UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
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Item 1.01 Entry into a Material Definitive Agreement.
On June 18, 2025 (the “Effective Date”), Purebase Corporation, a Nevada corporation (“Purebase”), entered into a Master Agreement (the “Purebase Master Agreement”) with US Mine Corp., a Nevada corporation (“USMC”), US Copper LLC, a Nevada limited liability company (“US Copper LLC”), and US Mine LLC, a California limited liability company (“US Mine LLC” and, together with USMC and US Copper LLC, the “US Mine Entities”), pursuant to which:
| ● | Purebase and US Mine LLC cancelled and terminated (a) the mining rights US Mine LLC granted Purebase to purchase up to 100,000,000 tons of metakaolin supplementary cementitious materials from properties owned by US Mine located at 8625 State Highway 124 in Ione, California (the “Mining Rights”), and (b) stock options Purebase granted US Mine LLC to purchase up to 116,000,000 shares of Purebase’s common stock at an exercise price of $0.38 per share (the “Stock Options”), which Mining Rights and Stock Options had been granted pursuant to that certain Materials Extraction Agreement between Purebase and US Mine LLC, dated May 27, 2021, as first amended on October 6, 2021, and as further amended on November 1, 2023; | |
| ● | USMC granted Purebase a six-month option to purchase certain mining equipment (“Equipment”) from USMC, which purchase shall be at the fair market value of such Equipment as agreed between Purebase and USMC; | |
| ● | Purebase and the Bremer Family 1995 Living Trust, a trust for which John Bremer, a member of Purebase’s board of directors is trustee, executed a rescission (the “Rescission Agreement”) of that certain Purchase and Sale Agreement, dated April 1, 2020, by and between Purebase and the Bremer Family 1995 Living Trust, as amended, for the purchase of approximately 280 acres of mining property containing five placer mining claims known as the “Snow White Mine,” located near Barstow, California in San Bernardino County; | |
| ● | USMC and Purebase entered into an Assignment of Lease (the “Assignment of Lease”), pursuant to which USMC assigned, transferred, and set over to Purebase all rights, title, and interest held by USMC in and to the BLM Preference Right Lease Serial No. N-62445-01 between the US Bureau of Land Management and USMC, for mining rights to approximately 2,500 acres located on the western side of the Weepah Hills in the Mount Diablo Meridian area of Esmeralda County, Nevada, subject to the terms and conditions set forth therein; and | |
| ● | Purebase provided the US Mine Entities with a general release and agreed to indemnify the US Mine Entities and certain related parties against third party claims. |
Concurrently with the execution of the Purebase Master Agreement, Arthur Scott Dockter, Purebase’s Chief Executive Officer (“Mr. Dockter”), and Teresa Dockter, Mr. Dockter’s spouse (“Ms. Dockter”), entered into a Master Agreement (the “Dockter Master Agreement”) with the US Mine Entities, pursuant to which:
| ● | Mr. Dockter agreed to purchase from USMC, and USMC agreed to sell to Mr. Dockter, 122,945,823 shares of Purebase’s common stock currently held by USMC, for an aggregate purchase price of $14,555,665.84, plus interest, compounded monthly, at an annual rate equal to ten percent (10%), accruing from the Effective Date, in a closing to occur no later than the one (1) year anniversary of the Effective Date, upon the terms and conditions set forth in a Common Stock Purchase Agreement by and between Mr. Dockter and USMC, dated as of the Effective Date (the “Purchase Agreement”); |
| ● | The US Mine Entities repurchased from Mr. Dockter all of the equity interests Mr. Dockter held in the US Mine Entities; | |
| ● | Mr. Dockter and Ms. Dockter each resigned from any and all positions they held with the US Mine Entities and at any of their subsidiaries; and | |
| ● | Mr. Dockter and Ms. Dockter provided the US Mine Entities with a general release and agreed to indemnify the US Mine Entities and certain related parties against third party claims. |
The foregoing descriptions of the Purebase Master Agreement, Rescission Agreement, Assignment of Lease, Dockter Master Agreement and the Purchase Agreement are qualified in their entirety by reference to the full text of such documents, copies of which are attached to this report as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, and are incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
On June 16, 2025, Purebase received three conversion notices from USMC, pursuant to which USMC elected to convert amounts Purebase owned USMC (collectively, the “Loan Amounts”) into shares of Purebase’s common stock (collectively, the “Conversion Shares”), as follows:
| ● | The principal amount of $618,000, plus accrued and unpaid interest thereon in the aggregate amount of $56,924.65, due under an 8% unsecured convertible promissory note, was converted into a total of 8,436,559 Conversion Shares; | |
| ● | The principal amount of $1,000,000, plus accrued and unpaid interest thereon in the aggregate amount of $75,928.47, due under an 8% unsecured convertible grid promissory note, was converted into a total of 13,449,106 Conversion Shares; and | |
| ● | Additional advances USMC made to Purebase from January 10, 2025 through April 17, 2025, in the aggregate principal amount of $416,448.66, plus accrued and unpaid interest thereon in the aggregate amount of $10,359.89, was converted into a total of 5,335,107 Conversion Shares. |
Upon the issuance to USMC of the Conversion Shares, the entire Loan Amounts were deemed to be paid-in-full and canceled, and Purebase has no further obligation to USMC with respect thereto.
The issuance of the Conversion Shares is 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
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Purebase has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| PUREBASE CORPORATION | ||
| Dated: July 8, 2025 | By: | /s/ A. Scott Dockter |
| A. Scott Dockter | ||
| Chief Executive Officer | ||
Exhibit 10.1
PUREBASE MASTER AGREEMENT
This MASTER AGREEMENT (this “Agreement”) is effective as of the 18th day of June, 2025 (the “Effective Date”), between and among US Mine Corp., a Nevada corporation (“US Mine Corp”), US Copper LLC, a Nevada limited liability company (“US Copper LLC”), US Mine LLC, a California limited liability company (“US Mine LLC” and, together with US Mine Corp and US Copper LLC, the “US Mine Entities”), and Purebase Corporation, a Nevada corporation (“Purebase”). US Mine Corp, US Copper LLC, US Mine LLC, and Purebase are collectively referred to herein as the “Parties” and individually as a “Party.”
