PureBase Corp Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 14th, 2022 • PureBase Corp • Agricultural chemicals • New York

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated April 7, 2022, to be effective as of March 23, 2022, entered into by and between Purebase Corporation, a Nevada corporation (the “Company”), and U.S. Mine Corp., a Nevada corporation, and an affiliate of the Company (the “Buyer”).

MATERIALS SUPPLY AGREEMENT
Materials Supply Agreement • April 28th, 2020 • PureBase Corp • Services-miscellaneous business services • California

This Materials Supply Agreement (“Agreement”) is entered into and effective as of April 17, 2020 (“Effective Date”), by and between Purebase Corp (“Purebase”), a corporation organized under the laws of the State of Nevada with offices located at 8631 State Highway 124, P.O. Box 757, Ione, California 95640 and U S Mine Corp. (“US Mine Corp”), a Nevada corporation organized under the laws of the State of Nevada with offices located at 8625 State Highway 124, Ione, P.O. Box 580 California 95640. Purebase and US Mine Corp are collectively referred to herein as the “Parties” and individually as a “Party.”

LINE OF CREDIT AGREEMENT
Line of Credit Agreement • April 15th, 2024 • PureBase Corp • Agricultural chemicals • California

THIS LINE OF CREDIT AGREEMENT (the “Agreement”) is made and entered into as of March 7, 2024 (“Effective Date”), by and between PUREBASE CORPORATION, a Nevada corporation (“Borrower”), and U.S. MINE CORP., a Nevada corporation (“Lender”), and an affiliate of the Borrower.

Contract
Option Agreement • September 15th, 2023 • PureBase Corp • Agricultural chemicals

THE OPTION GRANTED PURSUANT TO THIS AGREEMENT AND THE SECURITIES ISSUABLE UPON THE EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE BLUE SKY OR SECURITIES LAWS IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND BLUE SKY LAWS, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION, OR AN EXEMPTION FROM THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH ACT OR LAWS.

ASSET PURCHASE AGREEMENT
Asset Purchase Agreement • May 7th, 2020 • PureBase Corp • Services-miscellaneous business services • Nevada

This Asset Purchase Agreement (the “Agreement”) is made this 1st day of May 2020, by and between PureBase Corporation, a Nevada corporation (“Buyer”), and Quove Corporation, a Colorado corporation (“Seller”).

MATERIALS EXTRACTION AGREEMENT
Materials Extraction Agreement • June 3rd, 2021 • PureBase Corp • Agricultural chemicals • California

This Materials Extraction Agreement (“Agreement”) is entered into and effective as of May 27, 2021 (“Effective Date”), by and between Purebase Corporation (“Purebase”), a corporation organized under the laws of the State of Nevada with offices located at 8631 State Highway 124, P.O. Box 757, lone, California 95640, and US Mine, LLC (“US Mine”), a California limited liability company with offices located at 8625 State Highway 124, lone, P.O. Box 580 California 95640. Purebase and US Mine are collectively referred to herein as the “Parties” and individually as a “Party.”

Amended and Restated Amendment to Materials Extraction Agreement
Materials Extraction Agreement • June 21st, 2022 • PureBase Corp • Agricultural chemicals • California

This Amended and Restated Amendment to Materials Extraction Agreement (this “Amended and Restated Amendment”) is entered into and effective as of June 17, 2022 (“Effective Date”), by and between Purebase Corporation (“Purebase”), a corporation organized under the laws of the State of Nevada, with offices located at 8631 State Highway 124, Ione, California 95640 and US Mine, LLC (“US Mine”), a California limited liability company, with offices located at 8625 State Highway 124, Ione, California 95640. Purebase and US Mine are collectively referred to herein as the “Parties” and individually as a “Party.”

