Revenue consists of the following by product offering for the six months ended May 31, 2020:

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. There ~~were~~are 0 cash equivalents as of ~~February 28, 2022~~May 31, 2021 and November 30, ~~2021.~~2020.

The Company periodically assesses its accounts and other receivables for collectability on a specific identification basis. If collectability of an account becomes unlikely, an allowance is recorded for that doubtful account. ~~The~~At May 31, 2021 and November 30, 2020, the Company has determined that ~~there was~~ no ~~allowance for doubtful accounts as of February 28, 2022, and~~ an allowance of $18,277 for doubtful accounts was ~~necessary as of November 30, 2021.~~necessary.

Property and equipment are recorded at cost. Depreciation is computed using straight-line method over the estimated useful lives of the related assets, generally three to five years. Expenditures that enhance the useful lives of the assets are capitalized and depreciated.

Maintenance and repairs are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations. The Company currently has $620,000 in property and equipment that it acquired on May 1, 2020. As of ~~February 28, 2022,~~May 31, 2021, the Company has not put the acquired property and equipment to use. As such, the Company has not recorded depreciation.

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. NaN impairment losses were recorded during the three and six months ended ~~February 28, 2022~~May 31, 2021 and ~~February 28, 2021.~~2020.

The Company incurs shipping and handling costs which are charged back to the customer. There were no0 shipping and handling costs incurred during the three and six months ended ~~February 28, 2022~~May 31, 2021 and ~~February 28, 2021.~~2020.

The Company expenses advertising and marketing costs as they are incurred. Advertising and marketing expenses were $~~12,040~~42,000 and $~~16,000~~2,052 for the six months ended May 31, 2021 and 2020, respectively, and $26,000 and $490 for the three months ended ~~February 28, 2022~~May 31, 2021 and ~~February 28, 2021,~~2020, respectively, and are recorded in selling, general and administrative expenses on the statement of operations.

As defined in ASC 820, “Fair Value Measurements and Disclosures,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement.

The carrying value of cash, accounts receivable, accounts payable and accrued expenses approximate their fair values based on the short-term maturity of these instruments. The carrying amount of notes approximates the estimated fair value for these financial instruments as management believes that such notes constitute substantially all of the Company’s debt and interest payable on the notes approximates the Company’s incremental borrowing rate.

Net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding during the year. All outstanding options are considered potential common stock. The dilutive effect, if any, of stock options are calculated using the treasury stock method. All outstanding convertible notes are considered common stock at the beginning of the period or at the time of issuance, if later, pursuant to the if-converted method. Since the effect of common stock equivalents is anti-dilutive with respect to losses, the options have been excluded from the Company’s computation of net loss per ~~share of~~ common ~~stock~~share for the three and six months ~~ended February 28, 2022~~May 31, 2021 and ~~February 28, 2021.~~2020.

The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss position even though the exercise price could be less than the average market price of the common ~~stock:~~shares:

The Company applies the provisions of ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, including employee stock options, in the statements of operations.

For stock options issued to employees and members of the Company’s Board of Directors (the “Board”) for their services, the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the Common Stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the Common Stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised.

Pursuant to ASU 2018-07 Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, the Company accounts for stock options issued to non-employees for their services in accordance ASC 718. The Company uses valuation methods and assumptions to value the stock options that are in line with the process for valuing employee stock options noted above.

With the adoption of ASC 842, operating lease agreements are required to be recognized on the balance sheet as Right-of-Use (“ROU”) assets and corresponding lease liabilities. Right-of-use (“ROU”) assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The lease terms may include options to extend or terminate the lease if it is reasonably certain that we will exercise that option.

Leases in which our company is the lessee are comprised of corporate offices. All of the leases are classified as operating leases. The Company is a party to a two-year lease, with USMC, a related party, for ~~1,000~~ square feet of space located in Ione, California (the “Ione Lease”) with respect to its corporate operations (See Note 10). The Ione Lease expires in November 2022 (subject to automatic extensions on a month-to-month basis) and has a monthly base rental during the initial term of $~~1,500. The remaining weighted average term is~~ ~~.67~~ ~~years.~~

~~In accordance with ASC 842,~~ ~~Leases~~, we recognized a ROU asset and corresponding lease liability on our consolidated balance sheet for long-term office leases. See Note 7 – Leases for further discussion, including the impact on our consolidated financial statements and related disclosures.

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company utilizes ASC 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.

For uncertain tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the consolidated financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the consolidated statements of operations.

All other newly issued but not yet effective accounting pronouncements have been deemed to be not applicable or immaterial to the Company.

This Preference Rights Lease is granted by the Bureau of Land Management (“BLM”) covering approximately 2,500 acres of land located in the Mount Diablo Meridian area of Nevada. Contained in the leased property is the Chimney 1 Potassium/Sulfur Deposit which consists of 15.5 acres of land fully permitted for mining operation which is situated within the 2,500 acres held by the Company. All rights and obligations under the Preference Rights ~~Lease~~lease have been assigned to the Company by USMC. These rights were ~~initially recorded~~presented at their cost of $200,000. At November 30, 2020, the Company fully impaired the asset. This lease requires a payment of $7,503 per year to the BLM.

On November 28, 2014 US Mining and Minerals Corporation entered into a Purchase Agreement in which it agreed to sell its fee simple property interest and certain mining claims to USMC. In contemplation of the Plan and Agreement of Reorganization, on December 1, 2014, USMC, a related party, assigned its rights and obligations under the Purchase Agreement to the Company pursuant to an Assignment of Purchase Agreement. As a result of the Assignment, the Company assumed the purchaser position under the Purchase Agreement. The Purchase Agreement involves the sale of approximately 280 acres of mining property containing 5placer mining claims known as the Snow White Mine located near Barstow, California in San Bernardino County. The property is covered by a Conditional Use Permit allowing the mining of the property and a Plan of Operation and Reclamation Plan has been approved by San Bernardino County and the BLM. An initial deposit of $50,000 was paid to escrow, and the Purchase Agreement required the payment of an additional $600,000 at the end of the escrow period. There was a delay in the original seller, Joseph Richard Matthewson, receiving a clear title to the property and a fully permitted project, both of which were conditions to closing. In light of the foregoing, and the payment of an additional $25,000, the parties agreed to extend the closing. Due to delays in the Company securing the necessary funding to close the purchase of the Snow White Mine property, John Bremer, a shareholder and a director of the Company, paid $~~575,000~~$575,000 to acquire the property on or about October 15, 2015. Mr. Bremer will transfer title to the Company when the Company pays Mr. Bremer $575,000 plus expenses, however, the Company is under no obligation to do so. The mining claims require a minimum royalty payment of $3,500 per year to be made by the Company.

During the year ended November 30, 2017, USMC, agreed to offset the $75,000 deposit against money owed to USMC. As a result, the purchase price is $650,000 plus expenses. Mr. Bremer has not restricted the Company from continuing its exploration on or access to the Snow White mine property.

On September 5, 2019, the Board approved the discontinuance of all mining and related activities at the Snow White project. The Company has no further obligation related to this project.

On April 1, 2020, the Company entered into a purchase and sale agreement with the Bremer Family 1995 Living Trust, a related party through 19% beneficial ownership of the Company, pursuant to which the Company will purchase the Snow White Mine for $836,000~~(the~~ (the “Purchase Price”). The Purchase Price plus 5% interest isshall be payable in full in cash at the closing which ~~must~~can occur at any time before April 1, 2022. (As of May 31, 2021, the ~~“Closing Date”). On April 14, 2022,~~Company has yet to close on the ~~agreement was amended to extend the Closing Date to April 14, 2023.~~purchase.

On February 26, 2016, the Company issued a promissory note to Bayshore Capital Advisors, LLC, an affiliate through common ownership of a 1010%% major shareholder of the Company, for $25,000 for working capital at an interest rate of 66%% per annum. The note was payable August 26, 2016, or when the Company closes a bridge financing, whichever occurs first. The Company is in default on this note at ~~February 28, 2022.~~May 31, 2021. The balance on the note was $25,000 as of ~~February 28, 2022~~May 31, 2021 and November 30, 2020. See (Note 10). Total interest expense on the note was $748 and $752 for the six months ended May 31, 2021 ~~(see Note 10).~~and 2020, respectively. Total interest expense on the note was $370 for the three months ended ~~February 28, 2022~~May 31, 2021 and ~~February 29, 2021.~~2020.

On August 31, 2017, the Company issued a note in the amount of $197,096 to A. Scott Dockter, President, CEO and a director of the Company, to consolidate the total amounts due to Mr. Dockter. The note to Mr. Dockter bears interest at 66%% and is due upon demand. During the ~~three~~six months ended ~~February 28, 2022,~~May 31, 2021, the Company ~~did not make repayments~~repaid $38,100 towards the outstanding balance of the note. The balance on the note was $89,716 and $~~58,716~~127,816 as of ~~February 28, 2022~~May 31, 2021 and November 30, ~~2021~~2020, respectively (See Note ~~10)~~11). Total interest expense on the note was $~~869~~3,368 and $~~1,868~~4,834 for the six months ended May 31, 2021 and 2020, respectively. Total interest expense on the note was $1,500 and $2,916 for the three months ended ~~February 28, 2022~~May 31, 2021 and ~~February 28, 2021,~~2020, respectively.

On December 1, 2019, in connection with the September 26, 2019, securities purchase agreement with USMC, a related party, (See Note ~~10)~~12), the Company issued atwo-year convertible promissory note in the amount of $20,000to USMC, with a maturity date of December 31, 2021(“ (“Tranche #1”). The note bears interest at 55%% per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock, $0.001par value, at any time at the option of the holder, at a conversion price of $0.16 per share. ~~On April 7, 2022, the December 1, 2019 note was amended to extend the maturity date to~~ ~~April 30, 2022. Thereafter, on April 7, 2022, USMC converted the outstanding principal balance of $20,000~~ ~~of the December 1, 2019 note, plus accrued interest totaling $2,351~~ ~~through such date, into~~ ~~139,692~~ ~~shares of the Company’s common stock.~~

The issuance of Tranche #1 resulted in a discount from the beneficial conversion feature totaling $20,000. Total straight-line amortization of this discount totaled $~~815~~2,417 and $~~2,365~~4,783 ~~during~~for the three and six months ended ~~February 28, 2022~~May 31, 2021 and ~~February 28, 2021,~~2020, respectively. Total interest expense on Tranche #1 was approximately $250 and $500for the three and six months ended ~~February 28, 2022~~May 31, 2021 and ~~February 28, 2021.~~2020, respectively.

