PureBase (OTC: PUBC) posts 2025 loss and flags going concern risk
Rhea-AI Filing Summary
PureBase Corporation reports another challenging year, with 2025 revenue of $285,435 and a net loss of $2,279,704, widening from 2024. The company focuses on mineral-based agricultural products such as PureBase Shade Advantage WP and Humic Advantage, distributed through major ag retailers.
The auditor raised substantial doubt about PureBase’s ability to continue as a going concern, citing an accumulated deficit of $66,488,227, a working capital deficit of $1,104,359, and negative operating cash flow of $1,111,833. As of November 30, 2025, cash stood at $5,304 against current liabilities of $1,153,690.
Historic funding from related party US Mine Corporation has ended, and PureBase is now relying on bridge loans and a $1,000,000 convertible line of credit from related-party CoreTer LLC, of which $532,756 has been drawn. The company has exited its low-CO2 cement additives initiative, cancelling rights to 100,000,000 tons of SCM feedstock and a 116,000,000-share option, to concentrate on higher-margin agriculture.
Positive
- None.
Negative
- Going concern risk and widening losses: The auditor expressed substantial doubt about PureBase’s ability to continue as a going concern, with a 2025 net loss of $2,279,704, an accumulated deficit of $66,488,227, negative operating cash flow of $1,111,833, and a working capital deficit of $1,104,359.
- Reliance on related-party and short-term financing: Historic funding from US Mine Corporation has ended, and PureBase now depends on bridge loans and a related-party $1,000,000 convertible credit line from CoreTer LLC, heightening refinancing and governance risk if additional capital cannot be secured.
Insights
PureBase shows deepening losses, going concern risk, and heavy reliance on related-party financing.
PureBase generated modest 2025 revenue of $285,435 but recorded a larger net loss of $2,279,704 and negative operating cash flow of $1,111,833. The balance sheet is weak, with cash of only $5,304 and a working capital deficit of $1,104,359 as of November 30, 2025.
The independent auditor explicitly highlighted substantial doubt about the company’s ability to continue as a going concern, given its accumulated deficit of $66,488,227 and dependence on external funding. Historic support from related party US Mine Corporation has stopped, pushing PureBase toward bridge loans and a $1,000,000 related-party convertible credit line, with $532,756 already drawn by the filing date.
Strategically, PureBase has abandoned its supplementary cementitious materials initiative, wrote off its SCM pilot plant, and cancelled rights tied to 100,000,000 tons of SCM and a 116,000,000-share option, choosing to focus on agricultural products. Future filings will clarify whether the agricultural pivot and distributor relationships can materially improve revenue and reduce the reliance on short-term and related-party debt.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For
the Fiscal Year Ended
or
For the transition period from __________________________ to __________________________
Commission
file number
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The
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As of March 18, 2026, there were shares of the registrant’s common stock outstanding.
TABLE OF CONTENTS
| Page | |
| PART I | |
| ITEM 1. BUSINESS | 3 |
| ITEM 1A. RISK FACTORS | 8 |
| ITEM 1B. UNRESOLVED STAFF COMMENTS | 17 |
| ITEM 1C. CYBERSECURITY | 17 |
| ITEM 2. PROPERTIES | 17 |
| ITEM 3. LEGAL PROCEEDINGS | 18 |
| ITEM 4. MINE SAFETY DISCLOSURES | 18 |
| PART II | |
| ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 19 |
| ITEM 6. [RESERVED] | 21 |
| ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 22 |
| ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 29 |
| ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 29 |
| ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 29 |
| ITEM 9A. CONTROLS AND PROCEDURES | 29 |
| ITEM 9B. OTHER INFORMATION | 30 |
| ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 30 |
| PART III | |
| ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 31 |
| ITEM 11. EXECUTIVE COMPENSATION | 36 |
| ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 36 |
| ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 38 |
| ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES | 42 |
| PART IV | |
| ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES | 43 |
| ITEM 16. FORM 10-K SUMMARY | 44 |
| SIGNATURES | 45 |
| 2 |
PART I
ITEM 1. BUSINESS
Forward-Looking Statements
This Annual Report on Form 10-K includes forward-looking statements that reflect management’s current views with respect to future events and financial performance. Forward-looking statements are projections 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. Those 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. 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 in the section entitled “Risk Factors” 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 by these forward-looking statements.
We undertake no obligation to update or revise forward-looking statements except as required by law.
As used in this Annual Report on Form 10-K 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 AM”).
Corporate History
The Company was incorporated in the State of Nevada on March 2, 2010, under the name Port of Call Online, Inc. to create a web-based service that would offer boaters an easy, convenient, fun, easy to use, online resource to help plan and organize their boating trips. Pursuant to a corporate reorganization consummated on December 23, 2014, the Company changed its business focus to the identification, acquisition, development and full-scale exploitation of industrial and natural mineral properties in the United States for the development of products for the construction and agriculture markets. In line with this business focus, the Company changed its name to PureBase Corporation in January 2015.
The Company is headquartered in Sutter Creek, California.
Business Overview
We are a natural resource company providing solutions to the agriculture markets in the United States through our two subsidiaries, Purebase AG and Purebase AM.
Until June 2025, we utilized 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 minerals. John Bremer, a director, is also an officer, director, and significant owner of USMC. In addition, until June 2025, a substantial portion of the minerals used by us were obtained from properties owned or controlled by US Mine, LLC, a California limited liability company. Mr. Bremer is also a significant owner of US Mine, LLC.
On June 18, 2025, we entered into a master agreement (the “Master Agreement”) with USMC, US Copper LLC, a Nevada limited liability company (“US Copper LLC”), and US Mine LLC and, together with USMC and US Copper LLC, the “US Mine Entities”), pursuant to which mining rights US Mine LLC granted to us to purchase up to 100,000,000 tons of metakaolin supplementary cementitious materials from properties owned by US Mine LLC and US Mine LLC’s stock option to purchase up to 116,000,000 shares of our common stock at an exercise price of $0.38 per share which were granted pursuant to our Materials Extraction Agreement with US Mine LLC, dated May 27, 2021, as amended on October 6, 2021, and further amended on November 1, 2023, were cancelled.
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Agricultural Sector
We develop specialized fertilizers, sun protectants, soil amendments and bio-stimulants for organic and non-organic sustainable agriculture. We have developed 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 our Purebase Shade Advantage WP product, a kaolin-clay based sun protectant for crops and Humic Advantage a humic acid product derived from leonardite.
PureBase Shade Advantage WP
Shade Advantage WP is a natural mineral plant protectant that reduces sunburn damage to plant tissue (including fruits, such as watermelons, citrus, tomatoes, apples and cherries and walnuts) exposed to UV and infrared radiation through the absorption and dissipation of ultraviolet and infrared radiation, which protects and reduces the stress on plants.
The anticipated benefits of this product include:
| ● | Adherences to plant tissue, fruit, and wood bark without the need for surfactants (stickers) | |
| ● | Protection against sunburn of plant tissue and sun scalding of fruits, nuts, and vegetables | |
| ● | Designed for application on organic and sustainable crops | |
| ● | When sprayed on dormant trees, Shade Advantage WP has the potential of mitigating weather induced dormancy interference. |
Shade Advantage WP is available in 25 lb. bags.
Humic Advantage
The Company sold its first batch of humic acid to a produce grower in Arizona in April 2022.Humic Advantage is a humic acid product derived from leonardite, locally sourced in Ione, California. Humic acid is a group of molecules heterogenous in nature, consisting of both aliphatic and aromatic carbons. We believe that humic acids are an important medium for soil health, water retention, and positive interactions with the soil microbiome. Humic acids can act as a chelator, interacting with other molecules in the soil profile, leading to a decrease in the leaching of metals and nutrients in some cases. Furthermore, some scientific publications have shown that the application of humic acid can increase plant dry mass, particularly in forage crops, due to increases in root matter and nodulation.
Industry Overview
The overview below shows the size and scope of the crops that could potentially use products that we develop:
California’s Top 10 Agricultural Commodities in 2024
According to the California Department of Food and Agriculture (“CDFA”), California’s agricultural abundance includes more than 400 commodities and over a third of the country’s vegetables and nearly three-quarters of the country’s fruits and nuts are grown in California. California’s top-10 valued commodities for the 2024 crop year are:
| ● | Dairy Products, Milk — $8.61 billion | |
| ● | Almonds — $5.66 billion | |
| ● | Grapes — $5.64 billion | |
| ● | Cattle and Calves — $4.98 billion | |
| ● | Lettuce — $3.67 billion | |
| ● | Strawberries — $3.46 billion | |
| ● | Pistachios — $2.05 billion | |
| ● | Tomatoes — $1.64 billion | |
| ● | Carrots — $1.57 billion | |
| ● | Broilers — $1.37 billion |
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According to the CDFA, in 2024 California’s farms and ranches received $61.2 billion in cash receipts for their output. This represents a 3.6% increase in cash receipts compared to the previous year.
According to the CDFA, California agricultural exports totaled $22.4 billion in 2023, a decrease of 5.9% from 2022. Top commodities for export included almonds, dairy and dairy products, pistachios, walnuts and wine. California’s agricultural export statistics are produced by the University of California, Davis, Agricultural Issues Center. California organic product sales totaled $11.8 billion in 2023, an increase of 6.3% from the prior year, according to the CDFA. Organic production encompasses over 1.78 million acres in the state and California is the only state in the U.S. with a United States Department of Agriculture (“USDA”) National Organic Program according to the CDFA.
In 2024, as per the USDA, the estimated number of farms in the U.S. were 1,880,000, representing a decline of 14,950 farms from 2022. The total land in farms decreased by 2,100,000 acres in the same period. We believe that this decline will drive farmers to improve crop yields within more limited space. We believe that humic acid can improve yield rates by enhancing soil texture, nutrient buffering capacity, water retention characteristics, and plant growth by enabling efficient uptake of nutrients from soil. We believe that humic acid aids in fighting soil erosion by increasing the ability of soil colloids to combine and by enhancing root system and plant development and can also reduce water salination issues raised in the use of water-soluble mineral fertilizers.
According to the latest research report by Global Market Insights Inc., the North America Humic Acid Market was estimated at $391 million in 2024 and is poised to reach around $1.31 billion by 2034, which is an approximately 12.9% CAGR from 2025 to 2034. Propelled by widespread application of humic acid as fertilizer in agricultural production, the fertilizer use segment is expected to grow from an estimated $255 million in 2025 at around 13.4% CAGR over the analysis timeline. Humic acid offers several benefits, including better efficiency, enhanced soil health, and improved crop quality and yields, which is anticipated to fuel segmental progress in the forthcoming years.
Distribution
We distribute Shade Advantage WP through several large agricultural distribution companies and co-ops including Helena Agri-Enterprises, LLC, Brandt, and Aligned Ag Distributors. Through this network of distribution companies, our products reach farmers and growers in the agricultural industry. We also private label the Crop White II product for Brandt. The Company no longer produces the SulFe Hume Si product.
Competition in the Agricultural Sector
Major competitors with our agricultural products include:
| ● | PureShade with Calcium Carbonate: manufactured by Novasource, a division of Tessenderlo Kerley, Inc. |
| ● | Surround: A kaolin-clay-based sun protectant manufactured by Novasource, a division of Tessenderlo Kerley, Inc. |
| ● | BioFlora: a comprehensive agricultural products company based in Arizona. |
| ● | Mesa Verde Humates, a division of Bio Huma Netics, a manufacturer of humate-based products based in New Mexico. |
| ● | The Andersons Humic Solutions: A humic based products mining and manufacturing firm focused in the US Midwest, which produces highly competitive organic products which are sold and distributed throughout the United States. |
| ● | Wilbur Ellis: one of the largest family-owned agricultural companies in the world. |
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Agricultural Products Certifications
All sales of agricultural products have to be registered in order to be sold, distributed and/or applied in farming operations. Standards for registration are set and regulated by the USDA at the federal level. All state agencies must also comply with federal guidelines. There are guidelines for the registration and labelling of the products for agriculture use, some of which are federal, others are State. Our organic product, PureBase Shade Advantage WP, must meet several additional qualifications in order to become registered.
In California, for example, the task of regulating the registration processes is carried out by the CDFA. There are some activities within the regulatory process that are executed by recognized and licensed private entities such as chemical laboratories and certifying laboratories. In some instances, in accordance with various international treaties, some of bilateral and some by regional structures (European Union, etc.) and some governmental and private organizations are recognized and licensed to play particular roles in certifying and/or in the certifying processes.
Currently we have one product fully registered as an organic plant protectant, PureBase Shade Advantage WP. The WP stands for Wettable Powder which means the powder goes into suspension when mixed with water. We have registration certificates for this product in several states including California and Washington. Our product is currently registered in the US and California as an agricultural product.
Our newest product, Humic Advantage, has received an Organic Materials Review Institute certification and is currently approved for sale in Arizona and is under review with the CDFA for approval to sell Humic Advantage in California as a soil amendment.
Construction Sector
We had been developing and testing a kaolin-based product that we believed would help create a lower CO2-emitting concrete through the use of high-quality supplementary cementitious materials (“SCMs”). We were developing SCMs for the construction material markets, particularly the cement markets that we believed could 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 believed there were significant opportunities for high-quality SCM products in the construction-materials sector.
The Company has decided that it will no longer develop and pursue the SCM market. The Company has decided to instead further develop and expand its presence in the agricultural sector, as it believes that it can achieve higher margins in that sector and that construction of an SCM plant would take approximately two years.
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Government Controls and Regulations
Natural resource exploration, mining and processing operations are subject to various federal, state and local laws and regulations governing prospecting, exploration, development, production, labor standards, occupational health, mine safety, control of toxic substances, and other matters involving environmental protection and employment. United States environmental protection laws address the maintenance of air and water quality standards, the preservation of threatened and endangered species of wildlife and vegetation, the preservation of certain archaeological sites, reclamation, and limitations on the generation, transportation, storage and disposal of solid and hazardous wastes, among other things. There can be no assurance that all the required permits and governmental approvals necessary for any mining project with which we may be associated can be obtained on a timely basis, or maintained in good standing. Delays in obtaining or failure to obtain necessary government permits and approvals may adversely impact our operations. The regulatory environment in which we operate could change in ways that would substantially increase costs to achieve compliance. In addition, significant changes in regulations could have a material adverse effect on our operations and ability to timely and effectively implement our drilling/mapping programs and develop our mining properties.
The following governmental controls and regulations materially affect the mining properties we, or our third-party mineral suppliers, will seek to explore and develop.
Federal Regulation of Mining Activity
Mining operations are subject to numerous federal, state and local laws and regulations. At the federal level, mining properties are subject to inspection and regulation by the Division of Mine Safety and Health Administration of the Department of Labor (“MSHA”) under provisions of the Federal Mine Safety and Health Act of 1977. The Occupation and Safety Health Administration (“OSHA”) also has jurisdiction over certain safety and health standards not covered by MSHA. Mining operations and all proposed exploration and development will require a variety of permits. In addition, any mining operations occurring on federal property are subject to regulation and inspection by the Bureau of Land Management (“BLM”).
The Federal Land Policy and Management Act (1976) established the BLM’s multiple-use mandate to manage the public lands “in a manner that will protect the quality of scientific, scenic, historical, ecological, environmental, air and atmospheric, water resource, and archeological values; that, where appropriate, will preserve and protect certain public lands in their natural condition”. The Lands, Minerals & Water Rights branch coordinates with BLM planning and resource specialists to manage surface resources, minerals and water rights to ensure that authorized uses of public lands.
Mining Environmental Regulations
While we are not at present engaged in mining activities, such activities, including drilling, mapping and development and production activities are subject to environmental laws, policies and regulations. These laws, policies and regulations affect, among other matters, emissions to the air, discharges to water, management of waste, management of hazardous substances, protection of natural resources, protection of endangered species, protection of antiquities and reclamation of mined land. Legislation and implementation of regulations adopted or proposed by the United States Environmental Protection Agency (“EPA”), the BLM and by comparable agencies in various states, directly and indirectly affect the mining industry in the United States. These laws and regulations address the environmental impact of mining and mineral processing, including potential contamination of soil and water from tailings, discharges and other wastes generated by the mining process. In particular, legislation such as the Clean Water Act, the Clean Air Act, the Federal Resource Conservation and Recovery Act (“RCRA”), and the National Environmental Policy Act require analysis and/or impose effluent standards, new source performance standards, air quality standards and other design or operational requirements for various components of mining and mineral processing, including natural resource mining and processing of the type presently or to be conducted by the Company or through USMC. Such statutes also may impose liability on mine developers for remediation of waste they have created.
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Mining projects also are subject to regulations under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA” or “Superfund”) which regulates and establishes liability for the release of hazardous substances and (ii) the Endangered Species Act (“ESA”) which identifies endangered species of plants and animals and regulates activities to protect these species and their habitats. Any potential future amendment to CERLA or ESA may impact our business.
The Clean Air Act, as amended, mandates the establishment of a federal air permitting program, identifies a list of hazardous air pollutants, including various metals and pollutants, and establishes new EPA enforcement authority. The EPA has published final regulations establishing the minimum elements of state operating permit programs. We will be required to comply with these EPA standards to the extent adopted by the State in which development projects are located.
Future regulations are unknown but expected to occur. The new U.S. Administration has rejoined the Paris Climate Accord and placed further restrictions on carbon-emitting activities. Future restrictions and higher standards could negatively impact our ability to bring new products to market, as well as bring new opportunities for products that can reduce CO2 emissions.
In addition, developing mining sites requires mitigation of long-term environmental impacts by stabilizing, contouring, re-sloping, and revegetating various portions of a site. While a portion of the required work can be performed concurrently with developing the property, completion of the environmental mitigation occurs once removal of all materials and facilities has been completed. These reclamation efforts are conducted in accordance with detailed plans which have been reviewed and approved by the appropriate regulatory agencies. The mining developer must ensure that all necessary cash deposits and financial resources to cover the estimated costs of such reclamation as required by permit are made.
We intend that any exploration and development of mining projects by the Company will be conducted in substantial compliance with federal and state regulations and be consistent with the need to remediate any environmental impact.
