Note 11 – 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 ten million shares of the Company’s common stock to be issued pursuant to options granted under the Option Plan. The Option Plan was subsequently approved by shareholders on September 28, 2018. As of May 31, 2025, options to purchase an aggregate of 5,065,507 shares of common stock are outstanding under the Option Plan.

The Company has also granted options to purchase an aggregate of 500,000 shares of common stock pursuant to employment agreements with certain employees prior to the adoption of the Option Plan.

On December 13, 2023, the Company granted the Chief Financial Officer an option to purchase 200,000 shares of the Company’s common stock at an exercise price of $0.09 per share and a fair value of $16,762. This option vests in one year. The option was valued using the Black-Scholes option pricing model under the assumption in the table below.

On February 6, 2025, the Company granted the Chief Financial Officer an option to purchase 200,000 shares of the Company’s common stock at an exercise price of $0.06 per share and a fair value of $15,886. This option vests in one year. The option was valued using the Black-Scholes option pricing model under the assumption in the table below.

On February 6, 2025, the Company granted an employee two options to purchase 100,000 shares for each option of the Company’s common stock at an exercise price of $0.06 per share and a fair value of $7,943 for each option. These options vest in one year. The option was valued using the Black-Scholes option pricing model under the assumption as found in the table below.

On February 6, 2025, the Company repriced all options outstanding under the 2017 Purebase Corporation Stock Option Plan from exercise prices ranging from $0.09 to $0.36 per share to an exercise price of $0.06 per share. A fair value of $30,499 was recorded for the repricing. All vested options under the 2017 Purebase Corporation Stock Option Plan at February 6, 2025 had their exercise period extended until February 6, 2030.

On May 1, 2025, the Company granted five employees options to purchase a total of 346,720 shares of the Company’s common stock at an exercise price of $0.08 per share and a total fair value of $31,246. These options vest in one year. The options were valued using the Black-Scholes option pricing model under the assumptions as found in the table below.

On May 5, 2025, the Company granted an employee an option to purchase 50,000 shares of the Company’s common stock at an exercise price of $0.08 per share and a fair value of $4,500. This option vests in one year. The option was valued using the Black-Scholes option pricing model under the assumption as found in the table below.

SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODEL ASSUMPTIONS 

The Company granted options to purchase an aggregate of 796,720 shares of common stock during the six months ended May 31, 2025, and granted an option to purchase 200,000 shares of common stock during the six months ended May 31, 2024.

The weighted average grant date fair value of options granted and vested during the six months ended May 31, 2025 was $10,183. The weighted average grant date fair value of options granted and vested during the six months ended May 31, 2024 was $0.

Note 11 – STOCK-BASED COMPENSATION (CONTINUED)

Compensation based stock option activity for qualified and unqualified stock options is summarized as follows:

 SCHEDULE OF STOCK OPTION ACTIVITY

The following table summarizes information about options to purchase shares of the Company’s common stock outstanding and exercisable at May 31, 2025:

 SCHEDULE OF STOCK OPTION SHARES OUTSTANDING AND 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 3 to ten years from the grant date and vest over various terms from the grant date to five years.

Total compensation expense related to the options was $44,068 and $12,382 for the six months ended May 31, 2025 and 2024, respectively. As of May 31, 2025, there was $53,949 compensation cost to be expensed related to non-vested stock options.

As of May 31, 2025, the aggregate intrinsic value of the total outstanding and exercisable options was $0, which was based on an estimated fair value of the Company’s common stock of $0.069 as of such date and which represents the aggregate fair value of the common stock that would have been received by the option holders had all option holders exercised their options as of that date, net of the aggregate exercise price.