[10-Q] Purebase Corp Quarterly Earnings Report
Purebase Corporation (PUBC) filed its Q3 2025 report for the quarter ended August 31, 2025. Revenue was $86,814 versus $204,314 a year ago, and the company recorded a net loss of $480,699 for the quarter and $1,308,958 year‑to‑date. Cash was $97,921 at quarter‑end.
The balance sheet shows a working capital deficit of $749,973 and an accumulated deficit of $65,517,481. Shares outstanding were 278,718,151 as of October 14, 2025. Stockholders’ deficit narrowed to $5,991, largely from debt converting into equity.
Management disclosed substantial doubt about the company’s ability to continue as a going concern. Funding shifted from related‑party support to third‑party debt: a $650,000 J.J. Astor bridge loan secured by a first lien and 750,000 shares issued, with an additional 750,000 shares issuable if the stock price is not above $0.50 after 90 days; and a $123,050 Vanquish Funding Group loan at 12% interest. Earlier, US Mine Corporation conversions eliminated $1,000,000 and $618,000 obligations into common stock. Strategically, Purebase ceased pursuing the SCM market and is focusing on agricultural products; a June 18, 2025 master agreement canceled prior SCM‑related mining rights and an option held by US Mine LLC.
Purebase Corporation (PUBC) ha depositato il rapporto Q3 2025 per il trimestre terminato il 31 agosto 2025. Le entrate sono state di 86.814 dollari contro 204.314 un anno fa, e l'azienda ha registrato una perdita netta di 480.699 dollari per il trimestre e 1.308.958 dollari da inizio anno. La liquidità era di 97.921 dollari al termine del trimestre.
Il bilancio mostra una deficita di capitale circolante di 749.973 dollari e una perdita accumulata di 65.517.481 dollari. Le azioni in circolazione erano 278.718.151 al 14 ottobre 2025. Il deficit degli azionisti si è ridotto a 5.991 dollari, in gran parte a seguito della conversione del debito in capitale proprio.
La direzione ha reso noto un sostanziale dubbio sulla capacità della società di proseguire come going concern. Il finanziamento è passato dal supporto di parti correlate a debito di terze parti: un prestito ponte di 650.000 dollari da J.J. Astor garantito da un primo gravame e 750.000 azioni emesse, con ulteriori 750.000 azioni emettibili se il prezzo delle azioni non supera 0,50$ dopo 90 giorni; e un prestito di 123.050 dollari da Vanquish Funding Group al 12% di interesse. In precedenza, le conversioni di US Mine Corporation hanno eliminato obbligazioni per 1.000.000 e 618.000 dollari in azioni ordinarie. Strategicamente, Purebase ha cessato di perseguire il mercato SCM ed è concentrata sui prodotti agricoli; un accordo quadro del 18 giugno 2025 ha annullato i diritti minerari SCM precedenti e un'opzione detenuta da US Mine LLC.
Purebase Corporation (PUBC) presentó su informe del tercer trimestre de 2025 para el trimestre terminado el 31 de agosto de 2025. Los ingresos fueron de $86,814 frente a $204,314 hace un año, y la empresa registró una pérdida neta de $480,699 para el trimestre y $1,308,958 en lo que va del año. El efectivo fue de $97,921 al cierre del trimestre.
El balance muestra un déficit de capital de trabajo de $749,973 y un déficit acumulado de $65,517,481. Las acciones en circulación eran 278,718,151 al 14 de octubre de 2025. El déficit de los accionistas se redujo a $5,991, principalmente por la conversión de deuda en capital.
La dirección expresó serias dudas sobre la capacidad de la empresa para seguir operando como una empresa en marcha. La financiación pasó del apoyo de partes relacionadas a deuda de terceros: un préstamo puente de $650,000 de J.J. Astor garantizado por un primer gravamen y 750,000 acciones emitidas, con otros 750,000 acciones emitibles si el precio de las acciones no supera $0.50 después de 90 días; y un préstamo de $123,050 de Vanquish Funding Group al 12% de interés. Anteriormente, las conversiones de US Mine Corporation eliminaron obligaciones por $1,000,000 y $618,000 a acciones comunes. Estratégicamente, Purebase cesó de perseguir el mercado SCM y se está enfocando en productos agrícolas; un acuerdo marco del 18 de junio de 2025 canceló derechos mineros SCM previos y una opción mantenida por US Mine LLC.
Purebase Corporation (PUBC) 는 2025년 8월 31일 종료된 분기에 대한 2025년 3분기 보고서를 제출했습니다. 매출은 전년 동기의 204,314달러에 비해 86,814달러였고, 분기 순손실은 480,699달러, 연도 누계로 1,308,958달러를 기록했습니다. 분기 말 현금은 97,921달러였습니다.
대차대조표는 운전자본 부족이 749,973달러이고 누적 적자가 65,517,481달러임을 보여줍니다. 2025년 10월 14일 기준 발행주식수는 278,718,151주였습니다. 주주계정의 적자 수준은 부채를 자본으로 전환한 덕분에 5,991달러로 축소되었습니다.
경영진은 회사가 계속 운용될 수 있을지에 대해 상당한 의문을 표명했습니다. 자금 조달은 관련자 지원에서 제3자 부채로 전환되었습니다: 우선유지권이 설정된 65만 달러의 J.J. Astor 브리지 론과 75만 주의 발행 주식, 90일 이후 주가가 0.50달러를 넘지 않으면 75만 주가를 추가로 발행할 수 있으며, 연이율 12%의 Vanquish Funding Group 대출 123,050달러가 있었습니다. 이전에 US Mine Corporation의 전환은 1,000,000달러와 618,000달러의 의무를 보통주로 제거했습니다. 전략적으로 Purebase SCM 시장을 추구하는 것을 중단하고 농업 제품에 집중하며, 2025년 6월 18일의 마스터 계약은 이전 SCM 관련 채굴권과 US Mine LLC가 보유한 옵션을 취소했습니다.
Purebase Corporation (PUBC) a déposé son rapport du troisième trimestre 2025 pour le trimestre terminé le 31 août 2025. Le chiffre d'affaires était de 86 814 dollars contre 204 314 dollars l'année précédente, et l'entreprise a enregistré une perte nette de 480 699 dollars pour le trimestre et de 1 308 958 dollars sur l'année jusqu'à ce jour. La trésorerie s'élevait à 97 921 dollars à la fin du trimestre.
Le bilan montre un déficit de fonds de roulement de 749 973 dollars et un déficit cumulé de 65 517 481 dollars. Le nombre d'actions en circulation était de 278 718 151 au 14 octobre 2025. Le déficit des actionnaires s'est réduit à 5 991 dollars, principalement en raison de la conversion de dettes en capitaux propres.
La direction a exprimé un doute important quant à la capacité de l'entreprise à poursuivre ses activités en tant que société en activité. Le financement est passé d'un soutien de parties liées à une dette de tiers : un prêt-pont de 650 000 dollars de J.J. Astor garanti par un premier privilège et 750 000 actions émises, avec 750 000 actions supplémentaires pouvant être émises si le cours des actions n'est pas supérieur à 0,50 $ après 90 jours ; et un prêt de 123 050 dollars de Vanquish Funding Group à 12 % d'intérêt. Plus tôt, les conversions de US Mine Corporation ont éliminé des obligations de 1 000 000 et 618 000 dollars en actions ordinaires. Stratégiquement, Purebase a cessé de poursuivre le marché SCM et se concentre sur les produits agricoles ; un accord-cadre du 18 juin 2025 a annulé les droits miniers SCM antérieurs et une option détenue par US Mine LLC.
