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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/14/22 PureBase Corp. 8-K:1,2,3,9 3/14/22 15:839K M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 40K 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 71K 3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 68K 4: EX-10.1 Material Contract HTML 16K 5: EX-10.2 Material Contract HTML 139K 6: EX-10.3 Material Contract HTML 14K 10: R1 Cover HTML 43K 13: XML IDEA XML File -- Filing Summary XML 13K 11: XML XBRL Instance -- form8-k_htm XML 15K 12: EXCEL IDEA Workbook of Financial Reports XLSX 6K 8: EX-101.LAB XBRL Labels -- pubc-20220314_lab XML 97K 9: EX-101.PRE XBRL Presentations -- pubc-20220314_pre XML 65K 7: EX-101.SCH XBRL Schema -- pubc-20220314 XSD 13K 14: JSON XBRL Instance as JSON Data -- MetaLinks 25± 33K 15: ZIP XBRL Zipped Folder -- 0001493152-22-009952-xbrl Zip 80K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): i March 14, 2022
(Exact name of registrant as specified in its charter)
| i Nevada | i 000-55517 | i 27-2060863 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
C:
| Item 1.01 | Entry into a Material Definitive Agreement. |
On April 7, 2022, Purebase Corporation, a Nevada corporation (the “Company”), entered into a First Amendment to Promissory Notes (the “Note Amendment”) with U.S. Mine Corp., a Nevada corporation (“USMC”), the holder of the Company’s outstanding 5% Unsecured Convertible Promissory Notes (the “2019/2020 Notes”) issued under a Securities Purchase Agreement, dated September 26, 2019, by and between the Company and USMC. Pursuant to the Note Amendment, the maturity dates were extended, to April 30, 2022, for: (i) a 2019/2020 Note in the principal amount of $20,000, originally issued on December 1, 2019, with a maturity date of December 1, 2021, (ii) a 2019/2020 Note in the principal amount of $86,000, originally issued on January 1, 2020, with a maturity date of January 1, 2022, and (iii) a 2019/2020 Note in the principal amount of $72,000, originally issued on February 1, 2020, with a maturity date of February 1, 2022 (collectively, the “2019/2020 Amended Notes”). In addition, USMC waived any “Event of Default” under the 2019/2020 Amended Notes for the Company’s failure to pay any principal amount or interest due under the 2019/2020 Amended Notes, or failure to observe or perform any other covenant, obligation, condition or agreement contained in any of the 2019/2020 Amended Notes. The Company and USMC agreed that, except as expressly provided in the Note Amendment, all of the terms, covenants, conditions, restrictions and other provisions contained in the 2019/2020 Notes remain in full force and effect.
On April 7, 2022, the Company also entered into a Securities Purchase Agreement (the “2022/2023 Note Purchase Agreement”) with USMC, effective as of March 23, 2022, pursuant to which USMC may purchase up to an additional $1,000,000 of the Company’s 5% Unsecured Convertible Promissory Notes (“2022/2023 Notes”), in one or more closings. The Company intends to use the proceeds from sale of any 2022/2023 Notes for working capital and general corporate purposes.
The 2022/2023 Notes will have stated maturity dates of two years from the date of issuance, and will bear interest at a rate of 5% per annum, which will also be payable on maturity. Amounts due under the 2022/2023 Notes may be converted into shares of the Company’s common stock, $0.001 par value per share (“Common Stock”), at any time at the option of the holder, at a conversion price of $0.39 per share. The conversion price and number of shares of the Company’s Common Stock issuable upon conversion of the 2022/2023 Notes will be subject to adjustment from time to time for any subdivision or consolidation of the Company’s shares and other standard dilutive events.
On April 14, 2022, the Company entered into a First Amendment to Purchase and Sale Agreement (the “Snow White Amendment”) with the Bremer Family 1995 Living Family Trust (the “Trust”). Pursuant to the Snow White Amendment, the term for the Company’s purchase from the Trust of the property generally known as the Snow White Mine under the Purchase and Sale Agreement between the parties, dated April 1, 2020 (the “Snow White Purchase Agreement”), was extended to April 1, 2023. The Company and the Trust agreed that, except as expressly provided in the Snow White Amendment, all terms and conditions of the Snow White Purchase Agreement shall remain in full force and effect.
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 officers, directors and shareholders of USMC. John Bremer is also the trustee of the Bremer Family 1995 Living
Family Trust.
The foregoing descriptions of the Note Amendment, the 2022/2023 Note Purchase Agreement, the Snow White Amendment and the form of 2022/2023 Note are qualified in their entirety by reference to the full text of such documents, copies of which are attached to this Current Report on Form 8-K (“Report”) as Exhibits 10.1, 10.2, 10.3 and 4.1, respectively, which are incorporated herein by reference.
| Item 2.03 | Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On March 14, 2022, the Company issued a 5% Unsecured Convertible Promissory Note to USMC in the principal amount of $884,492.28 (the “March 14, 2022 Note”), pursuant to the terms and conditions of a Securities Purchase Agreement, dated March 17, 2021, by and between the Company and USMC.