On January 1, 2020, in connection with the September 26, 2019, securities purchase agreement with USMC, a related party, (See Note ~~10)~~11), the Company issued atwo-year convertible promissory note in the amount of $86,000to USMC, with a maturity date of January 1, 2022(“ (“Tranche #2”). The note bears interest at 55%% per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock, $0.001par value, at any time at the option of the ~~holder,~~Holder, at a conversion price of $0.16per share. ~~On April 7, 2022, the January 1, 2020 note was amended to extend the maturity date to~~ ~~April 30, 2022. Thereafter, on April 7, 2022, USMC converted the outstanding principal balance of $86,000~~ ~~of the January 1, 2020 note, plus accrued interest totaling $9,743~~ ~~through such date, into~~ ~~598,392~~ ~~shares of the Company’s common stock.~~

The issuance of Tranche #2 resulted in a discount from the beneficial conversion feature totaling $32,250. Total straight-line amortization of this discount totaled $~~1,412~~8,029 and $~~3,971~~6,662 for the six months ended May 31, 2021 and 2020, respectively. Total straight-line amortization of this discount totaled $4,059 for the three months ended ~~February 28, 2022~~May 31, 2021 and ~~February 28,~~2020. Total interest expense on Tranche #2 was approximately $2,100 and $1,780 for the six months ended May 31, 2021 and 2020, respectively. Total interest expense on Tranche #2 was approximately $1,040 and $~~1,060~~1,080 for the three months ended ~~February 28, 2022~~May 31, 2021 and ~~February 28, 2021,~~2020, respectively.

On February 1, 2020, in connection with the September 26, 2019, securities purchase agreement with USMC, a related party, (See Note ~~10)~~11), the Company issued atwo-year convertible promissory note in the amount of $72,000to USMC, with a maturity date of February 1, 2022(“ (“Tranche #3”). The note bears interest at 55%% per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock, $0.001par value, at any time at the option of the ~~holder,~~Holder, at a conversion price of $0.16per share. ~~On April 7, 2022, the February 1, 2020 note was amended to extend the maturity date to~~ ~~April 30, 2022. Thereafter, on April 7, 2022, USMC converted the outstanding principal balance of $72,000~~ ~~of the February 1, 2020 note, plus accrued interest totaling $7,851~~ ~~through such date, into~~ ~~499,068~~ ~~shares of the Company’s common stock.~~

The issuance of Tranche #3 resulted in a discount from the beneficial conversion feature totaling $36,000. Total straight-line amortization of this discount totaled $~~3,103~~8,963 and $~~4,432~~5,910 for the six months ended May 31, 2021 and 2020, respectively. Total straight-line amortization of this discount totaled $4,531 for the three months ended ~~February 28, 2022~~May 31, 2021 and ~~February 28,~~2020. Total interest expense on Tranche #3 was approximately $1,785 and $1,200 for the six months ended May 31, 2021 and 2020, respectively. Total interest expense on Tranche #3 was approximately $900for the three months ended ~~February 28, 2022~~May 31, 2021 and ~~February 28, 2021.~~2020.

On December 1, 2020, in connection with the September 26, 2019 securities purchase agreement with USMC, a related party, (See Note ~~10)~~11), the Company issued atwo-year convertible promissory note in the amount of $822,000to USMC, with a maturity date of November 25, 2022(“ (“Tranche 4”). The note bears interest at 55%% per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock at any time at the option of the noteholder, at a conversion price of $0.16per share. Total interest expense on Tranche #4 was approximately $10,100 and $20,300for the three and six months ended ~~February 28, 2022 and February 28, 2021. On April 7, USMC converted the outstanding principal balance of $822,000~~ ~~of the December 1, 2020 note, plus accrued interest totaling $55,401~~ ~~through such date, into~~ ~~5,483,753~~ ~~shares of the Company’s common stock.~~May 31, 2021, respectively.

On March 17, 2021, in connection with the March 11, 2021 securities purchase agreement with USMC, a related party, ~~(see~~(See Note ~~10)~~11), the Company issued atwo-year convertible promissory note in the amount of $579,769to USMC, with a maturity date of March 17, 2023(“ (“Tranche #5”). The note bears interest at 55%% per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock at any time at the option of the noteholder, at a conversion price of $0.088per share. Total interest ~~expense~~ on Tranche #5 was approximately $~~7,150~~ 5,800for the three and six months ended ~~February 28, 2022.~~ May 31, 2021.

On ~~April 7, USMC converted~~May 27, 2021, in connection with the ~~outstanding~~Materials Extraction Agreement (the “Extraction Agreement”) with US Mine, LLC, a related party, (See Note 11), the Company issued a ten-year convertible promissory note in the principal ~~balance~~amount of $~~579,769~~50,000,000~~.39 of~~ to US Mine, LLC (the “US Mine Note”). The US Mine Note bears interest at 2.5% per annum which is payable upon maturity. Amounts due under the ~~March 17, 2021 note, plus accrued interest totaling $30,656~~ ~~through such date,~~US Mine Note may be converted into ~~6,936,656~~ shares of the Company’s common ~~stock.~~stock at the option of the noteholder, at a conversion price of $0.43 per share. The noteholder may convert (i) up to 50% of the outstanding balance on or after such date as the Company is listed for trading on any national securities exchange, (ii) up to an additional 25% of the outstanding balance on or after the six-month anniversary of the initial trading date on such national securities exchange, and (iii) the remaining 25% on or after the twelve-month anniversary of the initial trading date. Total interest on the US Mine Note was approximately $10,300 for the three and six months ended May 31, 2021. Subsequent to May 31, 2021, on October 6, 2021, the Extraction Agreement was amended, and the US Mine Note was retroactively rescinded, ab initio; refer to Note 11 for more details of the amendment.

With the adoption of ASC 842, operating lease agreements are required to be recognized on the balance sheet as Right-of-Use (“ROU”) assets and corresponding lease liabilities.

The Company is a party to a two-year lease, with USMC, a related party, for 1,000 square feet of office space located in Ione, California (the “Ione Lease”) with respect to its corporate operations (See Note 11). The Ione Lease expires in November 2022 (subject to automatic extensions of one month) and has an annual base rental during the initial term of $1,500.

On December 1, 2020, the Company recognized ROU assets and lease liabilities of $35,543. The Company elected to not recognize ROU assets and lease liabilities arising from short-term office leases (leases with initial terms of twelve months or less, which are deemed immaterial) on its balance sheets.

When measuring lease liabilities for leases that were classified as operating leases, the Company discounted lease payments using its estimated incremental borrowing rate at December 1, 2020. The weighted average incremental borrowing rate applied was 5%.

The following table presents net lease cost and other supplemental lease information:

Future minimum payments under non-cancelable leases for operating leases for the remaining terms of the leases following the ~~three~~six months ended ~~February 28, 2022:~~May 31, 2021:

~~The Company is using office space provided by USMC, a related party that is owned by the Company’s majority shareholders and directors A. Scott Dockter and John Bremer. (See Note 10).~~

The Company’s mineral rights require various annual lease payments (See Note 4).

On July 8, 2020, former Chief Financial Officer, Al Calvanico (“Calvanico”), filed a demand for arbitration alleging retaliation, wrongful termination, and demand for a minimum amount of $600,000 in alleged stock value, plus interest, recovery of past and future wages, attorneys’ fees, and punitive damages (collectively, the “Calvanico Claims”). The Company denied all Calvanico Claims. The Company believes Calvanico is owed nothing because it takes the position that Calvanico was not terminated, but rather, his employment contract expired on September 21, 2019 in ~~accordance with its terms,~~the normal course, and was not renewed by Company and because Calvanico never exercised his stock options. On February 14, 2020, the Company requested in writing that Calvanico exercise his stock options within 30 days. Calvanico failed to do so. To date, Calvanico has not exercised his stock options. This dispute is currently in the midst of the arbitration discovery phase. An arbitration hearing isdate has been scheduled for ~~July 1 and 5-8, 2022 before arbitrator, Scott Silverman in Los Angeles. The Company is in the process of scheduling a mediation to explore a possible settlement.~~January 24, 2022.

On January 11, 2019, the Company filed a complaint in the Nevada District Court for Washoe County (Case # CV19-00097) against Agregen International Corp (“Agregen”) and Robert Hurtado alleging the misuse of proprietary and confidential information acquired by Mr. Hurtado while employed by the Company as VP of Agricultural Research and Development. Mr. Hurtado was terminated in March 2018 and since that time the Company alleges that he conspired with Agregen to improperly use proprietary and confidential information to compete with the Company which constitute breaches of the non-compete and confidentiality provisions of his employment agreement with the Company. The Company is seeking $100,000,000 in monetary damages. On March 14, 2019 Agregen and Mr. Hurtado filed an answer to the Company’s Complaint that the allegations were false. An Early Case Conference was held on April 26, 2019 and a pre-trial conference was held on July 10, 2019. On March 13, 2020, the Company filed a First Amended Complaint, adding Todd Gauer and John Gingerich as additional defendants. A default has been taken against Mr. Gingerich. Litigation is actively proceeding against Mr. Hurtado, Mr. Gauer, and Agregen. AThe June 2021 trial date was postponed due to Covid-related delays but ~~was rescheduled to begin during June 2022.~~is in the process of being rescheduled.

On March 29, 2019, the Company was served with a complaint filed by Superior Soils Supplements LLC (“Superior Soils”) in the Superior Court of the State of California in and for the County of Kings (Case #19C-0124) relating to 64 truckloads of soil amendments delivered to a customer by the Company on behalf of Superior Soils. Superior Soils alleged that the soil amendments were not labeled correctly requiring the entire shipment of product to be returned to the Company. The complaint alleges breach of contract, misrepresentations, fraudulent concealment and unfair competition. The complaint seeks damages of approximately $300,000. The Company filed its answer on May 6, 2019, denying responsibility for the mis-labelling and denying any liability for damages therefrom. ~~After~~The parties are currently in settlement ~~negotiations were terminated,~~negotiations. The Company believes its potential exposure to be approximately $400,000 and, as such, has accrued this amount on the unaudited condensed consolidated balance sheet at May 31, 2021.