Purebase Corporation (PUBC) reichte ihren Q3 2025-Bericht ein für das Quartal zum 31. August 2025. Der Umsatz betrug 86.814 USD gegenüber 204.314 USD im Vorjahr, und das Unternehmen verzeichnete einen Nettoverlust von 480.699 USD für das Quartal sowie 1.308.958 USD im bisherigen Geschäftsjahr. Zum Quartalsende belief sich die Liquidität auf 97.921 USD.
Die Bilanz weist ein Working-Capital-Defizit von 749.973 USD und ein kumulatives Defizit von 65.517.481 USD aus. Die ausstehenden Aktien betrugen am 14. Oktober 2025 278.718.151. Das Aktionärsdefizit hat sich auf 5.991 USD verringert, größtenteils durch die Umwandlung von Schulden in Eigenkapital.
Das Management äußerte erhebliche Zweifel an der Fortführung des Unternehmens als fortgeführtes Unternehmen. Die Finanzierung verschob sich von der Unterstützung durch verbundene Parteien zu Fremdkapital: ein Bridge-Darlehen über 650.000 USD von J.J. Astor mit erster Rangstelle und 750.000 emittierte Aktien, zusätzlich 750.000 Aktien ausgeben, wenn der Aktienkurs nach 90 Tagen nicht über 0,50 USD liegt; und ein Darlehen über 123.050 USD von Vanquish Funding Group mit 12% Zinsen. Zuvor eliminierten Umwandlungen von US Mine Corporation Verpflichtungen in Höhe von 1.000.000 USD und 618.000 USD in Stammaktien. Strategisch hat Purebase auf das SCM-Marktsegment verzichtet und konzentriert sich auf landwirtschaftliche Produkte; ein Master Agreement vom 18. Juni 2025 hob frühere SCM-bezogene Bergbaurechte auf und eine Option, die von US Mine LLC gehalten wurde.
قدمت شركة Purebase Corporation (PUBC) تقريرها للربع الثالث من عام 2025 عن الربع المنتهي في 31 أغسطس 2025. بلغت الإيرادات 86,814 دولارًا مقابل 204,314 دولارًا في العام الماضي، وحققت الشركة صافي خسارة قدره 480,699 دولارًا للربع و1,308,958 دولارًا حتى تاريخه للسنة. بلغ النقد في نهاية الربع 97,921 دولارًا.
يبيّن الميزانية وجود عجز في رأس المال العامل قدره 749,973 دولارًا وعجز ماليًا متراكمًا قدره 65,517,481 دولارًا. بلغت الأسهم القائمة 278,718,151 اعتبارًا من 14 أكتوبر 2025. تقلّص عجز المساهمين إلى 5,991 دولارًا، ويرجع ذلك إلى تحويل الدين إلى حقوق الملكية إلى حد كبير.
أعلنت الإدارة عن شكوك كبيرة حول قدرة الشركة على الاستمرار كمنشأة قائمة. جاء التمويل من دعم طرف ذي صلة إلى ديون طرف ثالث: قرض جسر بقيمة 650,000 دولار من J.J. Astor مموَّل بحق امتياز أول وإصدار 750,000 سهم، مع إمكانية إصدار 750,000 سهم إضافية إذا لم يتجاوز سعر السهم 0.50 دولار بعد 90 يومًا؛ وقرض بقيمة 123,050 دولار من Vanquish Funding Group بفائدة 12%. في وقت سابق، أزالت تحويلات من US Mine Corporation الالتزامات بقيمة 1,000,000 دولار و618,000 دولار إلى أسهم عادية. استراتيجيًا، توقفت Purebase عن متابعة سوق SCM وتركز على المنتجات الزراعية؛ وألغى اتفاق رئيسي بتاريخ 18 يونيو 2025 الحقوق التعدين SCM السابقة وحقاً مُلكاً لـ US Mine LLC.
Purebase Corporation (PUBC) 已提交其2025年第三季度报告，季度结束日为2025年8月31日。收入为86,814美元，去年同期为204,314美元，季度净亏损为480,699美元，年初至今累计亏损为1,308,958美元。季度末现金为97,921美元。
资产负债表显示营运资金缺口为749,973美元，累计赤字为65,517,481美元。截至2025年10月14日，流通股数为278,718,151股。股东赤字缩小至5,991美元，主要由于债务转为股本。
管理层披露了公司继续作为持续经营企业存在重大不确定性。资金来源从关联方支持转向第三方债务：一笔650,000美元的J.J. Astor过桥贷款，设有第一留置权，并发行了750,000股股票，若90天后股价未高于0.50美元，另可发行750,000股；以及Vanquish Funding Group 以12%利率贷款的123,050美元。此前，US Mine Corporation的转股将1,000,000美元和618,000美元的义务转为普通股。在战略层面，Purebase 停止追求SCM市场，转而专注于农产品；2025年6月18日的总协议取消了先前与SCM相关的矿权，以及US Mine LLC持有的一个期权。
- None.
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Insights
Going concern risk rises as funding shifts to costly secured loans.
Purebase reports Q3 revenue of
Liquidity now leans on third‑party bridge loans: a
Operationally, the company exited SCM and is concentrating on agriculture after a
Purebase Corporation (PUBC) ha depositato il rapporto Q3 2025 per il trimestre terminato il 31 agosto 2025. Le entrate sono state di 86.814 dollari contro 204.314 un anno fa, e l'azienda ha registrato una perdita netta di 480.699 dollari per il trimestre e 1.308.958 dollari da inizio anno. La liquidità era di 97.921 dollari al termine del trimestre.
Il bilancio mostra una deficita di capitale circolante di 749.973 dollari e una perdita accumulata di 65.517.481 dollari. Le azioni in circolazione erano 278.718.151 al 14 ottobre 2025. Il deficit degli azionisti si è ridotto a 5.991 dollari, in gran parte a seguito della conversione del debito in capitale proprio.
La direzione ha reso noto un sostanziale dubbio sulla capacità della società di proseguire come going concern. Il finanziamento è passato dal supporto di parti correlate a debito di terze parti: un prestito ponte di 650.000 dollari da J.J. Astor garantito da un primo gravame e 750.000 azioni emesse, con ulteriori 750.000 azioni emettibili se il prezzo delle azioni non supera 0,50$ dopo 90 giorni; e un prestito di 123.050 dollari da Vanquish Funding Group al 12% di interesse. In precedenza, le conversioni di US Mine Corporation hanno eliminato obbligazioni per 1.000.000 e 618.000 dollari in azioni ordinarie. Strategicamente, Purebase ha cessato di perseguire il mercato SCM ed è concentrata sui prodotti agricoli; un accordo quadro del 18 giugno 2025 ha annullato i diritti minerari SCM precedenti e un'opzione detenuta da US Mine LLC.
Purebase Corporation (PUBC) presentó su informe del tercer trimestre de 2025 para el trimestre terminado el 31 de agosto de 2025. Los ingresos fueron de $86,814 frente a $204,314 hace un año, y la empresa registró una pérdida neta de $480,699 para el trimestre y $1,308,958 en lo que va del año. El efectivo fue de $97,921 al cierre del trimestre.
El balance muestra un déficit de capital de trabajo de $749,973 y un déficit acumulado de $65,517,481. Las acciones en circulación eran 278,718,151 al 14 de octubre de 2025. El déficit de los accionistas se redujo a $5,991, principalmente por la conversión de deuda en capital.
