PUBC 8-K/A
Purebase Corp (PUBC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(
CURRENT REPORT
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EXPLANATORY NOTE
On November 7, 2023, Purebase Corporation, a Nevada corporation (the “Company”), filed with the Securities and Exchange Commission a Current Report on Form 8-K (“Form 8-K”) to report an amendment to a material definitive agreement under Item 1.01. This Amendment No. 1 on Form 8-K/A is being filed by the Company to correct an error in the original Form 8-K.
Item 1.01 Entry into a Material Definitive Agreement.
On November 1, 2023, Purebase Corporation (the “Company”) entered into a Second Amendment (the “Amendment”) to the Materials Extraction Agreement with US Mine, LLC (“US Mine”), dated May 27, 2021, as amended on October 6, 2021, and further amended on June 17, 2022 and previously reported by the Company in its Current Reports on Form 8-K filed with the SEC on May 27, 2021 and October 13, 2021, and on Form 8-K/A filed with the SEC on June 21, 2022.
The Amendment provides, among other things, for the cancellation of US Mine’s option to purchase up to116,000,000 shares of the Company’s common stock and in lieu thereof the Company will pay US Mine a production royalty of $20.00 per ton of kaolin clay for supplementary cementitious materials extracted from property owned by US Mine.
A. Scott Dockter, the principal executive officer and a director and shareholder of the Company, and John Bremer, a director and shareholder of the Company, are also manager-members of US Mine. The Company’s board of directors approved the transaction described in this Report, with Mr. Dockter and Mr. Bremer abstaining from providing consent due to their interest in the transaction.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Second Amendment to Materials Extraction Agreement, dated November 1, 2023* | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
*Previously filed
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: November 7, 2023 | PUREBASE CORPORATION | |
| By: | /s/ A. Scott Dockter | |
| A. Scott Dockter | ||
| Chief Executive Officer | ||