Employees
The Company currently has two full-time employees and one part-time employee.
Outside services, relating primarily to agricultural market research and product development, as well as other technical matters related to product development and branding activities, will be provided by various independent contractors.
ITEM 1A. RISK FACTORS
An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this report in evaluating our company and its business before purchasing shares of our common stock. Our business, operating results and financial condition could be seriously harmed due to any of the following risks. You could lose all or part of your investment due to any of these risks.
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Risks Related to Our Business
We are an early-stage company which makes the evaluation of our future business prospects difficult.
We changed our business focus to our current business of developing agricultural and natural resources as a result of a reorganization with our wholly owned subsidiary PureBase AG in December 2014 and only commenced selling our agricultural products during 2017. We have not yet achieved profitable operations.
Our success is dependent upon the successful development of suitable mineral projects, establishing our production capability and establishing a customer base for our agricultural products. Any future success will depend upon many factors, including factors beyond our control which cannot be predicted at this time. These factors may include changes in or increased levels of competition; the availability and cost of bringing mineral projects into production; the amount of agricultural and/or natural resources available and the market price of and the uses for such minerals. These factors may have a material adverse effect upon our business operating results and financial condition.
Our independent registered public accounting firm has expressed doubt about our ability to continue as a going concern.
Our audited consolidated financial statements as of November 30, 2025, have been prepared under the assumption that we will continue as a going concern. Our independent registered public accounting firm has issued a report that included an explanatory paragraph referring to our recurring losses from operations and generating negative cash flows from operations for the foreseeable future and our significant working capital deficiency, accumulated deficit and net loss for the year ended November 30, 2025, expressing substantial doubt in our ability to continue as a going concern without additional capital becoming available. As of November 30, 2025, we had an accumulated deficit of $66,488,227 and a working capital deficit of $1,104,359. For the fiscal year ended November 30, 2025, we had a net loss from operations of $1,479,577 and negative cash flows from operations of $1,111,833. We anticipate that we will continue to incur operating losses and generate negative cash flows from operations for the foreseeable future as we execute our development plans for 2026, as well as other potential strategic and business development initiatives. We have previously funded and plan to continue funding these losses primarily through the sale of equity and debt. Our ability to continue as a going concern is dependent upon our ability to obtain additional equity or debt financing, attain further operating efficiencies, reduce expenditures, and, ultimately, to generate sufficient revenue to fund our operations. There can be no assurance that we will be successful in raising capital and have adequate capital resources to fund our operations or that any additional funds will be available to us on favorable terms or in amounts required by us. If we are unable to obtain adequate capital resources to fund operations, we may be required to delay, scale back or eliminate some or all of our plan of operations, which may have a material adverse effect on our business, results of operations and ability to operate as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
We will need to raise additional capital for the foreseeable future in order to continue operations and realize our business plans, the failure of which could adversely impact our operations.
Although we have started to generate revenue, such revenue is not sufficient to cover our operating expenses and financing costs. As of November 30, 2025, we had liabilities of $1,153,690 and a working capital deficiency of $1,104,359. To stay in business, we will need to raise additional capital through public or private sales of our securities, debt financing or short-term bank loans, or a combination of the foregoing. In the past, we have financed our operations by issuing secured and unsecured convertible debt and equity securities in private placements, in some cases with equity incentives for the investor in the form of warrants to purchase our common stock and have borrowed from related parties. During the year ended November 30, 2025, the Company received $101,551 of a $1,000,000 line of credit with USMC, received $515,449 of advances from USMC, received $473,124 (net of debt discounts) in bridge loans from two other sources, received $175,000 from the sale of fixed assets and received $11,000 from its Chief Executive Officer. We secured a $1,000,000 convertible line of credit on February 27, 2026 from CoreTer LLC, a company owned and operated by A. Scott Dockter, our chief executive officer and a director. We have received $532,756 in funds on the line of credit as of the date of this filing. There are no other commitments to provide us with financing. If we are unable to obtain additional financing from other sources, we may have to suspend operations, sell assets and will not be able to execute our plan of operations. Failure to become and remain profitable may adversely affect the market price of our common stock and our ability to raise capital and continue operations. Our inability to secure capital to fund exploration and, if warranted, development costs for our mineral resources would create a competitive cost disadvantage in the marketplace which would have a material adverse effect on our operations and potential profitability.
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We have been completely dependent on a related party for operating capital and will no longer receive funding from that related party.
Our sales are small and do not provide us with the funds necessary for continuing operations. We have been dependent on USMC to provide funding to us through promissory notes and a line of credit. USMC no longer provides funds to us and if we are unable to raise funds through debt through a third party or through equity financing, then we will not be able to continue operations.
External factors, including the complex permitting process may result in delays or not receiving permits at all.
If we, or our third-party suppliers, cannot obtain or maintain the necessary permits, or if there is a delay in receiving such permits, our timetable and business plan for development and mining of these properties or those of third-party suppliers could be adversely affected.
We cannot predict whether we will be able to obtain new permits or whether material changes in permit conditions will be imposed. Obtaining new mining permits or the imposition of additional conditions could have a material adverse effect on our ability to develop the mining properties in which we have an interest or ownership or could increase the costs charged by third party suppliers or decrease the amount of minerals available from third party suppliers.
Federal regulation of mining activity may change resulting in additional unforeseen expenses and potential losses.
Legislation to make significant revisions to the U.S. General Mining Law of 1872 would affect our potential development of unpatented mining claims on federal lands, including any royalty on mineral production. It cannot be predicted whether any of these proposals will become law. Any levy of the type proposed would only apply to unpatented federal lands and accordingly could adversely affect the profitability of any future mineral production from projects being explored by the Company on federal property.
We cannot be certain that future changes in laws and regulations would not result in significant additional expenses, capital expenditures, restrictions or delays associated with the exploration and development of our current or future projects.
We will need to grow the size and capabilities of our company, and we may experience difficulties in managing this growth.
If and when the execution of our plan of operations, including marketing plans and business strategies further develop, we may need to recruit additional managerial, operational, sales and marketing, financial, IT and other personnel. If we are not able to effectively expand our company by hiring new employees and expanding our consultants and contractors, we may not be able to successfully implement the tasks necessary to achieve our marketing, research, development, and expansion goals.
We depend solely on a single third party for mining services and our operations could be adversely affected if we cannot negotiate further service agreements.
We have in the past relied, and for the foreseeable future may continue to rely, solely on USMC, a company controlled by John Bremer, a director, for our mining services.. There can be no assurance that mining services provided by USMC will continue to be available to us or available to us on favorable terms. If we are unable to continue mining services with USMC or find another mining service provider our business operations may be interrupted.
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If we lose key employees and consultants or are unable to attract or retain qualified personnel, our business could suffer.
Our future success depends, in part, on our ability to attract, retain and motivate highly qualified technical, marketing, engineering, and management personnel. Any inability in hiring and retaining qualified personnel could result in delays in development or fulfillment of any current strategic and operational plans.
Our officers and directors are able to control our company and may have different interest than our stockholders.
Our officers and directors and their affiliates own approximately 77% of the common stock of our company, not including shares that they may have the rights to acquire pursuant to options or other derivative securities. As a result, they have significant influence over our management and affairs and control over matters requiring stockholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or our assets. Their interests may differ from the interests of other stockholders and thus result in corporate decisions that are disadvantageous to other stockholders. This concentration of ownership and influence in management and board decision-making could also harm the price of our capital stock by, among other things, discouraging a potential acquirer from seeking to acquire shares of our capital stock (whether by making a tender offer or otherwise) or otherwise attempting to obtain control of our company.
Raising funds through debt or equity financings in the future, would dilute the ownership of our existing stockholders and possibly subordinate certain of their rights to the rights of new investors or creditors.
We currently hope to raise additional funds in debt or equity financings if available to us on terms we believe reasonable to provide for working capital, mining development and production programs, expansion of our marketing efforts or to make acquisitions. Any sales of additional equity or convertible debt securities would result in dilution of the equity interests of our existing stockholders, which could be substantial. Additionally, if we issue shares of preferred stock or convertible debt to raise funds, the holders of those securities might be entitled to various preferential rights over the holders of our common stock and such debt instruments may contain negative covenants restricting corporate actions which could have an adverse effect on the rights and the value of our common stock and our operations.
We currently face larger, better financed and established competition and could face additional competitors in the future which could result in pricing pressures and inability to expand market share.
At the present time we are aware of other companies providing similar agricultural and natural resources as ours. In addition, other entities not currently offering the minerals or product uses similar to ours may enter the agricultural markets. Our natural resources and products will also have to compete with established companies providing minerals which are already in agricultural use. Any such competitors would likely have greater financial, mining production, production facilities, marketing and sales resources than us. Increased competition may result in pricing pressures and the inability to increase market share, which may have an adverse effect on our business, operating results and financial condition.
At present, our sales are concentrated within a few customers and the loss of any one customer could result in decreased revenue, increased losses and significant cash flow problems.
Our sales are presently concentrated within a few customers. If any of these customers choose to no longer be a customer, in particular, the customers that provide the most significant percentage of revenue, for any reason, and these customers are not replaced, we will sustain additional losses as our fixed cost base will be left uncovered and consume working capital leading to significant cash flow problems.
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We may lose the ability to sell our products to other countries due to the current tariff situation.
If the imposition of tariffs by the United States on other countries continues, then other countries may impose tariffs on United States products that might make it unprofitable for us to sell current or potentially new products to those countries.
We may lose rights to properties if we fail to meet payment requirements or development and/or production schedules.
The Company does not own or operate any mining properties. The rights to our mineral resources derive from leaseholds or purchase mining rights which require the payment of royalties, rent, minimum development expenditures or other installment fees or specified expenditures. If we fail to make these payments/expenditures when they are due, our mineral rights to the property may be terminated. This would be true for any other mineral rights which require payments to be made in order to maintain such rights. Some contracts with respect to mineral rights we may acquire may require development or production schedules. If we are unable to meet any or all of the development or production schedules, we could lose all or a portion of our interests in such properties. Moreover, we may be required in certain instances to pay for government permitting or posting reclamation bonds in order to maintain or utilize our mineral rights in such properties. Because our ability to make some of these payments is likely to depend on our ability to generate internal cash flow or obtain external financing, we may not have the funds necessary to meet these development/production schedules by the required dates which would result in our inability to use the properties.
Management may be unable to implement its business strategy resulting in diminished returns and sustained losses.
Our business strategy is to develop and extract or obtain certain minerals which we believe can have significant commercial applications and value. Our business strategy also includes developing new uses and products derived from these mineral resources, such as the use of Humate for agricultural uses. There is no assurance that we will be able to identify and/or develop commercially viable uses for the mineral resources we will be mining or obtaining. In addition, even if we identify and/or develop commercial uses and markets for our minerals, the time and cost of mining or otherwise obtaining, refining, blending and distributing such minerals may exceed our expectations or, when developed, the amount of minerals available may fall significantly short of our expectations thus providing a lower return on investment or a loss.
We have not yet established sustained and increasing sales from our customer base or distribution system.
Despite expanding our established customer base and distribution system for our agricultural products in fiscal 2022, sales decreased in fiscal 2023, fiscal 2024 and again in fiscal 2025. We have initiated closer relationships with our Arizona and California distributors in the agricultural sector in an effort to increase sales. We have a presence in digital space through LinkedIn and Facebook. Our inability to attract additional customers for our agricultural products, to deliver products in a time and cost-effective manner would have an adverse effect on our results of operations and the growth of our business.
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Mineral exploration and mining are highly regulated industries requiring significant compliance requirements.
Mining is subject to extensive regulation by state and federal regulatory authorities. State and federal statutes regulate environmental quality, safety, exploration procedures, reclamation, employees’ health and safety, use of explosives, air quality standards, pollution of stream and fresh water sources, noxious odors, noise, dust, and other environmental protection controls as well as the rights of adjoining property owners. We strive to verify that mining projects in which we own rights, are currently operating or can be operated in substantial compliance with all known safety and environmental standards and regulations applicable to such mining properties and activities. There can be no assurance that our compliance efforts regarding our own properties would not be challenged or that future changes in federal or state laws, regulations or interpretations thereof will not have a material adverse effect on our ability to establish and sustain mining operations of our own properties or adversely affect the mining properties of our suppliers or service providers.
Certain of our current and proposed products will require certifications before being suitable for intended purposes.
Some of our agricultural products will require certain certifications before being suitable for labeling and usage. For example, our agricultural products must be certified under USDA and CDFA specifications and properly labeled. While the Company has certified one of its agricultural products under USDA and CDFA specifications and has received Organic Materials Review Institute certification on its newest product and is currently working with various laboratories and agencies to acquire future certifications, there is no assurance that future certifications will be obtained.
We incur increased costs as a result of being a public company.
We are a public “reporting company” with the Securities and Exchange Commission (“SEC”). As a public reporting company, we incur significant legal, accounting, reporting and other expenses not generally applicable to a private company. We also incur costs associated with corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) as well as other rules implemented by the SEC. These rules and regulations increase our legal and financial compliance costs and make some activities more time-consuming and costly.
Risks Related to Our Common Stock
Our common stock is subject to the “penny stock” rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.
Rule 15g-9 under the Securities and Exchange Act of 1934, as amended, establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:
| ● | that a broker or dealer approve a person’s account for transactions in penny stocks; and | |
| ● | the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased |
In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:
| ● | obtain financial information and investment experience objectives of the person; and | |
| ● | make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. |
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The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:
| ● | sets forth the basis on which the broker or dealer made the suitability determination; and | |
| ● | that the broker or dealer received a signed, written agreement from the investor prior to the transaction. |
Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.
Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors” as defined in Rule 501(a) of the Securities Act. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities.
Our securities are quoted on the OTCID Basic Market, which does not provide us as much liquidity for our investors as an exchange, such as the NASDAQ Stock Market or other national or regional exchanges.
Our securities are quoted on the OTCID Basic Market, which provides significantly less liquidity than the NASDAQ Stock Market or other national or regional exchanges. Securities quoted on the OTCID Basic Market are usually thinly traded, highly volatile, have fewer market makers and are not followed by analysts. The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTCID Basic Market. Quotes for stocks included on the OTCID Basic Market are not widely publicized. Therefore, prices for securities traded solely on the OTCID Basic Market may be more difficult to obtain and holders of our securities may be unable to resell their securities in a timely manner or at stable prices, or at any price. We cannot assure you a liquid public trading market in our common stock will develop.
The market price of our common stock may be adversely affected by several factors.
The market price of our common stock could fluctuate significantly in response to various factors and events, including:
| ● | our ability to execute our business plan; |
| ● | operating results below expectations; |
| ● | announcements of technological innovations or new products by us or our competitors; |
| ● | loss of any strategic relationship; |
| ● | industry developments; |
| ● | economic and other external factors; and |
| ● | period-to-period fluctuations in our financial results. |
In addition, the securities markets have, at times, experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.
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Because we are a smaller reporting company, we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protections against interested director transactions, conflicts of interest and similar matters.
Sarbanes-Oxley, as well as rule changes proposed and enacted by the SEC, the New York Stock Exchange, the Amex Equities Exchanges and NASDAQ, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities which are listed on those exchanges or the NASDAQ. Because we will not be seeking to be listed on any of the exchanges in the near term, we are not presently required to comply with many of the corporate governance provisions. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.
We have not paid dividends in the past and do not expect to pay dividends in the foreseeable future. Any return on investment may be limited to the value of our common stock.
We have never paid cash dividends on our capital stock and do not anticipate paying cash dividends on our capital stock in the foreseeable future. The payment of dividends on our capital stock will depend on our earnings, financial condition and other business and economic factors affecting us at such time as the board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on any investment in our common stock will only occur if our common stock price appreciates.
A sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.
If our stockholders sell substantial amounts of our common stock in the public market under Rule 144 or upon the exercise of outstanding convertible debt or equity, it could create a circumstance commonly referred to as an “overhang” and in anticipation of which the market price of our common stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.
We may, in the future, issue additional shares of common stock, which would reduce the percent of ownership held by current stockholders.
Our Articles of Incorporation authorizes the issuance of 520,000,000 shares of common stock of which as of March 18, 2026, 277,968,151 shares are issued and outstanding. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services, conversion of debt, equity financing or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors and may have an adverse effect on any trading market of our common stock.
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Compliance with changing regulations concerning corporate governance and public disclosure may result in additional expenses.
The Dodd-Frank Act, enacted in July 2010, expands federal regulation of corporate governance matters and imposes requirements on publicly-held companies, including us, to, among other things, provide stockholders with a periodic advisory vote on executive compensation and also adds compensation committee reforms and enhanced pay-for-performance disclosures. Sarbanes-Oxley specifically requires, among other things, that we maintain effective internal control over financial reporting and disclosure of controls and procedures. Compliance may result in higher costs necessitated by required disclosure and governance practices. Our efforts to comply with evolving laws, regulations and standards are likely to continue to result in increased general and administrative expenses and professional services expenses, and a diversion of management time and attention from revenue-generating activities to compliance activities.
Compliance with new rules may make it more difficult to attract and retain directors.
Compliance with new and existing laws, rules, regulations and standards may make it more difficult and expensive for us to maintain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. Members of our board of directors and our principal executive officer and principal financial officer could face an increased risk of personal liability in connection with the performance of their duties. As a result, we may have difficulty attracting and retaining qualified directors and executive officers, which could harm our business. We continually evaluate and monitor regulatory developments and cannot estimate the timing or magnitude of additional costs we may incur as a result.
We have reported material weaknesses in internal controls in the past.
We have reported material weaknesses in internal controls over financial reporting as of November 30, 2025, and we cannot provide any assurances that additional material weaknesses will not be identified in the future or that we can effectively remediate our reported weaknesses. If our internal controls over financial reporting or disclosure controls and procedures are not effective, there may be errors in our financial statements that could require a restatement, or our filings may not be timely, and investors may lose confidence in our reported financial information.