La dirección expresó serias dudas sobre la capacidad de la empresa para seguir operando como una empresa en marcha. La financiación pasó del apoyo de partes relacionadas a deuda de terceros: un préstamo puente de $650,000 de J.J. Astor garantizado por un primer gravamen y 750,000 acciones emitidas, con otros 750,000 acciones emitibles si el precio de las acciones no supera $0.50 después de 90 días; y un préstamo de $123,050 de Vanquish Funding Group al 12% de interés. Anteriormente, las conversiones de US Mine Corporation eliminaron obligaciones por $1,000,000 y $618,000 a acciones comunes. Estratégicamente, Purebase cesó de perseguir el mercado SCM y se está enfocando en productos agrícolas; un acuerdo marco del 18 de junio de 2025 canceló derechos mineros SCM previos y una opción mantenida por US Mine LLC.
Purebase Corporation (PUBC) 는 2025년 8월 31일 종료된 분기에 대한 2025년 3분기 보고서를 제출했습니다. 매출은 전년 동기의 204,314달러에 비해 86,814달러였고, 분기 순손실은 480,699달러, 연도 누계로 1,308,958달러를 기록했습니다. 분기 말 현금은 97,921달러였습니다.
대차대조표는 운전자본 부족이 749,973달러이고 누적 적자가 65,517,481달러임을 보여줍니다. 2025년 10월 14일 기준 발행주식수는 278,718,151주였습니다. 주주계정의 적자 수준은 부채를 자본으로 전환한 덕분에 5,991달러로 축소되었습니다.
경영진은 회사가 계속 운용될 수 있을지에 대해 상당한 의문을 표명했습니다. 자금 조달은 관련자 지원에서 제3자 부채로 전환되었습니다: 우선유지권이 설정된 65만 달러의 J.J. Astor 브리지 론과 75만 주의 발행 주식, 90일 이후 주가가 0.50달러를 넘지 않으면 75만 주가를 추가로 발행할 수 있으며, 연이율 12%의 Vanquish Funding Group 대출 123,050달러가 있었습니다. 이전에 US Mine Corporation의 전환은 1,000,000달러와 618,000달러의 의무를 보통주로 제거했습니다. 전략적으로 Purebase SCM 시장을 추구하는 것을 중단하고 농업 제품에 집중하며, 2025년 6월 18일의 마스터 계약은 이전 SCM 관련 채굴권과 US Mine LLC가 보유한 옵션을 취소했습니다.
Purebase Corporation (PUBC) a déposé son rapport du troisième trimestre 2025 pour le trimestre terminé le 31 août 2025. Le chiffre d'affaires était de 86 814 dollars contre 204 314 dollars l'année précédente, et l'entreprise a enregistré une perte nette de 480 699 dollars pour le trimestre et de 1 308 958 dollars sur l'année jusqu'à ce jour. La trésorerie s'élevait à 97 921 dollars à la fin du trimestre.
Le bilan montre un déficit de fonds de roulement de 749 973 dollars et un déficit cumulé de 65 517 481 dollars. Le nombre d'actions en circulation était de 278 718 151 au 14 octobre 2025. Le déficit des actionnaires s'est réduit à 5 991 dollars, principalement en raison de la conversion de dettes en capitaux propres.
La direction a exprimé un doute important quant à la capacité de l'entreprise à poursuivre ses activités en tant que société en activité. Le financement est passé d'un soutien de parties liées à une dette de tiers : un prêt-pont de 650 000 dollars de J.J. Astor garanti par un premier privilège et 750 000 actions émises, avec 750 000 actions supplémentaires pouvant être émises si le cours des actions n'est pas supérieur à 0,50 $ après 90 jours ; et un prêt de 123 050 dollars de Vanquish Funding Group à 12 % d'intérêt. Plus tôt, les conversions de US Mine Corporation ont éliminé des obligations de 1 000 000 et 618 000 dollars en actions ordinaires. Stratégiquement, Purebase a cessé de poursuivre le marché SCM et se concentre sur les produits agricoles ; un accord-cadre du 18 juin 2025 a annulé les droits miniers SCM antérieurs et une option détenue par US Mine LLC.
Purebase Corporation (PUBC) reichte ihren Q3 2025-Bericht ein für das Quartal zum 31. August 2025. Der Umsatz betrug 86.814 USD gegenüber 204.314 USD im Vorjahr, und das Unternehmen verzeichnete einen Nettoverlust von 480.699 USD für das Quartal sowie 1.308.958 USD im bisherigen Geschäftsjahr. Zum Quartalsende belief sich die Liquidität auf 97.921 USD.
Die Bilanz weist ein Working-Capital-Defizit von 749.973 USD und ein kumulatives Defizit von 65.517.481 USD aus. Die ausstehenden Aktien betrugen am 14. Oktober 2025 278.718.151. Das Aktionärsdefizit hat sich auf 5.991 USD verringert, größtenteils durch die Umwandlung von Schulden in Eigenkapital.
Das Management äußerte erhebliche Zweifel an der Fortführung des Unternehmens als fortgeführtes Unternehmen. Die Finanzierung verschob sich von der Unterstützung durch verbundene Parteien zu Fremdkapital: ein Bridge-Darlehen über 650.000 USD von J.J. Astor mit erster Rangstelle und 750.000 emittierte Aktien, zusätzlich 750.000 Aktien ausgeben, wenn der Aktienkurs nach 90 Tagen nicht über 0,50 USD liegt; und ein Darlehen über 123.050 USD von Vanquish Funding Group mit 12% Zinsen. Zuvor eliminierten Umwandlungen von US Mine Corporation Verpflichtungen in Höhe von 1.000.000 USD und 618.000 USD in Stammaktien. Strategisch hat Purebase auf das SCM-Marktsegment verzichtet und konzentriert sich auf landwirtschaftliche Produkte; ein Master Agreement vom 18. Juni 2025 hob frühere SCM-bezogene Bergbaurechte auf und eine Option, die von US Mine LLC gehalten wurde.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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For
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or
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Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
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Indicate
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act: ☐
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PUREBASE CORPORATION AND SUBIDIARIES
FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 2025
| Page | ||
| PART I. | FINANCIAL INFORMATION | 3 |
| ITEM 1. | FINANCIAL STATEMENTS | 3 |
| CONDENSED CONSOLIDATED BALANCE SHEETS AS OF AUGUST 31, 2025 AND NOVEMBER 30, 2024 | 3 | |
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED AUGUST 31, 2025 AND 2024 | 4 | |
| CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE THREE AND NINE MONTHS ENDED AUGUST 31, 2025 AND 2024 | 5 | |
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED AUGUST 31, 2025 AND 2024 | 6 | |
| NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | 7 | |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 28 |
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 33 |
| ITEM 4. | CONTROLS AND PROCEDURES | 33 |
| PART II. | OTHER INFORMATION | 35 |
| ITEM 1. | LEGAL PROCEEDINGS | 35 |
| ITEM 1A. | RISK FACTORS | 35 |
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 35 |
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES | 35 |
| ITEM 4. | MINE SAFETY DISCLOSURES | 35 |
| ITEM 5. | OTHER INFORMATION | 35 |
| ITEM 6. | EXHIBITS | 35 |
| SIGNATURES | 36 | |
| 2 |
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PUREBASE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| August 31, 2025 | November 30, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | - | |||||||
| Prepaid expenses and other assets | ||||||||
| Right of use asset | - | |||||||
| Total Current Assets | ||||||||
| Property and equipment, net | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Interest payable, related party | ||||||||
| Line of credit, related party | - | |||||||
| Advances, related party | - | |||||||
| Note payable, related party | ||||||||
| Note payable, net of debt discount | - | |||||||
| Lease liability | - | |||||||
| Contingent stock issuance liability | - | |||||||
| Convertible notes payable, related parties | ||||||||
| Total Current Liabilities | ||||||||
| Interest payable, related party, net of current portion | - | |||||||
| Convertible notes payable; related party, net of current portion | - | |||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 9) | - | - | ||||||
| Stockholders’ Deficit: | ||||||||
| Preferred stock, $ | - | - | ||||||
| Common stock, $ | ||||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Stockholders’ Deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 3 |
PUREBASE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
For the three months ended August 31, | For the nine months ended August 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 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 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other income (expense), net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Loss before provision for income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Provision for income taxes | - | - | ||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Loss per share – basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average number of common shares outstanding – basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 4 |
PUREBASE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
| Shares | Amount | Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||
| Preferred Stock | Common Stock | Additional Paid-in | Accumulated | Stockholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance at November 30, 2023 (audited) | - | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Stock based compensation – options | - | - | - | - | - | |||||||||||||||||||||||
| Shares for services | - | - | - | |||||||||||||||||||||||||
| Convertible debt converted into common stock, related party | - | - | - | |||||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance at February 29, 2024 (unaudited) | - | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Stock based compensation – options | - | - | - | - | - | |||||||||||||||||||||||
| Shares issued for services | - | - | - | |||||||||||||||||||||||||
| Convertible debt converted into common stock, related party | - | - | - | |||||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance at May 31, 2024 (unaudited) | - | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Stock based compensation – options | - | - | - | - | - | |||||||||||||||||||||||