W I T N E S S E T H
WHEREAS, Purebase and US Mine LLC are party to that certain Materials Extraction Agreement, dated May 27, 2021, as first amended on October 6, 2021, and as further amended November 1, 2023 (the “Materials Extraction Agreement”);
WHEREAS, pursuant to and subject to the terms of the Materials Extraction Agreement, US Mine LLC granted Purebase the right to purchase up to 100,000,000 tons of Materials (as defined in the Materials Extraction Agreement) (the “Mining Rights”) and Purebase granted US Mine LLC options to purchase shares of Purebase common stock (the “Purebase Stock Options”);
WHEREAS, Purebase and US Mine LLC each desire to cancel the Mining Rights and the Purebase Stock Options, on the terms set forth herein;
WHEREAS, US Mine Corp desires to provide Purebase with a six-month option to purchase certain equipment, on the terms set forth herein;
WHEREAS, each of the Parties to this Agreement has determined for and on behalf of itself that it is in the best interest of such Party to enter into this Agreement and the other documents contemplated by this Agreement (together, the “Transaction Documents”), and consummate the transactions contemplated hereby;
WHEREAS, concurrent with the execution of this Agreement, Purebase and the Bremer Family 1995 Living Trust have executed a rescission (the “Rescission”) of that certain Purchase and Sale Agreement, dated April 1, 2020, by and between Purebase and the Bremer Family 1995 Living Trust, as amended, for the purchase of approximately 280 acres of mining property containing five placer mining claims known as the “Snow White Mine”, located near Barstow, California in San Bernardino County; and
WHEREAS, concurrent with the execution of this Agreement, US Mine Corp and Purebase have entered into that certain Assignment of Lease (the “Assignment of Lease”), pursuant to which US Mine Corp assigns, transfers, and sets over to Purebase all rights, title, and interest held by US Mine Corp in and to the BLM Preference Right Lease Serial No. N-62445-01 between the US Bureau of Land Management and US Mine Corp, subject to the terms and conditions set forth therein.
NOW, THEREFORE, BE IT RESOLVED, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties to this Agreement hereby agree as follows:
Article I. CANCELLATION OF MINING RIGHTS AND OPTIONS TO PURCHASE PUREBASE COMMON STOCK
Section 1.1. Effective as of the Effective Date, the Mining Rights granted by US Mine LLC to Purebase pursuant to the Materials Extraction Agreement are hereby cancelled and terminated without payment of consideration therefor and Purebase shall have no further rights with respect to the Mining Rights granted to Purebase pursuant to the Materials Extraction Agreement. Purebase hereby waives, relinquishes and gives up all of its right, title and interest in or to the Mining Rights.
Section 1.2. Effective as of the Effective Date, any options granted to US Mine LLC to purchase shares of Purebase common stock pursuant to the Materials Extraction Agreement (the “Purebase Options”) are hereby cancelled and terminated without payment of consideration therefor and US Mine LLC shall have no further rights with respect thereto. US Mine LLC hereby waives, relinquishes and gives up all of its right, title and interest in or to the Purebase Options and any shares subject to the Purebase Options.
Article II. OPTION TO PURCHASE EQUIPMENT
Section 2.1. Subject to the terms and conditions set forth herein, US Mine Corp hereby grants to Purebase an option (the “Option”) to purchase the equipment set forth on Schedule 1 (the “Equipment”), which purchase shall be at the fair market value of such Equipment as agreed between Purebase and US Mine Corp. The Equipment shall be conveyed to Purebase “As Is, Where Is, With All Faults” and in its then present physical condition without any warranty of any kind. The Option may be exercised by Purebase, in whole or in part, at any time after the Effective Date and prior to the date that is six months after the Effective Date.
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Article III. RESCISSION OF PURCHASE AND SALE AGREEMENT
Section 3.1. Concurrent with the execution of this Agreement, Purebase shall deliver to the Bremer Family 1995 Living Trust the Rescission, in the form attached hereto as Exhibit A.
Article IV. TITLE TO PROPERTY
Section 4.1. Purebase hereby acknowledges and agrees that Purebase has no property, ownership, or other rights with respect to any property whatsoever that, as of the Effective Date, is located on any real property owned by the US Mine Entities, except with respect to the property set forth on Schedule 2 (the “Purebase Retained Property”). Purebase further acknowledges and agrees that, except with respect to the Purebase Retained Property, Purebase hereby waives any right to, and, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by Purebase, transfers any and all property, ownership, or other rights Purebase may have to any property whatsoever that, as of the Effective Date, is located on any real property owned by the US Mine Entities.
Article V. GENERAL REPRESENTATIONS.
Section 5.1. As of the date hereof, each Party on behalf of itself represents and warrants to the other Parties as follows: (i) the persons executing this Agreement and all Transaction Documents on behalf of such Party have been duly authorized to do so and to bind such Party; (ii) this Agreement and all Transaction Documents have been duly authorized, executed and delivered by such Party, and do not and will not violate the provisions of any agreements to which such Party is a party; (iii) each Party, if an entity, is duly organized and validly existing in the jurisdiction of its formation; and (iv) this Agreement has been duly executed and delivered by such Party and constitutes a valid and binding agreement of such Party, enforceable against such Party in accordance with its terms.
Section 5.2. As of the date hereof, (i) Purebase represents and warrants that, after giving effect to the transactions contemplated by this Agreement and all Transaction Documents, Purebase will not have any right, title, or interest of any kind to any of the assets or equity of the US Mine Entities, and (ii) Purebase represents and warrants that, after giving effect to the transactions contemplated by this Agreement and all Transaction Documents, Purebase will not have any right to purchase Materials or any other rights against any of the US Mine Entities, pursuant to the Materials Extraction Agreement or otherwise.
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Section 5.3. Survival. The representations and warranties set forth in this Article V shall survive indefinitely. Any claims relating to a fraudulent or willful and material misrepresentation under this Agreement shall survive indefinitely.
Article VI. Confidentiality; NOTICES.
Section 6.1. The Parties agree that the terms and conditions of this Agreement and the Transaction Documents (collectively “Confidential Information”) are in all respects confidential. The Parties agree to maintain the confidentiality of the Confidential Information, subject only to those exceptions agreed to by the Parties as provided herein or otherwise in writing. The Parties agree that they may reveal the terms of this Agreement and the Transaction Documents to their respective auditors, attorneys, direct and indirect equityholders, affiliates and subsidiaries, and each of their respective auditors, attorneys, regulators, advisors and agents, government taxing authorities or as otherwise required by law or regulatory requirements. In the event that any Party hereto believes that it is subject to a legal requirement to divulge any aspect of this Agreement and the Transaction Documents, such Party shall provide immediate notice to the other Parties, to ensure that any Parties can take appropriate action. In the event that any Party breaches this paragraph, all other provisions of this Agreement and the Transaction Documents shall remain in effect.
