UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period ~~Ended:~~ Ended ~~August 31,~~ ~~2022~~February 28, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the ~~Transition Period~~transition period from ~~_________~~__________________________ to ~~_________~~__________________________

Commission file ~~number:~~ number 000-55517

PUREBASE CORPORATION

(Exact name of registrant as specified in its charter)

Nevada

27-2060863

(State or other Jurisdiction

(I.R.S. Employer

of Incorporation or Organization)

Identification No.)

8631 State Highway, 124

Ione, California

~~(I.R.S. Employer~~

~~Identification No.)~~

~~8631 State Highway 124~~

~~Ione~~, ~~California~~

95640

(Address of Principal Executive Offices)

(Zip Code)

(209) 274-9143

(Registrant’s telephone number, including area code)

~~N/A~~

~~(Former address)~~

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on

on which registered

None

N/A

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.0001

(Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to ~~submit)~~submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a ~~smaller~~small reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” ~~and~~or an “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging ~~Growth Company~~growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section ~~13(a)~~7(a)(2)(B) of the ~~Exchange~~Securities Act: ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~October 13, 2022,~~April 12, 2023, there were ~~230,753,005~~230,453,005 shares of the registrant’s common stock outstanding.

PUREBASE CORPORATION AND SUBSIDIARIES

FOR THE QUARTERLY PERIOD ENDED ~~AUGUST 31, 2022~~FEBRUARY 28, 2023

		Page
PART I.	FINANCIAL INFORMATION

ITEM 1.	~~Financial Statements (unaudited)~~	2
FINANCIAL STATEMENTS (UNAUDITED)
	~~Condensed Consolidated Balance Sheets as of August 31, 2022 and November 30, 2021~~	3

	~~Condensed Consolidated Statements of Operations for the Three and Nine Months Ended August 31, 2022 and August 31, 2021~~	4

	~~Condensed Consolidated Statement of Changes in Stockholders’ Deficit for the Three and Nine Months Ended August 31, 2022 and August 31, 2021~~	5

	~~Condensed Consolidated Statements of Cash Flows for the Nine Months Ended August 31, 2022 and August 31, 2021~~	6

	CONDENSED CONSOLIDATED BALANCE SHEETS AS OF FEBRUARY 28, 2023 AND NOVEMBER 30, 2022	3~~Notes to Condensed Consolidated Financial Statements~~

	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED FEBRUARY 28, 2023 AND FEBRUARY 28, 2022	4

	CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER’S DEFICIT FOR THE THREE MONTHS ENDED FEBRUARY 28, 2023 AND FEBRUARY 28, 2022	5

	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED FEBRUARY 28, 2023 AND FEBRUARY 28, 2022	6

	NOTES TO CONDENSED CONSOLIDTED FINANCIAL STATEMENTS	7

ITEM 2.	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2524

ITEM 3.	~~Quantitative and Qualitative Disclosures about Market Risk~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	2928

ITEM 4.	~~Controls and Procedures~~CONTROLS AND PROCEDURES	2829

PART II.	OTHER INFORMATION	3130

ITEM 1.	~~Legal Proceedings~~LEGAL PROCEEDINGS	3130

ITEM 1A.	~~Risk Factors~~RISK FACTORS	3031

ITEM 2.	~~Unregistered Sales of Equity Securities and Use of Proceeds~~UNREGISTERED SALES OF EQUITY SECURITES AND USE OF PROCEEDS	3031

ITEM 3.	~~Defaults Upon Senior Securities~~DEFAULTS UPON SENIOR SECURITIES	31

ITEM 4.	~~Mine Safety Disclosures~~MINE SAFETY DISCLOSURES	31

ITEM 5.	~~Other Information~~OTHER INFORMAION	3132

ITEM 6.	~~Exhibits~~EXHIBITS	3132

SIGNATURES		3233

PUREBASE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS


		1			2		February 28,			November 30,
	August 31, 2022			November 30, 2021			2023			2022
	(Unaudited)						(Unaudited)
ASSETS

Current Assets:
Cash and cash equivalents	$	11,782		$	132,309		$	21,423		$	19,055
Accounts receivable, net of allowances for uncollectables of $- and $18,277, respectively		209,809			2,000
Accounts receivable, net of allowances for uncollectables of zero								53,880			-
Prepaid expenses and other assets		5,909			4,594			2,957			4,731
Total Current Assets		227,500			138,903			78,260			23,786

Property and equipment, net		620,000			620,000			620,000			620,000
Right of use asset		2,843			15,639			69,649			79,599

Total Assets	$	850,343		$	774,542		$	767,909		$	723,385

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities:
Accounts payable and accrued expenses	$	115,067		$	156,616		$	236,006		$	115,478
Settlement liability		400,000			400,000			400,000			400,000
Lease liability		2,981			16,095
Lease liability, current								39,372			38,882
Note payable to officer		38,716			58,716			18,716			28,716
Due to affiliated entities		-			729,059
Convertible notes payable - related party, net of discount of $- and $5,329, respectively		30,000			994,671
Convertible notes payable, related party								42,000			36,000
Notes payable, related party		25,000			25,000			-			25,000
Notes payable
Total Current Liabilities		611,764			2,380,157			736,094			644,076

Convertible notes payable - related party, net of current portion, and net of discount of $-		470,862			579,769
Lease liability, net of current portion								30,852			40,880
Convertible notes payable; related party, net of current portion								919,209			610,889

Total Liabilities		1,082,626			2,959,926			1,686,155			1,295,845

Commitments and Contingencies (Note 8)		-
Commitments and Contingencies (Note 9)								-			-

Stockholders’ Deficit:
Preferred stock, $.001 par value; 10,000,000 shares authorized; 0 shares issued and outstanding, at August 31, 2022 and November 30, 2021, respectively		-			-
Common stock, $.001 par value; 520,000,000 shares authorized; 230,753,005 and 215,380,751 shares issued and outstanding, at August 31, 2022 and November 30, 2021, respectively		160,350			144,977
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding, at February 28, 2023 and November 30, 2022								-			-
Common stock, $0.001 par value; 520,000,000 shares authorized; 230,453,005 and 230,753,005 shares issued and outstanding, at February 28, 2023 and November 30, 2022, respectively								160,050			160,350
Additional paid in capital		47,425,827			18,730,863			58,396,152			52,910,839
Accumulated deficit		(47,818,460	)		(21,061,224	)		(59,474,448	)		(53,643,649	)
Total Stockholders’ Deficit		(232,283	)		(2,185,384	)		(918,246	)		(572,460	)

Total Liabilities and Stockholders’ Deficit	$	850,343		$	774,542		$	767,909		$	723,385

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

PUREBASE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

													February 28, 2023			February 28, 2022
	For the Three Months Ended						For the Nine Months Ended						For the Three Months Ended
	August 31, 2022			August 31, 2021			August 31, 2022			August 31, 2021			February 28, 2023			February 28, 2022

Revenue, net	$	226,060		$	338,700		$	454,536		$	368,700		$	52,256		$	-

Operating Expenses:
Selling, general and administrative		8,232,007			293,293			27,055,218			927,080			5,886,870			11,200,401
Product fulfillment		34,329			85,343			125,611			103,051			22,463			3,252
Loss on impairment of mineral rights		-			-			-			-
Total Operating Expenses		8,266,336			378,636			27,180,829			1,030,131			5,909,333			11,203,653

Loss From Operations		(8,040,276	)		(39,936	)		(26,726,293	)		(661,431	)		(5,857,077	)		(11,203,653	)

Other Income (Expense):
Other income		-			-			2,007			23,200			35,401			2,007
Interest expense		(1,038	)		(42,129	)		(32,949	)		(88,177	)		(9,123	)		(20,898	)
Total Other Income (Expense)		(1,038	)		(42,129	)		(30,942	)		(64,977	)		26,278			(18,891	)

Net Loss	$	(8,041,314	)	$	(82,065	)	$	(26,757,235	)	$	(726,408	)	$	(5,830,799	)	$	(11,222,544	)

Loss per Common Share - Basic and Diluted	$	(0.03	)	$	(0.00	)	$	(0.12	)	$	(0.00	)	$	(0.03	)	$	(0.05	)

Weighted Average Shares Outstanding - Basic and Diluted		237,482,318			215,380,741			227,480,727			215,105,759			230,749,672			215,380,751

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

PUREBASE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED FEBRUARY 28, 2023 AND 2022

(Unaudited)

Shares Amount Shares Amount Capital Deficit Deficit
Additional
Preferred Stock Common Stock Paid-in Accumulated Stockholders’
Shares Amount Shares Amount Capital Deficit Deficit
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 $ (32,283,768 ) $ (2,458,190 )

Balance at November 30, 2022 - $ - 230,753,005 $ 160,350 $ 52,910,839 $ (53,643,649 ) $ (572,460 )

Stock based compensation - shares - - - - 5,485,013 - 5,485,013

Settlement share surrender - - (300,000 ) (300 ) 300 - -

Net loss - - - - - (5,830,799 ) (5,830,799 )

Balance as of February 28, 2023 - $ - 230,453,005 $ 160,050 $ 58,396,152 $ (59,474,448 ) $ (918,246 )
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
PUREBASE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
February 28, 2023 February 28, 2022
For the Three Months Ended
February 28, 2023 February 28, 2022
Cash Flows From Operating Activities:
Net loss $ (5,830,799 ) $ (11,222,544 )
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation 5,485,013 10,949,738
Amortization of debt discount - 5,329
Non-cash director compensation 6,000 -
Non-cash effect of right of use asset - (52 )
Gain on debt forgiveness (35,401 ) -
Changes in operating assets and liabilities:
Accounts receivable (53,880 ) -
Prepaid expenses and other assets 1,774 (8,470 )
Right of use asset 9,950 -
Accounts payable and accrued expenses 139,249 36,455
Lease liability (9,538 ) -

Net Cash Used In Operating Activities (287,632 ) (239,544 )

Cash Flows From Financing Activities:
Advances from related party 300,000 118,000
Payments on notes payable, related party (10,000 )

Net Cash Provided By Financing Activities 290,000 118,000

Net Increase (Decrease) In Cash and Cash Equivalents 2,368 (121,544 )

Cash and Cash Equivalents- Beginning of Period 19,055 132,309

Cash and Cash Equivalents - End of Period $ 21,423 $ 10,765

Supplemental Cash Flow Information:
Cash paid for:
Interest paid $ - $ -
Income taxes paid $ - $ -
Noncash operating and financing activities:
Vendors paid for on behalf of the Company by USMC $ 8,320 $ 2,284
Due to affiliates exchanged for convertible debt $ 300,000 $ -
Director compensation - accrued as convertible debt $ 6,000 $ -

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
46
PUREBASE CORPORATION AND SUBSIDIARIES
~~CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT~~
~~FOR THE THREE AND NINE MONTHS ENDED AUGUST 31, 2022 AND 2021~~
~~(Unaudited)~~

Additional
Preferred Stock Common Stock Paid-in Accumulated Stockholders’
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 )

Stock based compensation - shares - - - - 10,688 - 10,688

Stock based compensation - shares, shares
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 68,393 - 68,823

Net loss - - - - - (406,343 ) (406,343 )

Balance at May 31, 2021 - $ - 215,380,741 144,977 11,386,887 (13,398,370 ) (1,866,506 )

Stock based compensation - shares - - - - 23,993 - 23,993

Net loss - - - - - (82,065 ) (82,065 )

Balance at August 31, 2021 - $ - 215,380,741 144,977 11,410,880 (13,480,435 ) (1,924,578 )

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 )

Stock based compensation - shares - - - - 7,304,345 - 7,304,345

Convertible debt converted into common stock - - 23,741,655 23,742 2,549,429 - 2,573,171

Net loss - - - - - (7,493,377 ) (7,493,377 )

Balance at May 31, 2022 - $ - 239,122,406 $ 168,719 $ 39,534,375 $ (39,777,146 ) $ (74,052 )

Stock based compensation - shares - - 300,000 300 7,882,782 - 7,883,082

Settlement share surrender - - (8,669,400 ) (8,669 ) 8,669 - -

Net loss - - - - - (8,041,314 ) (8,041,314 )