Section 404 of Sarbanes-Oxley requires us to evaluate the effectiveness of our internal control over financial reporting every quarter and as of the end of each year, and to include a management report assessing the effectiveness of our internal controls over financial reporting in each Annual Report on Form 10-K. Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Furthermore, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. Over time, controls may become inadequate because changes in the conditions or deterioration in the degree of compliance with policies or procedures may occur. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
As a result, we cannot assure you that additional significant deficiencies or material weaknesses in our internal control over financial reporting will not be identified in the future or that we can effectively remediate our reported weaknesses. Any failure to maintain or implement required new or improved controls, or any difficulties we may encounter in their implementation, could result in significant deficiencies or material weaknesses, cause us to fail to timely meet our periodic reporting obligations, or result in material misstatements in our consolidated financial statements. Any such failure could also adversely affect the results of periodic management evaluations regarding disclosure controls and the effectiveness of our internal control over financial reporting required under Section 404 of Sarbanes-Oxley and the rules promulgated thereunder. The existence of material weaknesses could result in errors in our consolidated financial statements and subsequent restatements of our consolidated financial statements, cause us to fail to timely meet our reporting obligations and cause investors to lose confidence in our reported financial information.
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ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
ITEM 2. PROPERTIES
Office Facilities
The Company leased its corporate offices under a two-year lease, with USMC, a related party, for 1,000 square feet of office space located in Ione, California (the “Ione Lease”). Effective November 1, 2022, the Ione Lease was amended to extend the lease through October 2024 and to add an additional 700 square feet of office space for a total monthly rental price of $3,500 per month. Effective November 1, 2024, the Ione Lease was amended to change the term to month-to-month at $1,500 per month. The Company no longer leased the additional 700 square feet. In May 2025, the Company moved its corporate offices to Sutter Creek, California and leases office space from its Chief Executive Officer for $1,500 per month. The lease expires in April 2026.
Mineral Properties and Interests
Snow White Mine in San Bernardino County, CA
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 Company’s Reorganization, on December 23, 2014, USMC assigned its rights and obligations under the purchase agreement to the Company pursuant to an assignment of purchase agreement. The purchase agreement provides for 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 for the mining of the property and a Plan of Operation and Reclamation Plan has been approved by San Bernardino County and the BLM. An initial deposit of $50,000 was paid to escrow, and the purchase agreement required the payment of an additional $600,000 at the end of the escrow period. There was a delay in the original seller, Joseph Richard Matthewson, receiving a clear title to the property and a fully permitted project, both of which were conditions to closing. In light of the foregoing, and the payment of an additional $25,000, the parties agreed to extend the closing. Due to delays in the Company securing the necessary funding to close the purchase of the Snow White Mine property, John Bremer, a shareholder and a director of the Company, paid $575,000 to acquire the property on or about October 15, 2015. Mr. Bremer will transfer title to the Company when the Company pays Mr. Bremer $575,000 plus expenses, however, the Company is under no obligation to do so. The mining claims require a minimum royalty payment of $3,500 per year to be made by the Company in order to maintain its purchase rights.
On April 1, 2020, the Company entered into a purchase and sale agreement with the Bremer Family 1995 Living Trust (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% interest is payable in cash at closing. On April 14, 2022, the agreement was amended to extend the closing date to April 14, 2023. On April 7, 2023, the agreement was amended to extend the closing date to April 1, 2024. On July 12, 2024 the agreement was amended to extend the closing date to July 12, 2026.
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On June 18, 2025, the Company and the Bremer Family 1995 Living Trust, a trust for which John Bremer, a member of our board of directors is trustee (the “Bremer Trust”), executed a rescission of the Purchase and Sale Agreement, dated April 1, 2020, between the Company and the Bremer Trust, for the purchase of approximately 280 acres of mining property containing five placer mining claims known as the “Snow White Mine,” located near Barstow, California in San Bernardino County.
Rulco located in Esmeralda County, Nevada – assignment of mining rights
Pursuant to an assignment of lease, subject to consent by both Rulco LLC and the US Bureau of Land Management (the “BLM”), USMC assigned to us all right, title, and interest held by USMC in the BLM Preference Right Lease Serial No. N-62445-01 between the BLM and USMC, for mining rights to approximately 2,500 acres located on the western side of the Weepah Hills in the Mount Diablo Meridian area of Esmeralda County, Nevada. The Company also provided the US Mine Entities with a general release and agreed to indemnify the US Mine Entities and certain related parties against third party claims. Until such consents are obtained and the assignment is approved, the assignment of lease will not be effective.
ITEM 3. LEGAL PROCEEDINGS
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.
ITEM 4. MINE SAFETY DISCLOSURES
The exploration and development of mining projects is subject to regulation by the Federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). MSHA’s activities include the inspection of mining operations on a regular basis and the issuance of various citations and orders when it believes a violation has occurred under the Mine Act. Following passage of the Mine Improvement and New Emergency Response Act of 2006, MSHA has significantly increased its inspection and enforcement programs.
The Company and its mining service provider, USMC, as natural resource mining operators, are required to report certain mine safety violations or other regulatory matters as mandated by Section 1503(a) of the Dodd-Frank Act and Item 104 of Regulation S-K. Currently, the Company does not engage in any mining activities and all mining properties are inactive. There are currently no such violations or regulatory matters to report.
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PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock is quoted on the OTCID Basic Market under the symbol “PUBC.” On March 17, 2026, the closing price of our common stock reported by the OTCID Market was $0.018 per share.
Holders of Common Stock
As of March 17, 2026, there were 100 shareholders of record of our common stock.
Dividends
We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, for working capital purposes and do not anticipate paying any cash dividends in the foreseeable future.
Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides information regarding our equity compensation plans as of November 30, 2025:
Equity Compensation Plan Information
| Plan category | Number of securities to be issued upon exercise of outstanding options, warrants and rights |
Weighted-average Exercise price of outstanding options, warrants and rights |
Number of securities remaining available for future issuance under equity compensation plans |
|||||||||
| Equity compensation plans approved by security holders (1) | 4,951,027 | $ | 0.06 | 5,048,973 | ||||||||
| Equity compensation plans not approved by security holders (2) | 9,169,400 | $ | 2.53 | - | ||||||||
| (1) | Represents options to purchase (i) 50,000 shares of common stock granted to a consultant for services provided under the 2017 Stock Option Plan and (ii) options to purchase 4,901,027 shares of common stock granted to employees and directors under the 2017 Stock Option Plan |
| (2) | Represents options to purchase (i) 300,000 shares of common stock granted to our former Chief Financial Officer for services provided to the Company prior to implementation of the 2017 Stock Option Plan, (ii) 200,000 shares of common stock granted to a former employee for services provided to the Company prior to implementation of the 2017 Stock Option Plan, and (iii) 8,669,400 shares of common stock issued to James Todd Gauer as part of a legal settlement. |
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2017 Stock Option Plan
The Board of Directors approved the Company’s 2017 Stock Option Plan (the “2017 Plan”) on November 10, 2017, and the Company’s stockholders approved the 2017 Plan on November 10, 2017. The 2017 Plan provides for stock-based and other awards to the Company’s employees, consultants and directors.
The maximum number of shares of our common stock that may be issued under the 2017 Plan is 10,000,000 shares, which may be replenished and will automatically increase on January 1st of each year for a period of nine years commencing on January 1, 2018, and ending on (and including) January 1, 2026, in an amount equal to the greater of (i) 10% of the total number of shares of common stock issued and outstanding on the last day of the immediately preceding fiscal year, or (ii) 10,000,000 shares. As of the date of this Report, 5,048,973 shares of the Company’s common stock are available for issuance under the 2017 Plan.
Shares subject to stock awards granted under the 2017 Plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, do not reduce the number of shares available for issuance under the 2017 Plan
The maximum number of shares of common stock that may be subject to awards granted under the 2017 Plan to any one individual during any calendar year may not exceed 1% of the total number of shares of common stock issued and outstanding as of the award grant date (as adjusted from time to time in accordance with the provisions of the 2017 Plan).
Plan Administration. Our Board of Directors, or a duly authorized committee of our Board of Directors, will administer the 2017 Plan. Our Board of Directors may also delegate to one or more of our officers the authority to designate employees (other than officers) to receive specified stock awards and determine the number of shares subject to such stock awards. Under the 2017 Plan, the Board has the authority to determine and amend the terms of awards and underlying agreements, including:
| ● | whether each option granted will be an incentive stock option or a non-statutory stock option; | |
| ● | the fair market value of the common stock; | |
| ● | recipients; | |
| ● | whether and to what extent 2017 Plan awards are granted; | |
| ● | the exercise and purchase price of stock awards, if any; | |
| ● | the number of shares subject to each stock award; | |
| ● | the form of agreement(s) used under the 2017 Plan; | |
| ● | the vesting schedule applicable to the awards, together with any vesting acceleration, pro rata adjustments to vesting; | |
| ● | any waiver of forfeiture restrictions; and | |
| ● | the form of consideration, if any, payable on exercise or settlement of the award. |
Under the 2017 Plan, the Board also generally has the authority to effect, with the consent of any adversely affected participant:
| ● | the reduction of the exercise, purchase, or strike price of any outstanding award; | |
| ● | the cancellation of any outstanding award and the grant in substitution therefore of other awards, cash, or other consideration; or | |
| ● | any other action that is treated as a repricing under generally accepted accounting principle. |
Stock Options. Incentive stock options may only be granted to employees and non-statutory stock options may be granted to employees and consultants under stock option agreements subject to the terms of the 2017 Plan, provided that the exercise price of a stock option generally cannot be less than 100% of the fair market value (110% of the fair market value to an employee who is also a 10% stockholder) of our common stock on the date of grant. Options granted under the 2017 Plan vest at the rate specified in the stock option agreement. The term of an option shall be no more than ten years from the date of grant and, in the case of an incentive stock option granted to a person who at the time of such grant is a 10% stockholder, the term shall be no more than five years from the date of grant.
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Termination. An optionee shall have 30 days to exercise an option, to the extent vested upon termination for service, unless such termination is for cause in which case such option shall terminate immediately. An option to the extent vested shall terminate 6 months after termination for disability and 12 months after death of the optionee that occurs within 30 days of termination of service.
Stock Purchase Right. Restricted stock awards may also be granted under the 2017 Plan and are granted under restricted stock purchase agreements. If a participant’s service relationship with us ends for any reason, we may receive any or all of the shares of common stock held by the participant that have not vested as of the date the participant terminates service with us through a forfeiture condition or a repurchase right.
Changes to Capital Structure. Subject to any action required under applicable laws by the stockholders of the Company, the number of shares of common stock covered by each outstanding award, and the number of shares of common stock that have been authorized for issuance under the 2017 Plan but as to which no awards have yet been granted or that have been returned to the 2017 Plan upon cancellation or expiration of an award, as well as the price per share of common stock covered by each such outstanding award, shall be proportionately adjusted for any increase or decrease in the number of issued shares of common stock resulting from a stock split, reverse stock split, stock dividend, combination, recapitalization or reclassification of the common stock, or any other increase or decrease in the number of issued shares of common stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the administrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of common stock subject to an award.
Corporate Transactions. Our 2017 Plan provides that in the event of certain specified significant corporate transactions, including: (1) a sale of all or substantially all of our assets, (2) the consummation of a merger, consolidation or other capital reorganization, or business combination transaction where we do not survive the transaction each outstanding option or stock purchase right shall be assumed or an equivalent option or right shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation (the “Successor Corporation”), unless the Successor Corporation does not agree to assume the award or to substitute an equivalent option or right, in which case the vesting of each option or stock purchase right shall fully and immediately accelerate or the repurchase rights of the Company shall fully and immediately terminate, as the case may be, immediately prior to the consummation of the transaction.
For purposes of a corporate transaction, an option or a stock purchase right shall be considered assumed, without limitation, if, at the time of issuance of the stock or other consideration upon a corporate transaction or a change of control, as the case may be, each holder of an option or stock purchase right would be entitled to receive upon exercise of the award the same number and kind of shares of stock or the same amount of property, cash or securities as such holder would have been entitled to receive upon the occurrence of the transaction if the holder had been, immediately prior to such transaction, the holder of the number of shares of common stock covered by the award at such time (after giving effect to any adjustments in the number of shares covered by the option or stock purchase right as provided for); provided that if such consideration received in the transaction is not solely common stock of the Successor Corporation, the Administrator may, with the consent of the Successor Corporation, provide for the consideration to be received upon exercise of the award to be solely common stock of the Successor Corporation equal to the fair market value of the per share consideration received by holders of common stock in the transaction.
Transferability. A participant may not transfer stock awards under our 2017 Plan other than by will, the laws of descent and distribution, or as otherwise provided under our 2017 Plan.
Term. The term of the 2017 Plan is 10 years.
Plan Amendment or Termination. Our Board of Directors has the authority to amend, alter, suspend, or terminate our 2017 Plan, provided that such action does not materially impair the existing rights of any participant without such participant’s written consent. Certain material amendments also require the approval of our stockholders. No incentive stock options may be granted after the tenth anniversary of the date our Board of Directors adopted our 2017 Plan.
Recent Sales of Unregistered Securities
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 Quarterly Report on Form 10-Q or a Current Report on Form 8-K filed by the Company.
ITEM 6. [RESERVED]
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our Management’s Discussion and Analysis contains forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “intends”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause our or our industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. You should not place undue reliance on these statements, which speak only as of the date of this Annual Report. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. You should read this Annual Report on Form 10-K with the understanding that our actual future results may be materially different from what we expect. All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made, except as required by applicable law.
Management’s discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The following discussion and analysis of financial condition and results of operations of the Company is based upon, and should be read in conjunction with, the audited consolidated financial statements and related notes elsewhere in this Annual Report on Form 10-K.
Business Overview
We are a natural resource company providing solutions to the agriculture markets in the United States through our two subsidiaries, Purebase AG and Purebase AM.
Until June 2025, we utilized 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 minerals. John Bremer, a director, is also an officer, director, and significant owner of USMC. In addition, until June 2025, a substantial portion of the minerals used by us were obtained from properties owned or controlled by US Mine, LLC, a California limited liability company. Mr. Bremer is also a significant owner of US Mine, LLC.
Agricultural Sector
The Company develops specialized sun protectants. The Company has developed and will seek to develop additional products derived from mineralized materials of kaolin clay.
Construction Sector
The Company had been developing and testing a kaolin-based product that it believed would help create a lower CO2-emitting concrete through the use of high-quality supplementary cementitious materials (“SCMs”). The Company was developing an SCM that it believed could 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 believed there were significant opportunities for high-quality SCM products in the construction materials sector.
The Company has decided that it will no longer develop and pursue the SCM market. The Company has decided to instead further develop and expand its presence in the agricultural sector, as it believes that it can achieve higher margins in that sector and that construction of an SCM plant would take approximately two years.
On June 18, 2025, the Company entered into the Master Agreement with the US Mine Entities, pursuant to which mining rights US Mine LLC granted to us to purchase up to 100,000,000 tons of metakaolin supplementary cementitious materials from properties owned by US Mine LLC and US Mine LLC’s stock option to purchase up to 116,000,000 shares of our common stock at an exercise price of $0.38 per share which were granted pursuant to our Materials Extraction Agreement with US Mine LLC, dated May 27, 2021, as amended on October 6, 2021, and further amended on November 1, 2023, were cancelled.
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Results of Operations
Comparison of the Year Ended November 30, 2025 to the Year Ended November 30, 2024
| November 30, | November 30, | |||||||||||
| 2025 | 2024 | Variance | ||||||||||
| Revenue, net | $ | 285,435 | $ | 310,511 | $ | (25,076 | ) | |||||
| Cost of goods sold | 72,933 | 80,703 | (7,770 | ) | ||||||||
| Operating income | 212,502 | 229,808 | (17,306 | ) | ||||||||
| Operating Expenses: | ||||||||||||
| Selling, general and administrative | 1,611,652 | 1,584,333 | 27,319 | |||||||||
| Stock based compensation | 80,427 | 20,762 | 59,665 | |||||||||
| Loss from operations | (1,479,577 | ) | (1,375,287 | ) | (104,290 | ) | ||||||
| Loss on disposal of assets | (198,542 | ) | - | (198,542 | ) | |||||||
| Impairment of assets | (194,922 | ) | - | (194,922 | ) | |||||||
| Interest expense | (316,074 | ) | (422 | ) | (315,652 | ) | ||||||
| Interest expense, related party | (88,189 | ) | (99,436 | ) | 11,247 | |||||||
| Loss before provision for income taxes | (2,277,304 | ) | (1,475,145 | ) | (802,159 | ) | ||||||
| Provision for income taxes | 2,400 | 2,400 | - | |||||||||
| Net Loss | $ | (2,279,704 | ) | $ | (1,477,545 | ) | $ | (802,159 | ) | |||
Revenues
Revenues decreased by $25,076, or 8%, for the year ended November 30, 2025, as compared to the year ended November 30, 2024. The decrease is primarily attributable to one customer from 2024 purchasing less product in 2025, partially offset by one customer from 2024 purchasing more product in 2025.
Cost of Goods Sold
Cost of goods sold decreased by $7,770 or 10% for the year ended November 30, 2025, as compared to the year ended November 30, 2024. The decrease is primarily attributable to the decrease in revenues.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased by $27,319, or 1%, for the year ended November 30, 2025, as compared to the year ended November 30, 2024 due to an increase in general and administrative wages of $128,151 and selling and marketing expenses of $16,296, offset by decreases in other general and administrative expenses of $19,010, and in professional services of $98,118.
Stock Based Compensation
Stock-based compensation increased by $59,665, or 287%, for the year ended November 30, 2025, as compared to the year ended November 30, 2024 primarily due to the February 6, 2025 repricing of options under the 2017 Equity Incentive Plan of $33,461 and the granting of new options.
Other Income (Expenses)
Loss on disposal of assets increased to $198,542 for the year ended November 30, 2025, as compared to $0 for the year ended November 30, 2024, due to the loss on the sale of some unused equipment.
Impairment of assets increased to $194,922 for the year ended November 30, 2025, due to the write off of the SCM pilot plant as the Company decided to no longer pursue the SCM market.