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Section 6.2. Any notice to be given to a Party under this Agreement shall be given in writing and shall be effective when sent, provided such notice is sent by mail, postage prepaid, concurrently with transmission by e-mail, as follows:
If to the US Mine Entities:
US Mine Corp, P.O. Box 580 Ione, CA 95640
Sean Varner, 3750 University Ave, Sixth Floor, Riverside, CA 92501
Craig Barto, 2633 Cherry Ave, Signal Hill, CA 90755
If to Purebase:
14110 Ridge Road
Sutter Creek,
CA 95685
Article VII. RELEASE.
Section 7.1. Release of Claims. Upon the Effective Date, with the sole exception of obligations arising under this Agreement and the Transaction Documents, Purebase (the “Releasor”), on behalf of itself and its past, present and future successors, affiliates, agents, assigns, representatives, officers, owners, employees, directors, attorneys, successors and subsidiaries, hereby releases the US Mine Entities and their respective agents, representatives, officers, owners, employees, directors, attorneys, successors, affiliates, subsidiaries and assigns from any and all actions, claims, lawsuits, administrative and judicial proceedings, appeals, demands, challenges, rights, fees, trade payables, liabilities, debts, judgments, accounts, monies, reckonings, losses, liens, obligations, promises, agreements, costs, expenses (including legal fees), damages, and/or causes of action, of any kind, whether now known or unknown, foreseen or unforeseen, suspected or unsuspected, matured or unmatured, actual or possible, at law or in equity, throughout the universe from the beginning of time to the Effective Date (collectively and severally, “Claims”).
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Section 7.2. General Release. The Releasor is aware that facts may be discovered later that are different from and/or in addition to those that the Releasor now knows or believes to be true. The Releasor acknowledges that it has been informed of, and is familiar with, California Civil Code Section 1542, which provides:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
To the extent California Civil Code Section 1542 or any similar legal provision may apply to the release in Section 7.1 above, the Releasor does knowingly, after having first obtained the advice of its attorneys, waive all rights under California Civil Code Section 1542 and all similar legal provisions, and intends that all releases and discharges specified in Section 7.1, known and unknown, extend to all Claims the Releasor has, had, or may have, as described in Section 7.1.
Article VIII. INDEMNIFICATION
Section 8.1. Indemnification. Purebase, on behalf of itself and each of its past, current and future affiliates, heirs, executors, estate, representatives and permitted assigns (each an “Indemnifying Party”) shall indemnify, defend (with competent and experienced counsel), and hold harmless the US Mine Entities, Craig Barto, Bradford Barto, John Bremer and each of their respective affiliates, subsidiaries, trusts, directors, managers, officers, shareholders, members, employees, heirs, executors, predecessors, successors, assigns, and representatives (each an “Indemnified Party” and collectively, “Indemnified Parties”), from any and all third party claims, suits, charges, complaints, grievances, arbitrations, inquiries, mediations, audits, investigations, litigation, counterclaims, demands, debts, obligations, accounts, losses, liabilities, liens, judgments, contracts, torts, charges, actions or causes of action, whether known or unknown, mature or unmatured, absolute or contingent, now existing or hereafter arising or discovered, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, or due or to become due, at law, in equity or otherwise, whether arising by statute or common law, in contract, in tort or otherwise (each, a “Third-Party Claim”) asserted against the Indemnified Parties, and any damages, liabilities, fines, penalties, costs and expenses payable to a third party in connection therewith (“Third-Party Damages”), suffered or incurred by the Indemnified Parties in connection therewith to the extent relating to or arising out of any contracts or other business matters arising out of or related to the Indemnifying Parties’ actions or inactions at any time, provided, however, that the Indemnifying Party shall have no obligation to indemnify the Indemnified Parties pursuant to this Section 8.1 for Third-Party Damages associated with Third-Party Claims arising solely from matters properly presented to and explicitly approved by the Board of Directors of US Mine Corp or the Managing Member of US Mine LLC or US Copper LLC prior to the Effective Date. The Indemnifying Party shall also indemnify, defend (with competent and experienced counsel), and hold harmless the Indemnified Parties from any and all costs, expenses, or other liabilities, now existing or hereafter arising, to the extent relating to the Purebase Retained Property.
Section 8.2. Indemnity Process. In the event of any Third-Party Claim subject to indemnification hereunder, the Indemnified Party seeking indemnification shall give written notice to the Indemnifying Party; provided, any delay or failure of notice shall not relieve the Indemnifying Party of its obligations hereunder. The Indemnifying Party shall have control over the defense of the Third-Party Claim, at the Indemnifying Party’s expense and using competent and experienced counsel of the Indemnifying Party’s choice, provided that the Indemnifying Party may not settle, compromise, or admit liability to the Third-Party Claim without the prior, written consent of the Indemnified Party, such consent not to be unreasonably withheld. The Indemnified Party shall have the right to participate in the defense, using counsel of the Indemnified Party’s choice, and such participation shall be at the Indemnifying Party’s sole expense. In the event the Indemnified Party reasonably determines there is an actual or likely conflict in the Indemnifying Party’s and the Indemnified Party’s respective interests related to the Third-Party Claim, the Indemnifying Party shall, at its sole cost and expense, cause its selected counsel to employ reasonable and customary measures (such as separate legal teams with a “information screen” separating them), which are reasonably acceptable to the Indemnified Party, to mitigate such conflicts. After any final decision, judgment or award shall have been rendered by a governmental authority of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the Indemnified Party and the Indemnifying Party shall have arrived at a mutually binding agreement with respect to a claim hereunder, then the Indemnifying Party shall promptly pay, or cause to be paid, to the Indemnified Party any sums due and owing pursuant to this Agreement with respect to such matter.
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Article IX. Miscellaneous.
Section 9.1. Full Satisfaction. This Agreement, together with the Transaction Documents, constitutes the full and complete agreement between the Parties with respect to the matters herein and nothing herein may be modified, amended, or waived except if in writing and signed by all of the Parties hereto.
Section 9.2. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the executors, administrators, heirs, successors, and assigns of the Parties.
Section 9.3. Headings. The headings and captions used in this Agreement are for convenience only and shall not be deemed to affect in any way the language of the provisions to which they refer.
Section 9.4. Additional Documents. The Parties agree to take any further actions and execute any further documents as are reasonably needed to carry out the spirit and intent of this Agreement.
Section 9.5. Severability. If any provision of this Agreement shall be held to be illegal, invalid, or unenforceable, that provision shall be modified and interpreted to permit its enforcement in a manner most closely representing the intentions of the Parties as expressed herein and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 9.6. Governing Law and Venue. This Agreement shall be construed and governed by the laws of the State of California without reference to any conflict of law rules. All claims arising under or out of this Agreement shall be brought exclusively in the federal or state courts in California.
