Purebase Corp SEC Filings

Purebase Corporation disclosed that its board has set the annual compensation for newly appointed Chief Financial Officer Dr. Amy T. Clemens at $150,000. The compensation will be paid according to the company’s regular payroll practices. Dr. Clemens was appointed CFO on June 4, 2026, and the pay decision followed on June 17, 2026.

Purebase Corporation appointed Dr. Amy T. Clemens as Chief Financial Officer, effective June 5, 2026. The board approved her appointment on June 4, 2026. She previously served as Purebase’s CFO from February 2014 to April 2016 and has been co-owner, CFO and COO of OPTEC Solutions LLC since January 2008.

The company states her appointment is not tied to any arrangement or understanding with other parties, and she has no family relationships with current directors or executives. She provided administrative services to Purebase from February through April 2026 for aggregate compensation of $25,000. Purebase furnished a press release announcing her return as Exhibit 99.1.

Purebase Corporation entered into a binding Memorandum of Understanding with CoreTer LLC on May 26, 2026. Purebase will be entitled to 20% of the net proceeds that CoreTer receives under an Exclusive Mining Option and Development Agreement with Dexter Mining LLC.

In exchange, Purebase will waive any requirement that CEO and director A. Scott Dockter present to the company certain related corporate opportunities, as CoreTer is owned and managed by him. The company’s right to these proceeds can end upon a change of control at Purebase, Mr. Dockter’s removal from his roles, or if US Mine Corp. does not release specified Purebase common shares to Mr. Dockter from escrow. The arrangement is also conditioned on the parties entering into a definitive asset transfer agreement.

Purebase Corp director and CEO A. Scott Dockter reported significant equity-related changes involving CoreTer, LLC, an entity he owns and manages. On May 8, 2026, a convertible note with principal of $1,000,000 and a conversion price of $0.0200 per share was fully converted into 50,311,184 shares of Purebase common stock held indirectly "By company".

In a related restructuring, 22,526,655 additional shares of common stock at $0.0200 per share were issued to CoreTer under a Line of Credit dated February 27, 2026 and its related convertible promissory note, and as reimbursement for $453,957.14 in expenses paid on Purebase’s behalf. Following these transactions, Dockter’s indirect holdings through the company totaled 72,837,839 shares, alongside 36,643,795 shares held directly, highlighting a substantial equity position built primarily via debt conversion and expense reimbursement rather than open-market buying or selling.

PureBase Corp’s major shareholder A. Scott Dockter updated his ownership after a debt-for-equity conversion and expense reimbursement. He now beneficially owns 109,481,634 shares of common stock, representing 39.4% of the company’s 277,968,151 shares outstanding as of April 14, 2026.

Through CoreTer, LLC, Dockter converted $1,013,870.97 of principal and interest under an 8% unsecured convertible note into 50,311,184 shares at $0.02 per share, eliminating all remaining principal and accrued interest. CoreTer also received 22,526,655 shares at the same price as reimbursement for $453,957.14 of company expenses it had paid.

Dockter holds 36,643,795 shares with sole voting and dispositive power and may be deemed to share voting and dispositive power over 72,837,839 shares held by CoreTer. A prior line of credit agreement allows the issuer to borrow up to $1,000,000 from CoreTer until February 27, 2027 under the note’s terms.

On May 8, 2026, Purebase Corporation issued 50,311,184 shares of common stock to CoreTer, LLC in exchange for an aggregate loan of $1,013,870.97 under a convertible promissory note tied to a line of credit agreement. The company also issued an additional 22,526,655 shares of common stock to CoreTer as reimbursement for approximately $453,957 of operating expenses that CoreTer paid on Purebase’s behalf. All of these share issuances were made as unregistered sales of equity securities under Section 4(a)(2) of the Securities Act, and CoreTer is owned and managed by A. Scott Dockter, Purebase’s Chief Executive Officer.

Purebase Corporation reported a leadership change, stating that Chief Financial Officer Stephen Gillings had his employment terminated on April 17, 2026. This change affects the company’s senior financial management, as disclosed under the item covering departures of certain officers.

Purebase Corporation reported another quarterly loss and raised substantial doubt about its ability to continue as a going concern. For the three months ended February 28, 2026, the company generated no revenue and recorded a net loss of $347,047, narrowing from $452,688 a year earlier as operating expenses declined.

Cash increased to $111,629, but Purebase’s working capital deficiency widened to $1,439,631. The business relied heavily on debt financing, including a high-cost bridge loan and a new related-party convertible line of credit of up to $1,000,000, of which $771,302 had been drawn. Management plans to focus on agricultural products, has exited its cementitious materials initiative, and expects continued operating losses and negative operating cash flow while pursuing additional bridge loans and equity or debt financing.

Purebase Corporation notified the SEC that it cannot timely file its Quarterly Report on Form 10-Q for the quarter ended February 28, 2026 by the prescribed due date of April 14, 2026 because it needs additional time to finalize certain disclosures. The company estimates net loss will decrease by approximately $105,000. It estimates operating expenses will decrease by approximately $187,000—including a $91,000 decrease in wages and related expenses and a $72,000 decrease in professional fees. The company expects other expenses to increase by approximately $82,000, primarily from a $112,000 increase in interest expense due to debt discount expense, partially offset by a $30,000 decrease in related‑party interest expense.