Purebase Corp 10-Q for FY2026 Q1
Purebase Corp (PUBC)
About this 10-Q
Purebase Corp filed this 10-Q on April 15, 2026, covering the quarter ended February 28, 2026 (FY2026 Q1).
Headline figures
Quarter ended February 28, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $347.05K
- compared with a net loss of $452.69K 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 April 14, 2026, there were shares of the registrant’s common stock outstanding.
PUREBASE CORPORATION AND SUBIDIARIES
FOR THE QUARTERLY PERIOD ENDED FEBRUARY 28, 2026
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PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PUREBASE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| February 28,2026 | November 30, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| 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 | ||||||||
| Note payable, net of debt discount | ||||||||
| Lease liability | ||||||||
| Convertible notes payable, related party | ||||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 9) | ||||||||
| Stockholders’ Deficit: | ||||||||
| Preferred stock, $ par value; shares authorized; shares issued and outstanding at February 28, 2026 and November 30, 2025 | ||||||||
| Common stock, $ par value; shares authorized; shares issued and outstanding at February 28, 2026 and November 30, 2025 | ||||||||
| 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.
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PUREBASE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| For the three months ended | ||||||||
| February 28, 2026 | February 28, 2025 | |||||||
| 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 | ( | ) | ( | ) | ||||
| Interest expense related party | ( | ) | ( | ) | ||||
| Total other income (expense), net | ( | ) | ( | ) | ||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Loss per share – basic and diluted | $ | ) | $ | ) | ||||
| Weighted average number
of shares of common stock 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
| Preferred Stock | Common Stock | Additional Paid-in | Accumulated | Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance at November 30, 2024 (audited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Stock based compensation – options | - | - | ||||||||||||||||||||||||||
| Shares for services | - | |||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at February 28, 2025 (unaudited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Balance at November 30, 2025 (audited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Balance | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Stock based compensation – options | - | - | ||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
Balance February 28, 2026 (unaudited) | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
Balance | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
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)
| For the Three Months Ended | ||||||||
| February 28, 2026 | February 28, 2025 | |||||||
| 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 | ||||||||
| Debt discount amortization | ||||||||
| Right of use asset reduction | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses and other assets | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Interest payable, related party | ||||||||
| Lease liability | ( | ) | ||||||
| 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 | ||||||||
| Proceeds from line of credit, related party | ||||||||
| Proceeds from notes payable to officer | ||||||||
| Payments on note payable | ( | ) | ||||||
| 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 | $ | $ | ||||||
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 had been developing and testing a kaolin-based product that it believed would help create a lower CO2-emitting concrete through the use of high-quality supplementary cementitious materials (“SCMs”). However, in 2025, the Company decided to no longer develop and pursue the SCM market as it believes that it can achieve higher margins in the agriculture sector and that construction of an SCM plant would take approximately two years. We currently intend to continue to develop products in the agricultural sector.
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nOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)
CoreTer
On
February 27, 2026 the Company secured a $
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 February 28, 2026,
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. The Company entered into a $
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.
Management cannot guarantee any other potential debt of 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 issuance date of this report. If adequate funds are not available on acceptable terms, or at all, the Company will need to curtail operations or cease operations completely.
| 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, 2025, in our Annual Report on Form 10-K filed with the SEC on March 18, 2026. The results of the three months ended February 28, 2026 (unaudited), are not necessarily indicative of the results to be expected for the full year ending November 30, 2026.
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 February 28, 2026 and November 30, 2025, the Company had no accounts receivable.
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.
| 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 months ended February 28, 2026 and 2025. 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 months ended February 28, 2026 and 2025.
SCHEDULE OF OUTSTANDING SHARES EXCLUDED FROM DILUTED LOSS PER SHARE
| Three Months Ended, | ||||||||
| February 28, 2026 | February 28, 2025 | |||||||
| 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.
On May 8, 2025, the Company moved to office space in Sutter Creek, California owned by our Chief Executive
Officer 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 February 28, 2026, the Company was not engaged in any mine exploration.
| 13 |
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Recently Adopted Accounting Standards
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. |
| 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. |
| 14 |
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 has adopted the amendment. The adoption of the amendment had no material effect on the Company’s financial statements.
Accounting Pronouncements Issued But Not Yet Adopted
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 believes that adoption will not have a material effect on its financial statements.