Section 9.7. Attorneys’ Fees. In the event of any action, suit or proceeding arising from or based upon this Agreement brought by any Party hereto against another Party hereto, the prevailing Party shall be entitled to recover from the other its reasonable documented attorneys’ fees in connection therewith in addition to the costs of that action, suit or proceeding.
Section 9.8. Counterparts. This Agreement may be executed in counterparts which shall collectively be deemed the original. This Agreement shall not be binding or effective until full execution of the Agreement. Facsimile or.pdf format copies of the executed Agreement shall have the same force and effect as an original.
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IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each of the Parties as of the day first above written.
| US MINE CORP, a Nevada corporation | ||
| By: | ||
| Name: | John Bremer | |
| Title: | President | |
| US MINE LLC, a California limited liability company | ||
| By: | ||
| Name: | John Bremer | |
| Title: | Member | |
| US COPPER LLC, a Nevada limited liability company | ||
| By: | ||
| Name: | John Bremer | |
| Title: | Member | |
| PUREBASE CORPORATION, a Nevada corporation | ||
| By: | ||
| Name: | ||
| Title: | ||
[Signature Page to Master Agreement]
Exhibit A
Form of Rescission
Schedule 1
Equipment
| ● | CAT Scraper. 631E / 1NB00718. |
| ● | CAT Scraper. 631E / 1AB01664. |
| ● | CAT Scraper. 631E / 1NB01393. |
| ● | CAT Scraper. 631E / 1AB01704. |
| ● | CAT Dozer. D8T / AW400451. |
Schedule 2
Purebase Retained Property
| ● | 60” plant feed conveyor belt, with 30 hp motor |
| ● | Belt scales, apron feeders (60”, 40 hp) hoppers, chutes, etc. |
| ● | Dominion SAG mill 11.5’ x 18’ with 1,000 hp motor |
| ● | Marcy ball mill 11’ x 15’ with 1,000 hp motor |
| ● | Atlas 7’ x 15’ ball mill with 350 hp motor |
| ● | Truck shop with 10 ton overhead crane |
| ● | Mill building with two 10 ton overhead cranes |
Exhibit 10.2
RESCISSION AGREEMENT
This Rescission Agreement (this “Agreement”) is made as of this 18th day of June, 2025 (the “Effective Date”), by and between Purebase Corporation, a Nevada corporation with an office at 8631 State Highway 124, Ione, CA 95640 (“Purebase”), and Bremer Family 1995 Living Family Trust, with an office at 1660 Chicago Avenue, Suite M11, Riverside, CA 92507-2033 (the “Bremer Family Trust” and, together with Purebase, collectively, the “Parties”).
A. WHEREAS, on April 1, 2020, Purebase and the Bremer Family Trust entered into a certain Purchase and Sale Agreement (as it has been amended to date, the “Purchase Agreement”), pursuant to which, subject to certain closing conditions, the Bremer Family Trust agreed to sell, and Purebase agreed to purchase, the property generally known as the Snow White Mine, as more specifically described on Exhibit A thereto (the “Real Property”);
B. WHEREAS, concurrent with the execution of this Agreement, Purebase, US Mine Corp., a Nevada corporation, US Copper LLC, a Nevada limited liability company, and US Mine LLC, a California limited liability company, have entered into that certain Purebase Master Agreement (the “Purebase Master Agreement”), subject to the terms and conditions set forth therein; and
C. WHEREAS, the Parties desire to rescind the Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual terms, covenants and conditions contained in this Agreement, the Parties agree as follows:
1. Rescission. The Parties hereby rescind the Purchase Agreement in its entirety and declare the Purchase Agreement and the purchase and sale of the Real Property contemplated thereunder to be void ab initio, and hereby release each other from any and all obligations under or pursuant to the Purchase Agreement.
2. Further Assurances. From time to time after the execution of this Agreement, the parties shall, at the sole cost of Purebase, perform such other acts and shall execute and deliver and shall furnish such other instruments, documents, materials and information, as may be reasonably requested in order to effectuate the rescission provided for in this Agreement.
3. Complete Agreement. This Agreement shall constitute the entire agreement between the parties respecting the subject matter hereof, and there are no agreements, representations, or warranties of any kind except as expressly set forth in this Agreement.
4. Binding Effect. The terms and conditions contained in this Agreement shall inure to the benefit of, and be binding upon, the successors and assigns of the Parties.
5. Amendment. No modification of or amendment to this Agreement shall be valid unless in writing signed by the Parties.
6. Interpretation, Construction. Should any provision of this Agreement require interpretation or construction, the parties agree that this Agreement will be interpreted or construed without any presumption that the provisions of this Agreement are to be strictly construed against the party which itself or through its agents prepared the Agreement; it being agreed that the parties and their respective counsel and other agents have fully and equally participated in the preparation, negotiation, review and approval of all provisions of this Agreement.
7. Governing Law and Consent to Jurisdiction. The parties agree that this Agreement will be construed and enforced in accordance with the law of the State of California.
8. Execution in Counterparts. This Agreement may be executed in counterparts which shall, upon execution and delivery of identical counterparts, comprise a single agreement. The parties will accept facsimile and electronically transmitted or executed signatures as original signatures.
9. Attorney’s Fees. If any Party hereto brings an action or other proceeding against the other to enforce any of the terms, covenants or conditions hereof or any instrument executed pursuant to this Agreement, or by reason of any breach or default hereunder or thereunder, the Party prevailing in any such action or proceeding and any appeal thereupon shall be paid all of its costs and reasonable attorneys’ fees incurred therein.
*****
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IN WITNESS WHEREOF, this Agreement has been entered into as of the day and year first above written.
| BREMER FAMILY 1995 LIVING FAMILY TRUST | ||
| By: | ||
| Name: | John Bremer | |
| Title: | Trustee | |
| PUREBASE CORPORATION | ||
| By: | ||
| Name: | Arthur S. Dockter | |
| Title: | CEO | |
[Signature Page to Rescission Agreement]
Exhibit 10.3
Privileged & Confidential Attorney Work Product
Exhibit A
ASSIGNMENT OF LEASE
This Assignment of Lease (the “Assignment”) is made and effective June 18, 2025,
| BETWEEN: | US Mine Corporation (the “Lessee/Assignor”), a company organized and existing under the laws of the State of Nevada, with its head office located at: |
| P.O Box 580 | |
| Ione, CA 95640 | |
| AND: | Purebase Corporation (the “Assignee”), a company organized and existing under the laws of the State of Nevada, with its head office located at: |
| 14110 Ridge Road | |
| Sutter Creek, CA 95685 |
FOR THE VALUE SET FORTH HEREIN, the undersigned Assignor hereby assigns, transfers and sets over to Assignee all rights, title and interest held by the Assignor in and to the BLM Preference Right Lease Serial No. N-62445-01 (the “Lease”) between the US Bureau of Land Management (as “Lessor”) and Assignor. Prior to the effective date of Assignment, Assignor held all interests associated with the Lease, and no overriding royalties were retained.