Interest expense increased to $316,074 for the year ended November 30, 2025, as compared to $422 for the year ended November 30, 2024 due to debt discount amortization of the two bridge loans with J.J. Astor and the bridge loan with Vanquish Funding Group. See Note 6 to the financial statements.
Interest expense related party decreased to $88,189 for the year ended November 30, 2025, as compared to $99,436 for the year ended November 30, 2024 primarily as a result of the conversion to shares of common stock of the Company of notes payable and lines of credit with USMC.
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Liquidity and Capital Resources
As of November 30, 2025, we had cash on hand of $5,304 and a working capital deficiency of $1,104,359, as compared to cash on hand of $28,100 and a working capital deficiency of $1,093,058 as of November 30, 2024. The increase in working capital deficiency of $11,301 is a result of the conversion to common stock of $1,000,000 of the line of credit with USMC, the conversion to common stock of $416,449 of advances from USMC, an increase in prepaid expenses of $17,330, a decrease in interest payable related party of $25,292, and the conversion to common stock of $17,000 in convertible notes payable related parties, offset by an increase in advances from USMC of $515,449, an increase in notes payable to J.J.Astor of $514,353, an increase in notes payable to Vanquish Funding Group of $107,563, an increase in the line of credit with USMC of $101,551, an increase of accounts payable and accrued expenses of $206,493, an increase in convertible notes payable related parties of $19,000, a decrease in net right of use asset/liability of $167, and a decrease in cash of $22,796.
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 2026, 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 previously funded these losses with cash advances from USMC and the sale of equity and convertible notes. The Company will no longer be funded by infusions of cash from advances from USMC. The Company secured a $1,000,000 convertible line of credit on February 27, 2026 from CoreTer LLC, a related party. We have received $532,756 in funds on the line of credit as of the date of this filing.
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 bridge loans and equity and debt financing, will provide the necessary funding for the Company to continue as a going concern for the next twelve months.
Currently there 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 by our independent registered public accounting firm about the Company’s ability to continue as a going concern for the 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.
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Going Concern
The consolidated financial statements contained in this Annual Report on Form 10-K have been prepared assuming that the Company will continue as a going concern. The Company has accumulated losses from inception through November 30, 2025 of $66,488,227, as well as negative cash flows from operating activities and a working capital deficiency. During the year ended November 30, 2025, the Company received net cash proceeds of $617,000 from USMC from a note payable issued and the line of credit, $373,124 from J.J. Astor, $100,000 from Vanquish Funding Group, $175,000 from the sale of fixed assets and $11,000 from A. Scott Dockter, our CEO. The Company does not have sufficient cash to meet its obligations in the twelve months following the date of this Annual Report if it does not generate additional revenue and obtain financing from either a debt or equity raise. The Company will no longer receive financing from USMC. The Company secured a $1,000,000 convertible line of credit on February 27, 2026 from CoreTer LLC, a related party. We have received $532,756 in funds on the line of credit as of the date of this filing. 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.
Working Capital Deficiency
| November 30, | November 30, | |||||||
| 2025 | 2024 | |||||||
| Current assets | $ | 49,331 | $ | 47,612 | ||||
| Current liabilities | 1,153,690 | 1,140,670 | ||||||
| Working capital deficiency | $ | (1,104,359 | ) | $ | (1,093,058 | ) | ||
The increase in current assets is primarily the result of an increase in prepaid expenses and the right of use asset, offset by a decrease in cash. The increase in current liabilities is primarily a result of the increase in notes payable to J.J. Astor and Vanquish Funding Group, an increase in accounts payable and accrued expenses, an increase in advances related party, an increase in lease liability, and an increase in convertible notes payable related party, offset by the decrease in the lines of credit related party and interest payable related party due to the conversion to common stock.
Cash Flows
Year Ended November 30, |
||||||||
| 2025 | 2024 | |||||||
| Net cash used in operating activities | $ | (1,111,833 | ) | $ | (2,167,932 | ) | ||
| Net cash provided by (used in) investing activities | 175,000 | (1,538 | ) | |||||
| Net cash provided by financing activities | 914,037 | 2,191,998 | ||||||
| Increase (decrease) in cash | $ | (22,796 | ) | $ | 22,528 | |||
Operating Activities
Net cash used in operating activities was $1,111,833 for the year ended November 30, 2025 and was due to the net loss of ($2,279,704), offset by the net changes in operating assets and liabilities of $825,611, and the net changes in non-cash expenses of $342,260.
Net cash used in operating activities was $2,167,932 for the year ended November 30, 2024 and was due to the net loss of ($1,477,545) and net changes in operating assets and liabilities of ($796,297), which were offset by non-cash expenses of $105,910.
Investing Activities
Net cash provided by investing activities was $175,000 for the year ended November 30, 2025 due to the sale of property and equipment.
Net cash used in investing activities was $1,538 for the year ended November 30, 2024 due to the purchase of property and equipment.
Financing Activities
For the year ended November 30, 2025, net cash provided by financing activities was $914,037, of which $515,449 was advances from USMC, $101,551 was a line of credit with USMC, $373,124 was bridge loans from J.J. Astor, $100,000 was a bridge loan from Vanquish Funding Group, and $11,000 from A. Scott Dockter, our CEO, which were offset by $176,087 in payments to J.J. Astor on the bridge loans and $11,000 in payments to A. Scott Dockter in connection with outstanding notes payable.
For the year ended November 30, 2024, net cash provided by financing activities was $2,191,998, of which $618,000 was advances from USMC through a note payable, $1,551,714 was lines of credit with USMC, and $31,000 was a loan from a related party, which were offset by $8,716 in payments to A. Scott Dockter in connection with an outstanding note payable.
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Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Effects of Inflation
Inflationary factors such as increases in the costs to purchase products, to acquire mineral rights and overhead costs may adversely affect our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a continued high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and selling, general and administrative expenses as a percentage of revenues if the selling prices of our services do not increase with these increased costs.
Critical Accounting Policies and Estimates
Our significant accounting policies are more fully described in Note 3 to our consolidated financial statements included in this Annual Report for the fiscal year ended November 30, 2025. We believe that the accounting policies below are critical to fully understand and evaluate our financial condition and results of operations.
Fair Value Measurement
As defined in ASC 820, “Fair Value Measurements and Disclosures,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement.
| 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. |
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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.
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.
The Company utilizes ASC 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.
For uncertain tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the consolidated financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the consolidated statements of operations.
Revenue Recognition
The Company accounts for revenue in accordance with 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.
Exploration Stage
In accordance with 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.
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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.
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 its statements of operations.
For stock options issued to employees and members of the Company’s board of directors for their services, the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the Common Stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the Common Stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised.
Pursuant to ASU 2018-07 Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, the Company accounts for stock options issued to non-employees for their services in accordance ASC 718. The Company uses valuation methods and assumptions to value the stock options that are in line with the process for valuing employee stock options noted above.
Recently Adopted Accounting Pronouncements
Any new and recently adopted accounting pronouncements are more fully described in Note 3 to our consolidated financial statements included in this Annual Report for the year ended November 30, 2025.
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ITEM 7A. 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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information called for by Item 8 is included following the “Index to Financial Statements” on page F-1 contained in this Annual Report on Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as that term is defined in Rules 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 Annual 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 November 30, 2025 due to the material weaknesses in internal control over financial reporting described below.
Management’s Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of its principal executive and principal financial officer and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of its consolidated financial statements in accordance with GAAP.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
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Material Weaknesses in Internal Control over Financial Reporting
Management assessed the effectiveness of the Company’s internal control over financial reporting as of November 30, 2025 based on the framework established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has determined that the Company’s internal control over financial reporting as of November 30, 2025 was not effective.
A material weakness, as defined in the standards established by 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; and |
| ● | Lack of risk assessment procedures on internal controls to detect financial reporting risks on a timely manner. |
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:
| ● | Continuing to search for and evaluate qualified independent outside directors; and |
| ● | Continuing to develop policies and procedures on internal control over financial reporting and monitoring the effectiveness of existing controls and procedures. |
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.
This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to rules of the SEC that exempt smaller reporting companies from this requirement.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during our fourth quarter that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Set forth below are the present directors and executive officers of the Company.
| Name | Age | Position | ||
| A. Scott Dockter | 69 | Chief Executive Officer, President and Director | ||
| Stephen Gillings | 76 | Chief Financial Officer | ||
| Kimberly Kurtis | 53 | Director | ||
| John Bremer | 76 | Director | ||
| Jeffrey Guzy | 74 | Director |
Our directors are elected for a term of one year and serve until such director’s successor is duly elected and qualified. Each executive officer serves at the pleasure of the Board.
A. Scott Dockter – Chief Executive Officer, President and Director
A Scott Dockter has been Chief Executive Officer, President and a director of the Company since September 24, 2014, Chief Financial Officer from May 24, 2019 to January 21, 2021, and from March 25, 2021 to December 12, 2023, and President and a director of PureBase AG since January 22, 2014. Mr. Dockter has also served as the chief executive officer and a director of USMC from 2012 until June 18, 2025. Mr. Dockter was a manager-member of US Agricultural Minerals, LLC (“USAM”) from its inception in June 2013 until its acquisition by PureBase AG on November 24, 2014. Mr. Dockter was a manager-member of US Mine, LLC, a Nevada limited liability company, which owns a 3,306-acre mining property located in Ione, California. From July 2010 to June 2012, Mr. Dockter served as Chief Executive Officer, President and Chairman of Steele Resources Corp., a public company and its subsidiary Steele Resources, Inc. which were involved in the property evaluation and exploration for gold. Since July 2025, Mr. Dockter has served as Chief Executive Officer of CoreTer LLC, a mining and resource company. Over the course of his 30-year career, Mr. Dockter has been responsible for the development of several large open pit and underground mines in the United States, having worked extensively in the states of Nevada, California, Idaho, and Montana. Mr. Dockter has a comprehensive involvement in the mining business, including exploration, permitting, mine development, construction, financing, operations, asset acquisitions, and marketing and sales, with a wide range of commodities including industrial minerals, gold, silver, copper and other precious metals.
Mr. Dockter’s significant experience relating to operational management, industry expertise and as Chief Executive Officer of the Company led to his appointment as a director of our company.
Stephen Gillings – Chief Financial Officer
Stephen Gillings has been Chief Executive Officer of the Company since December 13, 2023. Mr. Gillings has been a controller/consultant with Now CFO of Newport Beach, California, a consulting firm, for the past six years. As a consultant, Mr. Gillings assisted various business clients with the preparation of quarterly financial statements and notes and annual financial statements for year-end audits. Mr. Gillings also prepared and filed Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K for SEC reporting companies. Prior to joining Now CFO, Mr. Gillings served for four years as chief financial officer for QuantumSphere, Inc. (“QuantumSphere”) of Santa Ana, California, a manufacturer of nanometals, where his responsibilities included preparing public company SEC filings, developing policies and procedures and preparing monthly financial reports and analysis. Prior thereto, Mr. Gillings served for seven years as vice president finance at QuantumSphere. Prior to joining QuantumSphere, Mr. Gillings served as controller for AllDigital of Irvine, California, which provides digital broadcasting solutions and chief financial officer of I/OMagic of Irvine, California, a distributor of computer peripherals. Mr. Gillings has a Bachelor of Science in Accounting degree from the University of California, Berkeley and a Master of Business Administration degree from California State University, Fullerton.
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Dr. Kimberly Kurtis – Director
Dr. Kimberly Kurtis has been a director of the Company since August 10, 2021. Dr. Kurtis has been Associate Dean and a professor in the School of Civil and Environmental Engineering at Georgia Institute of Technology (“Georgia Tech”) since 2014. Dr. Kurtis joined Georgia Tech’s faculty in January 1999. Dr. Kurtis has served as Georgie Tech’s ADVANCE Professor from 2012 to 2014, and she holds a courtesy appointment in the School of Materials Science and Engineering. Dr. Kurtis earned a BSE in Civil Engineering in 1994 from Tulane University under a Dean’s Honor Scholarship, and a M.S. in 1995 and PhD in 1998 in Civil Engineering from the University of California, Berkeley, where Dr. Kurtis was a Henry Hilp Fellow and a National Science Foundation Fellow. Dr. Kurtis’s research on the multi-scale structure and performance of cement-based materials has resulted in more than 200 technical publications and three U.S. patents.
Dr. Kurtis was appointed to the Board because of her expertise in the development of supplementary cementitious materials.
John Bremer – Director
John Bremer has been a director of the Company since December 24, 2014 and a director of PureBase Ag since February 5, 2015. Mr. Bremer has served as a director and President of USMC since February 2014. Mr. Bremer was also a manager-member of USAM from its inception in June 2013 until its acquisition by PureBase AG on November 24, 2014. Mr. Bremer is also a manager-member of US Mine, LLC which owns a 3,306-acre mining property located in Ione, California. For the past 21 years Mr. Bremer has been the chief executive officer of GroWest, Inc. a holding company with subsidiary companies in the heavy equipment rental and property development business in California. Mr. Bremer started his career teaching college level horticulture and soil science classes, opened and managed large mining operations for Riverside Cement and California Portland Cement Company and has worked with cement producers including to help design material input methodologies to reduce nitrogen oxide emissions from calcining cement. Mr. Bremer developed a large organic composting operation in Riverside County, California which he sold to Synagro Technologies, Inc., currently part of The Carlyle Group. Mr. Bremer has been involved in property development in Riverside County and Napa Valley in California including permitting processes. Mr. Bremer earned his Bachelor’s degree in Agri-Business from California State Polytechnic University, Pomona, California.
Mr. Bremer was appointed to the Board because of his industry experience.
Jeffrey Guzy – Director
Jeffrey Guzy has been a director since April 8, 2020. Mr. Guzy has served as a director of Leatt Corporation (OTC: LEAT) since May 2007 and Capstone Companies (OTC: CAPC) since May 2007. Mr. Guzy has served as a director of Brownie’s Marine Group Inc. (OTC: BWMG) and Life on Earth, Inc. (OTC:LFER) since 2019. Mr. Guzy held executive positions at several large international companies, including Loral Space, Sprint International, Verizon and IBM. Mr. Guzy founded and has served as executive chairman, president and chief executive officer at CoJax Oil & Gas Corporation (OTC: CJAX) since 2017. Mr. Guzy served as chief executive officer for Central Oil & Gas Corp. of America from 2013 through 2020. Mr. Guzy founded Facilicom International, Inc., an international telephone company is 1994. Mr. Guzy has also served as an executive manager of business development to several telecom companies including Bell Atlantic Corp. Mr. Guzy received an MBA from the Wharton School of Business at the University of Pennsylvania, an MS in Systems Engineering from the University of Pennsylvania, and a BS in Electrical Engineering from Pennsylvania State University.
Mr. Guzy was appointed to the Board because of his business acumen as well as his business development experience.
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Stephen Gillings Employment Agreement
The Company entered into an employment agreement with Mr. Gillings dated December 13, 2023, pursuant to which Mr. Gillings will be paid a base salary of $100,000 per year to serve as the Company’s Chief Financial Officer. The agreement may be terminated by Mr. Gillings at any time upon 90 days prior notice and by the Company, at any time, with or without “cause.” If the agreement is terminated by the Company without cause, so long as Mr. Gillings is employed six months, Mr. Gillings will be entitled to three months’ salary plus one additional month for every year of employment as a severance payment.
In addition, the agreement provides for the grant to Mr. Gillings of an option to purchase 200,000 shares of common stock on each of December 31, 2023 and the first and second anniversaries thereof, at a purchase price per share equal to the fair market value of the Company’s publicly traded common stock on the date of grant. Each option vests one year from the date of grant, and is exercisable for three years, provided that Mr. Gillings is then employed by the Company. Upon termination of Mr. Gillings’ employment, other than for cause, any vested option will remain exercisable for 30 days after such termination. Mr. Gillings will also be eligible for discretionary annual bonuses based on performance. The agreement also contains customary confidentiality, non-competition, non-solicitation and non-disparagement provisions.
Family Relationships
There are no arrangements or understandings between our directors and any other person pursuant to which they were appointed as an officer and director of the Company. There are no family relationships between any of our directors or executive officers.
Involvement in Certain Legal Proceedings
There are no legal proceedings that have occurred within the past ten years concerning our directors, or control persons which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one’s participation in the securities or banking industries, or a finding of securities or commodities law violations.
Committees of the Board of Directors
We have established two committees under the Board of Directors, an audit committee and a compensation committee.
The Company does not have a nominating committee. The full Board of Directors considers nominations for new members to the Board.
Compensation Committee
The Compensation Committee currently has two members, Jeffrey Guzy, Chairman, and Kimberly Kurtis. The Compensation Committee initially determines matters relating to executive officer compensation, including the issuances of stock options and other compensatory matters. The Compensation Committee then makes recommendations to the Board of Directors concerning such executive officer compensation.
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Audit Committee
The Audit Committee currently has two members Jeffrey Guzy, Chairman, and John Bremer. The Audit Committee is responsible for: (i) selection and oversight of our independent accountants; (ii) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls, and auditing matters; (iii) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (iv) engaging outside advisors; and (v) funding for the outside auditor and any outside advisors engagement by the audit committee.
Our board has determined that Mr. Guzy qualifies as an “audit committee financial expert” as such term is defined in Item 407(d) of Regulation S-K promulgated by the SEC.
Director Compensation
The following table sets forth certain information concerning compensation earned by the Company’s non-employee directors for services rendered as a director during the year ended November 30, 2025:
Director Compensation Table
| Name | Fees Earned or Paid in Cash |
Stock Awards |
Option Awards |
Non-Equity Incentive Plan Compensation |
Nonqualified Deferred Compensation Earnings |
All
Other Compensation |
Total | |||||||||||||||||||||
| Jeffrey Guzy | $ | 21,000 | $ | - | $ | - | - | - | - | $ | 21,000 | |||||||||||||||||
| Brady Barto | $ | 2,000 | $ | - | $ | - | - | - | - | $ | 2,000 | |||||||||||||||||
| Kimberly Kurtis | $ | 17,000 | $ | - | $ | - | - | - | - | $ | 17,000 | |||||||||||||||||
On April 8, 2021, the Company entered into the Guzy Director Agreement pursuant to which Mr. Guzy will 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 per month which accrues as 0% debt to the Company until the Company has its first cash-flow positive month. Effective March 1, 2023, Mr. Guzy’s monthly compensation was increased to $1,500. Any amounts owed to Mr. Guzy at the Renewal Date or upon Mr. Guzy’ resignation or removal will be converted into common stock at the lower of price per share of $0.10 or the VWAP of the common stock for the 20-days immediately preceding the Renewal Date or the Termination Date, as the case may be. The Agreement also includes a non-competition provision during the term of the Agreement and for twelve months thereafter. As of November 30, 2025, the company has debt of $8,000 owed to Mr Guzy to be paid in cash.