| Shares issued for services | - | - | - | |||||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance at August 31, 2024 (unaudited) | - | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Balance at November 30, 2024 (audited) | - | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Stock based compensation – options | - | - | - | - | - | |||||||||||||||||||||||
| Shares issued for services | - | - | - | |||||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance at February 28, 2025 (unaudited) | - | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Stock based compensation - options | - | - | - | - | - | |||||||||||||||||||||||
| Net loss | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||
Balance at May 31, 2025 (unaudited) | - | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
Balance | - | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Stock based compensation – options | - | - | - | - | - | |||||||||||||||||||||||
| 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 August 31, 2025 (unaudited) | - | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
| Balance | - | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 5 |
PUREBASE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| August 31, 2025 | August 31, 2024 | |||||||
| For the Nine Months Ended | ||||||||
| August 31, 2025 | August 31, 2024 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Stock based compensation | ||||||||
| Stock issued for services | ||||||||
| Contingent liability for stock to be issued | - | |||||||
| Director compensation accrued as convertible debt | ||||||||
| Depreciation | ||||||||
| Debt discount amortization | - | |||||||
| Right of use asset and liability, net | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Prepaid expenses and other assets | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Settlement liability | - | ( | ) | |||||
| Interest payable, related party | ( | ) | ||||||
| Net Cash Used In Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows From Investing Activities: | ||||||||
| Net Cash Used In Investing Activities | - | - | ||||||
| Cash Flows From Financing Activities: | ||||||||
| Advances from related party | - | |||||||
| Advances from related party for convertible note | - | |||||||
| Proceeds from line of credit, related party | ||||||||
| Proceeds from notes payable to officer | - | |||||||
| Payments on notes payable to officer | ( | ) | ( | ) | ||||
| Proceeds from note payable | - | |||||||
| Payments on note payable | ( | ) | - | |||||
| Net Cash Provided By Financing Activities | ||||||||
| Net Increase In Cash and Cash Equivalents | ||||||||
| Cash and Cash Equivalents - Beginning of Period | ||||||||
| Cash and Cash Equivalents – End of Period | $ | $ | ||||||
| Supplemental Cash Flow Information: | ||||||||
| Cash paid for: | ||||||||
| Interest paid | $ | - | $ | - | ||||
| Income taxes paid | $ | $ | ||||||
| Noncash operating and financing activities: | ||||||||
| Expenses paid on behalf of the Company by USMC | $ | $ | ||||||
| Convertible debt and accrued interest converted to common stock, related party | $ | $ | ||||||
| Director compensation - accrued as convertible debt converted to common stock | $ | $ | ||||||
| Shares issued as loan origination cost | $ | $ | - | |||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
| 6 |
PUREBASE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS
Corporate Overview
Purebase
Corporation (“Purebase” or the “Company”) was incorporated in the State of
The Company’s headquarters is in Sutter Creek, California.
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.
The Company utilizes the services of US Mine Corporation (“USMC”), a Nevada corporation and a significant shareholder of the Company, for the development and contract mining of industrial 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
| 7 |
nOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS (CONTINUED)
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
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.
NOTE 2 – GOING CONCERN AND LIQUIDITY
The
accompanying condensed consolidated financial statements have been prepared on the basis that the Company will continue as a going
concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. As of August
31, 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.
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.
On
March 7, 2024, the Company entered into a $
USMC
has advanced an additional $
On
July 10, 2025, the Company entered into a $
On
July 29, 2025, the Company, together with Dockter Farms LLC, entered into a $
On
September 24, 2025, the Company entered into a $
| 8 |
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company has prepared the accompanying unaudited condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) including Form 10-Q and Regulation S-X. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments, unless otherwise indicated) which are, in the opinion of management, necessary to fairly state the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted pursuant to such rules and regulations. These financial statements and the information included under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the audited financial statements and notes thereto for the year ended November 30, 2024, in our Annual Report on Form 10-K filed with the SEC on February 28, 2025. The results of the nine months ended August 31, 2025 (unaudited), are not necessarily indicative of the results to be expected for the full year ending November 30, 2025.
Principles of Consolidation
These condensed 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 may be affected.
The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the condensed consolidated financial statements. Significant estimates include the 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.
Revenue
The Company accounts for revenue in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. The Company derives revenues from the sale of products from its agricultural sector and construction sector. 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.
| 9 |
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Practical Expedients
As part of ASC Topic 606, the Company has adopted 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 and Partially Unsatisfied Performance Obligations – for all performance obligations related to contracts with a duration for less than one year, the Company has elected to apply the optional exemption provided in ASC Topic 606 and therefore is not required to disclose the aggregate amount of transaction price allocated to performance obligations that are unsatisfied or partially satisfied at the end of the reporting period. | |
| ● | Shipping and Handling Activities – the Company elected to account for shipping and handling activities as a fulfillment cost rather than as a separate performance obligation. | |
| ● | Right to Invoice – the Company has a right to consideration from a customer in an amount that corresponds directly with the value provided to the customer of the Company’s performance completed to date. The Company may recognize revenue in the amount to which the entity has a right to invoice. |
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
Accounts Receivable
The
Company periodically assesses its accounts and other receivables for collectability on a specific identification basis. If collectability
of an account becomes unlikely, a credit loss is recorded for that doubtful account. As of August 31, 2025, the Company has determined
that
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.
SCHEDULE OF ESTIMATED USEFUL LIFE OF PROPERTY AND EQUIPMENT
| 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 operations. The
Company currently has $
| 10 |
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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. The 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.
Shipping and Handling
The
Company occasionally incurred 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 incurred and such costs are recorded in selling, general and administrative expenses
in the accompanying condensed consolidated statements of operations. 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. |
| 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. |
| 11 |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Fair Value of Financial Instruments
The carrying value of cash, accounts payable, and accrued expenses approximate their fair values based on the short-term maturity of these instruments. The carrying amount of the notes approximates the estimated fair value for these financial instruments as management believes that such notes constitute all of the Company’s debt and interest payable on the notes based on the Company’s incremental borrowing rate.
Loss Per Common Share
Net loss per share of common stock is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the three and nine months ended August 31, 2025 and 2024. All outstanding options are considered potential common stock. The dilutive effect, if any, of stock options are calculated using the treasury stock method. All outstanding convertible notes are considered common stock at the beginning of the period or at the time of issuance, if later, pursuant to the if-converted method. Since the effect of common stock equivalents is anti-dilutive with respect to losses, outstanding options have been excluded from the Company’s computation of net loss per share of common stock for the three and nine months ended August 31, 2025 and 2024.
