UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): March 17, 2021

PUREBASE CORPORATION

(Exact name of registrant as specified in its charter)

8631 State Hwy, 124

Ione, CA 95640

(Address of principal executive offices)

(209) 274-9143

(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):

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).

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. [  ]

On March 17, 2021, Purebase Corporation, a Nevada corporation (the “Company”), entered into a Securities Purchase Agreement (“Purchase Agreement”) with US Mine Corp., a Nevada corporation (“USMC”), effective as of November 25, 2020, pursuant to which USMC may purchase up to $2,000,000 of the Company’s 5% Unsecured Convertible Promissory Notes (each, a “Convertible Note” and, collectively, the “Convertible Notes”), in one or more closings. The Company intends to use the proceeds from sale of Convertible Notes for working capital and general corporate purposes.

The Convertible Notes will have a stated maturity date of two (2) years from the date of issuance. The Convertible Notes will bear interest at a rate of 5% per annum, which is also payable on maturity. Amounts due under the Convertible 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 $0.088 per share. The conversion price and number of shares of the Company’s Common Stock issuable upon conversion of the Convertible Notes (“Conversion Shares”) will be subject to adjustment from time to time for any subdivision or consolidation of the Company’s shares and other standard dilutive events.

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 descriptions of the Purchase Agreement and the Convertible 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 Exhibit 10.1 and 4.1, respectively, which are incorporated herein by reference.

Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.

On March 17, 2021, the Company issued a Convertible Note to USMC in the principal amount of $579,769.39, with a maturity date of March 17, 2023 (the “March 17th Note”).

Reference is made to the disclosure set forth under Item 1.01 and 2.03 above, which disclosure is incorporated herein by reference.

The issuance of the March 17th Note was, and, upon conversion of the March 17th Note, the issuance of and Conversion Shares 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 March 22, 2021, the Company issued a press release with respect to its entry into the Purchase Agreement with USMC. 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 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, 2020, filed with the SEC on March 16, 2021. 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.

(d) Exhibits

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.