On August 13, 2021, the Company entered into the Kurtis Director Agreement pursuant to which Dr. Kurtis will serve as a director and provide 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 per month which accrues as debt to the Company until the Company has its first cash-flow positive month. Any amounts owed to Dr. Kurtis at the 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 exchange or trading market where such stock is then traded or quoted or the VWAP of the common stock for the 20-days immediately preceding the Renewal Date or the Termination Date, as the case may be. Dr. Kurtis was also issued a five-year stock option to purchase 200,000 shares of common stock at $0.15. The Agreement includes a non-competition provision during the term of the Agreement and for twelve months thereafter. As of November 30, 2025, the Company has debt in the amount of $45,000 owed to Dr. Kurtis.
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On September 11, 2023, the Company entered into the Barto Agreement pursuant to which Mr. Barto agreed to devote as much time as is necessary to perform completely the duties as a director. Mr. Barto was to be notified within 30 days before the end of the twelve months whether his contract would be renewed under the same terms of compensation. As compensation therefor, Mr. Barto was entitled to a cash fee of $1,000 per month which accrues as debt to the Company until the Company has its first cash-flow positive month. Any amounts owed to Mr. Barto at the end of the twelve-month term or at his earlier removal or resignation will be converted into common stock at the lower price of $0.15 per share or the VWAP of the common stock for the 20-days from the last date of Mr. Barto being on the board. Mr. Barto was also issued a five-year stock option to purchase 200,000 shares of common stock at $0.15 per share. The Agreement includes a non-competition provision during the term of the Agreement and for twelve months thereafter. Mr. Barto resigned as director on February 5, 2025. On June 24, 2025, $17,000 cash fees owed to Mr. Barto under the Barto Director Agreement were converted into 250,050 shares of the Company’s common stock.
Code of Ethics
Our Board of Directors has adopted a Code of Business Conduct and Ethics (the “Code”) that applies to the directors, officers and employees of the Company. We have filed a copy of our Code as an exhibit to our Annual Report on Form 10-K filed with the SEC on February 28, 2018. Our Code may be reviewed by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code will be provided without charge upon request from us.
Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities (“Reporting Persons”), to file reports ownership and changes in ownership with the SEC.
Based solely on our review of copies of such reports and representations from Reporting Persons, we believe that during the fiscal year ended November 30, 2025, the Reporting Persons timely filed all such reports, except that Jeffrey Guzy failed to timely file a Form 4 to report the change in exercise price of stock options.
Changes in Nominating Process
There are no material changes to the procedures by which security holders may recommend nominees to our Board.
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ITEM 11. EXECUTIVE COMPENSATION
Summary Compensation Table
The following table shows the compensation awarded to, earned by or paid to our Chief Executive Officer and our other executive officer who received compensation in excess of $100,000 during the fiscal year ended November 30, 2025 (each, a “Named Executive Officer”).
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensa- tion ($ ) | Non-qualified Deferred Compensation Earnings ($) | All Other Compensa- tion ($) | Total ($) | |||||||||||||||||||||||||||
| A. Scott Dockter, | 2025 | 120,000 | - | - | - | - | - | - | 120,000 | |||||||||||||||||||||||||||
| Chief Executive Officer, President and Director | 2024 | 120,000 | - | - | - | - | - | - | 120,000 | |||||||||||||||||||||||||||
| Stephen Gillings, Chief Financial | 2025 | 100,000 | - | - | 16,199 | - | - | - | 116,762 | |||||||||||||||||||||||||||
| Officer | 2024 | 100,000 | - | - | 16,762 | - | - | - | 116,199 | |||||||||||||||||||||||||||
Employment Agreements
Except for Mr. Gillings’ employment agreement described above, the Company does not have any employment agreements with its executive officers.
Change-in-Control Agreements
The Company does not have any change-in-control agreements with its executive officers.
Outstanding Equity Awards at November 30, 2025
The table below reflects all equity awards made to any Named Executive Officer that were outstanding on November 30, 2025.
| Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option ($) | Option Date | |||||||||||
| Stephen Gillings | 06/06/2025 | - | 200,000 | (1) | $ | 0.06 | 02/06/2031 | |||||||||
| 12/13/2023 | 200,000 | (2) | - | $ | 0.06 | 02/06/2030 | ||||||||||
| (1) | Shares subject to the option vest on February 6, 2026. | |
| (2) | Shares subject to the option vested on December 13, 2024. |
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table lists, as of March 17, 2026, the number shares of common stock beneficially owned by (i) each person or entity known to the Company to be the beneficial owner of more than 5% of the Company’s outstanding common stock; (ii) the Named Executive Officer; and (iii) all officers and directors as a group. Information relating to beneficial ownership of Common Stock by our principal shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power with respect to the shares beneficially owned. Unless otherwise indicated, the business address of each such person is c/o PureBase Corporation, 14110 Ridge Road, Sutter Creek, California 95685. The percentages below are calculated based on 277,968,151 shares of common stock issued and outstanding as of March 17, 2026.
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Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent | ||||||
| 5% Stockholders | ||||||||
US Mine Corporation (1) 8625 Highway 124 Ione, California 95640 | 136,635,328 | (1) | 49.2 | % | ||||
Bremer Family 1995 Living Family Trust (3) 1660 Chicago Avenue Riverside, California 92506 | 40,163,000 | (2) | 14.4 | % | ||||
| James Todd Gauer 401 Bay Street, Suite 2410 Toronto, ON M5H2Y4 Canada | 17,338,800 | (3)(4) | 6.0 | % | ||||
| Directors and Executive Officers | ||||||||
| A. Scott Dockter | 36,643,795 | 13.2 | % | |||||
| John Bremer | 40,163,000 | (5)(6) | 14.4 | % | ||||
| Dr. Kimberly Kurtis | 1,222,424 | (7) | * | |||||
| Jeffrey Guzy | 1,410,000 | (8) | * | |||||
| Stephen Gillings | 400,000 | (9) | * | |||||
| Directors and officers as a group (6 persons) | 79,825,,886 | (5)(10) | 28.5 | % | ||||
*Represents less than 1%
| (1) | John Bremer, President and a director of USMC is a 33% owner of USMC, and Craig Barto is a 67% owner of USMC, and share voting and dispositive power over the shares held by USMC in relation to their ownership of USMC. |
| (2) | John Bremer, as trustee of the Bremer Family 1995 Living Family Trust (“Bremer Trust”), has voting and dispositive power over the shares held by the Bremer Trust. |
| (3) | Incudes a currently exercisable option to purchase 8,669,400 shares. |
| (4) | Includes 8,501,400 shares and 168,000 shares owned by Baystreet Capital Management Corp and Bayshore Capital, LLC., respectively, over which James Todd Gauer has sole voting and dispositive power. |
| (5) | Represents 40,163,000 shares owned by the Bremer Trust of which Mr. Bremer, as trustee has sole voting and dispositive power. |
| (6) | Excludes 45,545,109 shares held by USMC which represents Mr. Bremer’s 33% ownership of USMC. |
| (7) | Includes currently exercisable options to purchase 842,424 shares and 300,000 shares which are issuable in lieu of director’s fees pursuant to the Kurtis Director Agreement. |
| (8) | Includes currently exercisable options to purchase 1,100,000 shares. |
| (9) | Represents currently exercisable options. |
| (10) | Includes options to purchase an aggregate of 2,342,424 shares and 300,000 shares issuable in lieu of directors’ fees. |
Changes in Control Agreements.
The Company does not have any change-in-control agreements with any of its executive officers.
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Transactions with Related Persons
Except as set forth below, since December 1, 2022, there have been no transactions, or currently proposed transactions, in which we were or are to be a participant and the amount involved exceeds $120,000, and in which any of the following persons had or will have a direct or indirect material interest:
| ● | any director or executive officer of our company; |
| ● | any person who beneficially owns, directly or indirectly, more than 5% of our outstanding shares of common stock; |
| ● | any promoters and control persons; and |
| ● | any member of the immediate family (including spouse, parents, children, siblings and in laws) of any of the foregoing persons. |
John Bremer, a director, is also an officer, director and owner of USMC and US Mine LLC.
The following tables outline the related parties associated with the Company and amounts due for each period indicated:
During the year ended November 30, 2025 |
During the year ended November 30, 2024 |
|||||||
| US Mine Corporation – Convertible Notes and Accrued Interest, Expenses Paid, and Cash Advances | $ | 103,336 | $ | 1,578,592 | ||||
| A. Scott Dockter – Promissory Note, Interest | $ | 42,361 | $ | 42,263 | ||||
| Kimberly Kurtis – Convertible Note, Board Member | $ | 45,000 | $ | 28,000 | ||||
| John Bremer – Promissory Note, Principal and Interest | $ | 33,685 | $ | 31,000 | ||||
| Brady Barto – Convertible Note, Board Member | $ | - | $ | 15,000 | ||||
US Mine Corporation
On December 1, 2013, the Company entered into a contract mining agreement with USMC, a 5% shareholder and a company 25% owned by A. Scott Dockter, our President and Chief Executive Officer, and a director, and 25% owned by John Bremer, a director, pursuant to which USMC will provide various technical evaluations and mine development services to the Company. Services totaling $0 were rendered by USMC for the fiscal years ended November 30, 2025 and 2024, respectively. For the year ended November 30, 2025, the Company paid USMC $65,325 under the mining agreement and $28,200 was unpaid at November 30, 2025. For the year ended November 30, 2024, the Company paid USMC $68,801 under the mining agreement and $450 was unpaid at November 30, 2024.
During the fiscal years ended November 30, 2025 and 2024, USMC paid $3 and $13,632, respectively, of expenses to the Company’s vendors and creditors on behalf of the Company and also made cash advances to the Company of $617,000 and $2,169,714, respectively
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On April 7, 2022, the Company entered into a Securities Purchase Agreement with USMC pursuant to which USMC may purchase up to $1,000,000 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 $0.39 per share. USMC purchased notes in the principal amounts of $470,862, $140,027, and $308,320 on August 30, 2022, November 29, 2022, and February 28, 2023, respectively. On January 31, 2024, USMC converted the outstanding principal of the three notes and accrued interest of $33,476, $8,210, and $14,233 on the August 30, 2022, the November 29, 2022, and the February 28, 2023 notes, respectively, into a total of 2,500,330 shares of the Company’s common stock.
On March 20, 2023, the Company entered into a Securities Purchase Agreement with USMC pursuant to which USMC may purchase up to $1,000,000 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 $0.10 per share. USMC purchased notes in the principal amounts of $412,533 and $193,935 on May 31, 2023 and June 30, 2023. On January 31, 2024, USMC converted the outstanding principal of both notes and accrued interest of $22,152 and $9,139 on the May 31, 2023 and the June 30, 2023 notes, respectively, into a total of 6,377,593 shares of the Company’s common stock.
US Mine LLC
On May 27, 2021, the Company entered into the Materials Extraction Agreement with US Mine, LLC, (the “Material Extraction Agreement”) pursuant to which the Company acquired the right to extract up to 100,000,000 tons of certain raw clay materials. A. Scott Dockter and John Bremer, each own 33% of US Mine LLC. The Materials Extraction Agreement is effective until 100,000,000 tons of material are 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% 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.
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 was amended, pursuant to which the US Mine Note was terminated and of no further force 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 vested as to 58,000,000 shares on April 6, 2022, 29,000,000 shares on October 6, 2022, and 29,000,000 shares on April 6, 2023. This agreement was further amended and restated in June 2022 to state that the Note was retroactively rescinded ab initio. On June 18, 2025, the Company entered into the Master Agreement with USMC, US Copper LLC, and US Mine LLC, pursuant to which mining rights US Mine LLC granted to us to purchase up to 100,000,000 tons of metakaolin supplementary cementitious materials from properties owned by US Mine LLC and US Mine LLC’s stock option to purchase up to 116,000,000 shares of our common stock at an exercise price of $0.38 per share which were granted pursuant to our Materials Extraction Agreement with US Mine LLC, dated May 27, 2021, as amended on October 6, 2021, and further amended on November 1, 2023, were cancelled.
Note payable – USMC
On February 8, 2024, the Company issued a convertible promissory note in the amount of $618,000 to USMC, with a maturity date of February 7, 2026. The principal amount was funded in equal installments as follows: on February 8, 2024 $103,000; on March 1, 2024 $103,000; on April 1, 2024 $103,000; on May 1, 2024 $103,000; on July 1, 2024 $103,000; on August 1, 2024 $103,000. The note bears interest at 8% per annum which is payable on maturity. Total interest expense for the three months ended August 31, 2025 and 2024 was $3,845 and $10,506, respectively. Total interest expense for the nine months ended August 31, 2025 and 2024 was $27,192 and $17,235, respectively. 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 $0.08 per share. On June 16, 2025, the principal of $618,000 and accrued interest through June 16, 2025 of $56,925 were converted into 8,436,559 shares of the Company’s common stock at a conversion price of $0.08 per share.
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Lines of Credit – USMC
On July 10, 2023, the Company entered into a line of credit agreement and unsecured convertible grid promissory note with USMC. The July 10, 2023 line of credit agreement provides for the issuance of up to an aggregate of $1,000,000 of advances from USMC under an unsecured convertible grid promissory note until July 10, 2024. The note bears interest at 8% per annum and any outstanding principal or accrued interest under the note is convertible into shares of the Company’s common stock at a conversion price of $0.10 per share on the maturity date. As of the date of this filing, there have been $1,000,000 total advances from USMC under the July 10, 2023 line of credit agreement. As of February 28, 2025, the accrued interest on the July 10, 2023 line of credit was $0. On March 31, 2024, the noteholder converted the July 10, 2023 line of credit principal of $1,000,000 and accrued interest of $25,640 into 10,256,400 shares of common stock.
On March 7, 2024, the Company entered into a line of credit agreement and unsecured convertible grid promissory note with USMC. The March 7, 2024 line of credit agreement provides for the issuance of up to an aggregate of $1,000,000 of advances from USMC under an unsecured convertible grid promissory note until March 7, 2025. The note bears interest at 8% per annum and any outstanding principal or accrued interest under the note is convertible into shares of the Company’s common stock at a conversion price of $0.08 per share on the maturity date. As of November 30, 2025, there have been total advances of $1,000,000 from USMC under the March 7, 2024 line of credit agreement. Total interest expense for the year ended November 30, 2025 and 2024 was $43,518 and $16,840, respectively. The line of credit was fully funded in January 2025. 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 $0.08 per share. On June 16, 2025, the principal of $1,000,000 and accrued interest of $75,928 through June 16, 2025 of the March 7, 2024 line of credit with USMC were converted into 13,449,106 shares of the Company’s common stock at a conversion price of $0.08 per share.
USMC has advanced an additional $515,449 to the Company as of November 30, 2025. There was $4,336 in accrued interest as of November 30, 2025, based on an estimated interest rate of 8% per annum pursuant to the interest rate on the existing line of credit. On June 16, 2025, principal of $416,449 and accrued interest through June 16, 2025 of $10,360 were converted into 5,335,107 shares of the Company’s common stock at a conversion price of $0.08 per share. Advances of $99,000 and accrued interest of $4,336 were not converted into shares of common stock.
Line of Credit - CoreTer
On February 27, 2026, Purebase Corporation, a Nevada corporation (the “Company”) entered into a line of credit agreement (the “Line of Credit Agreement”) with CorTer, LLC, a Nevada limited liability company (“CoreTer”) which is owned and managed by A. Scott Dockter, the Company’s Chief Executive Officer, under which CoreTer agreed to make an unsecured loan to the Company of up to $1,000,000 until February 27, 2027. Any loan amounts may be prepaid by the Company without interest or penalty. The Company has received $532,756 in funds on the line of credit as of the date of this filing.
On February 27, 2026, the Company also issued an unsecured promissory note to CoreTer, in the principal amount of the lesser of (i) $1,000,000 and (ii) the aggregate unpaid principal amount of all loans made pursuant to the Line of Credit Agreement, together with all accrued interest thereon. The Note bears interest at the rate of 8% per annum and matures on February 27, 2027. The holder of the Note has the right to convert any outstanding principal and interest under the Note into shares of common stock of the Company (the “Conversion Shares”) at a conversion price equal to the weighted average closing price of the Company’s common stock for the twenty trading days prior to the conversion of the Note. The number of Conversion Shares to which the holder may be entitled is subject to adjustments as a result of stock dividends, divisions, splits, combinations, reclassifications or certain corporate actions, as described in the Note. Upon the occurrence of an event of default as described in the Note, any outstanding principal amount and accrued interest thereon will become immediately due and payable.
A related party advanced the Company $31,000 on November 1, 2024. The promissory note is due November 1, 2025 and bears interest at 8% per annum. Total interest expense for the year ended August 31, 2025 was $2,685.
Board of Directors
On April 8, 2023, the Company issued an immediately exercisable five-year option to Jeffrey Guzy, a director, to purchase 350,000 shares of common stock with an exercise price of $0.10 per share for board services.
On August 10, 2023, the Company issued an immediately exercisable five-year option to Dr. Kimberly Kurtis, a director, to purchase 200,000 shares of common stock with an exercise price of $0.15 per share for board services.
