UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 | ||