The March 14, 2022 Note has a stated maturity date of March 12, 2024, and bears interest at a rate of 5% per annum, which is also payable on maturity. Amounts due under the March 14, 2022 Note may be converted into shares of the Company’s Common Stock, at any time at the option of the holder, at a conversion price of $0.088 per share. The conversion price and number of shares of the Company’s Common Stock issuable upon conversion of the March 14, 2022 Note is subject to adjustment from time to time for any subdivision or consolidation of the Company’s shares and other standard dilutive events.
C:
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 officers, directors and shareholders of USMC.
The foregoing description of the March 14, 2022 Note is qualified in its entirety by reference to the full text of such document, a copy of which is attached to this Report as Exhibit 4.2, which is incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
Reference is made to the disclosure set forth under Item 2.03 above, which disclosure is incorporated herein by reference.
The issuance of the March 14, 2022 Note was and, upon conversion of the March 14, 2022 Note, the issuances of any conversion shares issued thereunder will be, exempt from registration under Section 4(a)(2) and/or Rule 506(b) of Regulation D as promulgated by the Securities and Exchange Commission (“SEC”) under of the Securities Act of 1933, as amended (the “Securities Act”), as transactions by an issuer not involving any public offering.
On April 7, 2022, USMC converted all amounts due under the 5% Unsecured Convertible Promissory Notes (the “Outstanding Notes”) of the Company that USMC holds into shares of the Company’s Common Stock (the “Conversion Shares”), as follows: (i) the principal amount of $20,000, and accrued and unpaid interest in the aggregate amount of $2,350.68, due under the Outstanding Note issued on December 1, 2019, was converted into a total of 139,692 Conversion Shares, (ii) the principal amount of $86,000, and accrued and unpaid interest in the aggregate amount of $9,742.74, due under the Outstanding Note issued on January 1, 2020, was converted into a total of 598,392 Conversion Shares, (iii) the principal amount of $72,000, and accrued and unpaid interest in the aggregate amount of $7,850.96, due under the Outstanding Note issued on February 1, 2020, was converted into a total of 499,068 Conversion Shares, (iv) the principal amount of $822,000, and accrued and unpaid interest in the aggregate amount of $55,400.55, due under the Outstanding Note issued on November 25, 2020, was converted into a total of 5,483,753 Conversion Shares, (v) the principal amount of $579,769.39, and accrued and unpaid interest in the aggregate amount of $30,656.30, due under the Outstanding Note issued on March 17, 2021, was converted into a total of 6,936,656 Conversion Shares, and (vi) the principal amount of $884,492.28, and accrued and unpaid interest in the aggregate amount of $2,907.92, due under the Outstanding Note issued on March 14, 2022, was converted into a total of 10,084,093 Conversion Shares.
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 officers, directors and shareholders of USMC.
The issuances of the Conversion Shares are exempt from registration under Section 4(a)(2) and/or Rule 506(b) of Regulation D as promulgated by the SEC under of the Securities Act, as transactions by an issuer not involving any public offering.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 4.1 | Form of 5% Unsecured Convertible Promissory Note | |
| 4.2 | 5% Convertible Note between the Company and US Mine Corp., dated March 14, 2022 | |
| 10.1 | First Amendment to Promissory Notes, dated April 7, 2022, by and between the Company and U.S. Mine Corp. | |
| 10.2 | Securities Purchase Agreement, dated April 7, 2022, effective as of March 23, 2022, between the Company and US Mine Corp. | |
| 10.3 | First Amendment to Purchase and Sale Agreement, dated April 14, 2022, by and between the Company and Bremer Family 1995 Living Family Trust | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
C:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| PUREBASE CORPORATION | ||
| Dated: April 14, 2022 | By: | /s/ A. Scott Dockter |
| A. Scott Dockter | ||
| Chief Executive Officer | ||
C:
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 3/12/24 | ||||
| 4/1/23 | ||||
| 4/30/22 | ||||
| Filed on: | 4/14/22 | 10-Q | ||
| 4/7/22 | ||||
| 3/23/22 | ||||
| For Period end: | 3/14/22 | |||
| 2/1/22 | ||||
| 1/1/22 | ||||
| 12/1/21 | ||||
| 3/17/21 | 8-K | |||
| 11/25/20 | ||||
| 4/1/20 | 8-K | |||
| 2/1/20 | ||||
| 1/1/20 | ||||
| 12/1/19 | ||||
| 9/26/19 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/28/24 PureBase Corp. 10-K 11/30/23 72:16M M2 Compliance LLC/FA 2/28/23 PureBase Corp. 10-K 11/30/22 77:45M M2 Compliance LLC/FA |