Balance at August 31, 2021 - $ - 230,753,005 160,350 47,425,827 (47,818,460 ) (232,283 )
~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.~~
5
~~PUREBASE CORPORATION AND SUBSIDIARIES~~
~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~
~~(Unaudited)~~
1 2
For the Nine Months Ended
August 31, 2022 August 31, 2021
Cash Flows From Operating Activities:
Net loss $ (26,757,235 ) $ (726,408 )
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation 26,137,165 98,426
Amortization of debt discount 5,329 32,783
Non-cash board of director compensation 30,000 -
Non-cash effect of right of use asset - 454
Changes in operating assets and liabilities:
Accounts receivable (207,809 ) (368,700 )
Prepaid expenses and other current assets (1,315 ) (924 )
Accounts payable and accrued expenses 73,338 29,335

Net Cash Used In Operating Activities (720,527 ) (935,034 )

Cash Flows From Financing Activities:
Advances from related parties 620,000 979,461
Payments on notes due to officers (20,000 ) (39,100 )

Net Cash Provided By Financing Activities 600,000 940,361

Net Increase In Cash (119,527 ) 5,327

Cash - Beginning of Period 132,309 7,450

Cash - End of Period $ 12,782 $ 12,777

Supplemental Cash Flow Information:
Noncash operating and financing activities:
Vendors paid for on behalf of the Company by USMC $ 6,296 $ 22,150
Due to affiliates exchanged for convertible debt $ 1,355,355 $ 1,401,769
Convertible debt converted to common stock $ 2,464,262 $ -
Accrued interested converted to common stock $ 108,909 $ -
Board of director compensation - accrued as convertible debt $ 30,000 $ -
~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.~~
6
~~PUREBASE CORPORATION AND SUBSIDIARIES~~
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

~~Note~~NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS

Corporate Overview

Purebase Corporation (“Purebase” or the “Company”) was incorporated in the State of Nevada on March 2, ~~2010.~~2010. The Company is an industrial mineral and natural resource company that provides solutions to the agriculture and construction materials markets in the United States through its two subsidiaries, Purebase Agricultural, Inc., a Nevada corporation (“Purebase AG”), and U.S. Agricultural Minerals, LLC, a Nevada limited liability company (“Purebase SCM”), respectively.

The Company is headquartered in Ione, California.

Agricultural Sector

The Company develops specialized fertilizers, sun protectants, soil amendments and bio-stimulants for organic and non-organic sustainable agriculture. 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(WP) product, a kaolin-clay based sun protectant for ~~crops.~~crops and Humic Advantage a humic acid product derived from leonardite.

Construction Sector

The Company has been developing and testing a kaolin-based product that it believes will help create a lower CO2-emitting concrete through the use of high-quality supplementary cementitious materials (“SCMs”). 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.

The Company utilizes the services of US Mine Corporation (“USMC”), a Nevada corporation and a significant shareholder of the Company, for the development and contract mining of industrial mineral and metal projects, 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 used by the Company are obtained from properties owned or controlled by USMC. A. Scott Dockter, the Company’s Principal Executive Officer and a director, and John Bremer, a director, are also officers, directors and owners of USMC.

NOTE 2 – GOING CONCERN AND LIQUIDITY
The accompanying ~~unaudited~~ condensed consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. As of ~~August 31, 2022,~~February 28, 2023, the Company had a significant accumulated deficit of $~~47,818,460~~59,474,448 and working capital deficit of $~~384,264~~657,834. For the ~~nine~~three months ended ~~August 31, 2022,~~February 28, 2023, the Company had a loss from operations of $~~26,726,293~~5,857,077 and negative cash flows from operations of $~~720,527~~287,632. The Company’s operating activities consume the majority of its cash resources. The Company anticipates that it will continue to incur operating losses as it executes its development plans for ~~2022, as well as other potential strategic and business development initiatives.~~2023. In addition, the Company has had and expects to have negative cash flows from operations, at least into the near future. The Company has previously funded, and plans to continue funding, these losses primarily with additional infusions of cash from advances from ~~an affiliate,~~USMC and the sale of equity and convertible notes. The accompanying ~~unaudited~~ condensed consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

7

The Company’s plan, through the continued promotion of its ~~services~~products to existing and potential customers, is to generate sufficient revenues to cover its anticipated expenses. The Company is currently exploring several options to meet its short-term cash requirements, including issuances of equity securities or equity-linked securities ~~from~~to USMC and other third parties.

Although no assurances can be given as to the Company’s ability to deliver on its revenue plans or that unforeseen expenses may arise, management currently believes that the revenue to be generated from operations together with equity and debt financing, including funding from USMC in connection with the March 23, 2022 securities purchase agreement and March 7, 2023 securities purchase agreement, will provide the necessary funding for the Company to continue as a going concern for the next twelve months. ~~On April 7,~~The March 23, 2022 ~~the Company entered into a~~ securities purchase agreement ~~with USMC, a related party, pursuant to which~~provides for the issuance by the Company ~~may issue~~of up to an aggregate of $1,000,000 of two-year convertible promissory notes to USMC ~~a related party~~ (see Note ~~10)~~12). The notes bear interest at 5% per annum and any outstanding principal or interest under the notes are convertible into shares of the Company’s common stock, at any time at the option of the holder, at a conversion price of $0.39 per share. Currently, the Company has issued $~~470,862~~919,209 of convertible notes under ~~such~~the March 23, 2022 securities purchase agreement and may issue an additional $~~529,138~~80,791 of convertible notes. ~~However, there~~The March 7, 2023 securities purchase agreement provides for the issuance by the Company of up to an aggregate of $1,000,000 of two-year convertible promissory notes to USMC (see Note 12). The notes bear interest at 8% per annum and any outstanding principal or interest under the notes are convertible into shares of the Company’s common stock, at any time at the option of the holder, at a conversion price of $0.10 per share. As of the date hereof, USMC has purchased an aggregate principal amount of notes of $160,000 under the March 7, 2023 securities purchase agreement. There currently are no other arrangements or agreements for financing, and management cannot guarantee any other potential debt or equity financing will be available, or if available, on favorable terms. As such, these matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the ~~issue~~ date of this report. If adequate funds are not available on acceptable terms, or at all, the Company will need to curtail operations, or cease its operations completely.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) including Form 10-Q and Regulation S-X. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments, unless otherwise indicated) which are, in the opinion of management, necessary to fairly state the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted pursuant to such rules and regulations. These financial statements and the information included under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the audited financial statements and ~~explanatory~~ notes thereto for the year ended November 30, ~~2021~~2022 in our Annual Report on Form 10-K filed on ~~March 15, 2022~~February 28, 2023 with the SEC. The results of the ~~nine~~three months ended ~~August~~March 31, ~~2022~~2023 (unaudited) are not necessarily indicative of the results to be expected for the full year ending November 30, ~~2022.~~2023.

Principles of Consolidation
These ~~unaudited~~ condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries PureBase AG and Purebase SCM. Intercompany accounts and transactions have been eliminated upon consolidation.

8
Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and equity-based transactions at the date of the financial statements and the revenues and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

8
The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the ~~unaudited~~ condensed consolidated financial statements. Significant estimates include the allowance for doubtful accounts, useful lives of property and equipment, deferred tax asset and valuation allowance, and assumptions used in the ~~Black-Scholes-Merton~~Black-Scholes valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate.

Revenue
The Company accounts for revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. The Company derives revenues from the sale of its agricultural products. The Company’s contracted transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s contracts have a single performance obligation which are not separately identifiable from other promises in the contracts and is, therefore, not distinct. The Company’s performance obligation is satisfied upon the transfer of risk of loss to the customer.

~~Revenue consists of the following by product offering for the nine months ended August 31, 2022:~~Practical Expedients
~~SCHEDULE OF REVENUE CONSIST OF PRODUCT OFFERING~~
CROP WHITE II SHADE ADVANTAGE (WP)
SulFe Hume Si ADVANTAGE
Total

$ 192,780 $ 210,296 $ 51,460 $ 454,536
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 606 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 provided 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.
Disaggregated Revenue

Revenue consists of the following by product offering for the ~~nine~~three months ended ~~August 31, 2021:~~February 28, 2023:
SCHEDULE OF DISAGGREGATED REVENUE
CROP WHITE II SHADE ADVANTAGE (WP)
SulFe Hume Si ADVANTAGE
Total

$ - $ 776 $ 51,480 $ 52,256
The Company did not have any revenue for the three months ended February 28, 2022.

CROP WHITE II SHADE ADVANTAGE (WP)
SulFe Hume Si ADVANTAGE
Total

$ - $ 144,750 $ 223,950 $ 368,700
9

Cash and Cash Equivalents
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 no cash equivalents as of ~~August 31, 2022~~February 28, 2023 and November 30, ~~2021.~~2022.

~~Account~~Accounts Receivable

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~~As of February 28, 2023 and November 30, 2022, the Company has determined that ~~there was~~ no allowance for doubtful accounts ~~as of August 31, 2022 and an allowance of $18,277~~ ~~as of November 30, 2021.~~was necessary.

Property and Equipment

Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, generally three to five ~~years.~~years . Expenditures that enhance the useful lives of the assets are capitalized and depreciated.
SCHEDULE OF ESTIMATED USEFUL LIFE OF PROPERTY AND EQUIPMENT
Equipment 3-5 years
Autos and trucks 5 years
9

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~~primarily two ball mills, acquired on May 1, 2020. As of ~~August 31, 2022,~~February 28, 2023, the Company has not ~~placed~~put the acquired property and equipment to use. As such, the Company has not recorded ~~depreciation.~~depreciation related to these assets.

Impairment of Long-Lived Assets
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. No impairment losses were recorded during the three ~~and nine~~ months ended ~~August 31, 2022~~February 28, 2023 and ~~2021.~~February 28, 2022.

Shipping and Handling

The Company incurs shipping and handling costs which are charged back to the customer. ~~There were no~~The Company incurred shipping and handling costs ~~incurred~~of $2,400 and no handling costs during the three ~~and nine~~ months ended ~~August 31,~~February 28, 2023 and 2022, ~~and 2021.~~respectively.

Advertising and Marketing Costs
The Company expenses advertising and marketing costs as they are incurred. Advertising and marketing expenses were $~~15,040~~ ~~and $54,031~~ ~~for the nine months ended August 31, 2022 and 2021, respectively, and $~~0 and $~~12,031~~12,040 for the three months ended ~~August 31,~~February 28, 2023 and February 28, 2022, ~~and 2021,~~ respectively, and are recorded in selling, general and administrative expenses onin the ~~statement~~accompanying condensed consolidated statements of operations.

10
Fair Value Measurements

As defined in ASC 820, ~~“Fair~~“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.

Level 1: Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.

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.

10
Fair Value of Financial Instruments

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

Net loss per share of common stock is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the ~~year.~~three-month periods ended February 28, 2023 and 2022. 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, outstanding options have been excluded from the Company’s computation of net loss per share of common stock for the three ~~and nine~~ months ended ~~August 31, 2022~~February 28, 2023 and ~~2021, respectively.~~February 28, 2022.

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:
SCHEDULE OF OUTSTANDING SHARES EXCLUDED FROM DILUTED LOSS PER SHARE

Nine Months Ended Three Months Ended,
August 31,2022 August 31,2021
February 28,
2023

February 28,
2022

Convertible Notes 1,398,498 129,117,358 2,753,278 6,250,000
Stock Options 62,018,787 1,595,000 128,688,187 1,595,000
Total 63,417,285 130,712,358 131,441,465 7,845,000

Three Months Ended
August 31, 2022 August 31, 2021

Convertible Notes 1,398,498 129,117,358
Stock Options 62,018,787 1,595,000
Total 63,417,285 130,712,358
11
~~Stock-Based Compensation~~
Stock-Based Compensation
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 accompanying condensed consolidated 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~~common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the ~~Common Stock.~~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.

11
Leases
~~Leases~~

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

The Company leases its 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 office space located in Ione, California (the “Ione Lease”) with respect to its corporate operations (See Note ~~10)~~12). ~~The~~Effective November 1, 2022, the Ione Lease ~~expires in November 2022 (subject~~was amended to ~~automatic extensions on~~extend the lease through October 2024 and to add an additional 700 square feet of office space for a ~~month-to-month basis) and has a~~total monthly ~~base~~ rental ~~during the initial term~~price of $~~1,500~~3,500. per month, with automatic one-month renewals. The remaining weighted average term is ~~0.17~~1.6 years. The Company discounted lease payments using its estimated incremental borrowing rate at December 1, 2020. The weighted average incremental borrowing rate applied was 5%.

