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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1)

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 1, 2023

 

PUREBASE CORPORATION

(Exact name of registrant as specified in charter)

 

Nevada   000-55517   27-2060863

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

8625 State Hwy, 124

Ione, CA 95640

(Address of principal executive offices)

 

(855) 743-6478

(Registrant’s telephone number, including area code)

 

N/A

 

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

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

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

 

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

 

Emerging growth company ☒

 

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

 

 

 

 

 

 

EXPLANATORY NOTE

 

On 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

 

 

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