NOTE 4 – MINING RIGHTS
Rulco located in Esmeralda County, Nevada – assignment of mining rights
Pursuant
to an assignment of lease, subject to consent by both Rulco LLC and the US Bureau of Land Management (the “BLM”), 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 BLM and USMC, for
mining rights to approximately
NOTE 5 – PROPERTY AND EQUIPMENT
Property and equipment consisted of the following at:
SCHEDULE OF PROPERTY AND EQUIPMENT
| February 28, 2026 | November 30, 2025 | |||||||
| Furniture and equipment | $ | $ | ||||||
| Machinery and equipment | ||||||||
| Automobiles and trucks | ||||||||
| Construction in process | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
There
was $
| 15 |
NOTE 6 – NOTES PAYABLE
A. Scott Dockter – Chief Executive Officer
On
August 31, 2017, the Company issued a note in the amount of $
Bridge loans – J.J. Astor & Co.
On
July 10, 2025, the Company entered into a $
On
July 28, 2025, the Company entered into a $
Bridge loan – Vanquish Funding Group
On
September 24, 2025, the Company entered into a $
Promissory note - CoreTer
On
February 27, 2026, Company entered into a line of credit agreement (the “Line of Credit Agreement”) with CorTer, LLC, a Nevada
limited liability company (“CoreTer”) which is owned and managed by A. Scott Dockter, the Company’s Chief Executive
Officer, under which CoreTer agreed to make an unsecured loan to the Company of up to $
On
February 27, 2026, the Company also issued an unsecured promissory note to CoreTer, in the principal amount of the lesser of (i) $
Convertible Promissory Notes – USMC
February 8, 2024
On
February 8, 2024, the Company issued a convertible promissory note in the amount of $
| 16 |
NOTE 6 – NOTES PAYABLE (CONTINUED)
Lines of Credit –USMC
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 $
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 $
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. As compensation therefor, Mr. Barto is entitled to a cash fee of $
| 17 |
NOTE 7 – LEASES
The following table presents net lease cost and other supplemental lease information:
SCHEDULE OF LEASE COST AND OTHER SUPPLEMENTAL LEASE INFORMATION
Three Months Ended February 28, 2026 | ||||
| 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
| February 28, 2026 | November 30, 2025 | |||||||
| Accounts payable | $ | $ | ||||||
| Accrued compensation | ||||||||
| 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).
| 18 |
NOTE 9 – COMMITMENTS AND CONTINGENCIES (CONTINUED)
Legal Matters
The Company currently has no legal matters beyond those in the normal course of business.
Note 10 - STOCKHOLDERS’ EQUITY
On
June 16, 2025, principal of $
On
June 16, 2025, principal of $
On
June 16, 2025, principal of $
On
June 24, 2025, shares of the Company’s common stock were issued at $ per share to Brady Barto, a former director,
in lieu of $
On July 28, 2025, shares of the Company’s common stock were due to be authorized at $per share in accordance with the July 28, 2025 note payable with J.J. Astor. The shares are included in the stated in the balance sheet for February 28, 2026 but are not included in the 277,968,151 stated on the cover page.
On October 26, 2025, shares of the Company’s common stock were due to be authorized at $ per share in accordance with the July 28, 2025 note payable with J.J. Astor. The shares are included in the stated in the balance sheet for February 28, 2026 but are not included in the 277,968,151 stated on the cover page.
| 19 |
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 February 28, 2026, options to purchase an aggregate of shares of common stock have not been issued 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. An option for shares of common stock expired during the three months ended February 28, 2026.
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 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 Option Plan at February 6, 2025 had their exercise period extended until February 6, 2030.
| Grant Date | Number of Options | Stock Price | Exercise Price | Expected Volatility | Risk-free Interest Rate | Dividend Rate | Expected Term | Fair Value | ||||||||||||||||||||||
| $ | $ | % | % | % | years | $ | ||||||||||||||||||||||||
The Company granted no options during the three months ended February 28, 2026. The Company granted options to purchase an aggregate of shares of common stock during the three months ended February 28, 2025.
There was no fair value of options granted and vested during the three months ended February 28, 2026 as options were granted. The weighted average grant date fair value of options granted and vested during the three months ended February 28, 2025 was $.
| 20 |
Note 11 – STOCK-BASED COMPENSATION (CONTINUED)
Other Stock-based Compensation
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 stock option to purchase up to shares of our common stock at an exercise price of $ 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.