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

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the condensed 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~~operations in the period that includes the enactment date.

The Company utilizes ASC 740, ~~“Income~~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 condensed 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.

12
For uncertain tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the condensed 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 condensed consolidated statements of operations.

Exploration Stage
In accordance with U.S. GAAP, expenditures relating to the acquisition of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time as the Company exits the exploration stage by establishing proven or probable reserves. Expenditures relating to exploration activities such as drill programs to establish mineralized materials are expensed as incurred. Expenditures relating to pre-extraction activities are expensed as incurred until such time proven or probable reserves are established for that project, after which expenditures relating to mine development activities for that particular project are capitalized as incurred. As of February 28, 2023, the Company was not engaged in any mine exploration.
Mineral Rights
Acquisition costs of mineral rights are capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time as the Company exits the exploration stage by establishing proven or probable reserves, as defined by the SEC under Industry Guide 7, through the completion of a “final” or “bankable” feasibility study. Expenditures relating to exploration activities are expensed as incurred and expenditures relating to pre-extraction activities are expensed as incurred until such time proven or probable reserves are established for that project, after which subsequent expenditures relating to development activities for that particular project are capitalized as incurred.
Where proven and probable reserves have been established, the project’s capitalized expenditures are depleted over proven and probable reserves upon commencement of production using the units-of-production method. Where proven and probable reserves have not been established, such capitalized expenditures are depleted over the estimated production life upon commencement of extraction using the straight-line method.
The carrying values of the mineral rights are assessed for impairment by management on a quarterly basis or when indicators of impairment exist. Should management determine that these carrying values cannot be recovered, the unrecoverable amounts are written off against earnings. As of February 28, 2023 and 2022, the Company did not have any capitalized mineral rights.
Recent Accounting Pronouncements

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

13
NOTE 4 – MINING RIGHTS
~~Federal Preference Rights Lease in Esmeralda County NV~~
~~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 have been assigned to the Company by USMC. These rights were initially recorded 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.~~
12

Snow White Mine located in San Bernardino County, CA – Deposit
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 5 placer 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 by the Company and held in 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.~~the closing of the sale from US Mining and Minerals Corporation to the Company. 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 to acquire the property interest and mining claims on or about October 15, 2015. Mr. Bremer ~~will~~agreed to transfer title to the Company ~~when the Company pays Mr. Bremer~~upon payment of $575,000 plus expenses to Mr. Bremer, 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~~Company, which is paid by 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 of the Company,~~(the “Trust”), pursuant to which the Company will purchase the Snow White Mine for $836,000 (the “Purchase Price”). from the Trust. The Purchase Price plus 5%5% interest is payable in full in cash at the closing which must occur at any time before April 1, 2022 (the “Closing Date”). On April 14, 2022, the agreement was amended to extend the Closing Date to April 14, 2023. On April 7, 2023 the agreement was further amended to extend the Closing Date to April 1, 2024.

NOTE 5 – PROPERTY AND EQUIPMENT
Property and equipment consisted of the following at:
SCHEDULE OF PROPERTY AND EQUIPMENT
February 28, 2023 November 30, 2022

Furniture and equipment $ 6,952 $ 6,952
Machinery and equipment 35,151 35,151
Automobiles and trucks 25,061 25,061
Construction in process 620,000 620,000
Property and equipment, gross 687,164 687,164
Less: accumulated depreciation (67,164 ) (67,164 )
Property and equipment, net $ 620,000 $ 620,000
There was no depreciation expense for the three months ended February 28, 2023 and 2022, respectively.
NOTE 6 – NOTES PAYABLE

Bayshore Capital Advisors, LLC

On February 26, 2016, the Company issued a promissory note to Bayshore Capital Advisors, LLC (“Bayshore Capital”), an affiliate through common ownership of a 10% major ~~shareholder~~stockholder of the Company, for $25,000 for working capital at an interest rate of 6% per annum. The note was payable August 26, 2016, or when the Company closes a bridge financing, whichever occurs first. ~~The~~On February 4, 2023, Bayshore Capital agreed to cancel the $25,000 debt, plus $10,146 of accrued and unpaid interest. Prior to the cancellation of the note, the Company iswas in default on ~~this note as of August 31, 2022.~~ ~~During the nine months ended August 31, 2022, the Company did not make repayments towards the outstanding balance of~~ the note. ~~The balance on the note was $25,000~~ ~~as of August 31, 2022 and November 30, 2021 (see Note 10).~~ Total interest expense on the note was $~~1,126~~255 ~~for the nine months ended August 31, 2022~~ and ~~2021, respectively. Total interest expense on the note was~~ $~~378~~370 for the three months ended ~~August 31,~~February 28, 2023 and February 28, 2022, ~~and 2021.~~respectively.

14
A. Scott Dockter – President and Chief Executive Officer

On August 31, 2017, the Company issued a note in the amount of $197,096 to A. Scott Dockter, President, Chief Executive Officer and a director of the Company, to consolidate the total amounts due to Mr. Dockter. The note bears interest at 6% and is due upon demand. During the ~~nine~~three months ended ~~August 31,~~February 28, 2023 and 2022, the Company paid $~~20,000~~10,000 and $0, respectively, towards the outstanding balance of the note. ~~The balance on the note was $38,716~~ ~~and $58,716~~ ~~as of August 31, 2022 and November 30, 2021, respectively (See Note 10).~~ Total interest expense on the note was $~~2,291~~379 and $~~4,761~~ ~~for the nine months ended August 31, 2022 and 2021, respectively. Total interest expense on the note was $586~~ ~~and $1,346~~869 for the three months ended ~~August 31,~~February 28, 2023 and 2022, respectively. The balance on the note was $18,716and ~~2021,~~$28,716 as of February 28, 2023 and November 30, 2022, respectively. There was $41,545 and $41,167 of accrued interest as of February 28, 2023 and November 30, 2022, respectively.

13
Convertible Promissory Notes – USMC
December 1, 2019

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 a convertible promissory note in the amount of $20,000 to USMC, with a maturity date of December 31, 2021 (“Tranche #1”). 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 $0.16 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,~~ and USMC gave notice of conversion of 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 $0 and $~~7,201~~ ~~during the nine months ended August 31, 2022 and 2021, respectively. Total straight-line amortization of this discount totaled $~~0 ~~and $2,418~~815 during the three months ended ~~August 31,~~February 28, 2023 and February 28, 2022, ~~and 2021, respectively. Total interest expense on Tranche #1 was approximately $350~~ ~~and $750~~ ~~for the nine months ended August 31, 2022 and 2021,~~ respectively. Total interest expense on Tranche #1 was approximately $0 and $250 for the three months ended ~~August 31, 2022~~February 28, 2023 and ~~2021, respectively.~~February 28, 2022.

January 1, 2020

On January 1, 2020, in connection with the September 26, 2019 securities purchase agreement with USMC ~~a related party,~~ (See Note ~~10)~~12), the Company issued a convertible promissory note in the amount of $86,000 to USMC, with a maturity date of January 1, 2022 (“Tranche #2”). 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 $0.16 per 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,~~ and USMC gave notice of conversion of 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~~ ~~and $12,088~~ ~~for the nine months ended August 31, 2022 and August 31, 2021, respectively. Total straight-line amortization of this discount totaled $~~0 and $~~4,059~~1,412 ~~during~~for the three months ended ~~August 31,~~February 28, 2023 and February 28, 2022, ~~and August 31, 2021, respectively. Total interest expense on Tranche #2 was approximately $1,500~~ ~~and $3,278~~ ~~for the nine months ended August 31, 2022 and 2021,~~ respectively. Total interest expense on Tranche #2 was approximately $0 and $~~1,100~~1,060 for the three months ended ~~August 31,~~February 28, 2023 and February 28, 2022, ~~and 2021,~~ respectively.

February 1, 2020

On February 1, 2020, in connection with the September 26, 2019 securities purchase agreement with USMC ~~a related party,~~ (See Note ~~10)~~12), the Company issued a convertible promissory note in the amount of $72,000 to USMC, with a maturity date of February 1, 2022 (“Tranche #3”). 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 $0.16 per 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,~~ and USMC gave notice of conversion of 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~~ ~~and $13,494~~ ~~for the nine months ended August 31, 2022 and 2021, respectively. Total straight-line amortization of this discount totaled $~~0 and $~~4,531~~3,103 ~~during~~for the three months ended ~~August 31,~~February 28, 2023 and February 28, 2022, ~~and 2021, respectively. Total interest expense on Tranche #3 was approximately $1,260~~ ~~and $2,702~~ ~~for the nine months ended August 31, 2022 and 2021,~~ respectively. Total interest expense on Tranche #3 was approximately $0 and $900 for the three months ended ~~August 31, 2022~~February 28, 2023 and ~~2021, respectively.~~February 28, 2022.

1415

December 1, 2020

On December 1, 2020, in connection with the September 26, 2019 securities purchase agreement with USMC ~~a related party,~~ (See Note ~~10)~~12), the Company issued a convertible promissory note in the amount of $822,000 to USMC, with a maturity date of November 25, 2022 (“Tranche 4”). 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 noteholder, at a conversion price of $0.16 per share. On April 7, 2022 USMC gave notice of conversion of 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. Total interest expense on Tranche #4 was approximately $~~17,700~~ ~~and $30,800~~ ~~for the nine months ended August 31, 2022 and 2021, respectively. Total interest expense on Tranche #4 was approximately $~~0 and $~~10,500~~10,100 for the three months ended ~~August 31,~~February 28, 2023 and February 28, 2023 and 2022, ~~and 2021,~~ respectively.

March 17, 2021

On March 17, 2021, in connection with the March 11, 2021 securities purchase agreement with USMC ~~a related party~~ (see Note ~~10)~~12), the Company issued a convertible promissory note in the amount of $579,769 to USMC, with a maturity date of March 17, 2023 (“Tranche #5”). 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 noteholder, at a conversion price of $0.088 per share. On April 7, 2022 USMC gave notice of conversion of the outstanding principal balance of $579,769.39 of the March 17, 2021 note, plus accrued interest totaling $30,656 through such date, into 6,936,656 shares of the Company’s common stock. Total interest expense on Tranche #5 was approximately $~~8,800~~ ~~and $13,300~~ ~~for the nine months ended August 31, 2022 and 2021, respectively. Total interest expense on Tranche #5 was approximately $~~0 and $~~7,400~~7,150 for the three months ended ~~August 31,~~February 28, 2023 and 2022, ~~and 2021,~~ respectively.

March 14, 2022

On March 14, 2022, in connection with the November 25, 2020 securities purchase agreement with USMC ~~a related party~~ (see Note ~~10)~~12), the Company issued a convertible promissory note in the amount of $~~884,429.28~~884,429 to USMC, with a maturity date of March 14, 2024 (“Tranche #6”). 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 noteholder, at a conversion price of $0.088 per share. On April 7, ~~20222~~2022 USMC gave notice of conversion of the outstanding principal balance of $~~884,492.28~~884,492 of the March 14, 2022 note, plus accrued interest totaling $2,908 through such date, into 10,084,093 shares of the Company’s common stock. Total interest expense on Tranche #6 was ~~approximately $2,908~~ ~~for the nine months ended August 31, 2022. Total interest expense on Tranche #6 was~~ $0 for the three months ended ~~August 31, 2022.~~February 28, 2023.