Second Amendment to Materials Extraction Agreement
Materials Extraction Agreement • November 7th, 2023 • PureBase Corp • Agricultural chemicals • California

This Amendment to Materials Extraction Agreement (this “Second Amendment”) is entered into and effective as of November 1, 2023 (“Effective Date”), by and between Purebase Corp. (“Purebase”), a corporation organized under the laws of the State of Nevada with offices located at 8631 State Highway 124, P.O. Box 757, lone, California 95640 and US Mine, LLC (“US Mine”), a California limited liability company with offices located at 8625 State Highway 124, lone, P.O. Box 580 California 95640. Purebase and US Mine are collectively referred to herein as the “Parties” and individually as a “Party.”

purebase CORPORATION COMMON STOCK PURCHASE OPTION
Option Agreement • October 13th, 2021 • PureBase Corp • Agricultural chemicals • Nevada

THIS OPTION AGREEMENT (this “Agreement”) dated as of October 6th, 2021 certifies that for value received, US Mine, LLC, a California limited liability company (the “Holder”), is the owner of this option (the “Option”), which entitles the Holder to purchase at any time on or before the Expiration Date (as defined below) One Million One Hundred Sixteen Thousand (116,000,000) shares (the “Option Shares”) of fully paid non-assessable shares of the common stock, par value $0.001 per share (the “Common Stock”) of Purebase Corporation, a Nevada corporation (the “Company”), at a purchase price per Option Share of $0.38 (the “Exercise Price”), in lawful money of the United States of America by bank or certified check, subject to adjustment as hereinafter provided. This Option Agreement is issued in accordance with, and as required by, the terms of that certain Amendment dated as of the date hereof by and between the Company and the Holder.

DIRECTOR AGREEMENT
Director Agreement • September 15th, 2023 • PureBase Corp • Agricultural chemicals • Nevada

THIS AGREEMENT (The “Agreement”) is effective as of the 11th day of September 2023, and is by and between Purebase Corporation, a Nevada corporation (hereinafter referred to as the “Company”), and Brady Barto (hereinafter referred to as the “Director” or “Barto”).

MASTER AGREEMENT
Master Agreement • July 9th, 2025 • Purebase Corp • Agricultural chemicals • California

This MASTER AGREEMENT (this “Agreement”) is effective as of the 18th day of June, 2025 (the “Effective Date”), between and among Arthur Scott Dockter, an individual (“Mr. Dockter”), Teresa Dockter, an individual (“Ms. Dockter”), US Mine Corp., a Nevada corporation (“US Mine Corp”), US Copper LLC, a Nevada limited liability company (“US Copper LLC”), and US Mine LLC, a California limited liability company (“US Mine LLC” and, together with US Mine Corp and US Copper, LLC, the “US Mine Entities”). Mr. Dockter, Ms. Dockter, US Mine Corp, US Copper LLC, and US Mine LLC are collectively referred to herein as the “Parties” and individually as a “Party.”

PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • August 7th, 2025 • Purebase Corp • Agricultural chemicals • Utah

THIS PLEDGE AND SECURITY AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) dated as of July 31, 2025 is made and entered into by and among (a) Purebase Corporation, a Nevada corporation (“Purebase”) and Dockter Farms LLC, a California limited liability company (“Dockter” and together with Purebase, the “Borrowers”) and (b) any Person who becomes a party to this Agreement by execution of a joinder in the form of Exhibit A attached hereto, which shall include all other direct or indirect Subsidiaries of the Borrowers hereafter formed or acquired after the date hereof for so long as this Agreement remains in effect (the “Additional Subsidiaries” and together with the Borrowers are hereinafter sometimes referred to individually as a “Debtor” and, collectively, as the “Debtors”), on the one hand, and J.J. Astor & Co., a Utah corporation (the “Lender”) in its capacity as Lender and as Collateral Agent for the benefit of itself as the Len

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • April 14th, 2022 • PureBase Corp • Agricultural chemicals

THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (this “Amendment”) is made and entered into as of April 14, 2022 (the “Effective Date”), by and between Bremer Family 1995 Living Family Trust, with an office at 1660 Chicago Avenue, Suite M11, Riverside CA 92507-2033 (the “Seller”), and Purebase Corporation, with an office at 8631 State Highway 124, Ione, CA 95640 (the “Buyer”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Agreement (as defined below).