| 1. | TERMS |
| a. | The Assignee hereby assumes and agrees to perform all the remaining and executory obligations of the Assignor under the Lease including the future Lease Payments and Minimum Exploration Expenditures and agrees to indemnify and hold the Assignor harmless from any claim or demand resulting from non-performance by the Assignee. | |
| b. | The Assignor warrants that the Lease is without modification and remains subject to the terms contained therein. | |
| c. | The Assignor further warrants that it has full right and authority to transfer said Lease and that the contract rights transferred herein are free of lien. | |
| d. | This assignment shall be binding upon and inure to the benefit of the parties, their successors and assigns. |
| 2. | CONDITIONS TO ASSIGNMENT |
| a. | The assignment of the Lease shall be conditional upon the satisfaction of the conditions precedent set forth in Article 2 of that certain Lease Transfer Agreement, dated as of the date hereof, by and between the Assignor and the Assignee. | |
| b. | The assignment of the Lease shall be further conditioned on approval of the US Bureau of Land Management. |
| 3. | LESSORS APPROVAL |
| a. | The parties hereto acknowledge that the Lease does not, by its terms, provide for the assignment of the Lease and that any assignment requires approval by the BLM. However, by execution of this Assignment of Lease both Assignor and Assignee agree that this assignment shall be in full force and effect and legally binding on the parties hereto and is intended to transfer all rights, title and interest under the Lease to the Assignee. Furthermore, Assignee agrees to fully indemnify Assignor for any costs or expenses which may be incurred by Assignor in any action challenging the legality or effect of this assignment. |
IN WITNESS WHEREOF, the parties have executed this Assignment on the day and year first above written.
assignor US MINE CORP, a Nevada corporation |
assignee PUREBASE Corporation, a Nevada corporation | |
| Authorized Signature | Authorized Signature | |
| John Bremer, President | Arthur S. Dockter, CEO | |
| Print Name and Title | Print Name and Title |
Exhibit 10.4
MASTER AGREEMENT
This MASTER AGREEMENT (this “Agreement”) is effective as of the 18th day of June, 2025 (the “Effective Date”), between and among Arthur Scott Dockter, an individual (“Mr. Dockter”), Teresa Dockter, an individual (“Ms. Dockter”), US Mine Corp., a Nevada corporation (“US Mine Corp”), US Copper LLC, a Nevada limited liability company (“US Copper LLC”), and US Mine LLC, a California limited liability company (“US Mine LLC” and, together with US Mine Corp and US Copper, LLC, the “US Mine Entities”). Mr. Dockter, Ms. Dockter, US Mine Corp, US Copper LLC, and US Mine LLC are collectively referred to herein as the “Parties” and individually as a “Party.”
W I T N E S S E T H
WHEREAS, US Mine Corp is the record and beneficial holder of 122,945,823 shares of the common stock, par value $0.001 per share (the “Purebase Common Stock”) of Purebase Corporation, a Nevada corporation (“Purebase”);
WHEREAS, Mr. Dockter desires to purchase from US Mine Corp, and US Mine Corp desires to sell to Mr. Dockter, the Purebase Common Stock, on the terms set forth herein (the “Purebase Common Stock Purchase”);
WHEREAS, Mr. Dockter is the record and beneficial holder of (i) 250,000 shares of US Mine Corp’s common stock, par value $0.001 per share (the “US Mine Common Stock”), (ii) 33 1/3% of the membership interest in US Mine, LLC (the “US Mine Membership Interest”), and (iii) 33 1/3% of the membership interest in US Copper, LLC (the “US Copper Membership Interest” and, together with the US Mine Common Stock and the US Mine Membership Interest, the “Repurchased Equity”);
WHEREAS, the US Mine Entities each desire to repurchase from Mr. Dockter, and Mr. Dockter desires to sell to the US Mine Entities, the Repurchased Equity, as applicable, on the terms set forth herein (the “Equity Repurchase”);
WHEREAS, concurrent with the Equity Repurchase, Mr. Dockter and Ms. Dockter each desire to resign as an employee, officer, director, manager, member, and any other position currently held with respect to the US Mine Entities, and the US Mine Entities desire to accept such resignations;
WHEREAS, concurrent with the execution of this Agreement, US Mine Corp, US Mine LLC, and Purebase have entered into a Master Agreement (the “Purebase Master Agreement”), pursuant to which, among other things, Purebase and US Mine LLC will cancel certain rights granted pursuant to that certain Materials Extraction Agreement, dated May 27, 2021, as first amended on October 6, 2021, and as further amended November 1, 2023;
WHEREAS, each of the Parties to this Agreement has determined for and on behalf of itself that it is in the best interest of such Party to enter into this Agreement and the other documents contemplated by this Agreement, including, without limitation, the Purebase Common Stock Purchase Agreement, the US Mine Common Stock Repurchase Agreement, the US Mine LLC Membership Interest Repurchase Agreement, US Copper LLC Membership Interest Repurchase Agreement, and the Resignation Letters, each as defined below (together, the “Transaction Documents”), and consummate the transactions contemplated hereby.
NOW, THEREFORE, BE IT RESOLVED, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties to this Agreement hereby agree as follows:
Article I. PUREBASE COMMON STOCK PURCHASE
Section 1.1. Concurrently with the execution and delivery of this Agreement, Mr. Dockter and US Mine Corp will enter into a common stock purchase agreement in the form attached as Exhibit A hereto (the “Purebase Common Stock Purchase Agreement”), pursuant to which Mr. Dockter will purchase the Purebase Common Stock for an aggregate purchase price of $14,555,665.84, plus interest, compounded monthly, at an annual rate equal to ten percent (10%), accruing from the Effective Date (the “Purebase Common Stock Purchase Price”). Pursuant to the terms of the Purebase Common Stock Purchase Agreement, US Mine Corp’s obligation to transfer the Purebase Common Stock will be conditioned upon the payment in full, in cash, of the entire Purebase Common Stock Purchase Price by Mr. Dockter to US Mine Corp within one (1) year of the date hereof.
Article II. equity repurchase and resignations.
Section 2.1. Concurrently with the execution and delivery of this Agreement, Mr. Dockter and US Mine Corp will enter into a common stock repurchase agreement in the form attached as Exhibit B hereto (the “US Mine Common Stock Repurchase Agreement”), pursuant to which US Mine Corp will repurchase the US Mine Common Stock at par value for an aggregate purchase price of $250.00.