On April 16, 2021, LexisNexis, a division of RELX, Inc., filed a Complaint against the Company and its former attorney, Michael Kessler, Esq., in the Superior Court of the State of California, Amador County (Case No. 21-CV-12123). This is a limited jurisdiction lawsuit seeking payment of $18,211. The basis of the Complaint is that Mr. Kessler incurred this debt to LexisNexis, a legal research company. Mr. Kessler is alleged to have failed to pay the annual bill. After the matter was ~~set~~sent to collections, it is the Company’s understanding that Mr. Kessler claimed that he was employed by the Company as its general counsel at the time and that Purebase is therefore responsible for ~~trial~~payment. The Company strongly disputes this characterization and maintains that it has no obligation to LexisNexis under the facts or the law. The Company and LexisNexis are engaged in ~~April 2023.~~settlement negotiations. The Company believes its potential exposure to be $0 and that the lawsuit will be dismissed.

On November 1, 2013, wethe Company entered into an agreement with USMC, a related party, inunder which USMC ~~provides~~performs services relating to various technical evaluations and mine development ~~services~~ for ~~the Company with regard to the~~ various mining properties/rights owned by the Company. Terms of services and compensation ~~will be~~are determined for each project undertaken by USMC.

On October 12, 2018, the Board approved a material supply agreement with USMC, a related party, pursuant to which USMC ~~will provide~~provides designated natural resources to the Company at predetermined prices ~~(see~~(See Note ~~10)~~11).

During the six months ended May 31, 2021, the Company issued an aggregate of 350,000 shares of common stock with a fair value range between $0.07 and $0.15 per share to an investment banking firm pursuant to an investment banking agreement for services rendered to the Company.

During the six months ended May 31, 2021, the Company issued 80,000 shares of common stock with a fair value of $0.15 per share to a director pursuant to a directors agreement for services rendered.

The Company accounted for its stock-based compensation in accordance with the fair value recognition provisions of FASB ASC Topic 718, “Compensation – Stock Compensation.”

On November 10, 2017 the Board approved the 2017 PureBase Corporation Stock Option Plan which is intended to be a qualified stock option plan (the “Option Plan”). The Board reserved 10,000,000 shares of the Company’s common stock to be issued pursuant to options granted under the Option Plan. The Option Plan was subsequently approved by shareholders on September 28, 2018. As of ~~February 28, 2022,~~May 31, 2021, options to purchase an aggregate of 50,000 shares of common stock have been granted under the Option Plan.

The Company has also granted options to purchase an aggregate of 500,000 shares of common stock pursuant to employment contracts with certain employees prior to the adoption of the Option Plan.

The Company ~~did not grant~~granted options to purchase 250,000 shares of common stock ~~options~~ during the ~~three~~six months ended ~~February 28, 2022 and February 28,~~May 31, 2021.

The Company granted options to purchase an aggregate of 450,000 shares of common stock during the six months ended May 31, 2020.

The weighted average grant date fair value of options granted and vested during the six months ended May 31, 2021 was $36,708 and $19,481, respectively. The weighted average grant date fair value of options granted and vested during the six months ended May 31, 2020, was $23,905 and $27,088, respectively. The weighted average non-vested grant date fair value of non-vested options was $32,030 at May 31, 2021.

Compensation based stock option activity for qualified and unqualified stock options are summarized as follows:

The following table summarizes information about options to purchase shares of the Company’s common stock outstanding and exercisable at ~~February 28, 2022:~~May 31, 2021:

The compensation expense attributed to the issuance of the options is recognized as they are vested.

The stock options granted under the Option Plan are exercisable for ten years from the grant date and vest over various terms from the grant date to three ~~years~~.years.

~~Total compensation expense related~~On April 8, 2020, the Company granted a director an option to purchase 250,000 shares of the Company’s common stock at an exercise price of $0.10 per share and a fair value of $27,088. The options ~~was~~vest immediately at the grant date. The options were valued using the Black-Scholes option pricing model under the following assumptions: stock price - $~~10,949,738~~0.11; strike price - $0.10; expected volatility – 305%; risk-free interest rate – 0.47%; dividend rate – 0%; and expected term – 2.50 years.

On April 15, 2020, the Company granted two advisory board members options to purchase an aggregate of 200,000 shares of the Company’s common stock at an exercise price of $0.10 per share and a fair value of $~~10,687~~19,481. The options vest one year from the date of grant. The options were valued using the Black-Scholes option pricing model under the following assumptions: stock price - $0.099; strike price - $0.10; expected volatility – 304%; risk-free interest rate – 0.34%; dividend rate – 0%; and expected term – 2.50 ~~for~~years.

On April 8, 2021, the ~~three months ended February 28, 2022~~Company granted a director an option to purchase 250,000 shares of the Company’s common stock at an exercise price of $0.10 per share and ~~February 28, 2021, respectively. As~~a fair value of ~~February 28, 2022, there was~~ $~~21,865,966~~36,708. These options vest one year from the grant date. The options were valued using the Black-Scholes option pricing model under the following assumptions: stock price - $0.15; strike price - $0.10; expected volatility – 281%; risk-free interest rate – 0.85%; dividend rate – 0%; and expected term – 2.50 ~~in future compensation cost related to non-vested stock options.~~years.

The aggregate intrinsic value totaled $~~14,313,350~~448,350 ~~for total outstanding~~ and ~~exercisable options, which~~ was based on ~~our estimated fair value of~~ the ~~common~~Company’s closing stock price of $0.51 as of ~~February 28, 2022,~~May 31, 2021, which ~~is the aggregate fair value of the common stock that~~ would have been received by the option holders had all option holders exercised their options as of that ~~date, net~~date.

Total compensation expense related to the options was $44,148 and $54,836 for the three months ended May 31, 2021 and 2020, respectively. Total compensation expense related to the options was $24,246 and $30,335 for the six months ended May 31, 2021 and 2020, respectively. As of ~~the aggregate exercise price.~~May 31, 2021, there was $36,428 in future compensation cost related to non-vested stock options.

On February 26, 2016, the Company issued a promissory note in the principal amount of $25,000 with an interest rate of 6% per annum to Bayshore Capital Advisors, LLC, an affiliate through common ownership of a 10% shareholder of the Company for working capital purposes. The note was payable August 26, 2016,, or when the Company closes a bridge financing, whichever occurs first. The Company is in default on this note at ~~February 28, 2022.~~May 31, 2021.

The Company entered into a contract mining agreement with USMC, a company owned by the majority stockholders of the Company, A. Scott Dockter and John Bremer, pursuant to which USMC ~~provides~~will provide various technical evaluations and mine development services to the Company. During the three and six months ended ~~February 28, 2022~~May 31, 2021 the Company made $12,000 in purchases from USMC. During the three and ~~2021,~~six months ended May 31, 2020, the Company did not make any ~~purchased~~purchases from USMC. No services were rendered by USMC for the three and six months ended ~~February, 2022~~May 31, 2021 and ~~2021.~~2020. In addition, during the three and six months ended ~~February 28, 2022 and~~May 31, 2021, USMC paid $~~2,284~~22,150 ~~and $~~0~~, respectively, of expenses~~ to the Company’s vendors and creditors on behalf of the Company which is recorded as part of due to affiliates on the Company’s unaudited condensed consolidated balance sheets. During the three and ~~also~~six months ended May 31, 2020, USMC made no payment to the Company’s vendors and creditors on behalf of the Company. During the three and six months ended May 31, 2021 and 2020, USMC made cash advances to the Company of $~~118,000~~316,000 and $~~242,077~~558,077 and $33,000 and $125,000, respectively, which are recorded as part of due to affiliates on the Company’s unaudited condensed consolidated balance sheets. ~~The amounts owed for services rendered, expenses paid on behalf of~~During the six months ended June 30, 2021, the Company and ~~cash advances were~~USMC converted an aggregate of $1,401,769 of outstanding payables into ~~the Company’s common stock pursuant to the September 5, 2019, Debt Exchange Agreement~~two convertible notes (See Note 5). The balance due to USMC was $~~849,343~~269,616 and $~~729,059~~1,091,158 at ~~February 28, 2022~~May 31, 2021 and November 30, ~~2021,~~2020, respectively.

On September 26, 2019, the Company entered into a securities purchase agreement with USMC pursuant to which USMC may purchase up to $1,000,000of the Company’s 5% unsecured convertible two-year promissory notes in one or more closings. The notes are convertible into the Company’s common stock at a conversion price of $0.16per share. As of ~~February 28, 2022,~~May 31, 2021, USMC has purchased notes totaling $1,000,000with maturity dates ranging from December 1, 2021 through November 25, 2022~~(see~~ (See Note 5). Interest expense on these notes totaled $~~12,329~~ 12,466 and $3,461for the three months ended ~~February 28, 2022~~May 31, 2021 and 2020, respectively. Interest expense on these notes totaled $24,795 and $3,461 for the six months ended May 31, 2021 and 2020, respectively, and is recorded as part of accrued expenses on the unaudited condensed consolidated balance sheets. On April 7, 2022, the December 1, 2019, January 1, 2020 and February 1, 2020 notes were amended to extend the maturity dates of all such notes to April 30, 2022. Thereafter, on April 7, 2022, USMC converted the aggregate outstanding principal balance of $~~1,000,000~~ ~~of the December 1, 2019, January 1, 2020, February 1, 2020 and December 1, 2020 notes, plus accrued interest totaling $75,346~~ ~~through such date, into~~ ~~6,720,906~~ ~~shares of the Company’s common stock.~~

On November 25, 2020, the Company entered a securities purchase agreement with USMC pursuant to which USMC may purchase up to $2,000,000of the Company’s 5%unsecured two-year promissory notes in one or more closings. The notes are convertible into the Company’s common stock at a conversion price of $0.088per share. As of ~~February 28, 2022,~~May 31, 2021, USMC has purchased notes totaling $~~1,579,769~~ 5,798,769with a maturity date of March 17, 2023~~(see~~ (See Note 5). Interest expense on these notes totaled $~~19,477~~ 5,877for the three and six months ended ~~February 28, 2022~~May 31, 2021 and is recorded as part of accrued expenses on the unaudited condensed consolidated balance sheets. ~~On March 14, 2022, in connection with the November 25, 2020, securities purchase agreement with USMC, a related party, the Company issued a convertible promissory note in the amount of $884,492.28 to USMC, with a maturity date of~~ ~~March 14, 2024. The note bears interest at~~ 5~~% per annum which is payable on maturity. Amounts due under the 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.~~ ~~On April 7, 2022 USMC converted the aggregate outstanding principal balance of $1,464,337~~ ~~of the November 25, 2020 note and March 14, 2022 note, plus accrued interest totaling $33,564~~ ~~through such date, into~~ ~~17,020,749~~ ~~shares of the Company’s common stock.~~

~~On April 7, 2022, the Company entered into a securities purchase agreement with USMC, effective March 23, 2022, pursuant to which USMC may purchase up to $1,000,000~~ ~~of the Company’s~~ 5~~% unsecured convertible two-year promissory notes in one or more closings. The notes are convertible into the Company’s common stock at a conversion price of $0.39~~ ~~per share.~~

The outstanding balance due on the above notes to USMC ~~was~~is $1,579,769 and $178,000 at ~~February 28, 2022~~May 31, 2021 and November 30, ~~2021.~~2020, respectively.