August 30, 2022

On August 30, 2022, in connection with the April 7, 2022 securities purchase agreement with USMC ~~a related party~~ (see Note ~~10)~~12), the Company issued a convertible promissory note in the amount of $470,862 to USMC, with a maturity date of August 30, 2024 (“Tranche #7”). 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 noteholder, at a conversion price of $0.39 per share. Total interest expense on Tranche #7 was ~~approximately~~ $05,805 for the ~~nine~~three months ended February 28, 2023.
November 29, 2022
On November 29, 2022, in connection with the April 7, 2022 securities purchase agreement with USMC (see Note 12), the Company issued a convertible promissory note in the amount of $140,027 to USMC, with a maturity date of August ~~31, 2022.~~30, 2024 (“Tranche #8”). 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 noteholder, at a conversion price of $0.39 per share. Total interest expense on Tranche #7#8 was $1,726 for the three months ended February 28, 2023.
16
February 28, 2023
On February 28, 2023, in connection with the April 7, 2022 securities purchase agreement with USMC (see Note 12), the Company issued a convertible promissory note in the amount of $308,320 to USMC, with a maturity date of February 28, 2025 (“Tranche #9”). 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 noteholder, at a conversion price of $0.39 per share. Total interest expense on Tranche #9 was $0 for the three months ended ~~August 31, 2022.~~February 28, 2023.
15
March 20, 2023
On March 20, 2023, the Company entered into a securities purchase agreement with USMC, effective March 7, 2023, pursuant to which USMC may purchase up to $1,000,000 of the Company’s 8% 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 $0.10 per share. As of the date hereof, USMC has purchased an aggregate principal amount of notes of $160,000 under the securities purchase agreement.

Convertible Debt – Board of Directors

On April 8, 2021, the Company entered into a ~~twelve-month Director Agreement~~twelve month director agreement with Jeffrey Guzy, ~~whereby~~as amended on August 26, 2022 (the “Guzy Director Agreement”) pursuant to which Mr. Guzy will ~~receive~~serve as a director of the Company, which agreement will automatically renew (the “Renewal Date”) for successive one-year terms unless either party notifies the other of its desire not to renew the Agreement within 30 days of the expiration of the then current term. As compensation therefor, Mr. Guzy is entitled to a cash fee of $1,000 ~~cash fee each~~per month ~~for services performed. The fee will accrue~~which accrues as 0% ~~interest~~ debt to the Company until the Company has its first cash-flow positive month. ~~If a debt is still~~Any amounts owed to Mr. Guzy at the ~~end of the term, the debt shall~~Renewal Date or upon Mr. Guzy’ resignation or removal (the “Termination Date”) will be converted into common stock at ~~the lower~~a price ~~of the~~per share equal to market ~~value of such common stock~~price on the ~~date of termination~~exchange or ~~renewal of the Director Agreement, as the case may be,~~trading market where such stock is then traded or quoted or the ~~20-day~~ volume-weighted average price (“VWAP”) ~~immediately prior to the end~~ of the ~~term~~common stock for the 20-days immediately preceding the Renewal Date or ~~renewal date. The Director Agreement shall automatically renew for successive one-year periods unless either party terminates~~the Termination Date, as the case may be. As of February 28, 2023, cash fees owed to Mr. Guzy as per the terms of the agreement ~~at least 30 days prior to the end of the then current term. As of August 31, 2022, the Company has~~were deferred and debt in the amount of $~~17,000~~23,000 is owed to Mr. Guzy.

On August ~~10,~~13, 2021, the Company entered into a ~~twelve-month Director Agreement~~twelve month director agreement with Dr. ~~Kimberly~~ Kurtis, ~~whereby~~as amended on August 26, 2022 (the “Kurtis Director Agreement”) pursuant to which Dr. Kurtis will ~~receive~~provide up to five hours per month of board services, which agreement will automatically renew for successive one-year terms unless either party notifies the other of its desire not to renew the Agreement within 30 days of the expiration of the then current term. As compensation therefor, Dr. Kurtis is entitled to a cash fee of $1,000 ~~cash fee each~~per month ~~for services performed. The fee will accrue~~which accrues as0~~% interest~~ debt to the Company until the Company has its first cash-flow positive month. ~~If a debt is still~~Any amounts owed to Dr. Kurtis at the ~~end of~~Renewal Date or the ~~term, the debt shall~~Termination Date will be converted into common stock at a price per share equal to market price on the ~~lower price~~exchange or trading market where such stock is then traded or quoted or the VWAP of the ~~market value of such~~ common stock onfor the ~~date of termination~~20-days immediately preceding the Renewal Date or ~~renewal of~~ the ~~Director Agreement,~~Termination Date, as the case may ~~be, or~~be. As of February 28, 2023, cash fees owed to Dr. Kurtis as per the ~~20-day VWAP immediately prior to the end~~terms of the ~~term or renewal date. The Director Agreement shall automatically renew for successive one-year periods unless either party terminates the~~ agreement ~~at least 30 days prior to the end of the then current term. As of August 31, 2022, the Company has~~were deferred and debt in the amount of $~~13,000~~19,000 is owed to Dr. Kurtis.

NOTE 7 – LEASES
The following table presents net lease cost and other supplemental lease information:
SCHEDULE OF LEASE COST AND OTHER SUPPLEMENTAL LEASE INFORMATION
Three Months Ended February 28, 2023
Lease cost
Operating lease cost (cost resulting from lease payments) $ 10,500
Short term lease cost -
Sublease income -
Net lease cost $ 10,500

Operating lease – operating cash flows (fixed payments) $ 10,500
Operating lease – operating cash flows (liability reduction) $ 9,538
Non-current leases – right of use assets $ 69,649
Current liabilities – operating lease liabilities $ 39,372
Non-current liabilities – operating lease liabilities $ 30,852
17
Three Months Ended February 28, 2022
Lease cost
Operating lease cost (cost resulting from lease payments) $ 4,500
Short term lease cost -
Sublease income -
Net lease cost $ 4,500

Operating lease – operating cash flows (fixed payments) $ 4,500
Operating lease – operating cash flows (liability reduction) $ 4,107
Non-current leases – right of use assets $ 28,434
Current liabilities – operating lease liabilities $ 15,504
Non-current liabilities – operating lease liabilities $ 13,223
Future minimum payments under non-cancelable leases for operating leases for the remaining terms of the leases following the three months ended February 28, 2023:
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS
Fiscal Year Operating Leases
Remainder of 2023 $ 42,000
2024 31,500
Total future minimum lease payments 73,500
Amount representing interest (3,276 )
Present value of net future minimum lease payments $ 70,224

NOTE 68 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consist of the following ~~amounts:~~amounts as of:
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

As of
August 31,2022
As of
November 30, 2021

Accounts payable $ 46,084 $ 2,647
Accrued interest – related party 50,460 126,806
Accrued compensation 18,523 27,163
Accounts payable and accrued expenses $ 115,067 $ 156,616
~~NOTE 7 –~~ ~~LEASES~~

~~The following table presents net lease cost and other supplemental lease information:~~
~~SCHEDULE OF LEASE COST AND OTHER SUPPLEMENTAL LEASE INFORMATION~~
Nine Months Ended
August 31, 2022
Lease cost
Operating lease cost (cost resulting from lease payments) $ 13,500
Short term lease cost -
Sublease income -
Net lease cost $ 9,000

Operating lease – operating cash flows (fixed payments) $ 13,500
Operating lease – operating cash flows (liability reduction) $ 13,113
Non-current leases – right of use assets $ 2,843
Current liabilities – operating lease liabilities $ 2,981
Non-current liabilities – operating lease liabilities $ -

Nine Months Ended
August 31, 2021

Lease cost
Operating lease cost (cost resulting from lease payments) $ 13,500
Short term lease cost -
Sublease income -
Net lease cost $ 13,500

Operating lease – operating cash flows (fixed payments) $ 13,500
Operating lease – operating cash flows (liability reduction) $ 12,475
Non-current leases – right of use assets $ 19,904
Current liabilities – operating lease liabilities $ 17,377
Non-current liabilities – operating lease liabilities $ 2,981
16
~~Future minimum payments under non-cancelable leases for operating leases for the remaining terms of the leases following the nine months ended August 31, 2022:~~
~~SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS~~
Fiscal Year Operating Leases
Remainder of 2022 $ 3,000
Total future minimum lease payments 3,000
Amount representing interest 19
Present value of net future minimum lease payments $ 2,981
February 28, 2023 November 30, 2022

Accounts payable $ 145,349 $ 30,078
Accrued interest – related party 55,030 57,226
Accrued compensation 35,627 28,134
Accounts payable and accrued expenses $ 236,006 $ 115,478

NOTE 89 – COMMITMENTS AND CONTINGENCIES
Office and Rental Property Leases

The Company is ~~using~~leasing office space ~~provided by~~from USMC, a ~~related party~~company that is owned by the Company’s majority shareholders and ~~directors~~directors. A. Scott Dockter and John Bremer (See Note ~~10)~~12).

Mineral Properties

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

18
Legal Matters

On July 8, 2020, the Company’s former Chief Financial Officer, Al Calvanico (“Calvanico”), filed a demand for arbitration alleging retaliation, wrongful termination, and demand for a minimum 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, 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~~The binding arbitration concluded on February 3, 2023. Initial Closing Briefs are due on April 25, 2023, and Reply Briefs are due on May 25, 2023. The arbitrator’s decision is ~~currently in the arbitration discovery phase. An arbitration hearing is scheduled for January 10 - 13, 2023, before arbitrator, Scott Silverman in Los Angeles.~~
On January 11, 2019, the Company filed a complaint in the Second Judicial District Court in the State of Nevada, 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 Vice President 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. On March 14, 2019, Agregen and Mr. Hurtado filed an answer to the Company’s Complaint that the allegations were false. On March 13, 2020, the Company filed a First Amended Complaint, adding James Todd Gauer and John Gingerich as additional defendants. A settlement agreement was entered into between the parties, effectivedue June ~~3, 2022 and a Notice of Settlement was filed in the District Court pursuant to which,8,669,000~~ ~~shares of the Company’s common stock beneficially owned by the defendants were surrendered to the Company and the Company granted Mr. Gauer an immediately exercisable option to purchase~~ ~~8,669,400~~ ~~shares of common stock, the equivalent number of common shares surrendered to the Company, at an exercise price of $2.50. The lawsuit was fully settled and dismissed on August 9, 2022.~~30, 2023.

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~~400,000. and, although the Company is vigorously defending such claims and believes that there is little to no risk of liability, it has accrued $400,000 for such risk. The Company filed its answer on May 6, 2019, denying responsibility for the mislabeling and denying any liability for damages therefrom. The matter is set for trial in ~~April~~May 2023.
17

Contractual Matters

On November 1, 2013, we entered into an agreement with USMC, ~~a related party,~~ in which USMC provides 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 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 Note ~~10)~~12).
Note 10 - STOCKHOLDERS’ EQUITY
On May 19, 2022, the Company entered into an agreement with Newbridge Securities Corporation (“Newbridge”) for a twelve-month term, pursuant to which Newbridge provided investment banking and corporate advisory services to the Company. As consideration therefor, the Company issued Newbridge 300,000 shares of common stock on June 17, 2022 which shares are subject to a 12-month lockup from the date of issuance. The shares were issued at a fair value of $0.35 per share.

~~NOTE 9~~Note 11 – STOCK-BASED COMPENSATION
The Company accounted for its stock-based compensation in accordance with the fair value recognition provisions of FASB ASC Topic 718, “Compensation – Stock Compensation.”

2017 Equity Incentive Plan

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 ~~August 31, 2022,~~February 28, 2023, options to purchase an aggregate of 128,688,187 shares of common stock have been granted under the Option Plan.
19

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.

On May 19, 2022, the Company entered into an agreement with Newbridge Securities Corporation (“Newbridge”), pursuant to which Newbridge will provide investment banking and corporate advisory services to the Company. As consideration therefor, the Company issued Newbridge ~~300,000~~ ~~shares of common stock on June 17, 2022 which shares are subject to a 12-month lockup from the date of issuance.~~
On June 3, 2022, in ~~conjunction~~connection with the settlement agreement with Agregen, ~~International Corp,~~ Robert Hurtado, James Todd Gauer and John Gingerich, ~~(see Note 8),~~ the Company granted James Todd Gauer ~~the~~an immediately exercisable option to purchase 8,669,400 shares of common stock, the equivalent number of shares of common ~~shares~~stock that were surrendered to the Company, at an exercise price of $2.50 per share and a fair value of $1,856,151. The ~~options vest immediately. The options were~~option was valued using the Black-Scholes option pricing model under the ~~following~~ assumptions ~~as found~~ in the ~~table below.~~below table.