The
following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these
potential shares was antidilutive due to the Company’s net loss even though the exercise price could be less than the average market
price of the common stock:
SCHEDULE OF OUTSTANDING SHARES EXCLUDED FROM DILUTED LOSS PER SHARE
| Three Months Ended, | ||||||||
| August 31, 2025 | August 31, 2024 | |||||||
| Convertible Notes | ||||||||
| Stock Options | ||||||||
| Total | ||||||||
| Nine Months Ended, | ||||||||
| August 31, 2025 | August 31, 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 condensed consolidated statements of operations.
For stock options issued to employees and members of the Company’s Board of Directors (the “Board”) for their services, the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock 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 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 with 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 as noted above.
| 12 |
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Leases
With the adoption of ASC 842, Leases, operating lease agreements are required to be recognized on the balance sheet as Right-of-Use (“ROU”) assets and corresponding lease liabilities. ROU assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option.
The
Company leases its corporate offices. All of the leases are classified as operating leases. The Company was a party to a two-year lease,
with USMC, a related party, 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 condensed consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in 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 condensed consolidated financial statements or tax returns. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.
For uncertain tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the condensed consolidated financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the condensed consolidated statements of operations.
Exploration Stage
In accordance with U.S. GAAP, expenditures relating to the acquisition of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time as the Company exits the exploration stage by establishing proven or probable reserves. Expenditures relating to exploration activities such as drill programs to establish mineralized materials are expensed as incurred. Expenditures relating to pre-extraction activities are expensed as incurred until such time proven or probable reserves are established for that project, after which expenditures relating to mine development activities for that particular project are capitalized as incurred. As of August 31, 2025, the Company was not engaged in any mine exploration.
| 13 |
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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. The Company has determined that such disclosures will result in expanded notes to the financial statements. The Company will adopt ASU 2024-03 on or before November 30, 2027.
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.
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. |
| 14 |
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
| 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, 2024, and interim periods within fiscal years beginning after December 15, 2025. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.
| 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. On December 1, 2014, USMC 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 provides for the sale of approximately
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 $
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
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
NOTE 5 – PROPERTY AND EQUIPMENT
Property and equipment consisted of the following at:
SCHEDULE OF PROPERTY AND EQUIPMENT
| August 31, 2025 | November 30, 2024 | |||||||
| Furniture and equipment | $ | $ | ||||||
| Machinery and equipment | ||||||||
| Automobiles and trucks | ||||||||
| Pilot plant | ||||||||
| Construction in process | ||||||||
| Property and equipment, gross | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | $ | ||||||
There
was $
| 16 |
NOTE 6 – NOTES PAYABLE
A. Scott Dockter – 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 $
Convertible Promissory Notes – USMC
August 30, 2022
On
August 30, 2022, in connection with the April 7, 2022 securities purchase agreement with USMC (See Note 12), the Company issued a convertible
promissory note in the amount of $
November 29, 2022
On
November 29, 2022, in connection with the April 7, 2022 securities purchase agreement with USMC (See Note 12), the Company issued a convertible
promissory note in the amount of $
February 28, 2023
On
February 28, 2023, in connection with the April 7, 2022 securities purchase agreement with USMC (See Note 12), the Company issued a convertible
promissory note in the amount of $
May 31, 2023
On
May 31, 2023, in connection with the March 20, 2023 securities purchase agreement with USMC (See Note 12), the Company issued a convertible
promissory note in the amount of $
| 17 |
NOTE 6 – NOTES PAYABLE (CONTINUED)
June 30, 2023
On
June 30, 2023, in connection with the March 20, 2023 securities purchase agreement with USMC (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 provided 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 $
| 18 |
NOTE 6 – NOTES PAYABLE (CONTINUED)
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 $
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. Kurtis, as amended on August 26, 2022 (the “Kurtis
Director Agreement”) pursuant to which Dr. Kurtis will 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 a twelve-month director agreement with Brady Barto (“the Barto Agreement”) pursuant
to which Mr. Barto will serve as a director. Mr. Barto will be notified within 30 days before the end of the twelve months whether his
contract will be renewed under the same terms of compensation. As compensation therefor, Mr. Barto is entitled to a cash fee of $
| 19 |
NOTE 7 – LEASES
The following table presents net lease cost and other supplemental lease information:
SCHEDULE OF LEASE COST AND OTHER SUPPLEMENTAL LEASE INFORMATION
Nine Months Ended August 31, 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 | $ | - | ||
Nine Months Ended August 31, 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) | $ | |||
| Current leases – right of use assets | $ | |||
| Current liabilities – operating lease liabilities | $ | |||
| Non-current liabilities – operating lease liabilities | $ | - | ||
NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consisted of the following amounts as of:
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES
| August 31, 2025 | November 30, 2024 | |||||||
| Accounts payable | $ | $ | ||||||
| Accrued compensation | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
note 9 – CONTINGENT STOCK ISSUANCE LIABILITY
On July 28, 2025, the Company, together
with Dockter Farms LLC, entered into a $
NOTE 10 – COMMITMENTS AND CONTINGENCIES
Office and Rental Property Leases
Mineral Properties
The Company’s mineral rights require various annual lease payments (See Note 4).
| 20 |
NOTE 10 – COMMITMENTS AND CONTINGENCIES (CONTINUED)
Legal Matters
On
July 8, 2020, the Company’s former Chief Financial Officer, Al Calvanico (“Calvanico”), filed a demand for arbitration
alleging retaliation, wrongful termination, and demand for a minimum of $
Contractual Matters
On November 1, 2013, the Company entered into an agreement with USMC, in which USMC provides various technical evaluations and mine development services for the Company regarding 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 Company entered into a material supply agreement with USMC, pursuant to which USMC provides 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
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.
Note 11 - STOCKHOLDERS’ EQUITY
On
January 31, 2024, the Company issued
On
February 23, 2024, the board of directors authorized the immediate issuance of
On
March 31, 2024, the Company issued
On
June 16, 2025, the principal of $
On
June 16, 2025, the principal of $
On
June 16, 2025, principal of $
On July 28, 2025,
| 21 |
Note 12 – STOCK-BASED COMPENSATION
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
The
Company has also granted options to purchase an aggregate of
On
December 13, 2023, the Company granted the Chief Financial Officer an option to purchase
On
February 6, 2025, the Company granted the Chief Financial Officer an option to purchase
On
February 6, 2025, the Company granted an employee two options to purchase
On
February 6, 2025, the Company repriced all options outstanding under the 2017 Purebase Corporation Stock Option Plan from exercise prices
ranging from $
On
May 1, 2025, the Company granted five employees options to purchase a total of
On
May 5, 2025, the Company granted an employee an option to purchase
SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODEL ASSUMPTIONS
| Grant Date | Number of Options | Stock Price | Exercise Price | Expected Volatility | Risk-free Interest Rate | Dividend Rate | Expected Term | Fair Value | ||||||||||||||||||||||
| $ | $ | % | % | % | $ | |||||||||||||||||||||||||
| $ | $ | % | % | % | $ | |||||||||||||||||||||||||
| $ | $ | % | % | % | $ | |||||||||||||||||||||||||
| $ | $ | % | % | % | $ | |||||||||||||||||||||||||
| $ | $ | % | % | % | $ | |||||||||||||||||||||||||
| $ | $ | % | % | % | $ | |||||||||||||||||||||||||
The
Company granted options to purchase an aggregate of
The
weighted average grant date fair value of options granted and vested during the nine months ended August 31, 2025 was $
| 22 |
Note 12 – STOCK-BASED COMPENSATION (CONTINUED)
Other Stock-based Compensation
On
June 18, 2025, we entered into the Master Agreement with USMC, US Copper LLC, and US Mine LLC, pursuant to which mining rights US Mine
LLC
Compensation based stock option activity for qualified and unqualified stock options is summarized as follows:
SCHEDULE OF STOCK OPTION ACTIVITY FOR QUALIFIED AND UNQUALIFIED STOCK OPTIONS
| Weighted | ||||||||
| Number of | Average | |||||||
| Shares | Exercise Price | |||||||
| Outstanding at November 30, 2023 | $ | |||||||
| Granted | $ | |||||||
| Exercised | - | - | ||||||
| Expired or cancelled | ( | ) | ||||||
| Outstanding at August 31, 2024 | $ | |||||||
| Outstanding at November 30, 2024 | $ | |||||||
| Granted | $ | |||||||
| Exercised | - | - | ||||||
| Expired or cancelled | ( | ) | $ | |||||
| Outstanding at August 31, 2025 | $ | |||||||
The following table summarizes information about options to purchase shares of the Company’s common stock outstanding and exercisable at August 31, 2025:
SCHEDULE OF STOCK OPTION SHARES OUTSTANDING AND EXERCISABLE
| Weighted- | Weighted- | |||||||||||||||||
| Average | Average | |||||||||||||||||
| Exercise | Outstanding | Remaining Life | Exercise | Number | ||||||||||||||
| Price | Options | In Years | Price | Exercisable | ||||||||||||||
| $ | $ | |||||||||||||||||
| $ | $ | - | ||||||||||||||||
| $ | $ | |||||||||||||||||
| $ | $ | |||||||||||||||||
| $ | ||||||||||||||||||
The compensation expense attributed to the issuance of the options is recognized as vested options.