SCHEDULE OF STOCK OPTION ACTIVITY FOR QUALIFIED AND UNQUALIFIED STOCK OPTIONS
| Weighted | ||||||||
| Number of | Average | |||||||
| Shares | Exercise Price | |||||||
| Outstanding at November 30, 2024 | $ | |||||||
| Granted | $ | |||||||
| Exercised | $ | |||||||
| Expired or cancelled | $ | |||||||
| Outstanding at February 28, 2025 | $ | |||||||
| Outstanding at November 30, 2025 | $ | |||||||
| Granted | $ | |||||||
| Exercised | ||||||||
| Expired or cancelled | ) | $ | ||||||
| Outstanding at February 28, 2026 | $ | |||||||
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 five years.
Total compensation expense related to the options was $ and $ for the three months ended February 28, 2026 and 2025, respectively. As of February 28, 2026, there was $ compensation cost to be expensed related to non-vested stock options.
As of February 28, 2026, 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.
| 21 |
NOTE 12 – RELATED PARTY TRANSACTIONS
US Mine Corporation
During
the three months ended February 28, 2026 and 2025, USMC paid expenses of $
USMC Notes
On
February 8, 2024, the Company issued a convertible promissory note in the amount of $
Terms
of a new line of credit and unsecured grid promissory note have not yet been determined. USMC has advanced an additional $
A
related party advanced the Company $
A
related party advanced the Company $
| 22 |
NOTE 12 – RELATED PARTY TRANSACTIONS (CONTINUED)
Promissory note - CoreTer
On
February 27, 2026, the Company entered into the Line of Credit Agreement with CorTer, LLC, a Nevada limited liability company (“CoreTer”)
which is owned and managed by A. Scott Dockter, the Company’s Chief Executive Officer, under which CoreTer agreed to make an
unsecured loan to the Company of up to $
On
February 27, 2026, the Company also issued an unsecured promissory note to CoreTer, in the principal amount of the lesser of (i) $
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 $
| 23 |
NOTE 12 – RELATED PARTY TRANSACTIONS (CONTINUED)
On
September 11, 2023, the Company entered into the Barto Agreement (see Note 6) pursuant to which Mr. Barto agrees to devote as much
time as is necessary to perform completely the duties as a director. Mr. Barto shall be notified within 30 days before the end of
the twelve months whether his contract shall be renewed under the same terms of compensation. As compensation therefor, Mr. Barto
is entitled to a cash fee of $
On February 23, 2024, the board of directors authorized the 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 year ended November 30, 2025.
Leases
On
May 8, 2025, the Company moved its corporate offices to Sutter Creek, California, which it leases from its Chief Executive Officer for
$
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
The Company had no revenues for the three months ended February 28, 2026 and 2025.
Accounts Receivable
The Company had no accounts receivable as of February 28, 2026 and 2025.
Vendors
The Company had no purchases for the three months ended February 28, 2026 and 2025.
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 February 28, 2026 through the date the condensed consolidated financial statements were filed. During this period the Company did not have any material reportable subsequent events.
| 24 |
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, 2025, as filed with the Securities and Exchange Commission (the “SEC”) on March 18, 2026, 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; |
| ● | 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 a natural resources company that provides solutions to the agriculture markets in the United States, through our two subsidiaries, Purebase AG, and Purebase AM. Until June 2025, we utilized 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 significant owner of USMC. We continue to purchase minerals from USMC for our agricultural products. In addition, until June 2025, a substantial portion of the minerals used by us were obtained from properties owned or controlled by US Mine, LLC, a California limited liability company. Mr. Bremer is also a significant owner of US Mine, LLC.
Agricultural Sector
We develop specialized sun protectants. We have developed and will seek to develop additional products derived from mineralized materials of kaolin clay.
Construction Sector
We had been developing and testing a kaolin-based product that we believed would help create a lower CO2-emitting concrete through the use of high-quality supplementary cementitious materials (“SCMs”). However, in 2025 we decided to no longer develop and pursue the SCM market as we believe that we can achieve higher margins in the agriculture sector and that construction of an SCM plant would take approximately two years. We currently intend to continue to develop products in the agriculture sector.
