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 February 28, 2026, options to purchase an aggregate of 5,048,973 shares of common stock have not been issued 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. An option for 200,000 shares of common stock expired during the three months ended February 28, 2026.

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 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 Option Plan at February 6, 2025 had their exercise period extended until February 6, 2030.

SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODEL ASSUMPTIONS 

The Company granted no options during the three months ended February 28, 2026. The Company granted options to purchase an aggregate of 400,000 shares of common stock during the three months ended February 28, 2025.

There was no fair value of options granted and vested during the three months ended February 28, 2026 as no options were granted. The weighted average grant date fair value of options granted and vested during the three months ended February 28, 2025 was $11,315.

Note 11 – 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 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 116,000,000 shares of our common stock at an exercise price of $0.38 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.

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

The following table summarizes information about options to purchase shares of the Company’s common stock outstanding and exercisable at February 28, 2026:

 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 $11,646 and $33,147 for the three months ended February 28, 2026 and 2025, respectively. As of February 28, 2026, there was $4,236 compensation cost to be expensed related to non-vested stock options.

As of February 28, 2026, 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 $0.024 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.