On September 13, 2023, the Company issued an immediately exercisable five-year option to Brady Barto, a former director, to purchase 200,000 shares of common stock with an exercise price of $0.15 per share for board services.
| 40 |
Executive Officers
On August 31, 2017, the Company issued a promissory note in the principal amount of $197,096 to A. Scott Dockter, President, Chief Executive Officer and a director of the Company to consolidate total amounts of indebtedness due to Mr. Dockter. The note bears interest at 6% and is due upon demand. Since December 1, 2020, the Company has repaid $127,816 towards the balance of the note. As of November 30, 2025 the outstanding principal balance due on this note is $0 and the accrued interest is $42,361.
On June 20, 2025, the Company issued a note in the amount of $5,000 to A. Scott Dockter, Chief Executive Officer and a director of the Company, to provide short-term funds to the Company. The note bears interest at 8% and is due upon the Company becoming cash flow positive from operations. During the year ended November 30, 2025, the Company made $5,000 in payments towards the outstanding balance of the note. Total interest expense on the note was $69 for the year ended November 30, 2025. The balance on the note was $0 as of November 30, 2025. There was $0 of accrued interest as of November 30, 2025.
On June 30, 2025, the Company issued a note in the amount of $6,000 to A. Scott Dockter, Chief Executive Officer and a director of the Company, to provide short-term funds to the Company. The note bears interest at 8% and is due upon the Company becoming cash flow positive from operations. During the year ended November 30, 2025, the Company made $6,000 in payments towards the outstanding balance of the note. Total interest expense on the note was $29 for the year ended November 30, 2025. The balance on the note was $0 as of November 30, 2025. There was $0 of accrued interest as of November 30, 2025.
In connection with Stephen Gillings’ appointment as Chief Financial Officer of the Company, on December 13, 2023, the Company granted Mr. Gillings a five-year stock option to purchase 200,000 shares of the Company’s common stock at an exercise price of $0.09 per share. The shares subject to the option became exercisable on December 13, 2024. The stock option was repriced to $0.06 per share on February 6, 2025 and the expiration date was extended to February 6, 2031. On February 6, 2025, Mr. Gillings was granted a five-year stock option to purchase 200,000 shares of the Company’s common stock at an exercise price of $0.06 per share. The shares subject to the option become exercisable on February 6, 2026.
Director Independence
We believe that Jeffrey Guzy and Kimberly Kurtis would be deemed “independent” under the applicable NASDAQ definition.
| 41 |
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit and Accounting Fees
The following table sets forth the aggregate fees billed to the Company for professional services rendered by our principal accountants, Turner, Stone & Company, LLP (“TSC”) for the years ended November 30, 2025 and 2024:
Years Ended November 30, | ||||||||
| Services | 2025 | 2024 | ||||||
| Audit fees | $ | 89,865 | $ | 68,250 | ||||
| Audit related fees | - | - | ||||||
| Tax fees | - | - | ||||||
| All other fees | - | - | ||||||
| Total fees | $ | 89,865 | $ | 68,250 | ||||
Audit Fees
Audit fees consist of fees incurred for professional services rendered for the audit of our annual consolidated financial statements, the review of our interim consolidated financial statements included in our quarterly reports on Form 10-Q and for services that are normally provided in connection with statutory or regulatory filings or engagements.
Audit-Related Fees
Audit-related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our financial statements but are not reported under “Audit fees.”
Tax Fees
Tax fees consist of fees billed for professional services relating to tax compliance, tax planning, and tax advice. including the preparation of our corporate tax returns.
All Other Fees
All other fees consist of fees billed for services not associated with audit or tax.
Audit Committee’s Pre-Approval Practice
Prior to the engagement of our independent auditor, such engagement was approved by our audit committee. The services provided under this engagement may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to report to our audit committee at least quarterly regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. Our audit committee may also pre-approve particular services on a case-by-case basis. All audit-related fees, tax fees and other fees incurred by us were approved by our audit committee.
Pre-Approval of Audit and Permissible Non-Audit Services
The percentage of hours expended TSC’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was 0%.
| 42 |
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
The following exhibits are included as part of this Annual Report:
| Incorporated by Reference | ||||||||
Exhibit Number |
Exhibit Description | Form | Exhibit | Filing Date | ||||
| 2.1 | Plan and Agreement of Reorganization among Port of Call Online, Inc., PureBase, Inc. and certain stockholders of PureBase, Inc., dated December 23, 2014 | 8-K | 2.1 | 12/24/2014 | ||||
| 2.2 | Plan and Agreement of Reorganization among PureBase, Inc., US Agricultural Minerals, LLC and the members of US Agricultural Minerals, LLC, dated November 24, 2014 | 8-K | 10.4 | 12/24/2014 | ||||
| 3.1 | Articles of Incorporation | S-1 | 3.1 | 05/13/2013 | ||||
| 3.2 | Certificate of Change to Articles of Incorporation (stock split), effective November 7, 2014 | 10-K | 3.1.2 | 03/16/2015 | ||||
| 3.3 | Amendment to the Articles of Incorporation (stock split), effective January 12, 2015 | 10-K | 3.1.3 | 03/16/2015 | ||||
| 3.4 | Certificate of Change to Articles of Incorporation (stock split), effective June 15, 2015 | 8-K | 3.1.4 | 06/16/2015 | ||||
| 3.5 | Bylaws | S-1 | 3.2 | 05/13/2013 | ||||
| 4.1 | Description of Securities | 10-K | 4.1 | 03/16/2021 | ||||
| 4.2 | Form of 5% Unsecured Convertible Promissory Note | 8-K | 4.1 | 04/14/2022 | ||||
| 4.3 | 5% Convertible Note between the Company and US Mine Corp., dated March 14, 2022 | 8-K | 4.2 | 04/14/2022 | ||||
| 4.4 | 8% Unsecured Convertible Grid Note issued to US Mine Corp. on July 10, 2023 | 8-K | 4.1 | 07/13/2023 | ||||
| 10.1 | Distribution Agreement between the Company and New Ag Technologies, Inc., dated September 5, 2019 | 10-Q | 10.1 | 10/18/2019 | ||||
| 10.2 | Debt Exchange Agreement between the Company and US Mine Corp, dated September 5, 2019 | 8-K | 10.10 | 09/10/2019 | ||||
| 10.3 | Securities Purchase Agreement between the Company and US Mine Corp, dated September 26, 2019 | 10-Q | 4.1 | 10/18/2019 | ||||
| 10.4 | Securities Purchase Agreement between the Company and US Mine Corp, dated March 17, 2021 | 8-K | 10.1 | 03/23/2021 | ||||
| 10.5 | Amendment to Debt Exchange Agreement, dated February 7, 2020, between the Company and US Mine Corp. | 8-K | 10.1 | 02/13/2020 | ||||
| 10.6 | Investment Banking Agreement, dated October 23, 2018 between the Company and Newbridge Securities Corporation | 10-K | 10.11 | 02/28/2020 | ||||
| 10.7 | Compensation Committee Charter | 10-K | 10.12 | 02/28/2020 | ||||
| 10.8 | Purchase and Sale Agreement between the Company and Bremer Family 1995 Living Family Trust, dated April 1, 2020 | 8-K | 10.13 | 04/03/2020 | ||||
| 10.9 | Director Agreement dated as of April 8, 2020, between the Company and Jeffrey Guzy | 8-K | 10.14 | 04/09/2020 | ||||
| 10.10 | Materials and Supply Agreement between the Company and US Mine Corp, dated April 22, 2020 | 8-K | 10.1 | 04/28/2020 | ||||
| 10.11 | Asset Purchase Agreement by and between the Company and Quove Corporation, dated May 1, 2020 | 8-K | 10.1 | 05/07/2020 | ||||
| 10.12 | 5% Convertible Note between the Company and US Mine Corp, dated December 1, 2019 | 10-K | 10.11 | 03/16/2021 | ||||
| 10.13 | 5% Convertible Note between the Company and US Mine Corp, dated January 1, 2020 | 10-K | 10.12 | 03/16/2021 | ||||
| 10.14 | 5% Convertible Note between the Company and US Mine Corp, dated February 1, 2020 | 10-K | 10.13 | 03/16/2021 | ||||
| 10.15 | 5% Convertible Note between the Company and US Mine Corp, effective December 1, 2020 | 10-K | 10.15 | 03/15/2022 | ||||
| 10.16 | 5% Convertible Note between the Company and US Mine Corp, dated March 17, 2021 | 8-K | 4.1 | 03/23/2021 | ||||
| 10.17 | Materials Extraction Agreement, dated May 27, 2021, by and between the Company and US Mine, LLC | 8-K | 10.14 | 05/27/2021 | ||||
| 10.18 | 2.5% Convertible Note between the Company and US Mine, LLC, dated May 27, 2021 | 8-K | 4.2 | 05/27/2021 | ||||
| 10.19 | Director Agreement, dated as of August 13, 2021, between the Company and Kimberly Kurtis | 8-K | 10.15 | 08/17/2021 | ||||
| 10.20 | Option Agreement, dated August 13, 2021, between the Company and Kimberly Kurtis | 8-K | 10.16 | 08/17/2021 | ||||
| 10.21 | Amendment to Materials Extraction Agreement, dated October 6, 2021, between the Company and US Mine, LLC | 8-K | 10.17 | 10/06/2021 | ||||
| 43 |
| 10.22 | Stock Option Agreement, dated October 6, 2021, between the Company to US Mine, LLC | 8-K | 10.18 | 10/06/2021 | ||||
| 10.23 | 5% Convertible Note between the Company and US Mine Corp, dated March 14, 2022 | 10-K | 10.23 | 02/28/2023 | ||||
| 10.24 | 5% Convertible Note between the Company and US Mine Corp, dated August 30, 2022 | 10-K | 10.24 | 02/28/2023 | ||||
| 10.25 | 5% Convertible Note between the Company and US Mine Corp, dated November 29, 2022 | 10-K | 10.25 | 02/28/2023 | ||||
| 10.26 | Investment Banking Agreement, dated May 19, 2022 between the Company and Newbridge Securities Corporation | 10-K | 10.26 | 02/28/2023 | ||||
| 10.27 | Amendment No. 1 to Director Agreement, dated August 26, 2022, between the Company and Jeffrey Guzy | 10-K | 10.27 | 02/28/2023 | ||||
| 10.28 | Amendment No. 1 to Director Agreement, dated August 26, 2022, between the Company and Dr. Kimberly Kurtis | 10-K | 10.28 | 02/28/2023 | ||||
| 10.29 | First Amendment to Promissory Notes, dated April 7, 2022, by and between the Company and U.S. Mine Corp. | 8-K | 10.1 | 04/14/2022 | ||||
| 10.30 | Securities Purchase Agreement, dated April 7, 2022, effective as of March 23, 2022, between the Company and US Mine Corp. | 8-K | 10.2 | 04/14/2022 | ||||
| 10.31 | First Amendment to Purchase and Sale Agreement, dated April 14, 2022, between the Company and Bremer Family 1995 Living Family Trust | 8-K | 10.3 | 04/14/2022 | ||||
| 10.32 | Amended and Restated Amendment to Materials Extraction Agreement, dated June 17, 2022, by and between the Company and US Mine, LLC | 8-K/A | 10.22 | 06/21/2022 | ||||
| 10.33 | Settlement Agreement, dated June 2, 2022, among the Company, Agregen International Corporation, Robert Hurtado, James Todd Gauer and John Gingerich. | 8-K/A | 10.1 | 09/30/2022 | ||||
| 10.34 | Option Agreement, dated June 3, 2022. | 8-K/A | 10.2 | 09/30/2022 | ||||
| 10.35 | Ione Lease Amendment, dated 11/1/2022 | 10-K | 10.35 | 02/28/2023 | ||||
| 10.36 | 2017 Stock Option Plan | 10-K | 10.36 | 02/28/2023 | ||||
| 10.37 | Amended and Restated Amendment to Materials Extraction Agreement, dated June 17, 2022, by and between Purebase Corporation and US Mine, LLC | 8-K/A | 10.22 | 06/21/2022 | ||||
| 10.38 | Line of Credit Agreement, dated July 10, 2023 between the Company and US Mine Corp | 8-K | 10.1 | 07/13/2023 | ||||
| 10.39 | Director Agreement, dated September 11, 2023, between the Company and Brady Barto | 8-K | 10.38 | 09/15/2023 | ||||
| 10.40 | Option Agreement, dated September 11, 2023, between the Company and Brady Barto | 8-K | 10.39 | 09/15/2023 | ||||
| 10.41 | Second Amendment to Materials Extraction Agreement, dated November 1, 2023 | 8-K | 10.1 | 11/07/2023 | ||||
| 10.42 | Employment Agreement, dated December 13, 2023, between the Company and Stephen Gillings | 8-K | 10.1 | 12/15/2023 | ||||
| 10.43 | Advisory Service Agreement, dated June 9, 2023, between the Company and Karen Scrivener | 10-K | 10.43 | 02/28/2024 | ||||
| 10.44 | Purebase Master Agreement, dated as of June 18, 2025, US Mine Corp., US Copper LLLC, US Mine LLC and the Company | 8-K | 10-1 | 7/9/2025 | ||||
| 10.45 | Recission Agreement, dated as of June, 18, 2025, between the Company and Bremer Family 1995 Living Family Trust | 8-K | 10.2 | 7/9/2025 | ||||
| 10.46 | Assignment of Lease, dated as of June 18, 2025, between US Mine Corp. and the Company | 8-K | 10.3 | 7/9/2025 | ||||
| 10.47 | Master Agreement, dated as of June 18, 2025, between Arthur Scott Dockter, Teresa Dockter, US Mine Corp., US Copper LLC and US Mine LLC | 8-K | 10.4 | 7/9/2025 | ||||
| 10.48 | Purebase Common Stock Purchase Agreement, dated as of June 18, 2025, between Arthur Scott Dockter and US Mine Corp. | 8-K | 10.5 | 7/9/2025 | ||||
| 10.49 | Loan Agreement, dated as of July 31, 2025, between Dockter Farms LLC, JJ Astor & Co. and the Company | 8-K | 10.1 | 8/7/2025 | ||||
| 10.50 | Secured Promissory Note, dated as of July 31,2025, between Dockter Farms LLC, JJ Astor & Co. and the Company between Dockter Farms LLC, JJ Astor & Co. and the Company | 8-K | 10.2 | 8/7/2025 | ||||
| 10.51 | Pledge and Security Agreement, dated as of July 31, 2025, between Dockter Farms LLC, JJ Astor & Co. and the Company | 8-K | 10.3 | 8/7/2025 | ||||
| 10.52 | Securities Purchase Agreement, dated September 24, 2025, between the Company and Vanquish Funding Group Inc. | 8-K | 10.1 | 10/14/25 | ||||
| 10.53 | $123,050 Promissory Note, issued September 24, 2025 to Vanquish Funding Group Inc. | 8-K | 10.2 | 10/14/25 | ||||
| 14.1 | Code of Business Conduct and Ethics | 10-K | 14 | 2/28/2018 | ||||
| 21.1 | Subsidiaries of the Registrant | 10-K | 21.1 | 02/28/2020 | ||||
| 31.1* | Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer | |||||||
| 31.2* | Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer | |||||||
| 32.1** | Section 1350 Certification of Chief Executive Officer | |||||||
| 32.2** | Section 1350 Certification of Chief Financial Officer | |||||||
| 101.INS | Inline XBRL Instance Document* | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema* | |||||||
| 101.CAL | Inline XBRL Taxonomy Calculation Linkbase* | |||||||
| 101.LAB | Inline XBRL Taxonomy Label Linkbase* | |||||||
| 101.PRE | Inline XBRL Definition Linkbase Document* | |||||||
| 101.DEF | Inline XBRL Definition Linkbase Document* |
* Filed herewith
** Furnished herewith
ITEM 16. FORM 10-K SUMMARY
None
| 44 |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
PUREBASE CORPORATION
| By: | /s/ A. Scott Dockter | |
| A. Scott Dockter | ||
| Chief Executive Officer and President (Principal Executive Officer) | ||
| Date: | March 18, 2026 | |
| By: | /s/ Stephen Gillings | |
| Stephen Gillings | ||
| Chief Financial Officer (Principal Financial and Accounting Officer) | ||
| Date: | March 18, 2026 |
| 45 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By: | /s/ A. Scott Dockter | |
| A. Scott Dockter | ||
| Chief Executive Officer, Chief Financial Officer, President and Director | ||
| Date: | March 18, 2026 | |
| By: | /s/ Jeffrey Guzy | |
| Jeffrey Guzy | ||
| Director | ||
| Date: | March 18, 2026 | |
| By: | /s/ John Bremer | |
| John Bremer | ||
| Director | ||
| Date: | March 18, 2026 | |
| By: | /s/ Kimberly Kurtis | |
| Kimberly Kurtis | ||
| Director | ||
| Date: | March 18, 2026 |
| 46 |
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
PUREBASE CORPORATION AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS NOVEMBER 30, 2025 AND 2024
TABLE OF CONTENTS
| Page | |
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PCAOB ID No. # |
F-2 |
| CONSOLIDATED FINANCIAL STATEMENTS: | |
| Consolidated Balance Sheets as of November 30, 2025 and November 30, 2024 | F-3 |
| Consolidated Statements of Operations For the Years Ended November 30, 2025 and November 30, 2024 | F-4 |
| Consolidated Statements of Stockholders’ Deficit For the Years Ended November 30, 2025 and November 30, 2024 | F-5 |
| Consolidated Statements of Cash Flows For the Years Ended November 30, 2025 and November 30, 2024 | F-6 |
| Notes to Consolidated Financial Statements For the Years Ended November 30, 2025 and November 30, 2024 | F-7 |
| F-1 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of Purebase Corporation
Opinion on the Financial Statements
Explanatory Paragraph – Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 of the financial statements, the Company expects to continue incurring operating losses and generating negative cash flows from operations for the foreseeable future. Additionally, the Company has a significant working capital deficiency, accumulated deficit and net loss for the year. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters.
/s/
We have served as the Company’s auditor since 2019.