Section 2.2. Concurrently with the execution and delivery of this Agreement, Mr. Dockter and US Mine LLC will enter into a membership interest repurchase agreement in the form attached as Exhibit C hereto (the “US Mine LLC Membership Interest Repurchase Agreement”), pursuant to which US Mine LLC will repurchase the US Mine Membership Interest for an aggregate purchase price of $1.00.
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Section 2.3. Concurrently with the execution and delivery of this Agreement, Mr. Dockter and US Copper LLC will enter into a membership interest repurchase agreement in the form attached as Exhibit D hereto (the “US Copper LLC Membership Interest Repurchase Agreement”), pursuant to which US Copper LLC will repurchase the US Copper Membership Interest for an aggregate purchase price of $1.00.
Section 2.4. Concurrently with the execution and delivery of this Agreement, Mr. Dockter and Ms. Dockter will each execute and deliver to the US Mine Entities resignation letters in the form attached as Exhibit E hereto (the “Resignation Letters”) whereby Mr. Dockter and Ms. Dockter will voluntarily, unconditionally and irrevocably resign from any and all positions they hold as an employee, officer, director, manager, member, as applicable (or equivalent position) and as a member of any and all committees and subcommittees of the board of directors, as applicable (or equivalent body), that the they hold as of immediately prior to the Effective Date at any of the US Mine Entities and at any of their subsidiaries.
Article III. GENERAL REPRESENTATIONS.
Section 3.1. As of the date hereof, each Party on behalf of itself represents and warrants to the other Parties as follows: (i) the persons executing this Agreement and all Transaction Documents on behalf of such Party have been duly authorized to do so and to bind such Party; (ii) this Agreement and all Transaction Documents have been duly authorized, executed and delivered by such Party, and do not and will not violate the provisions of any agreements to which such Party is a party; (iii) each Party, if an entity, is duly organized and validly existing in the jurisdiction of its formation; and (iv) this Agreement has been duly executed and delivered by such Party and constitutes a valid and binding agreement of such Party, enforceable against such Party in accordance with its terms.
Section 3.2. As of the date hereof, (i) Mr. Dockter and Ms. Dockter represent and warrant that, after giving effect to the transactions contemplated by this Agreement and all Transaction Documents, Mr. Dockter and Ms. Dockter will not have any right, title, or interest of any kind to any of the assets or equity of the US Mine Entities, and (ii) Mr. Dockter represents and warrants that the Purebase Master Agreement has been duly authorized, executed and delivered by Purebase.
Section 3.3. Survival. The representations and warranties set forth in this Article III shall survive indefinitely. Any claims relating to a fraudulent or willful and material misrepresentation under this Agreement shall survive indefinitely.
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Article IV. Confidentiality; NOTICES.
Section 4.1. The Parties agree that the terms and conditions of this Agreement and the Transaction Documents (collectively “Confidential Information”) are in all respects confidential. The Parties agree to maintain the confidentiality of the Confidential Information, subject only to those exceptions agreed to by the Parties as provided herein or otherwise in writing. The Parties agree that they may reveal the terms of this Agreement and the Transaction Documents to their respective auditors, attorneys, direct and indirect equityholders, affiliates and subsidiaries, and each of their respective auditors, attorneys, regulators, advisors and agents, government taxing authorities or as otherwise required by law or regulatory requirements. In the event that any Party hereto believes that it is subject to a legal requirement to divulge any aspect of this Agreement and the Transaction Documents, such Party shall provide immediate notice to the other Parties, to ensure that any Parties can take appropriate action. In the event that any Party breaches this paragraph, all other provisions of this Agreement and the Transaction Documents shall remain in effect.
Section 4.2. Any notice to be given to a Party under this Agreement shall be given in writing and shall be effective when sent, provided such notice is sent by mail, postage prepaid, concurrently with transmission by e-mail, as follows:
If to the US Mine Entities:
US Mine Corp, P.O. Box 580 Ione, CA 95640
Sean Varner, 3750 University Ave, Sixth Floor, Riverside, CA 92501
Craig Barto, 2633 Cherry Ave, Signal Hill, CA 90755
If to Mr. Dockter:
14110 Ridge Road
Sutter Creek, CA
95685
If to Ms. Dockter:
14110 Ridge Road
Sutter Creek,
CA 95685
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Article V. RELEASE.
Section 5.1. Release of Claims. Upon the Effective Date, with the sole exception of obligations arising under this Agreement and the Transaction Documents, Mr. Dockter and Ms. Dockter (collectively, the “Releasors”), on behalf of themselves and their respective past, present and future successors, affiliates, agents, and assigns, hereby release the US Mine Entities and their respective agents, representatives, officers, owners, employees, directors, attorneys, successors, affiliates, subsidiaries and assigns from any and all actions, claims, lawsuits, administrative and judicial proceedings, appeals, demands, challenges, rights, fees, trade payables, liabilities, debts, judgments, accounts, monies, reckonings, losses, liens, obligations, promises, agreements, costs, expenses (including legal fees), damages, and/or causes of action, of any kind, whether now known or unknown, foreseen or unforeseen, suspected or unsuspected, matured or unmatured, actual or possible, at law or in equity, throughout the universe from the beginning of time to the Effective Date, including, for the avoidance of doubt, any and all right to indemnification Mr. Dockter would otherwise be entitled to pursuant to the ByLaws of US Mine Corp or any of the governing documents of the US Mine Entities (collectively and severally, “Claims”). Mr. Dockter further agrees to not seek indemnification from any of the US Mine Entities for any claims that arise in the future.
Section 5.2. General Release. The Releasors are aware that facts may be discovered later that are different from and/or in addition to those that the Releasors now know or believe to be true. The Releasors acknowledge that they have been informed of, and are familiar with, California Civil Code Section 1542, which provides:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
To the extent California Civil Code Section 1542 or any similar legal provision may apply to the release in Section 5.1 above, the Releasors do knowingly, after having first obtained the advice of their attorneys, waive all rights under California Civil Code Section 1542 and all similar legal provisions, and intend that all releases and discharges specified in Section 5.1, known and unknown, extend to all Claims the Releasors have, had, or may have, as described in Section 5.1.
