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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended November 30, ~~2023~~2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________________ to __________________________

Commission file number 000-55517

PUREBASE CORPORATION

(Exact name of registrant as specified in its charter)

Nevada		27-2060863
(State or other jurisdiction		(I.R.S. Employer
of incorporation or organization)		Identification No.)

8631 State Highway, 124 Ione, California		95640
(Address of Principal Executive Offices)		(Zip Code)
(Address of principal executive offices)		(Zip Code)

(209) 274-9143

(Registrant’s telephone number, including area code)

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

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

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

Common Stock, par value $0.001

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a small reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” or an “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		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 713(a)~~(2)(B)~~ of the ~~Securities~~Exchange Act: ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to 240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, as of May 31, ~~2023~~2024, the last business day of the registrant’s most recently completed second fiscal quarter, was $83,~~163~~319,~~891~~471. Solely for purposes of this disclosure, shares of common equity held by officers and directors of the registrant have been excluded because such persons may be deemed to be affiliates. This determination of executive officers and directors as affiliates is not necessarily a conclusive determination for any other purposes.

As of February 28, ~~2024~~2025, there were ~~239~~250,~~740~~497,~~928~~328 shares of the registrant’s common stock outstanding.

TABLE OF CONTENTS

	Page
PART I
ITEM 1. BUSINESS	3
ITEM 1A. RISK FACTORS	9
ITEM 1B. UNRESOLVED STAFF COMMENTS	1718
ITEM 1C. CYBERSECURITY	1718
ITEM 2. PROPERTIES	1718
ITEM 3. LEGAL PROCEEDINGS	2119
ITEM 4. MINE SAFETY DISCLOSURES	2220
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	2220
ITEM 6. [RESERVED]	2523
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2624
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	31
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	31
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	3231
ITEM 9A. CONTROLS AND PROCEDURES	3231
ITEM 9B. OTHER INFORMATION	3332
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	33
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	3433
ITEM 11. EXECUTIVE COMPENSATION	3738
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	38
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	3940
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES	42
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES	43
ITEM 16. FORM 10-K SUMMARY	4544
SIGNATURES	4645

PART I

ITEM 1. BUSINESS

Forward-Looking Statements

This Annual Report on Form 10-K includes forward-looking statements that reflect management’s current views with respect to future events and financial performance. Forward-looking statements are projections in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. Those statements include statements regarding the intent, belief or current expectations of our management team, as well as the assumptions on which such statements are based. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” any of which may cause our company’s or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

We undertake no obligation to update or revise forward-looking statements except as required by law.

As used in this Annual Report on Form 10-K and unless otherwise indicated, the terms “Company,” “we,” “us,” and “our,” refer to PureBase Corporation and its wholly-owned subsidiaries, PureBase Agricultural, Inc., a Nevada corporation (“PureBase AG”) and U.S. Agricultural Minerals, LLC, a Nevada limited liability company (“Purebase AM”).

Corporate History

The Company was incorporated in the State of Nevada on March 2, 2010, under the name Port of Call Online, Inc. to create a web-based service that would offer boaters an easy, convenient, fun, easy to use, online resource to help plan and organize their boating trips. Pursuant to a corporate reorganization consummated on December 23, 2014, the Company changed its business focus to the identification, acquisition, development and full-scale exploitation of industrial and natural mineral properties in the United States for the development of products for the construction and agriculture markets. In line with this business focus, the Company changed its name to PureBase Corporation in January 2015.

The Company is headquartered in Ione, California.

Business Overview

We are an industrial mineral and natural resource company that provides solutions to the agriculture and construction materials markets in the United States, through our two subsidiaries, Purebase AG, and Purebase AM, respectively. The Company has not yet commenced mining operations and relies on US Mine LLC. for its raw materials.

We utilize the services of US Mine Corporation (“USMC”), a Nevada corporation and a significant shareholder of the Company, for the development and contract mining of industrial mineral and metal projects, exploration drilling, preparation of feasibility studies, mine modeling, on-site construction, production, site reclamation and product fulfillment. Exploration services include securing necessary permits, environmental compliance, and reclamation plans. In addition, a substantial portion of the minerals used by the Company are obtained from properties owned or controlled by USMC. A. Scott Dockter, the Company’s Chief Executive Officer and a director, ~~and~~ John Bremer, a director, and Craig Barto, father of Brady Barto, a former director of the Company, are also officers, directors and owners of USMC and US Mine LLC.