March 18, 2026
| F-2 |
PUREBASE CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| November 30, | November 30, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Right of use asset | ||||||||
| Prepaid expenses and other assets | ||||||||
| Total Current Assets | ||||||||
| Property and equipment, net | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Interest payable, related parties | ||||||||
| Line of credit, current | ||||||||
| Lease liability, current | ||||||||
| Notes payable, net of debt discount, current | ||||||||
| Advances – related party, current | ||||||||
| Note payable, related party | ||||||||
| Convertible notes payable, related party | ||||||||
| Total Current Liabilities | ||||||||
| Interest payable, related party convertible note payable, net of current portion | ||||||||
| Convertible notes payable; related party, net of current portion | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 9) | ||||||||
| Stockholders’ Deficit: | ||||||||
| Preferred stock, $ par value; shares authorized; shares issued and outstanding, at November 30, 2025 and November 30, 2024 | ||||||||
| Common stock, $ par value; shares authorized; and shares issued and outstanding, at November 30, 2025 and November 30, 2024, respectively | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-3 |
PUREBASE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
| For the Year Ended | ||||||||
| November 30, 2025 | November 30, 2024 | |||||||
| Revenue, net | $ | $ | ||||||
| Cost of goods sold | ||||||||
| Gross margin | ||||||||
| Operating Expenses: | ||||||||
| Selling, general and administrative | ||||||||
| Stock based compensation | ||||||||
| Total Operating Expenses | ||||||||
| Loss From Operations | ( | ) | ( | ) | ||||
| Other Income (Expense): | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Interest expense, related party | ( | ) | ( | ) | ||||
| Loss on disposal of assets | ( | ) | ||||||
| Impairment of assets | ( | ) | ||||||
| Total Other Income (Expense) | ( | ) | ( | ) | ||||
| Loss before provision for income taxes | ( | ) | ( | ) | ||||
| Provision for income taxes | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Loss per Common Share - Basic and Diluted | $ | ) | $ | ) | ||||
| Weighted Average Shares Outstanding - Basic and Diluted | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
PUREBASE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
| Preferred Stock | Common Stock | Additional Paid-in | Accumulated | Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance at November 30, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Stock based compensation – options | - | - | ||||||||||||||||||||||||||
| Common stock issued for services– | - | |||||||||||||||||||||||||||
| Convertible debt converted into common stock, related party | - | |||||||||||||||||||||||||||
| Contribution from expenses paid by related party | - | - | ||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at November 30, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Stock based compensation – options | - | - | ||||||||||||||||||||||||||
| Common stock issued for services | - | |||||||||||||||||||||||||||
| Stock issued related to bridge loan | - | |||||||||||||||||||||||||||
| Convertible debt converted into common stock, related party | - | |||||||||||||||||||||||||||
| Board of director debt converted into common stock | - | |||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance at November 30, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-5 |
PUREBASE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Year Ended | ||||||||
| November 30, 2025 | November 30, 2024 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Stock based compensation | ||||||||
| Non-cash board of director compensation | ||||||||
| Right of use asset and liability, net | ( | ) | ||||||
| Common stock issued for services | ||||||||
| Contribution from expenses paid by related party | ||||||||
| Depreciation | ||||||||
| Debt discount | ||||||||
| Impairment of assets | ||||||||
| Loss on disposal of assets | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses and other current assets | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Interest payable, related parties | ||||||||
| Settlement liability | ( | ) | ||||||
| Net Cash Used In Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows From Investing Activities: | ||||||||
| Purchase of property and equipment | ( | ) | ||||||
| Sale of property and equipment | ||||||||
| Net Cash Provided by (Used In) Investing Activities | ( | ) | ||||||
| Cash Flows From Financing Activities: | ||||||||
| Proceeds from notes payable | ||||||||
| Payments on notes payable | ( | ) | ||||||
| Advances from related party | ||||||||
| Advances from related parties, convertible notes payable | ||||||||
| Loans from related party | ||||||||
| Proceeds from related party, line of credit | ||||||||
| Proceeds from notes payable from officer | ||||||||
| Payments on notes payable, to officer | ( | ) | ( | ) | ||||
| Net Cash Provided By Financing Activities | ||||||||
| Net Increase (Decrease) In Cash and Cash Equivalents | ( | ) | ||||||
| Cash and Cash Equivalents - Beginning of Year | ||||||||
| Cash and Cash Equivalents - End of Year | $ | $ | ||||||
| Supplemental Cash Flow Information: | ||||||||
| Cash paid for: | ||||||||
| Interest paid | $ | $ | ||||||
| Income taxes paid | $ | $ | ||||||
| Noncash operating and financing activities: | ||||||||
| Convertible debt converted to common stock | $ | $ | ||||||
| Vendors paid on behalf of the Company by USMC | $ | $ | ||||||
| Expenses paid on behalf of the Company by USMC | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-6 |
PUREBASE CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS
Corporate Overview
Purebase
Corporation (“Purebase” or the “Company”) was incorporated in the State of
The Company is headquartered in Sutter Creek, California.
Agricultural Sector
The Company develops specialized sun protectants.
Construction Sector
The Company had been developing and testing a kaolin-based product that it believed would help create a lower CO2-emitting concrete through the use of high-quality supplementary cementitious materials (“SCMs”). The Company was developing an SCM that it believed could 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 believed there were significant opportunities for high-quality SCM products in the construction materials sector.
The Company has decided that it will no longer develop and pursue the SCM market. The Company has decided to instead further develop and expand its presence in the agricultural sector, as it believes that it can achieve higher margins in that sector and that construction of an SCM plant would take approximately two years.
The Company previously utilized 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 minerals. John Bremer, a director, is also an officer, director, and partial owner of USMC. In addition, a substantial portion of the minerals used by the Company are obtained from properties owned or controlled by US Mine, LLC. John Bremer, a director, is also a partial owner of US Mine, LLC.
On
June 18, 2025, the Company entered into a master agreement (the “Master Agreement”) with USMC, US Copper LLC, a Nevada limited
liability company (“US Copper LLC”), and US Mine LLC, a California limited liability company (“US Mine LLC” and,
together with USMC and US Copper LLC, the “US Mine Entities”), pursuant to which mining rights US Mine LLC granted to us
to purchase up to
| F-7 |
NOTE 2 – GOING CONCERN AND LIQUIDITY
The
accompanying 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 November 30, 2025, the
Company had a significant accumulated deficit of $
The
Company’s plan, through the continued promotion of its products to existing and potential customers, is to generate sufficient
revenues to cover its anticipated expenses. The Company is currently exploring several other options to meet its short-term cash requirements,
including bridge loans and issuances of equity securities or equity-linked securities to third parties. Any additional debt will require
a consent from J.J. Astor. The Company will no longer be funded by infusions of cash from advances from USMC. The company entered into a $
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 bridge loans and equity and debt financing, will provide the necessary funding for the Company to continue as a going concern for the next twelve months.
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 issuance 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 consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The summary of significant accounting policies presented below is designed to assist in understanding the Company’s consolidated financial statements. Such consolidated financial statements and accompanying notes are the representation of the Company’s management, who is responsible for their integrity and objectivity.
Principles of Consolidation
These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries PureBase AG and Purebase AM. Intercompany accounts and transactions have been eliminated upon consolidation.
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.
| F-8 |
The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the 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 valuation methods for fair value of options, such as expected volatility, risk-free interest rate, and expected dividend rate.
Reclassifications
In Note 14, reclassifications were made to the table for November 30, 2024 net operating loss carryforwards, total deferred assets, and valuation allowance to reflect adjustments made to the calculations. These reclassifications had no impact on the Company’s financial position, results of operations, changes in stockholders’ deficit, or cash flows.
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 control to the customer.
Practical Expedients
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 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. |
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
Account 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. As of November 30, 2025 and 2024, the Company had
| F-9 |
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, except for SCM plants, which lives are estimated at thirty years. Expenditures that enhance the useful lives of the assets are capitalized and depreciated.
| Equipment | |
| Autos and trucks | |
| SCM plants |
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 the statement
of operations. The Company sold $
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. An impairment of $
Shipping and Handling
The
Company incurs shipping and handling costs which are charged back to the customer. There were
Advertising and Marketing Costs
The
Company expenses advertising and marketing costs as they are incurred. Advertising and marketing expenses were $
Fair Value Measurements
As defined in ASC 820, Fair Value Measurements and Disclosures, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement.
| 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. |
| F-10 |
| 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. |
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 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. 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 debts 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 and convertible debts have been excluded from the Company’s computation of net loss per share of common stock for the years ended November 30, 2025 and 2024.
| Year Ended November 30, | ||||||||
| 2025 | 2024 | |||||||
| Convertible Notes | ||||||||
| Stock Options | ||||||||
| Total | ||||||||
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 consolidated statements of operations.
| F-11 |
For stock options issued to employees and members of the Company’s Board of Directors (the “Board”) for their services, the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised.
Pursuant to ASU 2018-07 Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, the Company accounts for stock options issued to non-employees for their services in accordance ASC 718. The Company uses valuation methods and assumptions to value the stock options that are in line with the process for valuing employee stock options noted above.
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 leased office space from USMC, which, as of June 17, 2025, was 25% owned by A. Scott Dockter, our President, Chief Executive
Officer and a Director, 25% owned by John Bremer, a Director, and 50% owned by Craig Barto, father of Brady Barto, a former Director
of the Company (See Note 12). On May 8, 2025, the Company moved to office space in Sutter Creek, California owned by our Chief Executive
Officer for $
In accordance with ASC 842, the Company recognized a ROU asset and corresponding lease liability on the consolidated balance sheet for long-term office leases. See Note 7 – Leases for further discussion, including the impact in the accompanying 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 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 operations in the period that includes the enactment date.
The Company utilizes ASC 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.
For uncertain tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the consolidated financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the consolidated statements of operations.
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.
| F-12 |
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.
Recent Accounting Pronouncements
In November 2024, FASB issued Accounting Standards Update (ASU) 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures and Disaggregation of Income Statement Expenses
The amendments in the Update require disclosure, in the notes to the financial statements, of specific information about certain costs and expenses. The amendments require that at each interim and annual reporting period an entity:
| 1 | Disclose the amounts of (a) purchases of inventory, (b) employee compensation (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities ((DD&A) (or other amounts of depletion expense) included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains an of the expense categories listed in (a)-(e). | |
| 2 | Include certain amounts that are already required to be disclosed under current generally accepted accounting principles (GAAP) in the same disclosure as the other disaggregation requirements. | |
| 3 | Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively. | |
| 4 | Disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. |
The amendments in this Update are effective for annual reporting periods after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted.
In December 2023, FASB issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740). The amendment’s main provisions are rate reconciliation, income taxes paid, and other disclosures.
For rate reconciliation, the amendments require that public business entities on an annual basis disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.
| F-13 |
Public business entities are required to disclose a tabular reconciliation, using both percentages and reporting currency amounts, according to the following requirements:
| 1 | The following specific categories are required to be disclosed: |
| a | State and local income tax, net of federal income tax effect, | |
| b | Foreign tax effects, | |
| c | Effect of changes in tax laws or rates enacted in the current period, | |
| d | Effect of cross-border tax laws, | |
| e | Tax credits, | |
| f | Changes in valuation allowances, | |
| g | Nontaxable or nondeductible items, | |
| h | Changes in unrecognized tax benefits. |
| 2 | Separate disclosure is required for any reconciling item listed below in which the effect of the reconciling item is equal to or greater than 5 percent of the amount computed by multiplying income (or loss) from continuing operations before income taxes by the applicable statutory income tax rate: |
| a | If the reconciling item is within the effect of cross-border tax laws, tax credits, or nontaxable or nondeductible items categories, it is required to be disaggregated by nature, | |
| b | If the reconciling item is within the foreign tax effects category, it is required to be disaggregated by jurisdiction (country) and by nature, except for reconciling items related to changes in unrecognized tax benefits discussed in (4), | |
| c | If the reconciling item does not fall within any of the categories listed in (1), it is required to be disaggregated by nature. |
| 3 | For the purpose of categorizing reconciling items, except for reconciling items related to changes in unrecognized tax benefits discussed in (4), the state and local income tax category should reflect income taxes imposed at the state or local level within the jurisdiction (country) of domicile, the foreign tax effects category should reflect income taxes imposed by foreign jurisdictions, and the remaining categories listed in (1) should reflect federal (national) income taxes imposed by the jurisdiction (country) of domicile. | |
| 4 | For the purpose of presenting reconciling items: |
| a | Reconciling items are required to be presented on a gross basis with two exceptions under which unrecognized tax benefits and the related tax positions and tax effects of certain cross-border tax laws and the related tax credits may be presented on a net basis, | |
| b | Reconciling items presented in the changes in unrecognized tax benefits category may be disclosed on an aggregate basis for all jurisdictions. |
For income taxes paid, the amendments require that all entities disclose on an annual basis the following information about income taxes paid:
| 1 | The amount of income taxes paid (net of funds received) disaggregated by federal (national), state, and foreign taxes, | |
| 2 | The amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refund received). |
For other disclosures, the amendments require that all entities disclose the following information:
| 1 | Income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign, | |
| 2 | Income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign. |
The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company has adopted the amendment.
| F-14 |
In November 2023, FASB issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280). The amendments require:
| 1 | That a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss (collectively referred to as the “significant expense principal”). | |
| 2 | That a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment and a description of its composition. The other segments category is the difference between segment revenue less the segment expenses disclosed under the significant expense principal and each reported measure of segment profit or loss. | |
| 3 | That a public entity provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by Topic 280 in interim periods. | |
| 4 | Clarification that if a CODM uses more than one measure of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources, a public entity may report one or more of those additional measures of segment profit. However, at least one of the reported segment profit or loss measures (or the single reported measure, if only one is disclosed) should be the measure that is most consistent with the measurement principles used in measuring the corresponding amounts in the public entity’s consolidated financial statements. In other words, in addition to the measure that is most consistent with the measurement principles under generally accepted accounting principles (GAAP), a public entity is not precluded from reporting additional measures of a segment’s profit or loss that are used by the CODM in assessing segment performance and deciding how to allocate resources. | |
| 5 | That a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. | |
| 6 | That a public entity that has a single reportable segment provide all the disclosures required by the amendments in this Update and all existing disclosures in Topic 280. |
The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company has one segment. The Chief Executive Officer (“CEO”) is the CODM of the Company. The CEO primarily uses gross margin as a measure to determine how to allocate resources. The Company has adopted the amendment.
| F-15 |
NOTE 4 – MINING RIGHTS
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
On
April 1, 2020, the Company entered into a purchase and sale agreement with the Bremer Family 1995 Living Trust, a related party of the
Company, pursuant to which the Company will purchase the Snow White Mine for $
On
June 18, 2025, the Company and the Bremer Family 1995 Living Trust, a trust for which John Bremer, a member of our board of directors
is trustee (the “Bremer Trust”), executed a rescission of the Purchase and Sale Agreement, dated April 1, 2020, between the
Company and the Bremer Trust, for the purchase of approximately
NOTE 5 – PROPERTY AND EQUIPMENT
Property and equipment consisted of the following at:
| November 30, 2025 | November 30, 2024 | |||||||
| Furniture and equipment | $ | $ | ||||||
| Machinery and equipment | ||||||||
| Automobiles and trucks | ||||||||
| Pilot plant | ||||||||
| Construction in process | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
There
was $
The
pilot plant of $
Construction
in process assets of $
| F-16 |
NOTE 6 – NOTES PAYABLE
A. Scott Dockter – President and Chief Executive Officer
On
August 31, 2017, the Company issued a note in the amount of $
On
June 20, 2025, the Company issued a note in the amount of $
On
June 30, 2025, the Company issued a note in the amount of $
Bridge loans – J.J. Astor & Co.
On
July 10, 2025, the Company entered into a $
On
July 28, 2025, the Company, together with Dockter Farms LLC, entered into a $
| F-17 |
Bridge loan – Vanquish Funding Group
On
September 24, 2025, the Company entered into a $
Convertible Promissory Notes – USMC
August 30, 2022
On
August 30, 2022, in connection with the April 7, 2022, securities purchase agreement with USMC, a related party (see Note 12), the Company
issued a convertible promissory note in the amount of $
November 29, 2022
On
November 29, 2022, in connection with the April 7, 2022, securities purchase agreement with USMC, a related party (see Note 12), the
Company issued a convertible promissory note in the amount of $
February 28, 2023
On
February 28, 2023, in connection with the April 7, 2022, securities purchase agreement with USMC, a related party (see Note 12), the
Company issued a convertible promissory note in the amount of $
May 31, 2023
On
May 31, 2023, in connection with the March 20, 2023, securities purchase agreement with USMC, a related party (see Note 12), the Company
issued a convertible promissory note in the amount of $
| F-18 |
June 30, 2023
On
June 30, 2023, in connection with the March 20, 2023, securities purchase agreement with USMC, a related party (see Note 12), the Company
issued a convertible promissory note in the amount of $
February 8, 2024
On
February 8, 2024, the Company issued a convertible promissory note in the amount of $
Lines of Credit – USMC
July 10, 2023
On
July 10, 2023, the Company entered into a line of credit agreement and unsecured convertible grid promissory note with USMC. The July
10, 2023 line of credit agreement provides for the issuance of up to an aggregate of $
March 7, 2024
On
March 7, 2024, the Company entered into a line of credit agreement and unsecured convertible grid promissory note with USMC. The March
7, 2024 line of credit agreement provides for the issuance of up to an aggregate of $
Terms
of a new line of credit and unsecured convertible grid promissory note have not yet been determined. USMC has advanced an additional
$
The
Company issued a $
| F-19 |
Convertible Debt – Board of Directors
On
April 8, 2021, the Company entered into a twelve-month director agreement with Jeffrey Guzy, as amended on August 26, 2022 (the
“Guzy Director Agreement”) pursuant to which Mr. Guzy will 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 $
On
August 13, 2021, the Company entered into a twelve-month director agreement with Dr. Kimberly Kurtis, as amended on August 26, 2022 (the
“Kurtis Director Agreement”) 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 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
$
On
September 11, 2023, the Company entered into a twelve-month director agreement with Brady Barto (the “Barto Director Agreement”)
pursuant to which Mr. Barto agrees to devote as much time as is necessary to perform completely the duties as a Director. Mr. Barto shall
be notified within 30 days before the end of the twelve months whether his contract shall be renewed under the same terms of compensation.