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Article VI. INDEMNIFICATION
Section 6.1. Indemnification. Mr. Dockter, on behalf of himself and his past, current and future affiliates and each of his heirs, executors, estate, representatives and permitted assigns (each an “Indemnifying Party”) shall indemnify, defend (with competent and experienced counsel), and hold harmless the US Mine Entities, Craig Barto, Bradford Barto, John Bremer and each of their respective affiliates, subsidiaries, trusts, directors, managers, officers, shareholders, members, employees, heirs, executors, predecessors, successors, assigns, and representatives (each an “Indemnified Party”), from any and all third party claims, suits, charges, complaints, grievances, arbitrations, inquiries, mediations, audits, investigations, litigation, counterclaims, demands, debts, obligations, accounts, losses, liabilities, liens, judgments, contracts, torts, charges, actions or causes of action, whether known or unknown, mature or unmatured, absolute or contingent, now existing or hereafter arising or discovered, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated, or due or to become due, at law, in equity or otherwise, whether arising by statute or common law, in contract, in tort or otherwise (each, a “Third-Party Claim”) asserted against the Indemnified Parties, and any damages, liabilities, fines, penalties, costs and expenses payable to a third party in connection therewith (“Third-Party Damages”), suffered or incurred by the Indemnified Parties in connection therewith to the extent relating to or arising out of any contracts or other business matters arising out of or related to the Indemnifying Parties’ actions or inactions at any time, provided, however, that the Indemnifying Party shall have no obligation to indemnify the Indemnified Parties pursuant to this Section 6.1 for Third-Party Damages associated with Third-Party Claims arising solely from matters properly presented to and explicitly approved by the Board of Directors of US Mine Corp or the Managing Member of US Mine LLC or US Copper LLC prior to the Effective Date.
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Section 6.2. Indemnity Process. In the event of any Third-Party Claim subject to indemnification hereunder, the Indemnified Party seeking indemnification shall give written notice to the Indemnifying Party; provided, any delay or failure of notice shall not relieve the Indemnifying Party of its obligations hereunder. The Indemnifying Party shall have control over the defense of the Third-Party Claim, at the Indemnifying Party’s expense and using competent and experienced counsel of the Indemnifying Party’s choice, provided that the Indemnifying Party may not settle, compromise, or admit liability to the Third-Party Claim without the prior, written consent of the Indemnified Party, such consent not to be unreasonably withheld. The Indemnified Party shall have the right to participate in the defense, using counsel of the Indemnified Party’s choice, and such participation shall be at the Indemnifying Party’s sole expense. In the event the Indemnified Party reasonably determines there is an actual or likely conflict in the Indemnifying Party’s and the Indemnified Party’s respective interests related to the Third-Party Claim, the Indemnifying Party shall, at its sole cost and expense, cause its selected counsel to employ reasonable and customary measures (such as separate legal teams with a “information screen” separating them), which are reasonably acceptable to the Indemnified Party, to mitigate such conflicts. After any final decision, judgment or award shall have been rendered by a governmental authority of competent jurisdiction and the expiration of the time in which to appeal therefrom, or a settlement shall have been consummated, or the Indemnified Party and the Indemnifying Party shall have arrived at a mutually binding agreement with respect to a claim hereunder, then the Indemnifying Party shall promptly pay, or cause to be paid, to the Indemnified Party any sums due and owing pursuant to this Agreement with respect to such matter.
Article VII. Miscellaneous.
Section 7.1. Full Satisfaction. This Agreement, together with the Transaction Documents, constitutes the full and complete agreement between the Parties with respect to the matters herein and nothing herein may be modified, amended, or waived except if in writing and signed by all of the Parties hereto.
Section 7.2. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the executors, administrators, heirs, successors, and assigns of the Parties.
Section 7.3. Headings. The headings and captions used in this Agreement are for convenience only and shall not be deemed to affect in any way the language of the provisions to which they refer.
Section 7.4. Additional Documents. The Parties agree to take any further actions and execute any further documents as are reasonably needed to carry out the spirit and intent of this Agreement.
Section 7.5. Severability. If any provision of this Agreement shall be held to be illegal, invalid, or unenforceable, that provision shall be modified and interpreted to permit its enforcement in a manner most closely representing the intentions of the Parties as expressed herein and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 7.6. Governing Law and Venue. This Agreement shall be construed and governed by the laws of the State of California without reference to any conflict of law rules. All claims arising under or out of this Agreement shall be brought exclusively in the federal or state courts in California.
Section 7.7. Attorneys’ Fees. In the event of any action, suit or proceeding arising from or based upon this Agreement brought by any Party hereto against another Party hereto, the prevailing Party shall be entitled to recover from the other its reasonable documented attorneys’ fees in connection therewith in addition to the costs of that action, suit or proceeding.
Section 7.8. Counterparts. This Agreement may be executed in counterparts which shall collectively be deemed the original. This Agreement shall not be binding or effective until full execution of the Agreement. Facsimile or.pdf format copies of the executed Agreement shall have the same force and effect as an original.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, this Agreement has been signed by or on behalf of each of the Parties as of the day first above written.
| US MINE CORP, a Nevada corporation | ||
| By: | ||
| Name: | John Bremer | |
| Title: | President | |
| US MINE LLC, a California limited liability company | ||
| By: | ||
| Name: | John Bremer | |
| Title: | Member | |
| US COPPER LLC, a Nevada limited liability company | ||
| By: | ||
| Name: | John Bremer | |
| Title: | Member | |
| By: | ||
| Name: | Arthur Scott Dockter | |
| By: | ||
| Name: | Teresa Dockter | |
[Signature Page to Master Agreement]
Exhibit A
Purebase Common Stock Purchase Agreement
Exhibit B
US Mine Common Stock Repurchase Agreement
Exhibit C
US Mine LLC Membership Interest Repurchase Agreement
Exhibit D
US Copper LLC Membership Interest Repurchase Agreement
Exhibit E
Form of Resignation Letter
Exhibit 10.5
US Mine Corp.
COMMON STOCK REPURCHASE AGREEMENT
THIS COMMON STOCK REPURCHASE AGREEMENT (this “Agreement”) is dated as of June 18, 2025 (the “Effective Date”) between US Mine Corp., a Nevada corporation (the “Company”) and Arthur Scott Dockter (the “Holder”).
RECITALS
A. WHEREAS, the Holder is record and beneficial holder of certain shares of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”).
B. WHEREAS, concurrently with the execution of this Agreement, the Company, the Holder, and certain other parties specified therein have entered into a Master Agreement (the “Master Agreement”), providing for, among other things, the Company’s purchase of the Common Stock and any other equity interest of the Company held by Holder.
C. WHEREAS, the Company desires to purchase from the Holder, and the Holder desires to sell to the Company, all shares of Company Common Stock and any other equity interest of the Company held by Holder, including, without limitation, 250,000 shares of Common Stock (the “Shares”), for an aggregate purchase price of $250.00 (the “Purchase Price”).
AGREEMENT
NOW THEREFORE, in consideration of the mutual covenants contained herein and for other valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties agree as follows:
ARTICLE I
REPURCHASE OF SHARES
Section 1.1 Repurchase of Shares. The Holder hereby agrees to sell the Shares to the Company, and the Company hereby agrees to purchase the Shares from the Holder at the Purchase Price, subject to the terms and conditions of this Agreement.