AMENDMENT TO DEBT CONVERSION AGREEMENT
Debt Conversion Agreement • February 13th, 2020 • PureBase Corp • Services-miscellaneous business services • New York

THIS AMENDMENT TO DEBT CONVERSION AGREEMENT (this “Amendment”) is made as of February 7, 2020, by and among PUREBASE CORPORATION, a Nevada corporation (“PureBase”), and US MINE CORP., a Nevada corporation (“USMC”). PureBase and USMC may be referred to herein, individually, as a “Party” and, collectively, as the “Parties.”

ASSIGNMENT OF LEASE
Assignment of Lease • July 9th, 2025 • Purebase Corp • Agricultural chemicals

BETWEEN: US Mine Corporation (the “Lessee/Assignor”), a company organized and existing under the laws of the State of Nevada, with its head office located at:

RESCISSION AGREEMENT
Rescission Agreement • July 9th, 2025 • Purebase Corp • Agricultural chemicals • California

This Rescission Agreement (this “Agreement”) is made as of this 18th day of June, 2025 (the “Effective Date”), by and between Purebase Corporation, a Nevada corporation with an office at 8631 State Highway 124, Ione, CA 95640 (“Purebase”), and Bremer Family 1995 Living Family Trust, with an office at 1660 Chicago Avenue, Suite M11, Riverside, CA 92507-2033 (the “Bremer Family Trust” and, together with Purebase, collectively, the “Parties”).

PUREBASE MASTER AGREEMENT
Master Agreement • July 9th, 2025 • Purebase Corp • Agricultural chemicals • California

This MASTER AGREEMENT (this “Agreement”) is effective as of the 18th day of June, 2025 (the “Effective Date”), between and among US Mine Corp., a Nevada corporation (“US Mine Corp”), US Copper LLC, a Nevada limited liability company (“US Copper LLC”), US Mine LLC, a California limited liability company (“US Mine LLC” and, together with US Mine Corp and US Copper LLC, the “US Mine Entities”), and Purebase Corporation, a Nevada corporation (“Purebase”). US Mine Corp, US Copper LLC, US Mine LLC, and Purebase are collectively referred to herein as the “Parties” and individually as a “Party.”

PLAN AND AGREEMENT OF REORGANIZATION AMONG PUREBASE, INC. AND US AGRICULTURAL MINERALS, LLC AND CERTAIN MANAGER-MEMBERS OF US AGRICULTURAL MINERALS, LLC DATED NOVEMBER 24, 2014
Plan and Agreement of Reorganization • December 24th, 2014 • Port of Call Online Inc. • Services-miscellaneous business services • Nevada

This Plan and Agreement of Reorganization (“Agreement”) is entered into on this 24th day of November 2014 by and between PUREBASE, INC., a Nevada corporation (“PUREBASE”), and US AGRICULTURAL MINERALS, LLC, a Nevada limited liability company (“USAM”), and those persons listed in Exhibit A hereto, being all of the Members of USAM who together hold one hundred percent (100%) of the Membership Interests of USAM as of the date this Agreement is executed (the “USAM Members”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 14th, 2025 • Purebase Corp • Agricultural chemicals • Virginia

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of September 24, 2025, by and between Purebase Corporation, a Nevada corporation, with its address at 14110 Ridge Road, Sutter Creek, California 95685 (the “Company”), and Vanquish Funding Group Inc., a Virginia corporation, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Lender”).

