakaolin Plant and to process Materials (capitalized terms used in this Amended and Restated Amendment not otherwise defined shall have the meanings ascribed to such terms in the Agreement), and
WHEREAS, effective as of October 6, 2021, the parties entered into an amendment (the “Amendment”), to amend certain terms of the Agreement; and
WHEREAS, the Parties desire to amend and restate the Amendment, solely to correct Section 3 thereof.
NOW, THEREFORE, in consideration of the premises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
TERMS
1. Incorporation of Recitals. The Recitals set forth above are a material part of this Amended and Restated Amendment and are incorporated herein by this reference.
2. Purchase Price. Section 2 of the Agreement shall be deleted in its entirety and replaced with the following:
“In consideration for the Mining Activities, Purebase shall grant US Mine an option to purchase an aggregate of 116,000,000 shares of common stock of Purebase (the “Option Shares”). The right to purchase the Option Shares shall vest as follows:
| (i) | 58,000,000 of the Option Shares shall vest six months after the Effective Date on April 6th, 2022; |
| (ii) | 29,000,000 of the Option Shares shall vest twelve months after the Effective Date on October 6th, 2022; and |
| (iii) | 29,000,000 of the Option Shares shall vest on April 6th, 2023. |
The exercise price per Option Share shall be $0.38, the closing price of a share of common stock on the date hereof. Payment shall be made by US Mine in cash for each exercise, and US Mine shall have the right to exercise the options until April 6th, 2028. All the terms of the option grant shall be governed by the issuance of a stock option agreement, in the form attached hereto as Exhibit A (the “Option Agreement”).”
| 3. | Promissory Note. The Parties agree and acknowledge that, as of October 6, 2021, the Note was retroactively rescinded, ab initio. |
| 4. | Amendment. Except as expressly modified by this Amended and Restated Amendment, and as previously amended by the Amendment, all terms and conditions of the Agreement shall remain in full force and effect and are hereby in all respects ratified and affirmed. All references to the Agreement hereafter shall be deemed to refer to the Agreement, as amended by the Amendment and this Amended and Restated Amendment. |
| 5. | Miscellaneous Provisions. |
(a) Binding Effect. This Amended and Restated Amendment is binding upon, and inures to the benefit of, each Party hereto and its directors, officers, employees, agents, representatives, affiliates, assigns, and successors.
(b) Non-Waiver. Neither Party shall be deemed, by any act of omission or commission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by that Party, and then only to the extent specifically set forth in writing. A waiver with reference to one event shall not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event.
(c) Severability. If any provision of this Amended and Restated Amendment is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Amended and Restated Amendment will continue in full force and effect without being impaired or invalidated in any way and will be construed in accordance with the purposes and intent of this Amended and Restated Amendment as set forth by the Parties.
(d) Interpretation. Each Party acknowledges that it has participated in the drafting of this Amended and Restated Amendment, and any applicable rule of construction to the effect that ambiguities are to be resolved against the drafting Party will not be applied in connection with the construction or interpretation of this Amended and Restated Amendment.
(e) Opportunity to Consult Counsel. Each Party represents to the other that it has had an opportunity to have this Amended and Restated Amendment reviewed by legal counsel of its choosing and has done so to its satisfaction, that it has had a full opportunity to review the terms of this Amended and Restated Amendment, that it fully understands the legal effect of each provision of this Amended and Restated Amendment, and that it has willingly consented to the terms of this Amended and Restated Amendment.
(f) Further Acts. Each party agrees to perform any further acts and to execute and deliver any documents which may be reasonably necessary to carry out the provisions of this Amended and Restated Amendment.
(g) Governing Law. This Amended and Restated Amendment shall be governed by and interpreted in accordance with the laws of the State of California, excluding any choice of law provisions.
(h) Jurisdiction; Venue. Any action taken to enforce this Amended and Restated Amendment shall be maintained in the Superior Court of Amador County, California. The parties expressly consent to the jurisdiction of said court and agree that said court shall be a proper venue for any such action.
(i) Mutual Representations. Each Party hereby represents and warrants to the other: that it has full corporate power and authority and is duly authorized under applicable law, its articles of incorporation and its by-laws, to own its properties and to conduct its business as presently conducted and as herein contemplated, and to enter into and perform this Amended and Restated Amendment in accordance with the terms hereof; and that neither such entering into nor such performance violates or will violate such articles of incorporation or by-laws or any agreement or other instrument, or any federal, state or local law, regulation or ordinance applicable to such Party or by which it is bound. Purebase acknowledges that certain members of its board of directors hold an ownership interest in each Party and as a result have a personal financial interest in the transaction contemplated by this Amended and Restated Amendment. Purebase has obtained the approval or unanimous consent of the transactions contemplated by this Amended and Restated Amendment from its disinterested directors, each of whom have been fully advised of and provided with the details concerning the nature of the common ownership and personal interests of the interested directors in accordance with Section 78.140 of the Nevada Revised Statutes.
(j) Modifications Must Be Made in Writing. This Amended and Restated Amendment may not be modified, altered, or changed in any manner whatsoever except by a written instrument duly executed by authorized representatives of the Parties.
(k) Counterparts. This Amended and Restated Amendment may be executed in two or more counterparts, each of which is an original, but all of which together will be deemed to be one and the same instrument. Electronically reproduced and/or transmitted signatures are equivalent to original signatures for all purposes hereof.
Remainder of Page Intentionally Omitted; Signature Pages to Follow
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the Effective Date.
| US MINE, LLC | ||
| By: | /s/ John Bremer | |
| Name: | John Bremer | |
| Its: | Member | |
| PUREBASE CORPORATION | ||
| By: | /s/ A. Scott Dockter |
|
| Name: | A. Scott Dockter | |
| Its: | Chairman, CEO | |