Section 1.2 Closing. The closing of the purchase and sale of the Shares to the Company by the Holder (the “Closing”) shall occur on the Effective Date. The Closing will take place remotely by electronic exchange of signatures. At the Closing: (i) the Company shall deliver to the Holder the Purchase Price for the Shares, in cash, by same day wire transfer, or by check, and (ii) the Holder shall deliver to the Company the certificate or certificates, if any, evidencing the Shares, duly endorsed for transfer in blank or accompanied by a duly executed stock power in the form attached hereto as Exhibit A.
Section 1.3 Representations by the Holder. In connection with the Closing, the Holder represents and warrants to the Company as follows:
(a) Title to the Shares. The Holder is the sole lawful record and beneficial owner of the Shares and has good, valid and marketable title to the Shares free and clear of all liens, charges, security interests, encumbrances, claims and restrictions of any kind. There are no outstanding options, warrants, rights, calls, agreements or commitments to which the Holder is party with respect to any of the Shares.
(b) Authorization. The Holder has the full, absolute and unrestricted right, power and authority to sell, transfer and assign the Shares to the Company pursuant to this Agreement and to enter into this Agreement. No consent, approval or authorization of or notice to any third party is necessary in connection with the sale, purchase or delivery of the Shares, and the performance by the Holder of its obligations and duties hereunder does not and will not violate any agreement, instrument, or obligation to which the Holder is a party or by which either the Holder or the Shares are otherwise bound. This Agreement constitutes a valid and legally binding obligation of the Holder, enforceable against the Holder in accordance with its terms.
(c) No Action. There are no actions, proceedings or investigations pending or, to the Holder’s knowledge, threatened against or involving the Holder or the Shares that questions the transactions contemplated by this Agreement or could prevent the consummation thereof, and, to the Holder’s knowledge, there is no basis for any such action, proceeding, or investigation.
(d) Access to Information. The Holder is aware of the Company’s business affairs and financial condition and has received all information that the Holder considers necessary or appropriate about the Company and the sale of the Shares to the Company to reach an informed and knowledgeable decision to sell the Shares to the Company.
(e) Experience. The Holder hereby represents and warrants that the Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of selling the Shares.
(f) Acknowledgement. The Holder acknowledges that it has not relied upon any person or entity (including the Company or any of the Company’s officers, managers, members, or affiliates, or their respective representatives) in making its decision to sell the Shares. The Holder acknowledges that the Company has not made any representations to the Holder, including regarding the advisability of the decision to enter into this Agreement and to sell the Shares or regarding the potential past, present, or future value of the Shares. The Holder understands that the Company’s plans for the future, if successful, may result in the Company’s capital stock becoming significantly more valuable and that the future value of the Shares could exceed the amounts the Holder will receive under this Agreement, and the Holder acknowledges that by selling the Shares hereunder, the Holder is foregoing any future appreciation of the value of the Shares and is selling the Shares of the Holder’s own free will and choice.
(g) Further Assurances. The Holder covenants to make, execute, acknowledge and deliver all such other instruments, certificates, letters and other writings and amendments to this Agreement and, in general, to take such further action as the Company, in its sole and absolute discretion, may consider necessary or proper in connection with or to carry out the repurchase of the Shares under this Agreement.
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ARTICLE II
MISCELLANEOUS
Section 2.1 Governing Law; Severability. This Agreement shall be governed by and construed in accordance with the laws of the State of California excluding that body of law pertaining to conflicts of law. Should any provision of this Agreement be determined by a court of law to be illegal or unenforceable, the other provisions shall nevertheless remain effective and shall remain enforceable.
Section 2.2 Assignment; Successors and Assigns. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by the Holder without the prior written consent of the Company, and any such assignment without such prior written consent shall be null and void. This Agreement shall be binding on the parties hereto, and their respective successors and assigns, and may not be amended, modified or supplemented in any manner, except by an instrument in writing signed on behalf of each party hereto.
Section 2.3 Entire Agreement. This Agreement and the Master Agreement set forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, arrangements, or communications, whether oral or written, by any party hereto, and any such prior agreement of the parties hereto in respect of the subject matter contained therein is hereby terminated and canceled.
Section 2.4 Counterparts; Electronic and Facsimile Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. This Agreement may be executed and delivered electronically (including by transmission of.PDF files) and by facsimile and, upon such delivery, such signatures will be deemed to have the same effect as if the original signature had been delivered to the other party.
Section 2.5 No Brokers or Finders. No agent, broker, or other firm or person is entitled to any broker’s or finder’s fee, any other commission or similar fee, or any consideration from any person in connection with any of the transactions contemplated by this Agreement.
Section 2.6 No Claims. In consideration of the entry into and performance of this Agreement by the Company, the Holder releases the Company and each of its officers, employees, directors, managers, members, owners, attorneys, advisors, agents, and affiliates, and their respective successors and assigns, from all claims of the Holder and from all liabilities and obligations of the Company, in each case whether known or unknown, contingent or otherwise, that may now exist or may ever have existed, except the obligations of the Company and under this Agreement (including the payment of the Purchase Price to the Holder hereunder) and any obligation of the Company to indemnify you in your capacity as a director, officer, or employee of the Company pursuant to the Company’s certificate of incorporation, bylaws, or any contract between you and the Company providing for such indemnification.
THE HOLDER REPRESENTS THAT THE HOLDER HAS READ THIS AGREEMENT AND IS FAMILIAR WITH ITS TERMS AND PROVISIONS. THE HOLDER ACKNOWLEDGES THAT THE HOLDER HAS HAD THE OPPORTUNITY TO CONSULT LEGAL COUNSEL IN CONNECTION WITH THIS AGREEMENT OR HAS VOLUNTARILY DECLINED TO DO SO.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the Effective Date.
COMPANY:
US MINE CORP, a Nevada corporation | ||
| By: | ||
| Name: | John Bremer | |
| Title: | President | |
| HOLDER: | |
| Name: Arthur Scott Dockter |
[Common Stock Repurchase Agreement]
EXHIBIT A
STOCK POWER
FOR VALUE RECEIVED, the undersigned does hereby sell, assign and transfer unto US Mine Corp., a Nevada corporation (the “Company”) 250,000 shares of Common Stock, $0.001 par value per share, of the Company, standing in the undersigned’s name on the books of the Company represented by Certificate Number 6 herewith, and does hereby irrevocably constitute and appoint Latham & Watkins LLP attorney to transfer the said stock on the books of the Company with full power of substitution in the premises.
| Dated: June 18, 2025 | |
| Name: |