Amendment to Materials Extraction Agreement
Materials Extraction Agreement • October 13th, 2021 • PureBase Corp • Agricultural chemicals • California

This Amendment to Materials Extraction Agreement (this “Amendment”) is entered into and effective as of October 6th, 2021 (“Effective Date”), by and between Purebase Corporation (“Purebase”), a corporation organized under the laws of the State of Nevada with offices located at 8631 State Highway 124, P.O. Box 757, lone, California 95640 and US Mine, LLC (“US Mine”), a California limited liability company with offices located at 8625 State Highway 124, lone, P.O. Box 580 California 95640. Purebase and US Mine are collectively referred to herein as the “Parties” and individually as a “Party.”

DIRECTOR AGREEMENT
Director Agreement • April 9th, 2020 • PureBase Corp • Services-miscellaneous business services • Nevada

THIS AGREEMENT (The “Agreement”) is effective as of the 8th day of April 2020, and is by and between Purebase Corporation, a Nevada corporation (hereinafter referred to as the “Company”), and Mr. Jeffrey Joseph Guzy (hereinafter referred to as the “Director”).

LINE OF CREDIT AGREEMENT
Line of Credit Agreement • March 2nd, 2026 • Purebase Corp • Agricultural chemicals • California

THIS LINE OF CREDIT AGREEMENT (the “Agreement”) is made and entered into as of February 27, 2026 (“Effective Date”), by and between PUREBASE CORPORATION, a Nevada corporation (“Borrower”), and CORETER LLC, a Nevada limited liability company (“Lender”), and an affiliate of the Borrower.

DIRECTOR AGREEMENT
Director Agreement • August 17th, 2021 • PureBase Corp • Agricultural chemicals • Nevada

THIS AGREEMENT (The “Agreement”) is effective as of the 13th day of August 2021, and is by and between Purebase Corporation, a Nevada corporation (hereinafter referred to as the “Company”), and Dr. Kimberly Kurtis (hereinafter referred to as the “Director”).

SETTLEMENT AGREEMENT
Settlement Agreement • September 30th, 2022 • PureBase Corp • Agricultural chemicals

This Settlement Agreement (the “Agreement”) effective as of June 3, 2022 is made and entered into by and between PUREBASE CORPORATION, a Nevada corporation (“Purebase”); AGREGEN INTERNATIONAL CORPORATION, a Nevada corporation (“Agregen”); ROBERT HURTADO, an individual (“Hurtado”); JAMES TODD GAUER, an individual (“Gauer”); and JOHN GINGERICH, an individual (“Gingerich”); (all parties individually a “Settling Party” and collectively the “Settling Parties”).

ASSIGNMENT OF PURCHASE AGREEMENT
Assignment of Purchase Agreement • December 2nd, 2014 • Port of Call Online Inc. • Services-miscellaneous business services • California

BETWEEN: US Mine Corporation (the “Assignor"), a company organized and existing under the laws of the State of Nevada, with its head office located at: 3090 Boeing Road Cameron Park, CA 95682 AND: Port of Call Online, Inc., (the "Assignee"), a corporation organized and existing under the laws of the State of Nevada, with its head office located at: 1670 Sierra Avenue, Suite 402 Yuba City, CA 95993

US Mine Corp. COMMON STOCK REPURCHASE AGREEMENT
Common Stock Repurchase Agreement • July 9th, 2025 • Purebase Corp • Agricultural chemicals • California

THIS COMMON STOCK REPURCHASE AGREEMENT (this “Agreement”) is dated as of June 18, 2025 (the “Effective Date”) between US Mine Corp., a Nevada corporation (the “Company”) and Arthur Scott Dockter (the “Holder”).

