SUBSEQUENT EVENTS |
6 Months Ended |
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May 31, 2025 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 – 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 May 31, 2025 through the date the condensed consolidated financial statements were filed.
The Company’s Chief Executive Officer advanced the Company $20,000 on June 12, 2025 and $5,000 on June 20, 2025 pursuant to a $25,000 promissory note. The note bears interest at 8% per annum and is due within thirty days of the Company becoming cash flow positive from operations
On June 16, 2025, the principal of $618,000 and accrued interest of $56,925 through June 16, 2025 of the February 8, 2024 convertible promissory note with USMC were converted into shares of the Company’s common stock at a conversion price of $0.08 per share.
NOTE 14 – SUBSEQUENT EVENTS (CONTINUED)
On June 16, 2025, the principal of $1,000,000 and accrued interest of $75,928 through June 16, 2025 of the March 7, 2024 line of credit with USMC were converted into shares of the Company’s common stock at a conversion price of $0.08 per share.
On June 16, 2025, principal of $416,449 and accrued interest of $10,360 through June 16, 2025 of 2025 advances from USMC were converted into shares of the Company’s common stock at a conversion price of $0.08 per share.
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 granted to us to purchase up to 100,000,000 tons of metakaolin supplementary cementitious materials from properties owned by US Mine LLC and US Mine LLC’s stock option to purchase up to shares of our common stock at an exercise price of $ per share which were granted pursuant to our Materials Extraction Agreement with US Mine LLC, dated May 27, 2021, as amended on October 6, 2021, and further amended on November 1, 2023, were cancelled. The Master Agreement also provides for a six-month option to purchase certain mining equipment from USMC, at fair market value.
Also, on June 18, 2025, we 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 us and the Bremer Trust, for the purchase of approximately 280 acres of mining property containing five placer mining claims known as the “Snow White Mine,” located near Barstow, California in San Bernardino County. In addition, pursuant to an assignment of lease, 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 US Bureau of Land Management and USMC, for mining rights to approximately 2,500 acres located on the western side of the Weepah Hills in the Mount Diablo Meridian area of Esmeralda County, Nevada. We also provided the US Mine Entities with a general release and agreed to indemnify the US Mine Entities and certain related parties against third party claims.
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 from USMC, 14,555,665.84, plus interest, compounded monthly, at an annual rate of 10%, in a closing to occur within one year upon the terms and conditions set forth in a common stock purchase agreement between Mr. Dockter and USMC, dated as of June 18, 2025. shares of our common stock for an aggregate purchase price of $
The US Mine Entities also repurchased from Mr. Dockter all of the equity interests Mr. Dockter held in the US Mine Entities, Mr. Dockter and Ms. Dockter each resigned from all positions they held with the US Mine Entities and at any of their subsidiaries, and Mr. Dockter and Ms. Dockter provided the US Mine Entities with a general release and agreed to indemnify the US Mine Entities and certain related parties against third party claims.
On June 24, 2025, debt of $17,000 to Brady Barto, for services as a director, a former director, was converted to shares of the Company’s common stock.
The Company’s Chief Executive Officer advanced the Company $6,000 on June 30, 2025 pursuant to a $6,000 promissory note. The note bears interest at 8% per annum and is due within thirty days of the Company becoming cash flow positive from operations.
On July 10, 2025, the Company entered into an agreement with JJ Astor for a $53,000 bridge loan. The bridge loan has an origination fee of $2,120 and interest expense of $15,900. The bridge loan is due in ten months and is to be repaid in weekly installments of $1,722.50.
On July 14, 2025, Arthur Scott Dockter, Teresa Dockter, US Mine Corp, US Copper LLC, and US Mine LLC, entered into an Amendment to Master Agreement, in which the shares to be purchased by Mr. Dockter shall be held in an escrow account and released only in accordance with the terms and conditions of an escrow agreement.
On July 14, 2025, Arthur Scott Dockter and US Mine Corp entered into an Amendment to Purebase Common Stock Purchase Agreement, in which the closing of the purchase and sale of the shares of Purebase Common Stock shall occur on the date in which Mr. Dockter has paid the full purchase price and the shares and funds held by escrow agent shall be released in accordance with the terms and conditions of the Escrow Agreement.
On July 14, 2025, Arthur Scott Dockter, US Mine Corp, and The Crone Law Group, P.C., entered into the Escrow Agreement, in which the shares of Purebase Common Stock and the purchase funds are to be placed in escrow account with The Crone Law Group, P.C. as escrow agent. Upon full payment of the purchase price by Mr. Dockter, the escrow agent is to release the shares to Mr. Dockter and the funds to US Mine Corp. |