On April 22, 2020, the Company entered into a Material Supply Agreement (the “Supply Agreement”) with USMC which amended the prior Materials Supply Agreement entered into on October 12, 2018. All kaolin clay purchased by the Company from USMC under the Supply Agreement must be used exclusively for agricultural products and supplementary cementitious materials. Under the terms of the Supply Agreement, the Company will pay $25 per ton for the kaolin clay for supplementary cementitious materials and $145 per ton for bagged products for clay for agriculture (in each case plus an additional $5 royalty fee per ton). The Supply Agreement also provides that if USMC provides pricing to any other customer which is more favorable than that provided to the Company, USMC ~~will~~shall adjust the cost to the Company to conform to the more favorable terms. The initial term of the Agreement is three years, which automatically renews for three successive one-year terms, unless either party provides notice of termination at least sixty days prior to the end of the then current term. Either party has the right to terminate the Agreement for a material breach which is not cured within 90 days.

On May 27, 2021, the Company entered into the Extraction Agreement with US Mine LLC, pursuant to which the Company acquired the right to extract up to 100,000,000 of certain raw clay materials. The Extraction Agreement is effective until 100,000,000 tons of material are extracted. As compensation for such right the Company issued a ~~ten-year~~ten-year convertible promissory note in the principal amount of $50,000,000 to US Mine, LLC (the “US Mine Note”). The US Mine Note bears interest at the rate of 2.5% per annum which is payable upon maturity. Amounts due under the US Mine Note may be converted into shares of the Company’s common stock at the option of the noteholder, at a conversion price of $0.43 per share. The noteholder may convert (i) up to 50% of the outstanding balance on or after such date as the Company’s common stock is listed for trading on any national securities exchange, (ii) up to an additional 25% of the outstanding balance on or after the six-month anniversary of such initial trading date, and (iii) the remaining 25% on or after the twelve-month anniversary of such initial trading ~~date~~date. . In addition, the Company will pay US Mine LLC a royalty fee of $5.00 per ton of materials extracted and any royalty not paid in a timely manner with be subject to 15% interest per annum and compounded monthly.

OnSubsequent to May 31, 2021, on October 6, 2021, and prior to consummation of activities under the Extraction Agreement, the Company and US Mine executed an amendment to the Extraction Agreement (the “Amendment”) (See Note 13). Pursuant to the Amendment, the US Mine Note was ~~cancelled~~retroactively rescinded, ab initio, and an option to purchase an aggregate of 116,000,000shares of the Company’s common stock at an exercise price of $0.38per share until April 6, 2028 was issued to US Mine ~~LLC~~ as compensation. Shares subject to the option vest as to 58,000,000shares on April 6, 2022, 29,000,000shares on October 6, 2022, and 29,000,000shares on April 6, 2023. ~~For the three months ended February 28, 2022 the Company expensed $10,917,826~~ ~~in stock-based compensation expense related to the issuance of the option on October 16, 2021 to US Mine LLC under the extraction agreement.~~

On October 1, 2020 the Company entered into a ~~two-year~~two-year lease agreement for its office space with USMC with a monthly rent of $1,500 (See Note 7).

On August 31, 2017, the Company issued a note in the amount of $197,096 to A.Arthur Scott Dockter, President, CEO and a director of the Company to consolidate the total amounts due to and assumed by Mr. Dockter. The note bears interest at 6% and is due upon demand. During the ~~three~~six months ended ~~February 28, 2022,~~May 31, 2021, the Company ~~did not make any payments~~repaid $38,100 towards the balance of the note. As of ~~February 28, 2022~~May 31, 2021 and November 30, ~~2021,~~2020, the principal balance ~~outstanding~~due on this note was $89,716 and $~~58,716~~127,816, respectively, and is recorded as Note Payable to Officer on the unaudited condensed consolidated balance sheet. ~~Interest~~Total interest expense ~~for this~~on the note was $~~869~~3,368 and $~~1,868~~4,834 for the six months ended May 31, 2021 and 2020, respectively. Total interest expense on the note was $1,500 and $2,916 for the three months ended ~~February 28,~~May 31, 2021 and ~~February 28, 2021,~~2020, respectively.

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of ~~February 28, 2022~~May 31, 2021 and November 30, ~~2021,~~2020, the Company had no deposits in excess of the FDIC insured limit.

~~The Company had no~~One customer accounted for 100% of total revenue for the ~~three~~six months ended ~~February 28, 2022 and~~May 31, 2021.

Three customers accounted for 100% of total revenue for the six months ended May 31, 2020, as set forth below:

One customer accounted for ~~100~~%92% of the accounts receivable as ~~February 28, 2022 and November 30,~~of May 31, 2021.

Three vendors accounted for ~~88%~~84% of purchases as of ~~November~~May 31, 2021, as set forth below:

Vendor A ~~a related party~~			75		57	%
Vendor B		– related party	13		15	%

19Vendor C

One supplier accounted for 85% of purchases as of November 30, 2020.

NOTE 1213 – SUBSEQUENT EVENTS

~~Conversion~~

On October 6, 2021, prior to the consummation of ~~Related Party Notes~~

~~On September 26, 2019,~~activities under the Extraction Agreement, the Company ~~entered into a securities~~and US Mine executed an amendment to the Extraction Agreement (the “Amendment”). Pursuant to the Amendment, the US Mine Note was retroactively rescinded, ab initio, and an option to purchase ~~agreement with USMC pursuant to which USMC may purchase up to $1,000,000~~ ~~of the Company’s~~ 5% ~~unsecured convertible two-year promissory notes in one or more closings. The notes are convertible into the Company’s common stock at a conversion price of $0.16~~ ~~per share. As of February 28, 2022, USMC has purchased notes totaling $1,000,000~~ ~~with maturity dates ranging from~~ ~~December 1, 2021, through November 25, 2022(see Note 5). Interest expense on these notes totaled $12,329~~ for the three months ended February 28, 2022 and 2021, and is recorded as part of accrued expenses on the consolidated balance sheets. On April 7, 2022, the December 1, 2019, January 1, 2020 and February 1, 2020 notes were amended to extend the maturity dates to April 30, 2022. Thereafter, on April 7, 2022, USMC agreed to convert the principal balance of the December 1, 2019, January 1, 2020, February 1, 2020 and December 1, 2020 notes, plus accrued interest totaling $~~75,346~~ ~~through such date, into~~ ~~6,720,906~~ ~~shares of the Company’s common stock.~~

~~On November 25, 2020, the Company entered a securities purchase agreement with USMC pursuant to which USMC may purchase up to $2,000,000~~ ~~of the Company’s~~ 5% ~~unsecured two-year promissory notes in one or more closings. The notes are convertible into the Company’s common stock at a conversion price of $0.088~~ ~~per share. As of February 28, 2022, USMC has purchased notes totaling $1,579,769~~ ~~with a maturity date~~an aggregate of ~~March 17, 2023~~116,000,000~~(see Note 5). Interest expense on these notes totaled $19,477~~ for the three months ended February 28, 2022 and is recorded as part of accrued expenses on the consolidated balance sheets. On March 14, 2022, in connection with the November 25, 2020, securities purchase agreement with USMC, a related party, (see Note 10), the Company issued a convertible promissory note in the amount of $~~884,492.28 to USMC, with a maturity date of~~ ~~March 14, 2024. The note bears interest at~~ 5~~% per annum which is payable on maturity. Amounts due under the note may be converted into~~ shares of the Company’s common stock at ~~any time at the option of the Holder, at a conversion~~an exercise price of $~~0.088~~ 0.38per ~~share. On~~share until April 7,6, 2028, was issued to US Mine as compensation. Shares subject to the option vest as to 58,000,000 shares on April 6, 2022,29,000,000 ~~USMC agreed to convert the principal balance of the November 25, 2020, note, plus accrued interest totaling $33,564~~ ~~through such date, into~~ ~~17,020,749~~ shares ~~of the Company’s common stock.~~on October 6, 2022, and 29,000,000

On shares on April 1, 2020, the Company entered into a purchase and sale agreement with the Bremer Family 1995 Living Trust, a related party of the Company, pursuant to which the Company will purchase the Snow White Mine for $~~836,000. The purchase price plus~~ 5~~% interest is payable in full in cash at the closing which must occur at any time before April 1, 2022. On April 14, 2022, the agreement was amended to extend the closing date to April 14,~~6, 2023.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements that reflect management’s current views with respect to future events and financial performance. Forward-looking statements are statements in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements include statements regarding the intent, belief or current expectations of us and members of our management team, as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks set forth in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended November 30, ~~2021,~~2020, as filed with the Securities and Exchange Commission (the “SEC”) on March ~~15, 2022,~~16, 2021, any of which may cause our company’s or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied in our forward-looking statements. These risks and factors include, by way of example and without limitation:

	●	absence of contracts with customers or suppliers;
	●	our ability to maintain and develop relationships with customers and suppliers;
	●	the impact of competitive products and pricing;
	●	supply constraints or difficulties;
	●	the retention and availability of key personnel;
	●	general economic and business conditions;
	●	business interruptions resulting from geo-political actions, including war, and terrorism or disease outbreaks (such as the outbreak of COVID-19, or the novel coronavirus);
	●	substantial doubt about our ability to continue as a going concern;
	●	our ability to successfully implement our business plan;
	●	our need to raise additional funds in the future;
	●	our ability to successfully recruit and retain qualified personnel in order to continue our operations;
	●	our ability to successfully acquire, develop or commercialize new products;
	●	the commercial success of our products;
	●	the impact of any industry regulation;
	●	our ability to develop existing mining projects or establish proven or probable reserves;
	●	our dependence on ~~one~~once vendor for our minerals for our products;
	●	the impact of potentially losing the rights to properties; and
	●	the impact of the increase in the price of natural ~~resources; and~~
●	~~the continued impact of the COVID-19 pandemic.~~resources.

We undertake no obligation to update or revise forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report, except as required by law.

As used in this Quarterly Report and unless otherwise indicated, the terms “Company,” “we,” “us,” and “our,” refer to PureBase Corporation and its wholly-owned subsidiaries, PureBase Agricultural, Inc., a Nevada corporation (“PureBase AG”) and U.S. Agricultural Minerals, LLC, a Nevada limited liability company (“USAM”).