On August 26, 2022, the Company granted an immediately exercisable options to purchase an aggregate of ~~2,223,788~~2,223,787 shares of common stock to members of the Board, consultants and employees for services to be performed. The options were issued at an exercise price of $0.24 per share and a total fair value of $522,411. ~~The options vest immediately.~~ The options were valued using the Black-Scholes option pricing model under the ~~following~~ assumptions ~~as found~~ in the ~~table below.~~below table.

18
SCHEDULE OF BLACK-SCHOLES OPTION ~~PRICING~~ MODEL ASSUMPTIONS
Date Number of Options Stock Price Strike Price Expected Volatility Risk-free Interest Rate Dividend Rate Expected
Term Fair Value
Grant Date Number of Options Stock Price Exercise Price Expected Volatility Risk-free Interest Rate Dividend Rate Expected Term Fair Value
4/8/2021 250,000 $ 0.15 $ 0.10 281.00 % 0.85 % 0.00 % 2.50 years $ 36,708
8/13/2021 200,000 $ 0.46 $ 0.36 266.00 % 0.79 % 0.00 % 3.50 years $ 90,944
10/6/2021 116,000,000 $ 0.38 $ 0.38 278.00 % 1.26 % 0.00 % 3.88 years $ 43,808,780
6/3/2022 8,699,400 $ 0.22 $ 2.50 274.50 % 2.95 % 0.00 % 3.5 years $ 1,856,151 8,669,400 $ 0.22 $ 2.50 274.50 % 2.95 % 0.00 % 3.5 years $ 1,856,151
8/26/2022 1,734,615 $ 0.24 $ 0.24 269.24 % 3.20 % 0.00 % 3.5 years $ 411,668 1,734,615 $ 0.24 $ 0.24 269.24 % 3.20 % 0.00 % 3.5 years $ 411,668
8/26/2022 242,424 $ 0.24 $ 0.24 276.76 % 3.20 % 0.00 % 3.0 years $ 57,264 242,424 $ 0.24 $ 0.24 276.76 % 3.20 % 0.00 % 3.0 years $ 57,264
8/26/2022 246,748 $ 0.24 $ 0.24 207.37 % 3.20 % 0.00 % 2.5 years $ 53,479 246,748 $ 0.24 $ 0.24 207.37 % 3.20 % 0.00 % 2.5 years $ 53,479

The Company ~~granted~~did not grant stock options ~~to purchase an aggregate of~~ ~~10,893,188~~ ~~and~~ ~~450,000~~ ~~shares of common stock~~ during the ~~nine~~three months ended ~~August 31, 2022~~February 28, 2023 and ~~2021, respectively.~~February 28, 2022.

~~The weighted average grant date fair value of options granted and vested during the nine months ended August 31, 2022, was $2,378,562~~ ~~and $24,341,865~~ ~~respectively. The weighted average grant date fair value of options granted and vested during the nine months ended August 31, 2021, was $36,708~~ ~~and $28,811, respectively.~~ The weighted average non-vested grant date fair value of non-vested options was $~~21,835,651~~1,819,638 and $10,917,826 at ~~August 31, 2022.~~February 28, 2023 and November 30, 2022, respectively.

Compensation based stock option activity for qualified and unqualified stock options are summarized as follows:
SCHEDULE OF STOCK OPTION ACTIVITY
Weighted Weighted
Average Number Average
Shares Exercise Price of Shares Exercise Price
Outstanding at November 30, 2021 117,795,000 $ 0.39 117,795,000 $ 0.39
Granted 10,893,188 2.04 - -
Exercised - - - -
Expired or cancelled - - - -
Outstanding at August 31, 2022 128,688,187 0.53
Outstanding at February 28, 2022 117,795,000 0.39

Outstanding at November 30, 2022 128,688,187 $ 0.53
Granted - -
Exercised - -
Expired or cancelled - -
Outstanding at February 28, 2023 128,688,187 $ 0.53
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The following table summarizes information about options to purchase shares of the Company’s common stock outstanding and exercisable ~~as of August 31, 2022:~~at February 28, 2023:
SCHEDULE OF STOCK OPTION SHARES OUTSTANDING AND EXERCISABLE
Weighted- Weighted-
Average Average
Range of Outstanding Remaining Life Exercise Number
exercise prices Options In Years Price Exercisable

$ 0.099 400,000 1.89 $ 0.099 400,000
0.10 645,000 3.03 0.10 645,000
0.12 50,000 6.07 0.12 50,000
0.24 2,223,787 4.66 0.24 2,223,787
0.36 200,000 3.95 0.36 200,000
0.38 116,000,000 6.09 0.38 58,000,000
2.50 8,669,400 4.76 2.50 8,669,400
3.00 500,000 3.50 3.00 500,000
128,688,187 5.93 $ 0.39 70,688,187
Weighted- Weighted-
Average Average
Exercise Outstanding Remaining Life Exercise Number
Price Options In Years Price Exercisable

$ 0.099 400,000 1.64 $ 0.099 400,000
0.10 645,000 2.78 0.10 645,000
0.12 50,000 5.82 0.12 50,000
0.24 2,223,787 4.41 0.24 2,223,787
0.36 200,000 3.70 0.36 200,000
0.38 116,000,000 5.84 0.38 87,000,000
2.50 8,669,400 4.51 2.50 8,669,400
3.00 500,000 3.25 3.00 500,000
128,688,187 5.68 $ 0.53 99,688,187

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

The stock options granted ~~under the Option Plan~~ are exercisable ~~for~~over various terms from thee to ten years from the grant date and vest over various terms from the grant date to ~~three~~five years.
19

Total compensation expense related to the options was $~~26,106,716~~5,485,013 and $~~46,079~~ ~~for the nine months ended August 31, 2022 and 2021, respectively. Total compensation expense related to the options was $7,852,632~~ ~~and $21,83~~10,949,738 for the three months ended ~~August 31,~~February 28, 2023 and February 28, 2022, ~~and 2021,~~ respectively. As of ~~August 31, 2022,~~February 28, 2023, there was $~~12,737,463~~1,819,638 in future compensation cost related to non-vested stock options.

~~The aggregate intrinsic value is $~~As of February 28, 2023 ~~152,700~~none ~~for total~~of the outstanding and exercisable options ~~which was based on our~~had an intrinsic value as the options exercise prices were greater than the estimated fair value of the common stock of $~~0.24~~0.08 as of August 31, 2022, 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 of the aggregate exercise price..

NOTE 1012 – RELATED PARTY TRANSACTIONS
Bayshore Capital Advisors, LLC

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 (“Bayshore Capital”), an affiliate through common ownership of a ~~10%~~10 ~~shareholder~~% major stockholder of the Company, for $25,000 for working capital ~~purposes.~~at an interest rate of 6% per annum. The note was payable August 26, 2016, or when the Company closes a bridge financing, whichever occurs first. ~~The~~On February 4, 2023, Bayshore Capital agreed to cancel the $25,000 debt, plus $10,146 of accrued and unpaid interest. Prior to the cancellation of the note, the Company iswas in default on ~~this~~the note. Total interest expense on the note ~~at August 31, 2022.~~was $255 and $370 for the three months ended February 28, 2023 and February 28, 2022, respectively.

US Mine Corporation

The Company entered into a contract mining agreement with USMC, a company ~~owned by the majority stockholders of the Company,~~which A. Scott Dockter, the Company’s Chief Executive Officer and a director and John Bremer, a director, each own 33%, pursuant to which USMC provides various technical evaluations and mine development services to the Company. During the three ~~and nine~~ months ended ~~August 31,~~February 28, 2023 and 2022, ~~and 2021,~~ the Company made ~~purchases of~~ $~~33,150~~21,914 and $~~101,400~~0 ~~and $85,343~~ ~~and $97,343, respectively,~~of purchases from USMC. No services were rendered by USMC for the three ~~and nine~~ months ended ~~August 31, 2022~~February, 2023 and ~~2021.~~2022. In addition, during the three ~~and nine~~ months ended ~~August 31,~~February 28, 2023 and 2022, ~~and 2021,~~ USMC paid $~~6,296~~8,320 and $~~22,150~~ ~~and $2,014~~ ~~and $~~02,284 respectively, of expenses to the Company’s vendors and creditors on behalf of the Company. During the three ~~and nine~~ months ended ~~August 31,~~February 28, 2023 and 2022, ~~and 2021~~ USMC made cash advances to the Company of $~~620,000~~300,000 and $~~976,000~~ ~~and $210,000~~ ~~and $410,000~~118,000, respectively, which are recorded as part of due to affiliates on the Company’s ~~unaudited~~condensed consolidated balance sheets. All amounts owed for services rendered, expenses paid on behalf of the Company, and cash advances were converted into the Company’s common stock pursuant to the September 5, 2019 Debt Exchange Agreement, ~~(See Note 5),~~ the November 25, 2020 Securities Purchase Agreement (See Note 5)6) and the April 7, 2022 Securities Purchase Agreement (See Note 5)6). The Company did not have a balance due to USMC ~~was $~~0 ~~and $729,059~~ ~~at August 31, 2022~~on February 28, 2023 and November 30, ~~2021, respectively.~~2022.
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USMC Notes

~~On September 26, 2019, the~~The Company has entered into aone or more securities purchase ~~agreement~~agreements 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 April 7, 2022, USMC had purchased notes totaling $1,000,000~~ ~~with maturity dates ranging from~~ ~~December 1, 2021, through November 25, 2022~~(see Note 5)6). ~~Interest expense~~The outstanding balance on ~~these~~the convertible notes ~~totaled~~due to USMC was $~~20,756~~919,209 and $~~37,530~~610,889 ~~for the nine months ended August 31,~~on February 28, 2023 and November 30, 2022, ~~and 2021,~~ respectively. Interest expense on ~~these~~the convertible notes due to USMC totaled $07,532 and $~~12,750~~26,991 for the three months ended ~~August 31, 2022 and 2021, respectively. On April 7, 2022, the December 1, 2019, January 1, 2020~~February 28, 2023 and February ~~1, 2020 notes were amended to extend the maturity dates to April 30, 2022. Thereafter, on April 7,~~28, 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.~~
20
~~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 April 7, 2022, USMC has purchased notes totaling $1,579,769~~ ~~with a maturity date of~~ ~~March 17, 2023~~ ~~(see Note 5). Interest expense on these notes totaled~~ $~~8,800~~ ~~and $13,300for the nine months ended August 31, 2022 and 2021,~~ respectively. ~~Interest expense on these notes totaled~~ $0 ~~and $7,400~~for the three months ended August 31, 2022 and 2021, respectively. 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. Interest expense on this note totaled $2,908~~ ~~for the nine months ended August 31, 2022. There was~~ no ~~interest expense on this note for the three months ended August 31, 2022. 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. As August 31, 2022, USMC has purchased notes totaling $470,862~~ ~~with a maturity date of~~ ~~August 30, 2024~~ ~~(see Note 5). Interest expense on these notes totaled $~~0 ~~for the nine months ended August 31, 2022. Interest expense on these notes totaled $~~0 ~~for the three months ended August 31, 2022.~~
~~August 30, 2022~~
~~On August 30, 2022, in connection with the April 7, 2022, securities purchase agreement with USMC, a related party (see Note 10), the Company issued a convertible promissory note in the amount of $470,862~~ ~~to USMC, with a maturity date of~~ ~~August 30, 2024~~ ~~(“Tranche #7”). 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 noteholder, at a conversion price of $0.39~~ ~~per share. Total interest expense on Tranche #7 was approximately $~~0 ~~for the nine months ended August 31, 2022. Total interest expense on Tranche #7 was $~~0 ~~for the three months ended August 31, 2022.~~
~~The outstanding balance due on the above notes to USMC was $470,862~~ ~~and $1,579,769~~ ~~at August 31, 2022 and November 30, 2021, respectively.~~Mining Agreements

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~~Under the terms of the Supply Agreement, 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~~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 adjust the cost to the Company to conform to the more favorable terms. The initial term of the Supply 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 Supply Agreement for a material breach which is not cured within 90 days. For the three ~~and nine~~ months ended ~~August 31,~~February 28, 2023 and 2022, the Company purchased $~~33,150~~21,914 and $~~101,400~~0, respectively, under the Supply Agreement. Since April 22, 2020, the Company has purchased $~~251,156~~280,356 of materials under the Supply Agreement.