EMPLOYMENT AGREEMENT FOR STEPHEN GILLINGS
Employment Agreement • December 15th, 2023 • PureBase Corp • Agricultural chemicals

This Employment Agreement (“Agreement”), entered into as of the December 13, 2023 (“Effective Date”) by and between Stephen Gillings (“Executive” and ‘‘Executive’s”) and Purebase Corporation (the “Company”) sets forth the terms and conditions of Executive’s employment with the Company. In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and Executive (collectively the “Parties”) agree as follows:

MEMORANDUM OF UNDERSTANDING
Memorandum of Understanding • June 1st, 2026 • Purebase Corp • Agricultural chemicals

This Memorandum Of Understanding (the “MOU”), dated as of May 26, 2026 (the “Effective Date”), by and between CoreTer LLC, a Nevada Limited Liability Company with an office at 14110 Ridge Road, Sutter Creek, CA 95685 (“CoreTer”), and Purebase Corporation, a Nevada corporation with an office at 14110 Ridge Road, Sutter Creek, CA 95685 (“Purebase”). CoreTer and Purebase are individually referred to as a “Party” and collectively as “Parties.”

PLACER CLAIMS ASSIGNMENT AGREEMENT
Placer Claims Assignment Agreement • December 24th, 2014 • Port of Call Online Inc. • Services-miscellaneous business services • California
LOAN AGREEMENT
Loan Agreement • August 7th, 2025 • Purebase Corp • Agricultural chemicals • Utah

This Loan Agreement (this “Agreement”) is dated as of July 31, 2025 (the “Agreement Date”) and is made and entered into by and between Purebase Corporation, a Nevada corporation (“Purebase”) and Dockter Farms LLC, a California limited liability company (“Dockter” and together with Purebase, the “Borrowers”) and J.J. Astor & Co., a Utah corporation (including its successors and permitted assigns, the “Lender”).

ASSIGNMENT OF LEASE
Assignment of Lease • December 24th, 2014 • Port of Call Online Inc. • Services-miscellaneous business services

BETWEEN: US Mine Corporation (the "Lessee/Assignor"), a company organized and existing under the laws of the State of Nevada, with its head office located at: 3090 Boeing Road Cameron Park, CA 95682 AND: Purebase, Inc., (the "Assignee"), a corporation organized and existing under the laws of the State of Nevada, with its head office located at: 3090 Boeing Road Cameron Park, CA 95682

PLAN AND AGREEMENT OF REORGANIZATION
Plan and Agreement of Reorganization • December 24th, 2014 • Port of Call Online Inc. • Services-miscellaneous business services • Nevada

This Plan and Agreement of Reorganization (“Agreement”) is entered into on this 23rd day of December 2014 by and between PORT OF CALL ONLINE, INC., a Nevada corporation (“POCO”), and PUREBASE, INC., a Nevada corporation (“PUREBASE”), and those persons listed in Exhibit A hereto, being stockholders of PUREBASE who together hold Ninety Five percent (95%) of the outstanding stock of PUREBASE as of the date this Agreement is executed.

CONTRACT MINING AGREEMENT DATED November 1, 2013 BETWEEN PUREBASE INC. (“OWNER”) AND US MINE CORP (“CONTRACTOR”)
Contract Mining Agreement • December 24th, 2014 • Port of Call Online Inc. • Services-miscellaneous business services • Nevada

THIS CONTRACT MINING AGREEMENT (this “Agreement”) is made and entered into this 1st day of November1, 2013, by and between Pure Base Inc., a Nevada corporation having as its mailing address at, 1 Yonge Street, Suite 1801 Toronto ON M5E 1W7, (“Owner”), and US Mine Corp, a Nevada corporation having as its mailing address 3090 Boeing Road, Cameron Park, CA 95682 (“Contractor”).

PUREBASE CORPORATION FIRST AMENDMENT TO PROMISSORY NOTES
Promissory Note • April 14th, 2022 • PureBase Corp • Agricultural chemicals

THIS FIRST AMENDMENT TO PROMISSORY NOTES (this “Amendment”) is made and entered into as of April 7, 2022 (the “Effective Date”), by and between Purebase Corporation, a Nevada corporation (the “Company”) and U.S. Mine Corp., a Nevada corporation (the “Holder”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Notes (as defined below).

STOCK OPTION AGREEMENT PUREBASE CORPORATION
Stock Option Agreement • September 30th, 2022 • PureBase Corp • Agricultural chemicals