PUREBASE CORPORATION (OTCMKTS:PUBC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On September 5, 2019, PureBase Corporation, a Nevada corporation (the “Company”), executed a Debt Exchange Agreement (“Debt Exchange Agreement”) with US Mine Corp., an affiliate of the Company (“USMC”), to which an aggregate of $5,442,362.86 of debt, including accrued and unpaid interest, was converted to an aggregate 60,248,484 shares of the Company’s common stock of the Company. The debt represented loans made by USMC to the Company, all of which were terminated as a result of the conversion to shares. The per share conversion price of $0.09 was negotiated in an arm’s-length transaction with USMC, and the Company’s board of directors determined that, since there is a limited market to its shares, such price represents the fair market value of the stock.
The Company utilizes the services of its affiliate, USMC, for exploration services and other services. As of December 31, 2018, all Company purchases, including all minerals utilized by the Company, where made from USMC. A. Scott Dockter, the principal executive officer and a director of the Company, and John Bremer, a director of the Company, are also officers, directors and shareholders of USMC.
The foregoing description of the Debt Exchange Agreement and the transactions contemplated thereby are qualified in their 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, which is incorporated herein in its entirety by reference.
The information contained below in Item 3.02 is hereby incorporated by reference into this Item 1.01.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.
The issuance and sale of the common stock by the Company to USMC under the Debt Exchange Agreement was made without registration under the Securities Act of 1933, as amended (the “Act”), or the securities laws of the applicable state, in reliance on the exemptions provided by Section 4(2) of the Act and Regulation D promulgated thereunder, and in reliance on similar exemptions under applicable state law, based on the offering of such securities to one investor, an affiliate of the Company, the lack of any general solicitation or advertising in connection with such issuance and the representation of such investor to the Company that it was an accredited investor (as that term is defined in Rule 501(a) of Regulation D).
Item 7.01. Regulation FD Disclosure.
On September 10, 2019, the Company issued a press release with respect to the conversion of $5,442,362.86 of debt, including accrued and unpaid interest, into an aggregate 60,248,484 shares of common stock. 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, 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.
Forward Looking Statements
This filing includes “forward-looking statements.” All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company can give no assurance that such expectations will prove to be correct. The forward-looking statements involve risks and uncertainties that affect the Company’s operations, financial performance, and other factors as discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”). Among the factors that could cause results to differ materially are those risks discussed in the periodic reports the Company files with the SEC, including the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2018. You are urged to carefully review and consider the cautionary statements and other disclosures made in those filings, specifically those under the heading “Risk Factors.” The Company does not undertake any duty to update any forward-looking statement except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 99.1 | Press Release issued by the Company, dated September 10, 2019 |
PureBase Corp Exhibit
EX-10.10 2 ex10-10.htm September 5,…
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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.