US Mine LLC

On May 27, 2021, the Company entered into the Materials 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 Materials Extraction Agreement is effective until 100,000,000 tons of material are ~~extracted.~~ extracted. As compensation for such right, the Company issued a 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%~~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. 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.

21
On October 6, 2021, and prior to consummation of activities under the Materials Extraction Agreement, the Company and US Mine, LLC executed an amendment to the Materials Extraction Agreement (the “Amendment”). Pursuant to the Amendment, the US Mine Note was retroactively rescinded, ab initio and an option to purchase an aggregate of 116,000,000 shares of the Company’s common stock at an exercise price of $0.38 per share until April 6, 2028, was issued to US Mine, LLC as compensation. Shares subject to the option ~~vest~~vested as to 58,000,000 shares on April 6, 2022, 29,000,000 shares on October 6, 2022, and 29,000,000 shares will vest on April 6, 2023. This agreement was further amended and restated on June 21, 2022, with the same option purchase, vesting and exercise schedule. For the ~~nine~~three months ended ~~August 31, 2022,~~February 28, 2023 the Company expensed $~~23,655,289~~5,458,913 in stock-based compensation expense related to the issuance of the option on October 16, 2021 to US Mine LLC under the Materials Extraction Agreement.
Transactions with Officers

On August 31, 2017, the Company issued a note in the amount of $197,096 to A. Scott Dockter, President, Chief Executive Officer and a director of the Company, to consolidate the total amounts due to Mr. Dockter. The note bears interest at 6%6% and is due upon demand. During the ~~nine~~three months ended ~~August 31,~~February 28, 2023 and 2022, the Company paid $~~20,000~~10,000 and $0, respectively, towards the outstanding balance of the note. The balance on the note was $~~38,716~~18,716 and $~~58,716~~28,716 as of ~~August 31, 2022~~February 28, 2023 and November 30, ~~2021,~~2022, respectively. Total interest expense on the note was $~~2,291~~379 and $~~4,761~~ ~~for the nine months ended August 31, 2022 and 2021, respectively. Total interest expense on the note was $586~~ ~~and $1,346~~869 for the three months ended ~~August 31,~~February 28, 2023 and 2022, respectively. There was $41,545and ~~2021,~~$41,167 of accrued interest on the note as of February 28, 2023 and November 30, 2022, respectively.

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Convertible Debt – Board of Directors

On April 8, 2021, the Company entered into ~~a twelve-month~~the Guzy Director Agreement ~~with Jeffrey Guzy whereby~~(see Note 6) pursuant to which Mr. Guzy will ~~receive~~serve as a director of the Company, which agreement will automatically renew for successive one-year terms unless either party notifies the other of its desire not to renew the Agreement within 30 days of the expiration of the then current term. As compensation therefor, Mr. Guzy is entitled to a cash fee of $1,000 ~~cash fee each~~per month ~~for services performed. The fee will accrue~~which accrues as 0%0 ~~interest~~% debt to the Company until the Company has its first cash-flow positive month. ~~If a debt is still~~Any amounts owed to Mr. Guzy at the ~~end of the term, the debt shall~~Renewal Date or upon Mr. Guzy’ resignation or removal will be converted into common stock at a price per share equal to market price on the ~~lower price~~exchange or trading market where such stock is then traded or quoted or the VWAP of the ~~market value of such~~ common stock onfor the ~~date of termination~~20-days immediately preceding the Renewal Date or ~~renewal of~~ the ~~Director Agreement,~~Termination Date, as the case may ~~be, or~~be. The Agreement also includes a non-competition provision during the ~~20-day VWAP immediately prior to the end~~term of the ~~term or renewal date. The~~Agreement and for twelve months thereafter.
On August 13, 2021, the Company entered into the Kurtis Director Agreement ~~shall~~(see Note 6) pursuant to which Dr. Kurtis will provide up to five hours per month of board services, which agreement will automatically renew for successive one-year ~~periods~~terms unless either party ~~terminates~~notifies the ~~agreement at least~~other of its desire not to renew the Agreement within 30 days ~~prior to~~of the ~~end~~expiration of the then current term. As ~~of August 31, 2022, the Company has debt in the amount~~compensation therefor, Dr. Kurtis is entitled to a cash fee of $~~17,000~~ ~~owed to Mr. Guzy.~~
~~On August 10, 2021, the Company entered into a twelve-month Director Agreement with Dr. Kimberly Kurtis whereby Dr. Kurtis will receive a $~~1,000 ~~cash fee each~~per month ~~for services performed. The fee will accrue~~which accrues as0% ~~interest~~ debt to the Company until the Company has its first cash-flow positive month. ~~If a debt is still~~Any amounts owed to Dr. Kurtis at the ~~end of the term, the debt shall~~Renewal Date or upon Dr. Kurtis’ resignation or removal will be converted into common stock at a price per share equal to market price on the ~~lower price~~exchange or trading market where such stock is then traded or quoted or the ~~market value~~VWAP of ~~such~~the common stock onfor the ~~date of termination~~20-days immediately preceding the Renewal Date or ~~renewal date of~~ the ~~Director Agreement,~~Termination Date, as the case may ~~be, or~~be. The Agreement includes a non-competition provision during the ~~20-day VWAP immediately prior to the end~~term of the ~~term or renewal date. The Director~~ Agreement ~~shall automatically renew~~and for ~~successive one-year periods unless either party terminates the agreement at least 30 days prior to the end of the then current term. As of August 31, 2022, the Company has debt in the amount of $13,000~~ ~~owed to Dr. Kurtis.~~twelve months thereafter.

Leases

On October 1, 2020, the Company entered into a two-year lease agreement for its office space with USMC with a monthly rent of $1,500 (See Note 7). The lease was amended to extend the term for an additional two years to November 1, 2024 and to add an additional 700 square feet of office space for a total monthly rental price of $3,500 per month,

NOTE 1113 – CONCENTRATION OF CREDIT RISK
Cash Deposits

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 ~~August 31, 2022~~February 28, 2023 and November 30, ~~2021,~~2022, the Company had no deposits in excess of the FDIC insured limit.
22

Revenues

~~SCHEDULE OF CONCENTRATION OF CREDIT RISK~~
~~Four~~Two customers accounted for ~~99%~~100% of ~~total revenue~~purchases for the ~~nine~~three months ended ~~August 31, 2022,~~February 28, 2023, as set forth below:

SCHEDULE OF CONCENTRATION OF CREDIT RISK
Customer A 42 99 %
Customer B 29 %
~~Customer C~~ 161 %
~~Customer D~~ 12 %

~~Four customers accounted for~~The Company had ~~98%~~no ~~of total~~ revenue for the ~~nine~~three months ended ~~August 31, 2021, as set forth below:~~February 28, 2022.

~~Customer A~~23
46 %
~~Customer B~~ 24 %
~~Customer C~~ 17 %
~~Customer D~~ 11 %
Accounts Receivable

~~Three customers~~One customer accounted for ~~99%~~100% of the accounts receivable as of ~~August 31, 2022, as set forth below:~~February 28, 2023. There were no
~~Customer A~~ 54 %
~~Customer B~~ 28 %
~~Customer C~~ 17 %
~~One customer accounted for~~ ~~100%~~ ~~of the accounts receivable as of~~receivables on November 30, ~~2021.~~2022.

Vendors

~~Five~~One supplier accounted for 100% of purchases for the three months ended February 28, 2023.
Four suppliers accounted for ~~87%~~70% of purchases ~~as of August 31,~~for the three months ended February 28, 2022, as set forth below:

Vendor A 29 22 %
Vendor B 18 18 %
Vendor C 17 16 %
Vendor D ~~a related party~~ 13 %
~~Vendor E~~ 1114 %

~~Two suppliers accounted for~~ ~~88%~~ ~~of purchases as of August 31, 2021, as set forth below:~~
~~Vendor A, a related party~~ 75 %
~~Vendor B~~ 13 %
NOTE 1214 – SUBSEQUENT EVENTS

~~The~~In accordance with ASC 855, Subsequent Events, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events and transactions that occurred after February 28, 2023 through the date the condensed consolidated financial statements were filed. During this period the Company did not have any material reportable subsequent events ~~through the filing date and determined that none require disclosure herein.~~other than those stated below:

On March 20, 2023, the Company entered into a securities purchase agreement with USMC, effective March 7, 2023, pursuant to which USMC may purchase up to $1,000,000 of the Company’s 8% 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 $0.10 per share. As of the date hereof, USMC has purchased an aggregate principal amount of notes of $160,000 under the securities purchase agreement.
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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 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,~~2022, as filed with the Securities and Exchange Commission (the “SEC”) on ~~March 15, 2022,~~February 28, 2023, 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;
● 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 vendor for our minerals for our products;
● the impact of potentially losing the rights to properties;
● the impact of the increase in the price of natural resources; and
● the continued impact of the COVID-19 pandemic.

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 (“Purebase SCM”).

Business Overview

We are an industrial mineral and natural resource company that provides solutions to the agriculture and construction materials markets in the United States, through our two subsidiaries, Purebase AG, and Purebase SCM, respectively. The Company has not yet commenced mining ~~operations.~~operations and relies on US Mine LLC for its raw materials.

2425

Agricultural Sector

We develop specialized fertilizers, sun protectants, soil amendments and bio-stimulants for organic and non-organic sustainable agriculture. We have 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. We are 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.~~crops and Humic Advantage a humic acid product derived from leonardite.

Construction Sector

We ~~have been~~are developing and testing a kaolin-based product that it believes will help create a lower CO2-emitting concrete through the use of high-quality supplementary cementitious materials (“SCMs”). We are developing ~~a SCM~~SCMs for the construction material markets, particularly the cement markets that we believe 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, we believe there are significant opportunities for high-quality SCM products in the construction-materials sector.

We utilize the services of ~~US Mine Corporation (“USMC”), a Nevada corporation and a significant shareholder of the Company,~~USMC, for the development and contract mining of industrial mineral and metal projects, 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 used by the Company are obtained from properties owned or controlled by USMC.
A. Scott Dockter, the Company’s ~~Principal~~Chief Executive Officer and a director, and John Bremer, a director, are also officers, directors and owners of USMC.

Recent Developments
A settlement agreement was entered into between the Company and Agregen International Corp, Robert Hurtado, James Todd Gauer and John Gingerich, effective June 3, 2022 (the “Settlement Agreement”), and a Notice of Settlement was filed in the Second Judicial District Court in the State of Nevada, Washoe County pursuant to which, among other things, 8,669,400 shares of the Company’s common stock beneficially owned by the defendants were surrendered to the Company on August 11, 2022.
On ~~June 3, 2022,~~February 28, 2023, in ~~conjunction~~connection with the ~~Settlement Agreement~~,April 7, 2022, securities purchase agreement with USMC, a related party, the Company ~~granted Mr. Gauer an immediately exercisable option~~issued a convertible promissory note in the amount of $308,320 to ~~purchase 8,669,400 shares~~USMC, with a maturity date of ~~common stock,~~February 28, 2025 (“Tranche #9”). The note bears interest at 5% per annum which is payable on maturity. Amounts due under the ~~equivalent number of common shares surrendered to the Company, at an exercise price of $2.50.~~
~~On August 26, 2022, the Company granted immediately exercisable options to purchase an aggregate of 2,223,788~~note may be converted into shares of the Company’s common stock at ~~an exercise~~any time at the option of the noteholder, at a conversion price of ~~$0.24~~$0.39 per ~~share~~share.
On March 20, 2023, the Company entered into a securities purchase agreement with USMC, effective March 7, 2023, pursuant to ~~certain directors, consultants and employees for services provided~~which USMC may purchase up to $1,000,000 of the Company’s 8% 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 $0.10 per share. As of the date hereof, USMC has purchased an aggregate principal amount of notes of $160,000 under the securities purchase agreement.
Results of Operations
Comparison of the Three Months Ended February 28, 2023 to the ~~Company.~~Three Months Ended February 28, 2022
February 28, February 28,
2023 2022 Variance
Revenue, net $ 52,256 $ - $ 52,256