Business Overview

The Company, through its two divisions, Purebase Ag and Purebase SCM, is engaged in the agricultural and construction-materials sectors.

In the agricultural sector, the Company’s business is to develop specialized fertilizers, sun protectants, soil amendments, and bio-stimulants for organic and non-organic sustainable agriculture.

In the construction sector, the Company’s focus since 2020 has been to develop and test a kaolin-based product that will help create a lower CO2-emitting concrete ~~(through~~through the use of high-quality SCM’s.) The Company is developing a SCM that it believes can potentially replace up to 40% of cement, the most polluting part of concrete. As government agencies continue to enact stricter requirements for less-polluting forms of concrete, the Company believes there are significant opportunities for high-quality SCM products in the construction-materials sector.

In the agricultural sector, the Company has developed and will seek to develop additional products derived from mineralized materials of leonardite, kaolin clay, laterite, and other natural minerals. These mineral and soil amendments are used to protect crops, plants and fruits from the sun and winter damage, to provide nutrients to plants, and to improve dormancy and soil ecology to help farmers increase the yields of their harvests.

The Company is building a brand family under the parent trade name “Purebase,” consisting of its Purebase Shade Advantage WP product, a kaolin-clay based sun protectant for crops. ~~The Company~~It is also involved in the early testing of soil amendment products based on humic and fulvic acids derived from leonardite. Other agricultural products are in the development stage.

The Company utilizes the services of US Mine Corporation, ~~(“USMC”),~~ a Nevada corporation (“USMC”), and a significant shareholder of the Company for the development and contract mining of industrial mineral and metal projects throughout North America, exploration drilling, preparation of feasibility studies, mine modeling, on-site construction, production, site reclamation and for product fulfillment. Exploration services include securing necessary permits, environmental compliance, and reclamation plans. In addition, a substantial portion of the minerals to be utilized by the Company is obtained from properties owned or controlled by USMC. A. Scott Dockter and John Bremer are officers, directors, and owners of USMC.

Recent Developments

Minerals Extraction Agreement and Convertible Debt – US Mine LLC

On ~~March 14, 2022,~~May 27, 2021, the Company ~~issued~~entered in a ~~two-year 5% unsecured~~Materials Extraction Agreement (the “Extraction Agreement”) with US Mine LLC, a California limited liability company (“US Mine”), pursuant to which the Company acquired the right to extract up to 100,000,000 of metakaolin supplementary cementitious materials (“SCM”) from property owned by US Mine in Ione, California (the “Property”), for a purchase price of $50,000,000, which was paid through the Company’s issuance to US Mine of a ten-year convertible promissory note ~~to USMC~~(the “Note”) in the principal amount of ~~$884,492.28 (the “March 14, 2022 Note”), pursuant~~$50,000,000. The Extraction Agreement will remain in effect until such time as 100,000,000 tons of SCM have been extracted from the Property, or the Extraction Agreement is sooner terminated.

On October 6, 2021, prior to the ~~terms~~consummation of ~~a securities purchase agreement, dated March 17, 2021, with USMC. Amounts due~~activities under the ~~March 14, 2022~~Extraction Agreement, the Company and US Mine executed an amendment to the Extraction Agreement (the “Amendment”). Pursuant to the Amendment, the Note ~~may be converted into~~was retroactively rescinded, ab initio, and an option to purchase an aggregate of 116,000,000 shares of the Company’s common stock at ~~any time at~~an exercise price of $0.38 per share until April 6, 2028, was issued to US Mine as compensation. Shares subject to the option vest as to 58,000,000 shares on April 6, 2022, 29,000,000 shares on October 6, 2022, and 29,000,000 shares on April 6, 2023.

In addition, the Company will pay US Mine LLC a royalty fee of ~~the holder, at~~$5.00 per ton of materials extracted and any royalty not paid in a ~~conversion price of $0.088 per share. The conversion price and number of shares issuable upon conversion of the March 14, 2022 Note is~~timely manner will be subject to ~~adjustment from time to time for any subdivision or consolidation of the Company’s shares~~15% interest per annum and ~~other dilutive events.~~compounded monthly.

On April 7, 2022, the “Company entered into a First Amendment to Promissory Notes (the “Note Amendment”) with 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. 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, 2022, 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 perform any other covenant, obligation, condition or agreement contained in any of the 2019/2020 Amended Notes. Except as expressly provided in the Note Amendment, all of the terms of the 2019/2020 Notes remain in full force and effect.

On April 7, 2022, the Company also entered into a securities purchase agreement with USMC, effective as of March 23, 2022, pursuant to which USMC may purchase up to an additional $1,000,000 of two year 5% unsecured convertible promissory notes (“2022/2023 Notes”), in one or more closings. Amounts due under the 2022/2023 Notes are convertible into shares of common stock at any time at the option of the holder, at a conversion price of $0.39 per share, subject to adjustment for any subdivision or consolidation of the Company’s shares and other standard dilutive events.

~~On April 7, 2022, USMC converted all amounts due under the 5% unsecured convertible~~ promissory notes into shares of common stock of the Company as follows: (i) the principal amount of $20,000, and accrued 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 shares, (ii) the principal amount of $86,000, and accrued 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 shares, (iii) the principal amount of $72,000, and accrued 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 shares, (iv) the principal amount of $822,000, and accrued 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 shares, (v) the principal amount of $579,769.39, and accrued 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 shares, and (vi) the principal amount of $884,492.28, and accrued 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 shares.

A. Scott Dockter, the ~~principal executive officer~~Company’s Chief Executive Officer and a director, ~~and shareholder of the Company,~~ and John Bremer, a director, ~~and shareholder of the Company,~~ are also ~~officers, directors~~owners and ~~shareholders~~manager members of ~~USMC.~~US Mine.

Results of Operations

Comparison of the Three Months Ended ~~February 28, 2022~~May 31, 2021 and the Three Months Ended ~~February 28, 2021~~May 31, 2020

A comparison of the Company’s operating results for the three months ended ~~February 28, 2022~~May 31, 2021 and ~~February 28, 2021~~May 31, 2020 are summarized as follows:

	February 28,			February 28,						May 31,			May 31,
	2022			2021			Variance			2021			2020			Variance
Revenues	$	-		$	-		$	-		$	30,000		$	1,619		$	28,381
Operating expenses:
Selling, general & administrative		11,200,401			220,926			10,979,475			412,861			193,456			219,405
Product fulfillment, exploration and mining		3,252			2,114			1,138			15,594			3,435			12,159
Loss from operations		(11,203,653	)		(223,040	)		(10,980,613	)		(398,455	)		(195,272	)		(194,183	)
Other income (expense)		(18,891	)		(14,960	)		(3,931	)		(7,888	)		3,226			(11,114	)
Net Loss	$	(11,222,544	)	$	(238,000	)	$	(10,984,544	)	$	(406,343	)	$	(192,046	)	$	(214,297	)

Revenues

~~The Company did not generate any revenue during the three months ended February 28, 2022 February 28, 2021.~~

~~Operating Expenses~~

~~Total operating expenses~~Revenue increased by ~~$10,980,613,~~$28,381, or ~~4,923%~~1,752%, for the three months ended ~~February 28, 2022~~May 31, 2021 as compared to the three months ended ~~February 28, 2021 as a result of an increase~~May 31, 2020, primarily due to the Company’s clients not buying product during the three months ended May 31, 2020 due to buying more than they anticipated needing in ~~stock compensation cost resulting primarily from the Company issuing stock options to US Mine, LLC.~~prior periods.

Operating Costs and Expenses

Selling, general and administrative expenses increased by ~~$10,979,475,~~$219,405, or ~~4,970%~~113%, for the three months ended ~~February 28, 2022,~~May 31, 2021, as compared to the three months ended ~~February 28, 2021,~~May 31, 2020, due to an increase of approximately ~~$10,939,000~~(i) $38,000 in stock based compensation, ~~cost~~(ii) $26,000 in advertising and marketing costs, (iii) $140,000 in payroll expenses resulting primarily from the Company ~~issuing stock option to US Mine, LLC.~~hiring a chief financial officer and additional workforce.

Product fulfillment and exploration and mining expenses for the three months ended ~~February 28, 2022,~~May 31, 2021 increased ~~$1,138,~~by $12,159, or ~~58%~~353%, as compared to the three months ended ~~February 28, 2021~~May 31, 2020, primarily due to anthe increase in ~~exploration costs.~~revenue during the three months ended May 31, 2021.

Other Income (Expense)

Other income (expense) ~~increased~~decreased by ~~$3,931,~~$11,114, or ~~26%~~345%, for the three months ended ~~February 28, 2022,~~May 31, 2021, as compared to the three months ended ~~February 28, 2021,~~May 31, 2020, primarily due to an increase in interest expense as a result of the Company ~~entering into $579,769~~issuing $50,597,769 of convertible debt ~~with~~to USMC ~~subsequent to~~during the three months ended ~~February 29,~~May 31, 2021.

Comparison of the Six Months Ended May 31, 2021 and the Six Months Ended May 31, 2020

A comparison of the Company’s operating results for the six months ended May 31, 2021 and May 31, 2020 are summarized as follows:

May 31, May 31,
2021 2020 Variance
Revenues $ 30,000 $ 6,129 $ 23,871
Operating expenses:
Selling, general & administrative 633,787 355,434 278,353
Product fulfillment, exploration and mining 17,708 5,194 12,514
Loss from operations (621,495 ) (354,499 ) (266,996 )
Other income (expense) (22,848 ) 6,041 (28,889 )
Net Loss $ (644,343 ) $ (348,458 ) $ (295,885 )
Revenues
Revenue increased by $23,871, or 389%, for the six months ended May 31, 2021 as compared to the six months ended May 31, 2020, primarily due to the Company’s clients not buying product during the six months ended May 31, 2020 due to buying more than they anticipated needing in prior periods.
Operating Costs and Expenses
Selling, general and administrative expenses increased by $278,353, or 78%, for the six months ended May 31, 2021, as compared to the six months ended May 31, 2020, due to an increase of approximately (i) $18,000 in stock based compensation, (ii) $40,000 in advertising and marketing costs, (iii) $190,000 in payroll expenses resulting primarily from the Company hiring a chief financial officer and additional workforce.
23
Product fulfillment and exploration and mining expenses for the six months ended May 31, 2021 increased by $12,514, or 241%, as compared to the six months ended May 31, 2020, primarily due to the increase in revenue during the six months ended May 31, 2021.
Other Income (Expense)
Other income (expense) decreased by $28,889, or 478%, for the six months ended May 31, 2021, as compared to the six months ended May 31, 2020, primarily due to an increase in interest expense as a result of the Company issuing $51,401,769 of convertible debt to USMC during the six months ended May 31, 2021.