CoreTer
On February 27, 2026 we secured a $1,000,000 convertible line of credit from CoreTer LLC Nevada limited liability company (“CoreTer”), which engages in mining exploration activities and the commercialization of natural resources and which is owned and operated by A. Scott Dockter, our chief executive officer and a director. To date, we have received $727,210 in funds on the line of credit. Through this relationship with CoreTer, we currently intend to invest in CoreTer’s mining projects, whereby we will be entitled to a certain percentage of mined resources in exchange for equity in our company.
| 25 |
Results of Operations
Comparison of the Three Months Ended February 28, 2026 to the Three Months Ended February 28, 2025
| February 28, 2026 | February 28, 2025 | Variance | ||||||||||
| Revenue, net | $ | - | $ | - | $ | - | ||||||
| Cost of goods sold | - | - | - | |||||||||
| Operating income | - | - | - | |||||||||
| Operating Expenses: | ||||||||||||
| Selling, general and administrative | 219,456 | 385,069 | (165,613 | ) | ||||||||
| Stock based compensation | 11,646 | 33,147 | (21,501 | ) | ||||||||
| Total operating expenses | 231,102 | 418,216 | (187,114 | ) | ||||||||
| Loss from operations | (231,102 | ) | (418,216 | ) | 187,114 | |||||||
| Interest expense | (112,306 | ) | (359 | ) | (111,947 | ) | ||||||
| Interest expense, related parties | (3,639 | ) | (34,113 | ) | 30,474 | |||||||
| Loss before provision for income taxes | (347,047 | ) | (452,688 | ) | 105,641 | |||||||
| Provision for income tases | - | - | - | |||||||||
| Net Loss | $ | (347,047 | ) | $ | (452,688 | ) | $ | 105,641 | ||||
Revenues
There was no revenue for the three months ended February 28, 2026 and 2025. Customer purchases of agricultural products is seasonal and usually do not begin until the Company’s second quarter.
Cost of Goods Sold
There was no cost of goods sold for the three months ended February 28, 2026 and 2025 as there was no revenue during those periods.
Operating Expenses
Total operating expenses decreased by $187,114, or 45%, for the three months ended February 28, 2026, as compared to the three months ended February 28, 2025. The decrease in operating expenses was primarily due to a decrease in general and administrative wages and related expenses of $80,141 due to a reduction in workforce, a reduction in professional services of $72,150, a reduction in stock-based compensation of $21,501, a reduction in selling expenses of $11,241, and a decrease in various general and administrative expenses of $2,081.
Interest Expense
Interest expense increased by $111,947 for the three months ended February 28, 2026, as compared to the three months ended February 28, 2025. The increase was due to interest on the J.J. Astor & Co. (“J.J. Astor”) note and the Vanquish Funding Group Inc. (“Vanquish”) note.
Interest Expense, Related Parties
Interest expense related parties decreased by $30,474 for the three months ended February 28, 2026, as compared to the three months ended February 28, 2025, primarily due to the June 16, 2025 conversion to common stock of borrowings on a line of credit, on the increased advances on a note payable, and on other advances from USMC.
Liquidity and Capital Resources
As of February 28, 2026, we had cash on hand of $111,629 and a working capital deficiency of $1,439,631, as compared to cash on hand of $5,304 and a working capital deficiency of $1,104,359 as of November 30, 2025. The increase in working capital deficiency of $335,272 is a result of the line of credit with CoreTer of $531,090, an increase in a note payable from Vanquish of $11,345 due to debt discount amortization, an increase in notes payable related party of $15,000, an increase in convertible notes payable related party of $4,500, a decrease in the right of use lease asset of $4,311, and an increase in interest payable related party of $3,638, offset by an increase in cash of $106,325, a net decrease in a note payable from J.J. Astor of $67,911 due to $168,281 in payments offset by $27,369 increase from accrued interest and $73,001 debt discount amortization, an increase in accounts payable and accrued expenses of $41,034, an increase in prepaid expenses of $14,960, and a decrease in lease liability of $4,382.
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 2026, 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 entered into a $1,000,000 line of credit on February 27, 2026 with CoreTer LLC, a related party. The Company has received $771,302 in funds on the line of credit as of the date of this filing.
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.
| 26 |
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 February 28, 2026 of $66,835,274, negative cash flows from operating activities of $271,484 for the three months ended February 28, 2026 and a working capital deficiency of $1,439,631 as of February 28, 2026. During the three months ended February 28, 2026, the Company received net cash proceeds of $531,090 from CoreTer through a line of credit and $15,000 from a loan from a related party. The Company paid $168,281 on the J.J. Astor bridge loan. If the Company does not generate additional revenue and obtain bridge loans or equity and other 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 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.
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. The Company entered into a $1,000,000 line of credit on February 27, 2026 with CoreTer LLC, a related party. The Company has received $771,302 in funds on the line of credit as of the date of this filing.
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.
Management cannot guarantee any other potential debt of 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 issuance date of this report. If adequate funds are not available on acceptable terms, or at all, the Company will need to curtail operations or cease operations completely.