Operating Expenses:
Selling, general and administrative 5,886,870 11,200,401 (5,313,531 )
Product fulfillment 22,463 3,252 19,211
Loss from operations (5,857,077 ) (11,203,653 ) (5,346,576 )
Other income (expense) 35,401 2,007 33,394
Interest expense (9,123 ) (20,898 ) (11,775 )
Net Loss $ (5,830,799 ) $ (11,222,544 ) $ (5,391,745 )
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Revenues
Revenue increased by $52,256 for the three months ended February 28, 2023, as compared to the three months ended February 28, 2022. This increase was primarily due to an increase in purchases by the Company’s customers during the three months ended February 28, 2023.
Operating Expenses
Total operating expenses decreased by $5,346,576, or 48%, for the three months ended February 28, 2023, as compared to the three months ended February 28, 2022. Selling, general and administrative expenses decreased by $5,313,531, or 47%, for the three months ended February 28, 2023, as compared to the three months ended February 28, 2022. The decrease in selling, general and administrative expenses was primarily due to a decrease in stock-based compensation of $5,490,826 for the three months ended February 28, 2023, as compared to the three months ended February 28, 2022.
The Company continued to expense the option to purchase an aggregate of 116,000,000 shares of common stock granted to USMC on October 6, 2021 through March 2023. Thereafter, the Company no longer expenses such option which is expected to result in a decrease in stock-based operating expense.
Product fulfillment expenses increased by $19,211, or 591%, for the three months ended February 28, 2023, as compared to the three months ended February 28, 2022, primarily due to the increase in revenue during the three months ended February 28, 2023.
Other Income (Expenses)
Total other income (expense) increased by $45,169, or 239%, for the three months ended February 28, 2023, as compared to the three months ended February 28, 2022, primarily due to a gain on forgiveness of debt and accrued interest in the amount of $35,401 and a decrease in interest expense of $11,775 for the three months ended February 28, 2023 compared to the three months ended February 28, 2022.
Liquidity and Capital Resources
As of February 28, 2023, we had cash on hand of $21,423 and a working capital deficiency of $657,834, as compared to cash on hand of $19,055 and a working capital deficiency of $620,290 as of November 30, 2022. The increase in working capital deficiency is primarily a result of an increase in accounts payable and accrued expenses, which are partially offset by an increase in accounts receivable of $53,880 and a decrease in notes payable of $25,000.
The Company’s operating activities consume the majority of its cash resources. The Company anticipates that it will continue to incur operating losses as it executes its development plans for 2023, as well as other potential strategic and business development initiatives. In addition, the Company has had and expects to have negative cash flows from operations, at least into the near future. The Company has previously funded, and plans to continue funding, these losses with cash advances from USMC and the sale of equity, and convertible notes. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
Although no assurances can be given as to the Company’s ability to deliver on its revenue plans or that unforeseen expenses may arise, management currently believes that the revenue to be generated from operations together with equity and debt financing, including funding from USMC in connection with the March 23, 2022 securities purchase agreement and March 7, 2023 securities purchase agreement, will provide the necessary funding for the Company to continue as a going concern for the next twelve months.

On ~~August 30,~~February 28, 2023, in connection with the April 7, 2022 securities purchase agreement with USMC, the Company issued a ~~two-year~~ convertible promissory note in the ~~principal~~ amount of ~~$470,862~~$308,320 to ~~USMC.~~USMC, with a maturity date of February 28, 2025. The note bears interest at 5% per annum. 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 $0.39 per share.

2527

~~Results of Operations~~
~~Comparison of the Three Months Ended August 31, 2022 and the Three Months Ended August 31, 2021~~
~~A comparison of the Company’s operating results for the three months ended August 31, 2022 and August 31, 2021 are summarized as follows:~~
August 31, August 31,
2022 2021 Variance
Revenues $ 226,060 $ 338,700 $ (112,640 )
Operating expenses:
Selling, general & administrative 8,232,007 293,293 7,938,714
Product fulfillment, exploration and mining 34,329 85,343 (51,014 )
Loss from operations (8,040,276 ) (39,936 ) (8,000,340 )
Other expense (1,038 ) (42,129 ) (41,019 )
Net Loss $ (8,041,314 ) $ (82,065 ) $ (7,959,249 )
~~Revenues~~
Revenue decreased by $112,640, or 33%, for the three months ended August 31, 2022, as compared to the three months ended August 31, 2021. This was primarily due to a decrease in purchases by the Company’s customers during the three months ended May 31, 2022.
~~Operating Expenses~~
Total operating expenses increased by $7,887,700 for the three months ended August 31, 2022, as compared to the three months ended August 31, 2021, primarily as a result of an increase in stock compensation cost of $7,830,799 resulting from the Company’s issuance of stock options to US Mine, LLC, directors, consultants and employees. This increase was partially offset by a decrease of $51,014 in product fulfillment, exploration and mining expenses for the three months ended August 31, 2022.
~~Other Expense~~
Other expense decreased by $41,091, or 98%, for the three months ended August 31, 2022, as compared to the three months ended August 31, 2021, primarily due to a decrease in interest expense as a result of the Company’s conversion of convertible debt into common stock in April 2022.
~~Comparison of the Nine Months Ended August 31, 2022 and the Nine Months Ended August 31, 2021~~
~~A comparison of the Company’s operating results for the nine months ended August 31, 2022 and August 31, 2021 are summarized as follows:~~
August 31, August 31,
2022 2021 Variance
Revenues $ 454,536 $ 368,700 $ 85,836
Operating expenses:
Selling, general & administrative 27,055,218 927,080 26,128,138
Product fulfillment, exploration and mining 125,611 103,051 22,560
Loss from operations (26,726,293 ) (661,431 ) (26,064,862 )
Other expense (30,942 ) (64,977 ) 34,035
Net Loss $ (26,757,235 ) $ (726,408 ) $ (26,030,827 )
~~Revenues~~
Revenue increased by $85,836, or 23%, for the nine months ended August 31, 2022, as compared to the nine months ended August 31, 2021, primarily due to an increase in purchases from the Company’s customers during our second fiscal quarter ended May 31, 2022.
~~Operating Expenses~~
Total operating expenses increased by $26,150,698 for the nine months ended August 31, 2022, as compared to the nine months ended August 31, 2021, primarily as a result of an increase in stock compensation cost of $26,129,138 resulting from the Company’s issuance of stock options to US Mine, LLC. Product fulfillment, exploration and mining expenses for the nine months ended August 31, 2022, increased $22,569, or 22%, as compared to the nine months ended August 31, 2021 due to an increase in exploration costs.
26
~~Other Expense~~
Other expense decreased by $34,035, or 52%, for the nine months ended August 31, 2022, as compared to the nine months ended August 31, 2021, primarily due to a decrease in interest expense as a result of the Company’s conversion of convertible debt into common stock in April 2022.
~~Liquidity and Capital Resources~~
As of August 31, 2022, we had $11,782 in cash on hand and a working capital deficiency of $384,264, as compared to cash on hand of $132,209 and a working capital deficiency of $2,241,254 as of November 30, 2021. The decrease in working capital deficiency is mainly due to the conversion of notes due to USMC into an aggregate of 22,889,337 shares of common stock.
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. On ~~April 7, 2022,~~March 20, 2023, the Company entered into a securities purchase agreement with USMC, ~~a related party,~~effective March 7, 2023, pursuant to which ~~the Company~~USMC may ~~issue~~purchase up to ~~an aggregate of~~ $1,000,000 of the Company’s 8% unsecured convertible two-year ~~convertible~~ promissory notes ~~to USMC, a related party.~~in one or more closings. The ~~notes bear interest at 5% per annum and any outstanding principal or interest under the~~ notes are convertible into ~~shares of~~ the Company’s common stock at ~~any time at the option of the holder, at~~ a conversion price of ~~$0.39~~$0.10 per share. ~~Currently,~~
Going Concern
The unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q have been prepared assuming that the Company will continue as a going concern. The Company has ~~issued $470,862~~accumulated losses from inception through February 28, 2023, of ~~convertible notes under such securities purchase agreement~~$59,474,448, as well as negative cash flows from operating activities and ~~may issue an~~a working capital deficiency. During the three months ended February 28, 2023, the Company received net cash proceeds of $300,000 from USMC. Additionally, USMC paid $8,320 to vendors on behalf of the Company during the three months ended February 28, 2023. The Company does not have sufficient cash to meet its obligations in the twelve months following the date of this Quarterly Report if it does not generate additional ~~$529,138 of convertible notes. However, there~~revenue and obtain equity and debt financing from USMC or other third parties. There currently are no other arrangements or agreements for financing, and ~~management cannot guarantee~~there can be no assurances that any other potential debt or equity financing will be available, or if available, on favorable terms. ~~Furthermore, additional equity financing may dilute the stock ownership of current shareholders while debt financing may subject the Company to restrictions on its operations and corporate actions.~~ As such, these matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issue date of this report. If adequate funds are not available on acceptable terms, or at all, the Company will need to curtail operations, or cease operations completely.

~~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 August 31, 2022 of $47,818,460, as well as negative cash flows from operating activities. During the nine months ended August 31, 2022, the Company received net cash proceeds of $620,000 from USMC, an affiliated entity. Additionally, USMC paid $6,296 to vendors on behalf of the Company during the nine months ended August 31, 2022. Presently the Company does not have sufficient cash to meet its 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.

27
Working Capital Deficiency
~~Our working capital deficiency as of August 31, 2022, in comparison to our working capital deficiency as of November 30, 2021, is summarized as follows:~~
August 31, November 30, February 28, November 30,
2022 2021 2023 2022
Current assets $ 227,500 $ 138,903 $ 78,260 $ 23,786
Current liabilities 611,764 2,380,157 736,094 644,076
Working capital deficiency $ (384,264 ) $ (2,241,254 ) $ (657,834 ) $ (620,290 )

The ~~$88,597, or 64%,~~ increase in current assets is primarily due to anthe increase of accounts receivable of $53,880. The increase in current liabilities is primarily a result of the increase in accounts ~~receivable~~payable and accrued expenses of $207,809, partially offset by a decrease in cash of $120,527. Current liabilities decreased $1,768,393, or 74%, during the nine months ended August 31, 2022, as compared to the nine months ended August 31, 2021, primarily due to a decrease in convertible notes payable of $963,671 and a decrease of amounts due to affiliated entities of $729,059 during the nine months ended August 31, 2022.$120,528.

Cash Flows

Nine Months Ended
Three Months Ended
February 28,

August 31,
2022 August 31,
2021 2023 2022
Net cash used in operating activities $ (720,527 ) $ (935,034 ) $ (287,632 ) $ (239,544 )
Net cash provided by investing activities - -
Net cash provided by financing activities 600,000 940,361 290,000 118,000
Increase or (decrease) in cash $ (120,527 ) $ 5,327
Increase (decrease) in cash $ 2,368 $ (121,544 )

Operating Activities

Net cash used in operating activities was ~~$720,527~~$287,632 for the ~~nine~~three months ended ~~August 31, 2022, as compared to $935,034 for the same period ended August 31, 2021. The increase was~~February 28, 2023, primarily due to a ~~decrease~~net loss of $5,830,799, which primarily consisted of a non-cash expense of $5,485,013 related to stock-based compensation cost and an increase of $53,880 in accounts receivable, ~~of $160,891 and~~which was partially offset by an increase of $139,249 in accounts ~~payable~~payable.
Net cash used in operating activities was $239,544 for the three 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 ~~accrued expenses~~professional fees of ~~$44,003.~~$88,320, which was partially offset by an increase of $36,455 in accounts payable.
28
Investing Activities
There were no investing activities during the three months ended February 28, 2023 and February 28, 2022.

Financing Activities

~~Net~~For the three months ended February 28, 2023, net cash provided by financing activities was ~~$600,000 for the nine months ended August 31, 2022, as compared to $940,361 for the same period ended August 31, 2021. The increase was primarily due to a decrease in advances of $359,461~~$290,000, with $300,000 being an advance to the Company by USMC and subsequently exchanged into a convertible note.
For the three months ended February 28, 2022, net cash provided by financing activities was $118,000, which was ~~partially offset~~advanced to the Company by ~~a decrease~~USMC and recorded as part of ~~$19,100 of payments on notes~~ due to ~~officers.~~affiliated entities on the balance sheet.