The
stock options granted are exercisable over various terms from three
Total
compensation expense related to the options was $
As
of August 31, 2025, the aggregate intrinsic value of the total outstanding and exercisable options was $
| 23 |
NOTE 13 – RELATED PARTY TRANSACTIONS
US Mine Corporation
On
December 1, 2013,
During
the nine months ended August 31, 2025 and 2024, USMC paid expenses of $
USMC Notes
On
February 8, 2024, the Company issued a convertible promissory note in the amount of $
USMC Lines of Credit
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 $
| 24 |
NOTE 13 – RELATED PARTY TRANSACTIONS (CONTINUED)
USMC
has advanced an additional $
A
related party advanced the Company $
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 $
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
| 25 |
NOTE 13 – RELATED PARTY TRANSACTIONS (CONTINUED)
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 $
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 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 $
| 26 |
NOTE 13 – RELATED PARTY TRANSACTIONS (CONTINUED)
On
February 16, 2024, the Company entered into a one-year consulting agreement with Magmatics, Inc. (“Magmatics”) pursuant to
which Joe Thomas will assist in the design, production, testing, and certification of metakaolin and an HP-SCM. Magmatics was issued
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 $
NOTE 14 – 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
SCHEDULE OF CONCENTRATION OF CREDIT RISK
| Customer A | % | |||
| Customer B | % | |||
| Customer C | % | |||
| Customer D | % |
Three customers accounted for
| Customer A | % | |||
| Customer B | % | |||
| Customer C | % |
Accounts Receivable
One customer accounted for
One customer accounted for
Vendors
One supplier accounted for
One supplier accounted for
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 August 31, 2025 through the date the condensed consolidated financial statements were filed.
On
September 24, 2025, the Company entered into a $
| 27 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Quarterly Report on Form 10-Q includes forward-looking statements that reflect management’s current views with respect to future events and financial performance. Forward-looking statements are statements in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements include statements regarding the intent, belief or current expectations of our management team, as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks set forth in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended November 30, 2024, as filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2025, any of which may cause our company’s or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied in our forward-looking statements. These risks and factors include, by way of example and without limitation:
| ● | absence of contracts with customers or suppliers; |
| ● | our ability to maintain and develop relationships with customers and suppliers; |
| ● | the impact of competitive products and pricing; |
| ● | supply constraints or difficulties; |
| ● | the retention and availability of key personnel; |
| ● | general economic and business conditions; |
| ● | substantial doubt about our ability to continue as a going concern; |
| ● | our ability to successfully implement our business plan; |
| ● | our need to raise additional funds in the future; |
| ● | our ability to successfully recruit and retain qualified personnel in order to continue our operations; |
| ● | our ability to successfully acquire, develop or commercialize new products; |
| ● | the commercial success of our products; |
| ● | the impact of any industry regulation; |
| ● | our ability to develop existing mining projects or establish proven or probable reserves; |
| ● | our dependence on one vendor for our minerals for our products; |
| ● | the impact of potentially losing the rights to properties; and |
| ● | the impact of the increase in the price of natural resources. |
We undertake no obligation to update or revise forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report, except as required by law.
As used in this Quarterly Report and unless otherwise indicated, the terms “Company,” “we,” “us,” and “our,” refer to PureBase Corporation and its wholly-owned subsidiaries, PureBase Agricultural, Inc., a Nevada corporation (“PureBase AG”) and U.S. Agricultural Minerals, LLC, a Nevada limited liability company (“PureBase AM”).
Business Overview
We are an industrial mineral and natural resource company that provides solutions to the agriculture and construction materials markets in the United States, through our two subsidiaries, Purebase AG, and Purebase AM, respectively. The Company has not yet commenced mining operations and relies on USMC for its mineral resources extracted from mineral sites owned by US Mine LLC.
We obtain certain raw clay materials from USMC through a materials extraction agreement with US Mine LLC. US Mine LLC owns the mining property which USMC leases. USMC pays US Mine LLC a royalty, for which the Company reimburses USMC.
Agricultural Sector
We develop specialized fertilizers, sun protectants, soil amendments and bio-stimulants for organic and non-organic sustainable agriculture. We have developed and will seek to develop additional products derived from mineralized materials of leonardite, kaolin clay, laterite, and other natural minerals. These mineral and soil amendments are used to protect crops, plants and fruits from the sun and winter damage, to provide nutrients to plants, and to improve dormancy and soil ecology to help farmers increase the yields of their harvests. We are building a brand family under the parent trade name “Purebase,” consisting of its Purebase Shade Advantage WP product, a kaolin-clay based sun protectant for crops and Humic Advantage a humic acid product derived from leonardite.
| 28 |
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.
We decided that we will no longer develop and pursue the SCM market. We have has decided to instead further develop and expand our presence in the agricultural sector, as we believe that we can achieve higher margins in that sector and that construction of an SCM plant would take approximately two years.
We utilize the services of USMC for the development and contract mining of industrial mineral and metal projects, exploration drilling, preparation of feasibility studies, mine modeling, on-site construction, production, site reclamation and product fulfillment. Exploration services include securing necessary permits, environmental compliance, and reclamation plans. In addition, a substantial portion of the minerals used by the Company are obtained from properties owned or controlled by USMC. John Bremer, a director, is also an officer, director and, as of June 18, 2025, 33% owner of USMC.
Recent Developments
On July 10, 2025, the Company entered into a $53,000 bridge loan with J.J. Astor & Co. The note bears interest at 30% and matures on May 10, 2026. The loan is to be paid in forty weekly installments of $1,722.50 beginning on July 21, 2025.