As compensation therefor, Mr. Barto is entitled to a cash fee of $
| F-20 |
NOTE 7 – LEASES
The following table presents net lease cost and other supplemental lease information:
Year Ended November 30, 2025 | ||||
| Lease cost | ||||
| Operating lease cost (cost resulting from lease payments) | $ | |||
| Short term lease cost | ||||
| Sublease income | ||||
| Net lease cost | $ | |||
| Operating lease – operating cash flows (fixed payments) | $ | |||
| Operating lease – operating cash flows (liability reduction) | $ | |||
| Current leases – right of use assets | $ | |||
| Current liabilities – operating lease liabilities | $ | |||
| Non-current liabilities – operating lease liabilities | $ | |||
Year Ended November 30, 2024 |
||||
| Lease cost | ||||
| Operating lease cost (cost resulting from lease payments) | $ | |||
| Short term lease cost | ||||
| Sublease income | ||||
| Net lease cost | $ | |||
| Operating lease – operating cash flows (fixed payments) | $ | |||
| Operating lease – operating cash flows (liability reduction) | $ | |||
| Non-current leases – right of use assets | $ | |||
| Current liabilities – operating lease liabilities | $ | |||
| Non-current liabilities – operating lease liabilities | $ | |||
Future minimum payments under non-cancelable leases for operating leases for the remaining terms of the leases following the year ended November 30, 2025:
| Fiscal Year | Operating Leases | |||
| 2026 | $ | |||
| Total future minimum lease payments | ||||
| Amount representing interest | ( |
) | ||
| Present value of net future minimum lease payments | $ | |||
| F-21 |
NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consist of the following amounts as of:
| November 30, 2025 | November 30, 2024 | |||||||
| Accounts payable | $ | $ | ||||||
| Accrued compensation | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
NOTE 9 – COMMITMENTS AND CONTINGENCIES
Office and Rental Property Leases
Mineral Properties
The Company’s mineral rights require various annual lease payments (See Note 4).
Legal Matters
None.
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 designated natural resources to the Company at predetermined prices (see Note 12).
On
June 18, 2025, the Company entered into a master agreement (the “Master Agreement”) with USMC, US Copper LLC, a Nevada limited
liability company (“US Copper LLC”), and US Mine LLC, a California limited liability company (“US Mine LLC” and,
together with USMC and US Copper LLC, the “US Mine Entities”), pursuant to which mining rights US Mine LLC
Concurrently
with the execution of the Master Agreement, A. Scott Dockter, our Chief Executive Officer, and Teresa Dockter, Mr. Dockter’s spouse,
entered into a master agreement (the “Dockter Master Agreement”) with the US Mine Entities, pursuant to which: Mr. Dockter
agreed to purchase shares of the Company’s common stock from USMC for an aggregate purchase price of $
The US Mine Entities also repurchased from Mr. Dockter all of the equity interests Mr. Dockter held in the US Mine Entities, Mr. Dockter and Ms. Dockter each resigned from all positions they held with the US Mine Entities and at any of their subsidiaries, and Mr. Dockter and Ms. Dockter provided the US Mine Entities with a general release and agreed to indemnify the US Mine Entities and certain related parties against third party claims.
| F-22 |
Note 10 - STOCKHOLDERS’ EQUITY
On
January 31, 2024, the Company issued shares of common stock to USMC in exchange for $
On February 23, 2024, the board of directors authorized the immediate issuance of shares of common stock and the issuance of shares of common stock monthly from March 2024 through January 2025 and shares of common stock in February 2025 pursuant to a consulting agreement. shares of common stock have been issued as of November 30, 2025.
On
March 31, 2024, the Company issued shares of common stock to USMC in exchange for $
On
June 16, 2025, the principal of $
On
June 16, 2025, the principal of $
On
June 16, 2025, principal of $
On
June 24, 2025, shares of the Company’s common stock were issued at $ per share to Brady Barto, a former director,
in lieu of $
On July 28, 2025, shares of the Company’s common stock were due to be authorized at $ per share in accordance with the July 28, 2025 note payable with J.J. Astor. The shares are included in the stated in the balance sheet for November 30, 2025 but are not included in the 277,968,151 stated on the cover page.
On October 26, 2025, shares of the Company’s common stock were due to be authorized at $ per share in accordance with the July 28, 2025 note payable with J.J. Astor. The shares are included in the stated in the balance sheet for November 30, 2025 but are not included in the 277,968,151 stated on the cover page.
The Company accounted for its stock-based compensation in accordance with the fair value recognition provisions of FASB ASC Topic 718.
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 shares of the Company’s common stock to be issued to employees and board members pursuant to options granted under the Option Plan. The Option Plan was subsequently approved by shareholders on September 28, 2018. As of November 30, 2025, options to purchase an aggregate of shares of common stock have been granted to employees and board members under the Option Plan.
The Company has also granted options to purchase an aggregate of shares of common stock pursuant to employment contracts with certain employees prior to the adoption of the Option Plan.
| F-23 |
Note 11 – STOCK-BASED COMPENSATION (CONTINUED)
On December 13, 2023, the Company granted the Chief Financial Officer an option to purchase shares of the Company’s common stock at an exercise price of $ per share and a fair value of $. This option vests on December 13, 2024. The option was valued using the Black-Scholes option pricing model under the following assumptions as found in the table below.
On February 6, 2025, the Company granted the Chief Financial Officer an option to purchase shares of the Company’s common stock at an exercise price of $ per share and a fair value of $. This option vests on . The option was valued using the Black-Scholes option pricing model under the following assumptions as found in the table below.
On February 6, 2025, the Company granted an employee two options to purchase shares for each option of the Company’s common stock at an exercise price of $ per share and a fair value of $ each. These options vest on . The options were valued using the Black-Scholes option pricing model under the following assumptions as found in the table below.
On February 6, 2025, options for shares of the Company’s common stock under the 2017 Equity Incentive Plan were repriced to an exercise price of $ per share and a fair value of $ in total. These options are vested. The total original fair value of the options was $, which resulted in an adjustment of $. The options were valued using the Black-Scholes option pricing model under the following assumptions as found in the table below. shares at the exercise price of $ are considered as granted and shares at the original option prices are considered as cancelled in the summary table below.
On May 1, 2025, the Company granted five employees options to purchase a total of shares of the Company’s common stock at an exercise price of $ per share and a total fair value of $. These options vest on . The options were valued using the Black-Scholes option pricing model under the following assumptions as found in the table below. Two options to purchase a total of shares of the Company’s common stock were cancelled on November 4, 2025.
On May 5, 2025, the Company granted an employee an option to purchase shares of the Company’s common stock at an exercise price of $ per share and a fair value of $. This option vests on . The option was valued using the Black-Scholes option pricing model under the following assumptions as found in the table below. This option was cancelled on November 4, 2025.
On June 18, 2025, an option for shares of the Company’s common stock was cancelled. See the discussion of the Master Agreement in Note 9.
| F-24 |
Note 11 – STOCK-BASED COMPENSATION (CONTINUED)
On August 26, 2025, the Company granted an employee an option to purchase shares of the Company’s common stock at an exercise price of $ per share and a fair value of $. This option vests on . The option was valued using the Black-Scholes option pricing model under the following assumptions as found in the table below. This option was cancelled on October 6, 2025.
| Date | Number of Options | Stock Price | Strike Price | Expected Volatility | Risk-free Interest Rate | Dividend Rate | Expected Term | Fair Value | ||||||||||||||||||||||
| $ | $ | % | % | % | years | $ | ||||||||||||||||||||||||
| $ | $ | % | % | % | years | $ | ||||||||||||||||||||||||
| $ | $ | % | % | % | years | $ | ||||||||||||||||||||||||
| $ | $ | % | % | % | years | $ | ||||||||||||||||||||||||
The Company granted options to purchase an aggregate of and shares of common stock during the fiscal years ended November 30, 2025 and 2024, respectively. The Company cancelled options to purchase an aggregate of shares of common stock during the fiscal year ended November 30, 2025.
The weighted average grant date fair value of options granted and vested was $ and $ for the years ended November 30, 2025 and 2024, respectively. The weighted average non-vested grant date fair value of non-vested options was $ and $ at November 30, 2025 and November 30, 2024, respectively.
| Weighted | ||||||||
| Average | ||||||||
| Shares | Exercise Price | |||||||
| Outstanding at November 30, 2023 | $ | |||||||
| Granted | $ | |||||||
| Exercised | $ | |||||||
| Expired or cancelled | ) | $ | ||||||
| Outstanding at November 30, 2024 | $ | |||||||
| Granted | $ | |||||||
| Exercised | $ | |||||||
| Expired or cancelled | ) | $ | ||||||
| Outstanding at November 30, 2025 | $ | |||||||
| F-25 |
Note 11 – STOCK-BASED COMPENSATION (CONTINUED)
| Weighted-Average | Weighted-Average | |||||||||||||||||
| Range of | Outstanding | Remaining Life | Exercise | Number | ||||||||||||||
| exercise prices | Options | In Years | Price | Exercisable | ||||||||||||||
| $ | $ | |||||||||||||||||
| $ | $ | |||||||||||||||||
| $ | $ | |||||||||||||||||
| $ | $ | |||||||||||||||||
| $ | ||||||||||||||||||
The compensation expense attributed to the issuance of the options is recognized as they are vested.
The stock options granted are exercisable over various terms from three to from the grant date and vest over various terms from the grant date to six years.
Total compensation expense related to the options was $ and $ for the years ended November 30, 2025 and 2024, respectively. As of November 30, 2025, there was $ future compensation cost related to non-vested stock options.
The aggregate intrinsic value is $ for total outstanding and exercisable options, which was based on our estimated fair value of the common stock of $ as of November 30, 2025, 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 12 – RELATED PARTY TRANSACTIONS
US Mine Corporation
On
December 1, 2013,
During
the fiscal years ended November 30, 2025 and 2024, USMC paid $
Cash
advances of $
| F-26 |
NOTE 12 – RELATED PARTY TRANSACTIONS (CONTINUED)
USMC Notes
On
August 30, 2022, in connection with the April 7, 2022, securities purchase agreement with USMC, a related party (see Note 6), the Company
issued a convertible promissory note in the amount of $
On
November 29, 2022, in connection with the April 7, 2022, securities purchase agreement with USMC, a related party (see Note 6), the Company
issued a convertible promissory note in the amount of $
On
February 28, 2023, in connection with the April 7, 2022, securities purchase agreement with USMC, a related party (see Note 6), the Company
issued a convertible promissory note in the amount of $
On
May 31, 2023, in connection with the March 20, 2023, securities purchase agreement with USMC, a related party (see Note 6), the Company
issued a convertible promissory note in the amount of $
On
June 30, 2023, in connection with the March 20, 2023, securities purchase agreement with USMC, a related party (see Note 6), the Company
issued a convertible promissory note in the amount of $
On
February 8, 2024, the Company issued a convertible promissory note in the amount of $
| F-27 |
NOTE 12 – RELATED PARTY TRANSACTIONS (CONTINUED)
Lines of Credit – USMC
On
July 10, 2023, the Company entered into a line of credit agreement and unsecured convertible grid promissory note with USMC. The July
10, 2023 line of credit agreement provides for the issuance of up to an aggregate of $
On
March 7, 2024, the Company entered into a line of credit agreement and unsecured convertible grid promissory note with USMC. The March
7, 2024 line of credit agreement provides for the issuance of up to an aggregate of $
Terms
of a new line of credit and unsecured convertible grid promissory note have not yet been determined. USMC has advanced an additional
$
USMC 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 on October 12, 2018. 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.
The Company will pay $
| F-28 |
NOTE 12 – RELATED PARTY TRANSACTIONS (CONTINUED)
US Mine LLC
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, as further amended on June
17, 2022, the US Mine Note was retroactively rescinded, ab initio and an option to purchase an aggregate of shares of the
Company’s common stock at an exercise price of $ per share until April 6, 2028, was issued to US Mine, LLC as compensation.
Shares subject to the option vested as to shares on April 6, 2022, shares on October 6, 2022, and shares
on April 6, 2023. On June 18, 2025, the Company entered into the Master Agreement with USMC, US Copper LLC, and US Mine LLC, pursuant
to which mining rights US Mine LLC
CoreTer LLC
On February 27, 2026, Purebase
Corporation, a Nevada corporation (the “Company”) entered into a line of credit agreement (the “Line of Credit Agreement”)
with CorTer, LLC, a Nevada limited liability company (“CoreTer”) which is owned and managed by A. Scott Dockter, the Company’s
Chief Executive Officer, under which CoreTer agreed to make an unsecured loan to the Company of up to $
On February 27, 2026, the Company
also issued an unsecured promissory note to CoreTer, in the principal amount of the lesser of (i) $
Transactions with Officers
On
August 31, 2017, the Company issued a note in the amount of $
On
June 20, 2025, the Company issued a note in the amount of $
On
June 30, 2025, the Company issued a note in the amount of $
| F-29 |
NOTE 12 – RELATED PARTY TRANSACTIONS (CONTINUED)
Convertible Debt – Board of Directors
On
April 8, 2021, the Company entered into the Guzy Director Agreement (See Note 6) pursuant to which Mr. Guzy will 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 $
On
August 13, 2021, the Company entered into the Kurtis Director Agreement (See Note 6) pursuant to which Dr. Kurtis will serve as a director
and provide 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 $
On
September 11, 2023, the Company entered into the Barto Agreement (see Note 6) pursuant to which Mr. Barto agrees to devote as much time
as is necessary to perform completely the duties as a director. Mr. Barto shall be notified within 30 days before the end of the twelve
months whether his contract shall be renewed under the same terms of compensation. As compensation therefor, Mr. Barto is entitled to
a cash fee of $
On February 23, 2024, the board of directors authorized the immediate issuance of shares of common stock and the issuance of shares of common stock monthly from March 2024 through January 2025 and shares of common stock in February 2025 pursuant to a consulting agreement. shares of common stock have been issued pursuant to the agreement, of which shares were issued during the year ended November 30, 2025.
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 $
| F-30 |
NOTE 13 – 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 $
Revenues
Four
customers accounted for
| Customer A | % | |||
| Customer B | % | |||
| Customer C | % | |||
| Customer D | % |
Four
customers accounted for
| Customer A | % | |||
| Customer B | % | |||
| Customer C | % | |||
| Customer D | % |
Accounts Receivable
The Company did not have any accounts receivable as of November 30, 2025 and November 30, 2024.
Vendors
One
supplier, a related party, accounted for
One
supplier, a related party, accounted for
NOTE 14 – INCOME TAXES
The Company identified its federal and California state tax returns as its “major” tax jurisdictions. The periods the Company’s income tax returns are subject to examination for these jurisdictions are calendar year 2019 through 2024. The Company believe its income tax filing positions and deductions will be sustained on audit, and the Company does not anticipate any adjustments that would result in a material change to its financial position. Therefore, no liabilities for uncertain tax positions have been recorded.
At November 30, 2025, the Company had available net operating loss carry-forwards for federal income tax reporting purposes of $
| F-31 |
NOTE 14 – INCOME TAXES (CONTINUED)
The Company’s net deferred tax assets, liabilities and valuation allowance as of November 30, 2025 and 2024 are summarized as follows:
| Year Ended November 30, | ||||||||
| 2025 | 2024 | |||||||
| Deferred tax assets: | ||||||||
| Property and equipment | $ | $ | ||||||
| Bridge loan costs | ||||||||
| Accrued PTO | ||||||||
| Net operating loss carryforwards | ||||||||
| Total deferred tax assets | ||||||||
| Deferred tax liabilities: | ||||||||
| Property and equipment | ( | ) | ||||||
| Total deferred tax liabilities | ( | ) | ||||||
| Total deferred tax assets, net of deferred tax liabilities | ||||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax assets | $ | $ | ||||||
The
Company records a valuation allowance in the full amount of its net deferred tax assets since realization of such tax benefits has been
determined by management to be less likely than not. The valuation allowance increased $
A reconciliation of the statutory federal income tax benefit to actual tax benefit for the years ended November 30, 2025 and 2024, is as follows:
| 2025 | 2024 | |||||||||||||||
| Federal statutory blended income tax rates | % | $ | ( | ) | % | $ | ( | ) | ||||||||
| State statutory income tax rate, net of federal benefit | % | ( | ) | % | ( | ) | ||||||||||
| Permanent tax differences | ( | )% | ( | )% | ||||||||||||
| Change in valuation allowance | ( | )% | ( | )% | ||||||||||||
| Other | ( | )% | % | ( | ) | |||||||||||
| Effective tax rate | % | $ | ( | ) | % | $ | ( | ) | ||||||||
The Company has paid no federal income taxes for the years ended November 30, 2025 and 2024 due to net losses for each of those years.
The
Company has paid $
The Company had a loss from operations of $
To date, the Company has not filed its 2025 federal and state corporate income tax returns. The Company expects to make these filings as soon as practicable.
NOTE 15 – SUBSEQUENT EVENTS
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 November 30, 2025 through the date the consolidated financial statements were available for issuance. During this period the Company did not have any material reportable subsequent events other than those reported below.
On
February 27, 2026, Purebase Corporation, a Nevada corporation (the “Company”) entered into a line of credit agreement
(the “Line of Credit Agreement”) with CorTer, LLC, a Nevada limited liability company (“CoreTer”) which is
owned and managed by A. Scott Dockter, the Company’s Chief Executive Officer, under which CoreTer agreed to make an unsecured
loan to the Company of up to $
On
February 27, 2026, the Company also issued an unsecured promissory note to CoreTer, in the principal amount of the lesser of (i) $
| F-32 |
FAQ
What were PureBase Corporation (PUBC) revenues and losses for 2025?
Why did PureBase’s auditor raise a going concern doubt in the 2025 10-K?
How is PureBase Corporation (PUBC) funding its operations after losing USMC support?
What strategic shift did PureBase make regarding its cementitious materials business?
What is the focus of PureBase’s agricultural product line?
What is PureBase Corporation’s (PUBC) share count and market information?
How many employees does PureBase have and what does that imply about its scale?