Working Capital Deficiency
| February 28, 2026 | November 30, 2025 | |||||||
| Current assets | $ | 166,305 | $ | 49,331 | ||||
| Current liabilities | 1,605,936 | 1,153,690 | ||||||
| Working capital deficiency | $ | (1,439,631 | ) | $ | (1,104,359 | ) | ||
The increase in current assets of $116,974 as of February 28, 2026, is due to an increase in cash of $106,325 and an increase in prepaid expenses of $14,960, offset by a decrease in right of use lease asset of $4,311. The increase in current liabilities of $452,246 is the result of an increase in a bridge loan from CoreTer of $531,090, an increase in notes payable related party of $15,000, an increase in the Vanquish bridge loan of $11,345, an increase in convertible notes payable related parties of $4,500, and an increase in interest payable related parties of $3,638, offset by a decrease in the J.J. Astor bridge loan of $67,911, a decrease in accounts payable and accrued expenses of $41,034, and a decrease in lease liability of $4,382.
Cash Flows
| Three Months Ended | ||||||||
| February 28, 2026 | February 28, 2025 | |||||||
| Net cash used in operating activities | $ | (271,484 | ) | $ | (348,110 | ) | ||
| Net cash used in investing activities | - | - | ||||||
| Net cash provided by financing activities | 377,809 | 340,000 | ||||||
| Net increase (decrease) in cash | $ | 106,325 | $ | (8,110 | ) | |||
Operating Activities
Net cash used in operating activities was $271,484 for the three months ended February 28, 2026, due to a net loss of $347,047, an increase in prepaid expenses and other current assets of $14,960, a decrease in accounts payable and accrued expenses of $41,034, and a decrease in lease liability of $4,382, offset by an increase in debt discount amortization of $111,715, an increase in stock-based compensation of $11,646, an increase in non-cash board of directors compensation of $4,500, a decrease in right of use asset of $4,311, an increase in interest payable related parties of $3,638, and an increase in depreciation of $129. Net cash used in operating activities was $348,110 for the three months ended February 28, 2025, due to a net loss of $452,688, and an increase in prepaid expenses and other current assets of $24,798, offset by an increase in accounts payable and accrued expenses of $50,797, an increase in interest payable related parties of $34,113, an increase in stock-based compensation of $33,147, an increase in non-cash board of directors compensation of $5,500, an increase in common stock issued for services of $4,000, and an increase in depreciation of $1,819.
| 27 |
Investing Activities
There were no investing activities in the three months ended February 28, 2026 and 2025.
Financing Activities
For the three months ended February 28, 2026, net cash provided by financing activities was $377,809, consisting of advances from CoreTer of $531,090 and proceeds from a loan from a related party of $15,000, offset by $168,281 payments on the J.J. Astor bridge loan. For the three months ended February 28, 2025, net cash provided by financing activities was $340,000, consisting of advances from USMC of $238,449 and increases in the line of credit from USMC of $101,551.
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, 2025, as filed with the SEC on March 18, 2026.
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 February 28, 2026 due to the material weaknesses in internal control over financial reporting described below.
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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 February 28, 2026, 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
Our business faces many risks, a number of which are described under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended November 30, 2025 filed with the SEC on March 18, 2026. Other than as set forth below, there have been no material changes from the risk factors previously disclosed in such Annual Report.
There may exist conflicts as a result of our chief executive officer’s ownership and management of CoreTer.
A. Scott Docker, our Chief Executive Officer and director, is also the owner and managing member of CoreTer, which is in a similar industry as our company. As such, at times there may be conflicts of interest between CoreTer and our company, including time devoted by Mr. Dockter to the needs of CoreTer compared to the Company, which may negatively impact the Company’s operations. In addition, Mr. Dockter may have contractual or fiduciary obligations to CoreTer that compete with the Company’s or conflicts with respect to business opportunities that may arise in the commercialization of natural resources which may have a negative impact on the Company’s business.
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 February 28, 2026, no director, officer or Section 16 officer
ITEM 6. EXHIBITS
| Exhibit Number | Description | |
| 31.1* | Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer | |
| 31.2* | Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Chief Financial Officer | |
| 32.1* | Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer | |
| 32.2* | Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Chief Financial Officer | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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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: | April 15, 2026 |
| By: | /s/ Stephen Gillings | |
| Stephen Gillings | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
| Date: | April 15, 2026 |
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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: | April 15, 2026 | |
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: | April 15, 2026 |
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: | April 15, 2026 |
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: | April 15, 2026 |