PUREBASE CORPORATION (OTCMKTS:PUBC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On May 1, 2020, Purebase Corporation, a Nevada corporation (the “Company”), entered into an Asset Purchase Agreement (“Asset Purchase Agreement”) with Quove Corporation (the “Seller”), to which the Company will purchase from the Seller all of the assets used in connection with operating a gold processing plant known as the Gold Bar Mill (the “Assets”). As full and complete payment for the Assets, the Company will issue to the Seller, or its third-party assignees, at closing, a total of 6,200,000 shares of common stock of the Company. In connection with the purchase of the Assets, the Company will assume only a maximum of $10,000 of the Seller’s liabilities.
The closing of the purchase of the Assets is subject to certain closing conditions. The Company expects to close within 90 days of the execution of the Asset Purchase Agreement.
The Asset Purchase Agreement contains customary representations and warranties from the Seller and the Company. Said representations and warranties survive for two years after closing. The Company is entitled to indemnification for breaches by the Seller of its representations and warranties.
The foregoing description of the Asset Purchase Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached to this Current Report on Form 8-K (“Report”) as Exhibit 10.1 and incorporated herein in its entirety by reference.
Item 7.01 Regulation FD Disclosure.
On May 5, 2020, the Company issued a press release with respect to the proposed acquisition of the Assets from the Seller. A copy of the press release is filed as Exhibit 99.1 to this Report and incorporated herein by reference.
The information in this Item 7.01 of this Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Report in such filing.
Cautionary Note Regarding Forward-Looking Statements
This Report includes information that may constitute forward-looking statements. These forward-looking statements are based on the Company’s current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to the Company. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. Forward-looking statements include, without limitation, statements relating to projected industry growth rates, the Company’s current growth rates and the Company’s present and future cash flow position. A variety of factors could cause actual events and results, as well as the Company’s expectations, to differ materially from those expressed in or contemplated by the forward-looking statements. Risk factors affecting the Company are discussed in detail in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable securities laws.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 10.1 | Asset Purchase Agreement, dated as of May 1, 2020, by and between Purebase Corporation and Quove Corporation |
| 99.1 | Press Release, dated May 5, 2020 |
PureBase Corp Exhibit
EX-10.1 2 ex10-1.htm Exhibit 10.1 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the “Agreement”) is made this 1st day of May 2020,…
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About PUREBASE CORPORATION (OTCMKTS:PUBC)
PureBase Corporation is a diversified, industrial mineral and natural resource company. The Company provides solutions to a range of markets, including the cornerstone markets of agriculture and construction. Through its subsidiary, Purebase Agricultural, Inc. (Purebase Ag), it intends to identify, acquire, define, develop and operate industrial and natural resource properties, and to provide mine development and operations services to mining properties located in the Western United States, and in California and Nevada. Within the Agricultural Sector, it intends to provide soil amendment solutions that may be used by both farming operations and consumer retail, domestically in the United States and internationally. Within the Construction Sector, operating through Purebase Build, it intends to develop and market a Supplementary Cementitious Material, a solution that may be used in infrastructure development projects for government, commercial industries and residential buildings.