On July 28, 2025 (the “Effective Date”) the Company, together with Dockter Farms, LLC, a California limited liability company (“Dockter Farms”) entered into a loan agreement (the “Loan Agreement”) with J.J. Astor & Co., a Utah corporation (the “Lender”) for the aggregate principal amount of $650,000. $50,350 was used to pay the balance of the July 10, 2025 $53,000 bridge loan with J.J. Astor. The Company plans to use the proceeds from the loan for working capital and general corporate purposes. As consideration for entering into the Loan Agreement, the Company will issue 750,000 shares of its common stock to the Lender. If within 90 days, the market price of the Company’s common stock, is not greater than $0.50) per share, the Company will issue an additional 750,000 shares to the Lender. To induce the Lender to enter into the Loan Agreement, Mr. Scott Dockter, the Company’s Chief Executive Officer, executed an Affidavit of Confession of Judgment in favor of the Lender. The secured promissory note evidencing the loan was issued with an original issue discount of $150,000, matures on May 5, 2026 and is payable in forty weekly installments beginning August 5, 2025, of which the first eight installments are $8,125 and the remaining thirty-two installments are $18,281. Upon the event of a default, the note becomes immediately due and payable at an increased interest rate of the sum of: (1) the then outstanding principal amount, multiplied by 120%, plus default interest at of 19% per annum, compounded daily. While the note remains outstanding, the Company may not, without the Lender’s written consent: (i) amend or modify the terms of any existing indebtedness, (ii) incur additional indebtedness, (iii) grant liens on any of its assets, or (iv) enter into transactions with any affiliates. The note ranks senior to all other indebtedness of the Company.
The Company’s obligations under the note are secured by a senior first lien security interest in all of the assets and properties of the Company, as well as all of the equity interests in Dockter Farms, pursuant to a pledge and security agreement (the “Security Agreement”) entered into by the Company, Dockter Farms, and the Lender. In addition, Dockter Farms granted the Lender a deed of trust on certain real property pursuant to a Second Deed of Trust.
On September 24, 2025, the Company entered into a $123,050 bridge loan with Vanquish Funding Group, Inc. The note bears interest at 12% during the ten-month term of the loan. The loan is to be paid in five monthly installments with $68,908 due March 30, 2026, and $17,227 due each on April 30, 2026, May 30, 2026, June 30, 2026, and July 30, 2026.
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Results of Operations
Comparison of the Three Months Ended August 31, 2025 to the Three Months Ended August 31, 2024
| August 31, 2025 | August 31, 2024 | Variance | ||||||||||
| Revenue, net | $ | 86,814 | $ | 204,314 | $ | (117,500 | ) | |||||
| Cost of goods sold | 20,190 | 47,178 | (26,988 | ) | ||||||||
| Operating income | 66,624 | 157,136 | (90,512 | ) | ||||||||
| Operating Expenses: | ||||||||||||
| Selling, general and administrative | 422,272 | 406,379 | 15,893 | |||||||||
| Stock based compensation | 20,091 | 4,191 | 15,900 | |||||||||
| Total operating expenses | 442,363 | 410,570 | 31,793 | |||||||||
| Loss from operations | (375,739 | ) | (253,434 | ) | (122,305 | ) | ||||||
| Interest expense | (90,352 | ) | - | (90,352 | ) | |||||||
| Interest expense, related parties | (14,608 | ) | (23,404 | ) | 8,796 | |||||||
| Loss before provision for income taxes | (480,699 | ) | (276,838 | ) | (203,861 | ) | ||||||
| Provision for income tases | - | - | - | |||||||||
| Net Loss | $ | (480,699 | ) | $ | (276,838 | ) | $ | (203,861 | ) | |||
Revenues
Revenue decreased by $117,500, or 58%, for the three months ended August 31, 2025, as compared to the three months ended August 31, 2024. This decrease was due to cooler weather in the three months ended August 31, 2025 as compared to the three months ended August 31, 2024.
Cost of Goods Sold
Cost of goods sold decreased by $26,988, or 57%, for the three months ended August 31, 2025, as compared to the three months ended August 31, 2024, as a result of a decrease in products sold in the three months ended May 31, 2024.
Operating Expenses
Total operating expenses increased by $31,793, or 8%, for the three months ended August 31, 2025, as compared to the three months ended August 31, 2024. The increase in operating expenses was primarily due to an increase in general and administrative wages and related expenses of $59,230, an increase in stock-based compensation of $15,900, and an increase in selling expenses of $15,785, offset by a decrease in professional services of $28,932, and a decrease in various general and administrative expenses of $30,190 due primarily to a $45,444 decrease in repairs for the calciner pilot plant for the three months ended August 31, 2025, as compared to the three months ended August 31, 2024.
Interest Expense
Interest expense increased by $90,352 for the three months ended August 31, 2025, as compared to the three months ended August 31, 2024. The increase was due to interest on the J.J. Astor note payable in 2025.
Interest Expense, Related Parties
Interest expense decreased by $8,796 for the three months ended August 31, 2025, as compared to the three months ended August 31, 2024, primarily due to the June 16, 2025 conversion to common stock of borrowings on the line of credit, on the increased advances on a note payable, and on the additional other advances from USMC.
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Comparison of the Nine Months Ended August 31, 2025 to the Nine Months Ended August 31, 2024
August, 2025 | August 31, 2024 | Variance | ||||||||||
| Revenue, net | $ | 285,435 | $ | 310,036 | $ | (24,601 | ) | |||||
| Cost of goods sold | 72,933 | 80,253 | (7,320 | ) | ||||||||
| Operating income | 212,502 | 229,783 | (17,281 | ) | ||||||||
| Operating Expenses: | ||||||||||||
| Selling, general and administrative | 1,278,981 | 1,248,141 | 30,840 | |||||||||
| Stock based compensation | 64,159 | 16,573 | 47,586 | |||||||||
| Total operating expenses | 1,343,140 | 1,264,714 | 78,426 | |||||||||
| Loss from operations | (1,130,638 | ) | (1,034,931 | ) | (95,707 | ) | ||||||
| Interest expense | (90,352 | ) | - | (90,352 | ) | |||||||
| Interest expense, related parties | (85,568 | ) | (71,369 | ) | (14,199 | ) | ||||||
| Loss before provision for income taxes | (1,306,558 | ) | (1,106,300 | ) | (200,258 | ) | ||||||
| Provision for income tases | 2,400 | 2,400 | - | |||||||||
| Net Loss | $ | (1,308,958 | ) | $ | (1,108,700 | ) | $ | (200,258 | ) | |||
Revenues
Revenue decreased by $24,601 or 8%, for the nine months ended August 31, 2025, as compared to the nine months ended August 31, 2024. This decrease was due to cooler weather in the three months ended August 31, 2025 as compared to the three months ended August 31, 2024.
Cost of Goods Sold
Cost of goods sold decreased by $7,320, or 9%, for the nine months ended August 31, 2025, as compared to the nine months ended August 31, 2024, as a result of a decrease in products sold in the nine months ended August 31, 2025.
Operating Expenses
Total operating expenses increased by $78,426, or 6%, for the nine months ended August 31, 2025, as compared to the nine months ended August 31, 2024. The increase in operating expenses was primarily due to an increase in general and administrative wages and related expenses of $94,335, an increase in stock-based compensation of $47,586, and an increase in selling expenses of $17,349, offset by a decrease in professional services of $59,454 and a decrease in various general and administrative expenses of $21,390 primarily due to a $45,444 decrease in repairs for the calciner pilot plant for the nine months ended August 31, 2025, as compared to the nine months ended August 31, 2024.
Interest Expense
Interest expense increased by $90,352 for the nine months ended August 31, 2025, as compared to the nine months ended August 31, 2024. The increase was due to interest on the J.J. Astor note payable in 2025.
