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  4. [8-K] Purebase Corp Reports Material Event

Purebase (PUBC) secures 20% share of CoreTer mining proceeds in new MOU

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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

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

Positive

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Insights

Purebase trades future mining-linked upside for clarified CEO conflict framework.

Purebase’s agreement with CoreTer LLC grants it 20% of net proceeds from CoreTer’s existing Exclusive Mining Option and Development Agreement with Dexter Mining LLC. This creates potential economic participation in mining-related cash flows without Purebase directly holding that underlying agreement.

In return, Purebase waives its expectation that CEO A. Scott Dockter present related corporate opportunities to the company, acknowledging his ownership and management of CoreTer. The MOU lists several conditions that can terminate Purebase’s right to proceeds, including change of control, Dockter’s removal, and failure by US Mine Corp. to release escrowed Purebase shares to Dockter under a prior Common Stock Purchase Agreement.

The MOU is binding but still depends on a definitive asset transfer agreement. Future disclosures in company filings may clarify whether that definitive agreement is executed and how much value, if any, flows to Purebase from the 20% net proceeds interest.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Net proceeds share 20% of net proceeds Purebase entitlement under MOU with CoreTer
MOU date May 26, 2026 Date Purebase and CoreTer executed the Memorandum of Understanding
Mining option agreement date March 19, 2026 Exclusive Mining Option and Development Agreement between CoreTer and Dexter Mining LLC
Stock purchase agreement date June 18, 2025 Common Stock Purchase Agreement with US Mine Corp.
Amendment date July 9, 2025 Amendment to Common Stock Purchase Agreement with US Mine Corp.
Material Definitive Agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Memorandum of Understanding regulatory
"entered into a binding Memorandum of Understanding (the “MOU”) with CoreTer LLC"
A memorandum of understanding (MOU) is a formal agreement between two or more parties that outlines their shared intentions and plans to work together. It acts like a handshake in writing, clarifying each side’s roles and expectations before any official contract is signed. For investors, an MOU signals that parties are serious about collaboration, which can influence future business opportunities and potential growth.
Exclusive Mining Option and Development Agreement financial
"under an Exclusive Mining Option and Development Agreement, dated March 19, 2026"
change of control financial
"may terminate upon the Company’s change of control, as defined in the MOU"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
Common Stock Purchase Agreement financial
"pursuant to a Common Stock Purchase Agreement, dated June 18, 2025, as amended July 9, 2025"
A common stock purchase agreement is a legal contract that spells out the deal when someone buys ordinary shares in a company, specifying how many shares, the price, payment method, and any conditions for the sale. For investors it matters because it defines ownership rights, timing and protections—like a receipt plus rules for a big purchase—so it determines how and when an investor actually acquires voting power and potential returns.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What agreement did Purebase Corporation (PUBC) disclose on May 26, 2026?
Purebase disclosed a binding Memorandum of Understanding with CoreTer LLC. The MOU gives Purebase 20% of net proceeds CoreTer receives from an Exclusive Mining Option and Development Agreement with Dexter Mining LLC, subject to several termination conditions and a future definitive asset transfer agreement.

How does Purebase benefit economically from the CoreTer mining arrangement?
Purebase is entitled to 20% of the net proceeds CoreTer receives under its Exclusive Mining Option and Development Agreement with Dexter Mining LLC. This structure lets Purebase share in potential mining-related cash flows indirectly, without holding that underlying mining agreement itself, assuming other conditions in the MOU are satisfied.

What corporate opportunity waiver did Purebase grant its CEO in this MOU?
In the MOU, Purebase waives any requirement that CEO and director A. Scott Dockter present corporate opportunities related to the CoreTer mining agreement or similar opportunities. This waiver acknowledges his ownership and management of CoreTer while defining Purebase’s compensation as a 20% net proceeds entitlement.

Under what conditions can Purebase’s 20% proceeds right be terminated?
Purebase’s right to 20% of CoreTer’s net proceeds may end if there is a change of control at Purebase, if A. Scott Dockter is removed as an officer and director, or if US Mine Corp. fails to release specified Purebase common shares to Dockter from escrow under a prior stock purchase agreement.

Is the Purebase–CoreTer Memorandum of Understanding fully finalized?
The MOU is described as binding but is expressly subject to the parties entering into a definitive asset transfer agreement. The filing states that its summary is qualified by the full text of the MOU, which is attached as Exhibit 10.1 and incorporated by reference for complete terms.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): May 26, 2026

 

PUREBASE CORPORATION

(Exact name of registrant as specified in its charter)

 

Nevada   000-55517   27-2060863

(State or other jurisdiction of

incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

14110 Ridge Road

Sutter Creek, California 95685

(Address of principal executive offices)

 

(209) 991-2180

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

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

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On May 26, 2026, Purebase Corporation (the “Company”) entered into a binding Memorandum of Understanding (the “MOU”) with CoreTer LLC, a Nevada limited liability company (“CoreTer”), pursuant to which the Company will be entitled to 20% of the net proceeds received by CoreTer under an Exclusive Mining Option and Development Agreement, dated March 19, 2026, between CoreTer and Dexter Mining LLC. In consideration therefor, the Company will waive any requirement that A. Scott Dockter, the Company’s Chief Executive Officer and a director, present to the Company, corporate opportunities that relate to such agreement or similar agreements or business opportunities in which Mr. Dockter may have an interest. CoreTer is owned and managed by A. Scott Dockter.

 

The Company’s right to such proceeds may terminate upon the Company’s change of control, as defined in the MOU, Mr. Dockter’s removal as an officer and director of the Company, or the failure of US Mine Corp. pursuant to a Common Stock Purchase Agreement, dated June 18, 2025, as amended July 9, 2025, to release shares of the Company’s common stock to Mr. Dockter held in escrow under a related escrow agreement.

 

The MOU is subject to the parties thereto entering into a definitive asset transfer agreement.

 

The foregoing description of the MOU is qualified in its entirety by reference to the full text of the MOU, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
10.1   Memorandum of Understanding, dated May 26, 2026, between the Company and CoreTer LLC
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

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 hereunto duly authorized.

 

  PUREBASE CORPORATION
     
Dated: June 1, 2026 By: /s/ A. Scott Dockter
    A. Scott Dockter
    Chief Executive Officer

 

 

 

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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