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 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,~~2022, as filed with the SEC on ~~March 15, 2022.~~February 28, 2023.

Recently Adopted Accounting Pronouncements

Our recently adopted accounting pronouncements are more fully described in Note 23 to our unaudited condensed consolidated financial statements included in this Quarterly Report.
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

28
We maintain disclosure controls and procedures (as that term is defined in Rules ~~13a-15(e)~~13a-15I 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 ~~August 31, 2022~~February 28, 2023 due to the material weaknesses in internal control over financial reporting described below.

29
Material Weaknesses in Internal Control over Financial Reporting

A material weakness, as defined in the standards established by ~~the~~ Sarbanes-Oxley 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 risk assessment procedures on internal controls to detect financial reporting risks on a timely manner; and
● Lack of personnel with U.S. GAAP experience including a chief financial officer.
Management’s Plan to Remediate the Material Weakness

Management has been implementing and continues to implement measures designed to ensure that control deficiencies contributing to the material weakness are remediated, such that these controls are designed, implemented, and operating effectively. The remediation actions include:

● 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.

We have engaged a third-party financial operations consulting firm to assist with the preparation of SEC reporting.
Management will continue to monitor and evaluate the effectiveness of our internal controls and procedures 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 have been no changes in our internal ~~control~~controls over financial reporting that occurred during the first quarter ended ~~August 31, 2022~~February 28, 2023 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
2930

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
Except as described below, there are no material pending legal proceedings in which we or any of our subsidiaries is a party or in which any director, officer or affiliate of ours, any owner of record or beneficially of more than 5% of any class of our voting securities, or security holder is a party adverse to us or has a material interest adverse to us.
On July 8, 2020, the Company’s former Chief Financial Officer, Al Calvanico (“Calvanico”), filed a demand for arbitration alleging retaliation, wrongful termination, and demand for a minimum 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, 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~~The binding arbitration concluded on February 3, 2023. The arbitrator’s decision is ~~currently in the arbitration discovery phase. An arbitration hearing is scheduled for January 10 - 13, 2023,before arbitrator, Scott Silverman in Los Angeles.~~
On January 11, 2019, the Company filed a complaint in the Second Judicial District Court in the State of Nevada, 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 Vice President 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. On March 14, 2019, Agregen and Mr. Hurtado filed an answer to the Company’s Complaint that the allegations were false. On March 13, 2020, the Company filed a First Amended Complaint, adding James Todd Gauer and John Gingerich as additional defendants. A settlement agreement was entered into between the parties, effectivedue June 3, 2022 (the “Settlement Agreement”) and a Notice of Settlement was filed in the District Court pursuant to which, among other things, certain shares of the Company’s common stock beneficially owned by the defendants will be surrendered to the Company. The lawsuit was fully settled and dismissed on August 9, 2022.30, 2023.

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.~~$400,000 and, although the Company is vigorously defending such claims and believes that there is little to no risk of liability, it has accrued $400,000 for such risk. The Company filed its answer on May 6, 2019, denying responsibility for the mislabeling and denying any liability for damages therefrom. The matter is set for trial in ~~April~~May 2023.

ITEM 1A. RISK FACTORS

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

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES

~~Except as set forth below, there~~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 June 3, 2022, pursuant to the Settlement Agreement, the Company granted Mr. Gauer an immediately exercisable option to purchase 8,669,400 shares of common stock at an exercise price of $2.50.~~
30
On July 7, 2022, the Company issued an aggregate of 23,741,655 shares of its common stock to USMC pursuant to USMC’s conversion of $2,464,262 of principal amount and $108,909 of accrued interest under convertible promissory notes.
On August 26, 2022, the Company granted immediately exercisable options to purchase an aggregate of 2,223,788 shares of the Company’s common stock at an exercise price of $0.24 per share to certain directors, consultants and employees for services provided to the Company.
The above issuance did not involve any underwriters, underwriting discounts or commissions, or any public offering and we believe are exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof.
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.
31

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
3132
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~~
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: ~~October 13, 2022~~April 12, 2023
3233

	Shares		Amount		Shares			Amount			Capital		Deficit			Deficit
											Additional
	Preferred Stock				Common Stock						Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares			Amount			Capital		Deficit			Deficit
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	$	(32,283,768	)	$	(2,458,190	)

Balance at November 30, 2022		-	$	-		230,753,005		$	160,350		$	52,910,839	$	(53,643,649	)	$	(572,460	)

Stock based compensation - shares		-		-		-			-			5,485,013		-			5,485,013

Settlement share surrender		-		-		(300,000	)		(300	)		300		-			-

Net loss		-		-		-			-			-		(5,830,799	)		(5,830,799	)

Balance as of February 28, 2023		-	$	-		230,453,005		$	160,050		$	58,396,152	$	(59,474,448	)	$	(918,246	)

	●	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 606 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 provided 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 1:		Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.

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.


	Nine Months Ended				Three Months Ended,
	August 31,2022		August 31,2021		February 28, 2023		February 28, 2022

Convertible Notes		1,398,498		129,117,358		2,753,278		6,250,000
Stock Options		62,018,787		1,595,000		128,688,187		1,595,000
Total		63,417,285		130,712,358		131,441,465		7,845,000


	Three Months Ended
	August 31, 2022		August 31, 2021

Convertible Notes		1,398,498		129,117,358
Stock Options		62,018,787		1,595,000
Total		63,417,285		130,712,358

	February 28, 2023			November 30, 2022

Furniture and equipment	$	6,952		$	6,952
Machinery and equipment		35,151			35,151
Automobiles and trucks		25,061			25,061
Construction in process		620,000			620,000
Property and equipment, gross		687,164			687,164
Less: accumulated depreciation		(67,164	)		(67,164	)
Property and equipment, net	$	620,000		$	620,000

	Three Months Ended February 28, 2023
Lease cost
Operating lease cost (cost resulting from lease payments)	$	10,500
Short term lease cost		-
Sublease income		-
Net lease cost	$	10,500

Operating lease – operating cash flows (fixed payments)	$	10,500
Operating lease – operating cash flows (liability reduction)	$	9,538
Non-current leases – right of use assets	$	69,649
Current liabilities – operating lease liabilities	$	39,372
Non-current liabilities – operating lease liabilities	$	30,852

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

Operating lease – operating cash flows (fixed payments)	$	4,500
Operating lease – operating cash flows (liability reduction)	$	4,107
Non-current leases – right of use assets	$	28,434
Current liabilities – operating lease liabilities	$	15,504
Non-current liabilities – operating lease liabilities	$	13,223

Fiscal Year	Operating Leases
Remainder of 2023	$	42,000
2024		31,500
Total future minimum lease payments		73,500
Amount representing interest		(3,276	)
Present value of net future minimum lease payments	$	70,224


	As of August 31,2022		As of November 30, 2021

Accounts payable	$	46,084	$	2,647
Accrued interest – related party		50,460		126,806
Accrued compensation		18,523		27,163
Accounts payable and accrued expenses	$	115,067	$	156,616

	Nine Months Ended August 31, 2021
Lease cost
Operating lease cost (cost resulting from lease payments)	$	13,500
Short term lease cost		-
Sublease income		-
Net lease cost	$	13,500

Operating lease – operating cash flows (fixed payments)	$	13,500
Operating lease – operating cash flows (liability reduction)	$	12,475
Non-current leases – right of use assets	$	19,904
Current liabilities – operating lease liabilities	$	17,377
Non-current liabilities – operating lease liabilities	$	2,981

Fiscal Year	Operating Leases
Remainder of 2022	$	3,000
Total future minimum lease payments		3,000
Amount representing interest		19
Present value of net future minimum lease payments	$	2,981

Date	Number of Options		Stock Price		Strike Price		Expected Volatility			Risk-free Interest Rate			Dividend Rate			Expected Term	Fair Value
Grant Date																			Number of Options		Stock Price		Exercise Price		Expected Volatility			Risk-free Interest Rate			Dividend Rate			Expected Term	Fair Value
4/8/2021																				250,000	$	0.15	$	0.10		281.00	%		0.85	%		0.00	%	2.50 years	$	36,708
8/13/2021																				200,000	$	0.46	$	0.36		266.00	%		0.79	%		0.00	%	3.50 years	$	90,944
10/6/2021																				116,000,000	$	0.38	$	0.38		278.00	%		1.26	%		0.00	%	3.88 years	$	43,808,780
6/3/2022		8,699,400	$	0.22	$	2.50		274.50	%		2.95	%		0.00	%	3.5 years	$	1,856,151		8,669,400	$	0.22	$	2.50		274.50	%		2.95	%		0.00	%	3.5 years	$	1,856,151
8/26/2022		1,734,615	$	0.24	$	0.24		269.24	%		3.20	%		0.00	%	3.5 years	$	411,668		1,734,615	$	0.24	$	0.24		269.24	%		3.20	%		0.00	%	3.5 years	$	411,668
8/26/2022		242,424	$	0.24	$	0.24		276.76	%		3.20	%		0.00	%	3.0 years	$	57,264		242,424	$	0.24	$	0.24		276.76	%		3.20	%		0.00	%	3.0 years	$	57,264
8/26/2022		246,748	$	0.24	$	0.24		207.37	%		3.20	%		0.00	%	2.5 years	$	53,479		246,748	$	0.24	$	0.24		207.37	%		3.20	%		0.00	%	2.5 years	$	53,479

			Weighted				Weighted
			Average		Number		Average
	Shares		Exercise Price		of Shares		Exercise Price
Outstanding at November 30, 2021		117,795,000	$	0.39		117,795,000	$	0.39
Granted		10,893,188		2.04		-		-
Exercised		-		-		-		-
Expired or cancelled		-		-		-		-
Outstanding at August 31, 2022		128,688,187		0.53
Outstanding at February 28, 2022						117,795,000		0.39

Outstanding at November 30, 2022						128,688,187	$	0.53
Granted						-		-
Exercised						-		-
Expired or cancelled						-		-
Outstanding at February 28, 2023						128,688,187	$	0.53

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

$	0.099		400,000		1.89	$	0.099		400,000
	0.10		645,000		3.03		0.10		645,000
	0.12		50,000		6.07		0.12		50,000
	0.24		2,223,787		4.66		0.24		2,223,787
	0.36		200,000		3.95		0.36		200,000
	0.38		116,000,000		6.09		0.38		58,000,000
	2.50		8,669,400		4.76		2.50		8,669,400
	3.00		500,000		3.50		3.00		500,000
			128,688,187		5.93	$	0.39		70,688,187

Customer A	42		99	%
Customer B	29	%
~~Customer C~~	161	%
~~Customer D~~	12	%

Vendor A	29		22	%
Vendor B	18		18	%
Vendor C	17		16	%
Vendor D ~~a related party~~	13	%
~~Vendor E~~	1114	%

●	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;
●	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 vendor for our minerals for our products;
●	the impact of potentially losing the rights to properties;
●	the impact of the increase in the price of natural resources; and
●	the continued impact of the COVID-19 pandemic.

	August 31,			August 31,
	2022			2021			Variance
Revenues	$	226,060		$	338,700		$	(112,640	)
Operating expenses:
Selling, general & administrative		8,232,007			293,293			7,938,714
Product fulfillment, exploration and mining		34,329			85,343			(51,014	)
Loss from operations		(8,040,276	)		(39,936	)		(8,000,340	)
Other expense		(1,038	)		(42,129	)		(41,019	)
Net Loss	$	(8,041,314	)	$	(82,065	)	$	(7,959,249	)

	Nine Months Ended						Three Months Ended February 28,
	August 31, 2022			August 31, 2021			2023			2022
Net cash used in operating activities	$	(720,527	)	$	(935,034	)	$	(287,632	)	$	(239,544	)
Net cash provided by investing activities								-			-
Net cash provided by financing activities		600,000			940,361			290,000			118,000
Increase or (decrease) in cash	$	(120,527	)	$	5,327
Increase (decrease) in cash							$	2,368		$	(121,544	)

●	Inadequate segregation of duties consistent with control objectives;
●	Lack of formal policies and procedures;
●	Lack of risk assessment procedures on internal controls to detect financial reporting risks on a timely manner; and
●	Lack of personnel with U.S. GAAP experience including a chief financial officer.

●	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

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:	~~October 13, 2022~~April 12, 2023