Liquidity and Capital Resources

As of ~~February 28, 2022,~~May 31, 2021, we had ~~$10,765~~$12,890 in cash on hand and a working capital deficiency of ~~$2,509,796,~~$1,101,498, as compared to cash on hand of ~~$132,209~~$7,450 and a working capital deficiency of ~~$2,241,254~~$1,792,674 as of November 30, ~~2021.~~2020. The decrease in working capital deficiency is mainly due to an approximate ~~$121,500~~$1,401,000 decrease in ~~cash on hand that was spent on operating activities.~~due to affiliated entities as a result of the conversion of $1,401,000 in payables to a convertible note payable.
Future Financing

We will require additional funds to implement our growth strategy. We do not believe that our current cash and cash equivalents will be sufficient to meet our working capital requirements for the next twelve months. We have had negative cash flow from operating activities as we have not yet begun to generate sufficient and consistent revenues to cover our operating expenses. Until we are able to establish a sufficient revenue stream from operations our ability to meet our current financial liabilities and commitments will be primarily dependent upon proceeds from outside capital sources including USMC, an affiliated entity. There is no assurance that we will be able to obtain necessary capital or that our estimates of our capital requirements will prove to be accurate. Even if we are able to secure outside financing, it may not be available in the amounts or times when we require or on favorable terms. We currently do not have any agreements or understandings for additional financing. If we are unable to raise sufficient capital we will be required to delay or forego some portion of our business plan or cease operations.

Furthermore, such outside financing would likely take the form of bank loans, private offerings of debt or equity securities, advances from affiliates or some combination of these. The issuance of additional equity securities would dilute the stock ownership of current ~~shareholders~~investors while incurring debt by the Company would increase the Company’s cash flow requirements and may subject the Company to restrictions on its operations and corporate actions.

Going Concern

The unaudited condensed consolidated financial statements presented in this Quarterly Report have been prepared under the assumption that the Company will continue as a going concern. The Company has accumulated losses from inception through ~~February 28, 2022,~~May 31, 2021, of approximately ~~$32,283,769,~~$13.4 million, as well as negative cash flows from operating activities. During the ~~three~~six months ended ~~February 28, 2022,~~May 31, 2021, the Company received net cash proceeds of approximately ~~$118,000~~$569,000 from USMC, an affiliated entity. Presently the Company does not have sufficient cash resources to meet its debt obligations in the twelve months following the date of this Quarterly Report. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is in the process of evaluating various financing alternatives in order to finance the capital requirements of the Company. There can be no assurance that the Company will be successful with its fund-raising initiatives.

The unaudited condensed consolidated financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.

2324

Working Capital Deficiency

Our working capital deficiency as of ~~February 28, 2022,~~May 31, 2021, in comparison to our working capital deficiency as of November 30, ~~2021,~~2020, can be summarized as follows:

February 28, November 30, May 31, November 30,
2022 2021 2021 2020
Current assets $ 25,829 $ 138,903 $ 46,404 $ 15,340
Current liabilities 2,535,625 2,380,157 1,147,902 1,808,014
Working capital deficiency $ (2,509,796 ) $ (2,241,254 ) $ 1,101,498 $ 1,792,674

The ~~decrease~~increase in current assets is primarily due to ~~a decrease in cash of 121,544, partially offset by~~ an increase in ~~prepaid expenses and other assets~~accounts receivable of ~~$8,470. Current~~$30,000. The decrease in current liabilities ~~increased $155,468, or 7% during the three months ended February 28, 2022, as compared to the three months ended February 28, 2021~~is primarily due to ~~an increase~~a decrease in ~~account payable and accrued expenses, and amounts~~ due to affiliated entities of ~~$34,172 and $120,284, respectively,~~approximately $821,000 during the ~~three~~six months ended ~~February 28, 2022.~~May 31, 2021.

Cash Flows

Three Months Ended Six Months Ended
February 28, 2022 February 28, 2021 May 31, 2021 May 31, 2020
Net cash used in operating activities $ (239,544 ) $ (238,787 ) $ (525,921 ) $ (396,211 )
Net cash provided by financing activities 118,000 236,477 531,361 387,811
Decrease in cash $ (121,544 ) $ (2,310 )
Increase (decrease) in cash $ 5,440 $ (8,400 )

Operating Activities

Net cash used in operating activities was ~~$239,544~~$525,921 for the ~~three~~six months ended February 28, 2022, primarily due to a net loss of $11,222,544, which primarily consisted of a non-cash expense of $10,949,738 related to stock based compensation cost, wages of $128,217 and professional fees of $88,320, which was partially offset by an increase of $36,455 in accounts payable.
~~Net cash used in operating activities was $238,787 for the three months ended February 28,~~May 31, 2021, primarily due to a net loss of ~~$238,000 and an increase of $24,224 in accounts payable and accrued expenses~~$644,343 which was partially offset by non-cash expenses of ~~$21,749~~$101,687 related to ~~stock-based~~stock based compensation and amortization of debt ~~discount.~~discount and $16,735 of cash provided by changes in the levels of operating assets and liabilities, primarily as a result of increases in accounts payable and accrued expenses, partially offset by an increase in accounts receivable. Net cash used in operating activities was $396,211 for the six months ended May 31, 2020, primarily due to a net loss of $348,458 which was partially offset by non-cash expenses of $1,539 related to stock based compensation, amortization of debt discount, and lawsuit settlement liability and $46,214 of cash provided by changes in the levels of operating assets and liabilities, primarily as a result in increases in prepaid expenses and other current assets, partially offset by a decrease in accounts receivable and accounts payable and accrued expenses.

Investing Activities

There were no investing activities during the ~~three~~six months ended ~~February 28, 2022~~May 31, 2021 and ~~February 28, 2021.~~May 31, 2020.

Financing Activities

For the ~~three~~six months ended ~~February 28, 2022, net cash provided by financing activities was $118,000, which was advanced to the Company by USMC and recorded as part of due to affiliated entities on the balance sheet.~~
~~For the three months ended February 28,~~May 31, 2021, net cash provided by financing activities was ~~$236,477,~~$531,361, primarily due to ~~$24,077~~$569,461 advanced to the Company by USMC.
For the six months ended May 31, 2020, net cash provided by financing activities was $387,811, which was primarily due to $178,000 received from convertible notes payable with USMC and ~~recorded as part of due~~$161,000 advanced to ~~affiliated entities on~~ the ~~balance sheet.~~Company by USMC.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Critical Accounting Policies and Procedures

Our significant accounting policies are more fully described in ~~Note 1~~the notes to our condensed consolidated financial statements included in this ~~Quarterly~~ Report, and in our Annual Report on Form 10-K for the fiscal year ended November 30, ~~2021,~~2020, as filed with the SEC on March ~~15, 2022.~~16, 2021.
25

Recently Adopted Accounting Pronouncements

Our recently adopted accounting pronouncements are more fully described in Note 2 to our condensed consolidated financial statements included in this Report.
24

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. In designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives.

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this ~~Quarterly~~ Report. Based upon that evaluation and subject to the foregoing, our principal executive officer and principal financial officer concluded that, our disclosure controls and procedures were not effective as of ~~February 28, 2022~~May 31, 2021 due to the material weaknesses in internal control over financial reporting described below.

Material Weaknesses in Internal Control over Financial Reporting

A material weakness, as defined in the standards established by the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

The ineffectiveness of the Company’s internal control over financial reporting was due to the following material weaknesses:

● Inadequate segregation of duties consistent with control objectives;
● Lack of formal policies and procedures;
● Lack of a functioning audit committee and independent directors on the Company’s board of directors to oversee financial reporting responsibilities;
● Lack of risk assessment procedures on internal controls to detect financial reporting risks on a timely manner; ~~and~~
● Lack of personnel with GAAP experience.
~~Management’s Plan~~We have engaged a third-party financial operations consulting firm to ~~Remediate~~assist with the ~~Material Weakness~~preparation of SEC reporting.

~~Management has been implementing~~Our management feels the weaknesses identified above have not had any material effect on our financial results. However, we are currently reviewing our disclosure controls and ~~continues~~procedures related to these material weaknesses and hope to implement ~~measures designed~~changes in the future if and when resources permit, including identifying specific areas within our governance, accounting and financial reporting processes to ~~ensure that control deficiencies contributing~~add adequate resources to ~~the~~potentially mitigate these material ~~weakness are remediated, such that these controls are designed, implemented, and operating effectively. The remediation actions include:~~weaknesses.

● ~~Continue to search for and evaluate qualified independent outside directors;~~
● ~~Continue to search for a qualified chief financial officer;~~
● ~~Identify gaps in our skills base and the expertise of our staff required to meet the financial reporting requirements of a public company; and~~
● ~~Continue to develop policies and procedures on internal control over financial reporting and monitor the effectiveness of operations on existing controls and procedures.~~
2526

~~Management~~Our management will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

Changes in Internal Control Over Financial Reporting

~~There~~On March 25, 2021, Michael Fay resigned as the Company’s Chief Financial Officer.
Other than what is stated above there have been no changes in our internal control over financial reporting that occurred during the quarter ended ~~February 28, 2022~~May 31, 2021 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Except as ~~described~~set forth below, there are no ~~material~~ pending legal proceedings into which wethe Company or ~~any of our~~its subsidiaries isarea a party or in which any director, officer or affiliate of ~~ours,~~the Company, any owner of record orof beneficially ofor more than 5% of any class of ~~our~~ voting securities of the Company, or security holder is a party adverse to usthe Company or has a material interest adverse to ~~us.~~the Company. The Company’s property is not the subject of any pending legal proceedings.

On July 8, 2020, former Chief Financial Officer, Al Calvanico (“Calvanico”), filed a demand for arbitration alleging retaliation, wrongful termination, and demand for a minimum amount of $600,000 in alleged stock value, plus interest, recovery of past and future wages, attorneys’ fees, and punitive damages (collectively, the “Calvanico Claims”). The Company denied all Calvanico Claims. The Company believes Calvanico is owed nothing because it takes the position that Calvanico was not terminated, but rather, his employment contract expired on September 21, 2019 in ~~accordance with its terms,~~the normal course, and was not renewed by Company and because Calvanico never exercised his stock options. On February 14, 2020, the Company requested in writing that Calvanico exercise his stock options within 30 days. Calvanico failed to do so. To date, Calvanico has not exercised his stock options. This dispute is currently in the midst of the arbitration discovery phase. An arbitration hearing isdate has been scheduled for ~~July 1 and 5-8, 2022 before arbitrator, Scott Silverman in Los Angeles. The Company is in the process of scheduling a mediation to explore a possible settlement.~~January 24, 2022.