Interest Expense, Related Parties
Interest expense increased by $14,199, or 20%, for the nine months ended August 31, 2025, as compared to the nine months ended August 31, 2024, primarily due to increased borrowings on the line of credit, increased advances on a note payable, and additional other advances from USMC, partially offset by the conversion of five convertible promissory notes to common stock in January 2024 and the June 16, 2025 conversion to common stock of borrowings on the line of credit, on the increased advances on a note payable, and on the additional other advances from USMC.
Liquidity and Capital Resources
As of August 31, 2025, we had cash on hand of $97,921 and a working capital deficiency of $749,973, as compared to cash on hand of $28,100 and a working capital deficiency of $1,093,058 as of November 30, 2024. The decrease in working capital deficiency of $343,085 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 $25,176, an increase in cash of $69,821, an increase in accounts receivable of $9,828, a decrease in interest payable related party of $27,912, and a decrease in convertible notes payable related parties of $2,500, offset by an increase in advances from USMC of $515,449, an increase in the line of credit with USMC of $101,551, an increase of accounts payable and accrued expenses of $137,115, a decrease in net right of use asset/liability of $152, an increase in contingent stock issuance liability of $31,500, and an increase in a note payable from J.J. Astor of $422,834.
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 2025 and 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 has 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.
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.
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Going Concern
The unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q have been prepared assuming that the Company will continue as a going concern. The Company has accumulated losses from inception through August 31, 2025 of $65,517,481, negative cash flows from operating activities of $947,074 for the nine months ended August 31, 2025 and a working capital deficiency of $749,973 as of August 31, 2025. During the nine months ended August 31, 2025, the Company received net cash proceeds of $617,000 from USMC through a line of credit and additional advances and cash proceeds, net of payments, of $485,395 from a third-party bridge loan. The Company has received net cash proceeds of $100,000 on September 29, 2025 from a third-party bridge loan. If the Company does not generate additional revenue and obtain bridge loans or equity and debt financing from third parties, it will not have sufficient cash to meet its obligations for the next twelve months following the date of this Quarterly Report on Form 10-Q. There currently are no other arrangements or agreements for financing, and there can be no assurances that 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 date of this Quarterly Report on Form 10-Q. The condensed consolidated financial statements in this Quarterly Report on Form 10-Q do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.
Working Capital Deficiency
August 31, 2025 | November 30, 2024 | |||||||
| Current assets | $ | 163,933 | $ | 47,612 | ||||
| Current liabilities | 913,906 | 1,140,670 | ||||||
| Working capital deficiency | $ | (749,973 | ) | $ | (1,093,058 | ) | ||
The increase in current assets of $116,321 as of August 31, 2025, is due to an increase in prepaid expenses of $25,176, an increase in cash of $69,821, an increase in right of use asset of $11,496, and an increase in accounts receivable of $9,828. The decrease in current liabilities of $226,764 is the result of an increase in advances from USMC of $515,449, an increase in the line of credit with USMC of $101,551, an increase of accounts payable and accrued expenses of $137,115, an increase in lease liability of $11,648, an increase in contingent stock issuance liability of $31,500, and an increase in notes payable to a third party of $422,834, offset by 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, a decrease in interest payable related parties of $27,912, and a decrease in convertible notes payable related parties of $2,500.
Cash Flows
| Nine Months Ended | ||||||||
| August 31, 2025 | August 31, 2024 | |||||||
| Net cash used in operating activities | $ | (947,074 | ) | $ | (1,957,010 | ) | ||
| Net cash used in investing activities | - | - | ||||||
| Net cash provided by financing activities | 1,016,895 | 1,982,684 | ||||||
| Increase in cash | $ | 69,821 | $ | 25,674 | ||||
Operating Activities
Net cash used in operating activities was $947,074 for the nine months ended August 31, 2025, due to a net loss of $1,308,958, an increase in accounts receivable of $9,828, and an increase in prepaid expenses and other current assets of $25,176, offset by an increase in accounts payable and accrued expenses of $137,115, an increase in interest payable related parties of $85,568, an increase in stock-based compensation of $64,159, an increase in contingent liability for stock to be issued of $31,500, an increase in non-cash board of directors compensation of $14,500, an increase in debt discount amortization of $54,439, an increase in common stock issued for services of $4,000, an increase in depreciation of $5,455, and an increase in right of use asset and liability, net, of $152. Net cash used in operating activities was $1,957,010 for the nine months ended August 31, 2024, due to a net loss of $1,108,700, an increase in accounts receivable of $74,244, a decrease in accounts payable and accrued expenses of $174,126, a decrease in interest payable related party of $43,673, a decrease in prepaid expenses and other current assets of $5,349, a decrease in right of use asset and liability, net, of $618, and a decrease in settlement liability of $618,000, offset by an increase in depreciation of $1,127, an increase in stock-based compensation of $16,573, an increase in stock issued for services of $32,000, and an increase in non-cash board of directors compensation of $18,000.
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Investing Activities
There were no investing activities in the nine months ended August 31, 2025 and 2024.
Financing Activities
For the nine months ended August 31, 2025, net cash provided by financing activities was $1,016,895, consisting of advances from USMC of $515,449, increases in the line of credit from USMC of $101,551, net proceeds of $485,395 from notes payable from a third party, and $11,000 in proceeds from loans from a related party, offset by $85,500 payments on the third-party notes and $11,000 payments on loans from a related party. For the nine months ended August 31, 2024, net cash provided by financing activities was $1,982,684, consisting advances in the line of credit from USMC of $1,373,400 and advances from USMC on a convertible note of $618,000, offset by a $8,716 partial payment on a loan from the Chief Executive Officer of the Company.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements.
Critical Accounting Policies and Procedures
Our significant accounting policies are more fully described in Note 1 to our condensed consolidated financial statements included in this Quarterly Report and in our Annual Report on Form 10-K for the fiscal year ended November 30, 2024, as filed with the SEC on February 28, 2025.
Recently Adopted Accounting Pronouncements
Our recently adopted accounting pronouncements are more fully described in Note 3 to our unaudited condensed consolidated financial statements included in this Quarterly Report.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, we are not required to provide the information required by this Item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
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 Report. Based upon that evaluation and subject to the foregoing, our principal executive officer and principal financial officer concluded that, our disclosure controls and procedures were not effective as of August 31, 2025 due to the material weaknesses in internal control over financial reporting described below.
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Material Weaknesses in Internal Control over Financial Reporting
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 Company has determined that its internal control over financial reporting was ineffective 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 weaknesses are remediated, such that these controls are designed, implemented, and operating effectively. The remediation actions include:
| ● | Continue to establish appropriate segregation of duties to achieve internal control objectives; and |
| ● | Continue to develop risk assessment policies and procedures on internal control over financial reporting and monitor the effectiveness of operations on 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.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal controls over financial reporting that occurred during the quarter ended August 31, 2025, that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 1A. RISK FACTORS
As a smaller reporting company, we are not required to provide the information required by this Item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
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 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
During
the quarter ended August 31, 2025, no director, officer or Section 16 officer
ITEM 6. EXHIBITS
Exhibit Number |
Description | |
| 31.1* | Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer | |
| 31.2* | Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Chief Financial Officer | |
| 32.1* | Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer | |
| 32.2* | Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Chief Financial Officer | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 35 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| PUREBASE CORPORATION | ||
| By: | /s/ A. Scott Dockter | |
| A. Scott Dockter | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: | October 15, 2025 | |
| By: | /s/ Stephen Gillings | |
| Stephen Gillings | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
| Date: | October 15, 2025 |
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FAQ
What were Purebase (PUBC) Q3 2025 revenues and earnings?
What is Purebase’s liquidity and working capital position?
Did Purebase (PUBC) issue a going concern warning?
How many Purebase shares are outstanding?
What recent financing did Purebase secure?
What strategic changes did Purebase make in 2025?