On January 11, 2019, the Company filed a complaint in the Nevada District Court for Washoe County (Case # CV19-00097) against Agregen International Corp (“Agregen”) and Robert Hurtado alleging the misuse of proprietary and confidential information acquired by Mr. Hurtado while employed by the Company as VP of Agricultural Research and Development. Mr. Hurtado was terminated in March 2018 and since that time the Company alleges that he conspired with Agregen to improperly use proprietary and confidential information to compete with the Company which constitute breaches of the non-compete and confidentiality provisions of his employment agreement with the Company. The Company is seeking $100,000,000 in monetary damages. On March 14, 2019 Agregen and Mr. Hurtado filed an answer to the Company’s Complaint that the allegations were false. An Early Case Conference was held on April 26, 2019 and a pre-trial conference was held on July 10, 2019. On March 13, 2020, the Company filed a First Amended Complaint, adding Todd Gauer and John Gingerich as additional defendants. A default has been taken against Mr. Gingerich. Litigation is actively proceeding against Mr. Hurtado, Mr. Gauer, and Agregen. AThe June 2021 trial date was postponed due to Covid-related delays, but ~~was rescheduled to begin during June 2022.~~is in the process of being rescheduled.

On March 29, 2019, the Company was served with a complaint filed by Superior Soils Supplements LLC (“Superior Soils”) in the Superior Court of the State of California in and for the County of Kings (Case #19C-0124) relating to 64 truckloads of soil amendments delivered to a customer by the Company on behalf of Superior Soils. Superior Soils alleged that the soil amendments were not labeled correctly requiring the entire shipment of product to be returned to the Company. The complaint alleges breach of contract, misrepresentations, fraudulent concealment and unfair competition. The complaint seeks damages of approximately $300,000. The Company filed its answer on May 6, 2019, denying responsibility for the mis-labelling and denying any liability for damages therefrom. ~~After~~The parties are currently in settlement ~~negotiations were terminated,~~negotiations. The Company believes its potential exposure to be approximately $400,000 and, as such, has accrued this amount on the ~~matter was set for trial in April 2023.~~unaudited condensed consolidated balance sheet at May 31, 2021.

2627

On April 16, 2021, LexisNexis, a division of RELX, Inc., filed a Complaint against the Company and its former attorney, Michael Kessler, Esq., in the Superior Court of the State of California, Amador County (Case No. 21-CV-12123). This is a limited jurisdiction lawsuit seeking payment of $18,211.30. The basis of the Complaint is that Mr. Kessler incurred this debt to LexisNexis, a legal research company. Mr. Kessler is alleged to have failed to pay the annual bill. After the matter was sent to collections, it is the Company’s understanding that Mr. Kessler claimed that he was employed by Purebase Corporation as its general counsel at the time and that the Company is therefore responsible for payment. The Company strongly disputes this characterization and maintains that it has no obligation to LexisNexis under the facts or the law. The Company and LexisNexis are engaged in settlement negotiations. The Company believes its potential exposure to be $0 and that this lawsuit will be dismissed.

ITEM 1A. RISK FACTORS

As a smaller reporting company, we are not required to provide the information required by this Item.
Investors should carefully consider the risk factors included in the “Risk Factors” section of our Annual Report on Form 10-K for our fiscal year ended November 30, 2020, as filed with SEC on March 16, 2021. The Company’s business, operating results and financial condition could be adversely affected due to any of those risks.
In addition:
We face risks related to health epidemics and other outbreaks, which could significantly disrupt our operations.
Our business and operating results could be adversely impacted by the effects of epidemics, including but not limited to the current COVID-19 pandemic. We are closely monitoring the impact of the COVID-19 global outbreak, although there remains significant uncertainty related to the public health situation globally.
Our results of operations could be adversely affected to the extent that such coronavirus or any other epidemic generally harms the global economy. In addition, our customers and/or personnel may be adversely impacted as a result of a health epidemic or other outbreak. Our operation may experience disruptions, such as temporary closure of our offices, facilities and/or those of our customers, suspension of services and the shut-down of our sales efforts. These disruptions may require us to curtail our sales efforts or even force us to reduce our workforce in effort to conserve capital. Additionally, the continued spread of COVID-19 and uncertain market conditions may limit the Company’s ability to access capital and adversely affect our business, financial condition and results of operations.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES

~~There~~Except as set forth below, there were no sales of equity securities during the period covered by this Report that were not registered under the Securities Act and were not previously reported in a Current Report on Form 8-K filed by the Company.
On May 14, 2021, the Company issued 80,000 shares of common stock to a director pursuant to a directors agreement for services rendered.
On May 27, 2021, the Company issued an aggregate of 350,000 shares of common stock to an investment banking firm pursuant to an investment banking agreement for services rendered to the Company.
On April 8, 2021, the Company granted a director an option to purchase 250,000 shares of the Company’s common stock at an exercise price of $0.10 per share. These options vest one year from the grant date.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

~~There are no defaults upon senior securities that were not previously reported in a Current Report on Form 8-K.~~None.

ITEM 4. MINE SAFETY DISCLOSURES

None.
28

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit
Number
Description
31* Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer and Chief Financial Officer
32* Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer and the Chief Financial Officer
101.INS ~~Inline~~ XBRL Instance Document
101.SCH ~~Inline~~ XBRL Taxonomy Extension Schema Document
101.CAL ~~Inline~~ XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF ~~Inline~~ XBRL Taxonomy Extension Definition Linkbase Document
101.LAB ~~Inline~~ XBRL Taxonomy Extension Label Linkbase Document
101.PRE ~~Inline~~ XBRL Taxonomy Extension Presentation Linkbase Document
~~104~~
~~Cover Page Interactive Data File (embedded within the Inline XBRL document)~~
2729

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

PUREBASE CORPORATION

By: /s/ A. Scott Dockter
A. Scott Dockter
Chief Executive Officer and Chief Financial Officer
(Principal Executive Officer and Principal Financial
and Accounting Officer)
Date: ~~April 14,~~June 21, 2022

2830

Title of each class		Trading symbol(s)		Name of exchange on which registered
None		N/A		N/A


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging Growth Company	☐☒

		Page
PART I. ~~FINANCIAL INFORMATION~~
FINANCIAL INFORMATION
~~ITEM 1.~~	~~Financial Statements (unaudited)~~	3

	~~Condensed Consolidated Balance Sheets as of February 28, 2022 and November 30, 2021~~	3

	~~Condensed Consolidated Statements of Operations for the Three Months Ended February 28, 2022 and February 28, 2021~~	4

	~~Condensed Consolidated Statement of Changes in Stockholders’ Deficit for the Three Months Ended February 28, 2022 and February 28, 2021~~	5

	~~Condensed Consolidated Statements of Cash Flows for the Three Months Ended February 28, 2022 and February 28, 2021~~	6

	~~Notes to Condensed Consolidated Financial Statements~~	7

~~ITEM 2.~~	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~	21

~~ITEM 3.~~	~~Quantitative and Qualitative Disclosures about Market Risk~~	25

~~ITEM 4.~~	~~Controls and Procedures~~	25

~~PART II. OTHER INFORMATION~~

ITEM 1.	Financial Statements (unaudited)

	Condensed Consolidated Balance Sheets as of May 31, 2021 and November 30, 2020	3

	Condensed Consolidated Statements of Operations for the Three and Six Months Ended May 31, 2021 and 2020 (Unaudited)	4

	Condensed Consolidated Statement of Changes in Stockholders’ Deficit for the Three and Six Months Ended May 31, 2021 and 2020 (Unaudited)	5

	Condensed Consolidated Statements of Cash Flows for the Six Months Ended May 31, 2021 and 2020	6

	Notes to Condensed Consolidated Financial Statements	7

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	26

ITEM 4.	Controls and Procedures	26

PART II.	OTHER INFORMATION

ITEM 1.	Legal Proceedings	2627

ITEM 1A.	Risk Factors	2728

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2728

ITEM 3.	Defaults Upon Senior Securities	2728

ITEM 4.	Mine Safety Disclosures	2728

ITEM 5.	Other Information	2729

ITEM 6.	Exhibits	2729

SIGNATURES		2830


	February 28,			November 30,			May 31,			November 30,
	2022			2021			2021			2020

ASSETS

Current Assets:
Cash and cash equivalents	$	10,765		$	132,309		$	12,890		$	7,450
Accounts receivable, net of allowances for uncollectables of $- and $18,277, respectively		2,000			2,000
Accounts receivable, net of allowances for uncollectables of $18,277								32,500			2,500
Prepaid expenses and other assets		13,064			4,594			1,014			5,390
Total Current Assets		25,829			138,903			46,404			15,340

Property and equipment, net		620,000			620,000			620,000			620,000
Right of use asset		11,374			15,639			24,169			-

Total Assets	$	657,203		$	774,542		$	690,573		$	635,340

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities:
Accounts payable and accrued expenses	$	190,788		$	156,616		$	184,249		$	164,040
Settlement liability		400,000			400,000			400,000			400,000
Lease liability		11,778			16,095			17,161			-
Note payable to officer		58,716			58,716			89,716			127,816
Due to affiliated entities		849,343			729,059			281,000			1,091,158
Convertible notes payable - related party, net of discount of $- and $5,329, respectively		1,000,000			994,671
Convertible notes payable - affiliated entity, net of discount of $27,224								150,776			-
Notes payable, related party		25,000			25,000			25,000			25,000
Total Current Liabilities		2,535,625			2,380,157			1,147,902			1,808,014

Convertible notes payable - related party, net of current portion, and net of discount of $-		579,769			579,769
Lease liability, net of current portion								7,408			-
Convertible notes payable - affiliated entity, net of current portion, and net of discount of $- and $49,000, respectively								1,401,769			129,000

Total Liabilities		3,115,394			2,959,926			2,557,079			1,937,014

Commitments and Contingencies (Note 8)		-			-			-			-

Stockholders’ Deficit:
Preferred stock, $.001 par value; 10,000,000 shares authorized; 0 and 0 shares issued and outstanding, respectively		-			-			-			-
Common stock, $.001 par value; 520,000,000 shares authorized; 215,380,751 and 215,380,751 shares issued and outstanding, at February 28, 2022 and November 30, 2021, respectively		144,977			144,977
Common stock, $.001 par value; 520,000,000 shares authorized; 215,380,741 shares issued and outstanding, at May 31, 2021 and November 30, 2020, respectively								144,977			144,547
Additional paid in capital		29,680,601			18,730,863			11,386,887			11,307,806
Accumulated deficit		(32,283,769	)		(21,061,224	)		(13,398,370	)		(12,754,027	)

Total Stockholders’ Deficit		(2,458,191	)		(2,185,384	)		(1,866,506	)		(1,301,674	)

Total Liabilities and Stockholders’ Deficit	$	657,203		$	774,542		$	690,573		$	635,340

																	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
	Preferred Stock				Common Stock				Additional Paid-in		Accumulated			Stockholders’			Preferred Stock				Common Stock				Additional Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit			Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance at November 30, 2020		-	$	-		214,950,741	$	144,547	$	11,307,806	$	(12,754,027	)	$	(1,301,674	)		-	$	-		214,950,741	$	144,547	$	11,307,806	$	(12,754,027	)	$	(1,301,674	)

Stock based compensation		-		-		-		-		10,688		-			10,688
Stock based compensation - options																		-		-		-		-		10,688		-			10,688
Forgiveness of related party liabilities
Beneficial conversion feature on convertible debt

Net Loss																		-		-		-		-		-		(238,000	)		(238,000	)

Balance at February 28, 2021																		-		-		214,950,741		144,547		11,318,494		(12,992,027	)		(1,528,986	)

Stock based compensation - shares																		-		-		430,000		430		24,245		-			24,675

Stock based compensation - options																		-		-		-		-		44,148		-			44,148

Net Loss																		-		-		-		-		-		(375,753	)		(375,753	)

Balance at May 31, 2021																		-	$	-		215,380,741	$	144,977	$	11,386,887	$	(13,367,780	)	$	(1,866,506	)

Balance at November 30, 2019																		-		-		208,650,741		138,247		10,364,990		(11,248,870	)		(745,633	)

Forgiveness of related party liabilities																		-		-		-		-		150,257		-			150,257

Beneficial conversion feature on convertible debt																		-		-		-		-		88,250		-			88,250

Net Loss																		-		-		-		-		-		(156,412	)		(156,412	)

Balance as of February 29, 2020																		-		-		208,650,741		138,247		10,603,497		(11,405,282	)		(663,538	)

Stock based compensation - options																		-		-		-		-		30,335		-			30,335

Net loss		-		-		-		-		-		(238,000	)		(238,000	)		-		-		-		-		-		(192,046	)		(192,046	)

Balance at February 28, 2021		-	$	-		214,950,741	$	144,547	$	11,318,494	$	(12,992,027	)	$	(1,528,986	)

Balance at November 30, 2021		-		-		215,380,751		144,977		18,730,863		(21,061,224	)		(2,185,384	)

Stock based compensation - shares		-		-		-		-		10,949,738		-			10,949,738

Net loss		-		-		-		-		-		(11,222,544	)		(11,222,544	)

Balance as of February 28, 2022		-	$	-		215,380,751	$	144,977	$	29,680,601	$	(32,283,769	)	$	(2,458,191	)
Balance as of May 31, 2020																		-	$	-		208,650,741	$	138,247	$	10,633,832	$	(11,597,328	)	$	(825,249	)

							May 31, 2021			May 31, 2020			May 31, 2021			May 31, 2020
	For the Three Months Ended						For the Three Months Ended						For the Six Months Ended
	February 28, 2022			February 28, 2021			May 31, 2021			May 31, 2020			May 31, 2021			May 31, 2020

Revenue, net	$	-		$	-		$	30,000		$	1,619		$	30,000		$	6,129

Operating Expenses:
Selling, general and administrative		11,200,401			220,926			412,861			193,456			633,787			355,434
Product fulfillment		3,252			2,114			15,594			3,435			17,708			5,194
Total Operating Expenses		11,203,653			223,040			428,455			196,891			651,495			360,628

Loss From Operations		(11,203,653	)		(223,040	)		(398,455	)		(195,272	)		(621,495	)		(354,499	)

Other Income (Expense):
Other income		2,007			-			23,200			-			23,200			-
Interest expense		(20,898	)		(14,960	)
Interest expense, net								(31,088	)		3,226			(46,048	)		6,041

Total Other Income (Expense)		(18,891	)		(14,960	)		(7,888	)		3,226			(22,848	)		6,041

Net Loss	$	(11,222,544	)	$	(238,000	)	$	(406,343	)	$	(192,046	)	$	(644,343	)	$	(348,458	)

Loss per Common Share - Basic and Diluted	$	(0.05	)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted Average Shares Outstanding - Basic and Diluted		215,380,751			214,950,741			214,981,071			208,650,741			214,965,990			208,650,741

	As part of ASC Topic 606, the Company has adopted several practical expedients including:

●	Significant Financing Component – the Company does not adjust the promised amount of consideration for the effects of a significant financing component since the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to the customer and when the customer pays for that good or service will be one year or less.
●	Unsatisfied Performance Obligations – all performance obligations related to contracts with a duration for less than one year, the Company has elected to apply the optional exemption provided in ASC Topic 60 and therefore, is not required to disclose the aggregate amount of transaction price allocated to performance obligations that are unsatisfied or partially satisfied at the end of the reporting period.
●	Shipping and Handling Activities – the Company elected to account for shipping and handling activities as a fulfillment cost rather than as a separate performance obligation.
●	Right to Invoice – the Company has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date the Company may recognize revenue in the amount to which the entity has a right to invoice.

Level 2:	Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.

Level 3:	Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

	Six Months Ended
	May 31, 2021		May 31, 2020

Convertible Notes		129,117,358		1,112,500
Stock Options		1,595,000		550,000
Total		130,712,358		1,662,500

	Three Months Ended				Three Months Ended
	February 28, 2022		February 28, 2021		May 31, 2021		May 31, 2020

Convertible Notes		6,250,000		6,250,000		129,117,358		1,112,500
Stock Options		1,595,000		1,345,000		1,595,000		550,000
Total		7,815,000		7,595,000		130,712,358		1,662,500

	As of February 28, 2022		As of November 30, 2021

Accounts payable	$	24,547	$	2,647
Accrued interest – related party		147,522		126,806
Accrued compensation		18,719		27,163
Accounts payable and accrued expenses	$	190,788	$	156,616

	May 31, 2021		November 30, 2020

Accounts payable	$	77,988	$	84,600
Accrued interest – related party		81,800		39,948
Accrued compensation		21,138		39,492
Accrued expenses		3,323		-
Accounts payable and accrued expenses	$	184,249	$	164,040

	Three Months Ended February 28, 2022		Three Months Ended February 28, 2021		Six Months Ended May 31, 2021
Lease cost
Operating lease cost (cost resulting from lease payments)	$	4,500	$	4,500	$	9,000
Short term lease cost		-		-		-
Sublease income		-		-		-
Net lease cost	$	4,500	$	4,500	$	9,000

Operating lease – operating cash flows (fixed payments)	$	4,500	$	4,500	$	9,000
Operating lease – operating cash flows (liability reduction)	$	4,317	$	4,107	$	8,265
Non-current leases – right of use assets	$	11,374	$	28,434	$	24,169
Current liabilities – operating lease liabilities	$	11,778	$	15,504	$	17,161
Non-current liabilities – operating lease liabilities	$	-	$	13,223	$	7,407

Fiscal Year	Operating Leases			Operating Leases
Remainder of 2022	$	12,000
Remainder of 2021				$	9,000
2022					16,500
Total future minimum lease payments		12,000			25,500
Amount representing interest		(222	)		(932	)
Present value of net future minimum lease payments	$	11,778		$	24,568

			Weighted				Weighted
			Average				Average
	Shares		Exercise Price		Shares		Exercise Price
Outstanding at November 30, 2021		117,795,000	$	0.39
Outstanding at November 30, 2020						1,345,000	$	1.18
Granted		-		-		250,000		0.10
Exercised		-		-		-		-
Expired or cancelled		-		-		-		-
Outstanding at February 28, 2022		117,795,000		0.39
Outstanding at May 31, 2021						1,595,000		1.01

Equipment	3-5 years
Autos and trucks	5 years

				Weighted-		Weighted-							Weighted-		Weighted-
				Average		Average							Average		Average
Range of	Range of	Outstanding		Remaining Life		Exercise		Number		Range of	Outstanding		Remaining Life		Exercise		Number
exercise prices	exercise prices	Options		In Years		Price		Exercisable		exercise prices	Options		In Years		Price		Exercisable

$	0.099		400,000		2.39	$	0.099		400,000	0.099		400,000		3.14	$	0.099		200,000
	0.10		645,000		3.54		0.10		645,000	0.10		645,000		4.29		0.10		350,000
	0.12		50,000		6.57		0.12		50,000	0.12		50,000		7.32		0.12		50,000
	0.36		200,000		4.45		0.36		-	3.00		500,000		5.76		3.00		500,000
	0.38		116,000,000		6.59		0.38		-			1,595,000		4.24	$	1.01		1,100,000
	3.00		500,000		4.01		3.00		500,000
			117,795,000		6.55	$	0.39		1,595,000

●	Inadequate segregation of duties consistent with control objectives;
●	Lack of formal policies and procedures;
●	Lack of a functioning audit committee and independent directors on the Company’s board of directors to oversee financial reporting responsibilities;
●	Lack of risk assessment procedures on internal controls to detect financial reporting risks on a timely manner; ~~and~~
●	Lack of personnel with GAAP experience.

●	~~Continue to search for and evaluate qualified independent outside directors;~~
●	~~Continue to search for a qualified chief financial officer;~~
●	~~Identify gaps in our skills base and the expertise of our staff required to meet the financial reporting requirements of a public company; and~~
●	~~Continue to develop policies and procedures on internal control over financial reporting and monitor the effectiveness of operations on existing controls and procedures.~~

Exhibit Number		Description
31*		Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer and Chief Financial Officer
32*		Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer and the Chief Financial Officer
101.INS		~~Inline~~ XBRL Instance Document
101.SCH		~~Inline~~ XBRL Taxonomy Extension Schema Document
101.CAL		~~Inline~~ XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		~~Inline~~ XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		~~Inline~~ XBRL Taxonomy Extension Label Linkbase Document
101.PRE		~~Inline~~ XBRL Taxonomy Extension Presentation Linkbase Document
~~104~~

PUREBASE CORPORATION

By:	/s/ A. Scott Dockter
	A. Scott Dockter
	Chief Executive Officer and Chief Financial Officer
	(Principal Executive Officer and Principal Financial
	and Accounting Officer)
	Date: ~~April 14,~~June 21, 2022