We obtain certain raw clay materials from USMC through a materials extraction agreement with US Mine LLC. US Mine LLC owns the mining ~~property~~ property which USMC leases. USMC pays US Mine LLC a royalty, for which the Company reimburses USMC.,

Agricultural Sector

We develop specialized fertilizers, sun protectants, soil amendments and bio-stimulants for organic and non-organic sustainable agriculture. We have developed and will seek to develop additional products derived from mineralized materials of leonardite, kaolin clay, laterite, and other natural minerals. These mineral and soil amendments are used to protect crops, plants and fruits from the sun and winter damage, to provide nutrients to plants, and to improve dormancy and soil ecology to help farmers increase the yields of their harvests. We are building a brand family under the parent trade name “Purebase,” consisting of our Purebase Shade Advantage WP product, a kaolin-clay based sun protectant for crops and Humic Advantage a humic acid product derived from leonardite.

PureBase Shade Advantage WP

Shade Advantage WP is a natural mineral plant protectant that reduces sunburn damage to plant tissue (including fruits, such as watermelons, citrus, tomatoes, apples and cherries and walnuts) exposed to UV and infrared radiation through the absorption and dissipation of ultraviolet and infrared radiation, which protects and reduces the stress on plants.

The anticipated benefits of this product include:

	●	Adherences to plant tissue, fruit, and wood bark without the need for surfactants (stickers)
	●	Protection against sunburn of plant tissue and sun scalding of fruits, nuts, and vegetables
	●	Designed for application on organic and sustainable crops
	●	When sprayed on dormant trees, Shade Advantage WP has the potential of mitigating weather induced dormancy interference.

Shade Advantage WP is available in 25 lb. bags.

Humic Advantage

The Company sold its first batch of humic acid to a produce grower in Arizona in April 2022. Humic Advantage is a humic acid product derived from leonardite, locally sourced in Ione, California. Humic acid is a group of molecules heterogenous in nature, consisting of both aliphatic and aromatic carbons. We believe that humic acids are an important medium for soil health, water retention, and positive interactions with the soil microbiome. Humic acids can act as a chelator, interacting with other molecules in the soil profile, leading to a decrease in the leaching of metals and nutrients in some cases. Furthermore, some scientific publications have shown that the application of humic acid can increase plant dry mass, particularly in forage crops, due to increases in root matter and nodulation.

Industry Overview

The overview below shows the size and scope of the crops that could potentially use products that we develop:

California’s Top 10 Agricultural Commodities in ~~2022~~2023

According to the California Department of Food and Agriculture (“CDFA”), California’s agricultural abundance includes more than 400 commodities and over a third of the country’s vegetables and nearly three-quarters of the country’s fruits and nuts are grown in California. California’s top-10 valued commodities for the ~~2022~~2023 crop year are:

● Dairy Products, Milk — $108.4013 billion ● Grapes — $56.5452 billion ● Cattle and Calves — $34.6376 billion ● ~~Almonds~~Lettuce — $3.5293 billion ● ~~Lettuce~~Almonds — $3.1588 billion ● ~~Strawberries~~Pistachios — $2.6898 billion ● ~~Pistachios~~Strawberries — $12.8697 billion ● ~~Broilers~~Pistachios — $1.5986 billion ● Tomatoes — $12.4601 billion ● Carrots — $1.1167 billion

According to the CDFA, in ~~2022~~2023 California’s farms and ranches received $5559.94 billion in cash receipts for their output. This represents ana 81.84% increase in cash receipts compared to the previous year.

According to the CDFA, California agricultural exports totaled $2223.56 billion in ~~2021~~2022, an increase of 74.04% from ~~2020~~2021. Top commodities for export included almonds, dairy and dairy products, pistachios, walnuts and wine. California’s agricultural export statistics are produced by the University of California, Davis, Agricultural Issues Center. California organic product sales totaled $1411.01 billion in ~~2021~~2022, ana ~~increase~~decrease of 1620.47% from the prior year, according to the CDFA. Organic production encompasses over 21.1383 million acres in the state and California is the only state in the U.S. with a United States Department of Agriculture (“USDA”) National Organic Program according to the CDFA.

~~North~~In ~~America~~2023, ~~humic~~as ~~acid~~per ~~market~~the ~~size~~USDA, ~~was~~the ~~valued~~estimated atnumber ~~$230~~of ~~million~~farms in the U.S. were 1,894,950, representing a decline of 5,700 farms from 2022. ~~and~~The total island ~~expected~~in farms decreased by 1,100,000 acres in the same period. We believe that this decline will drive farmers to ~~grow~~improve atcrop yields awithin ~~compounded~~more ~~annual~~limited space. We believe that humic acid can improve yield rates by enhancing soil texture, nutrient buffering capacity, water retention characteristics, and plant growth ~~rate~~by ~~over~~enabling 13efficient uptake of nutrients from soil.2% We believe that humic acid aids ~~from~~in ~~2022~~fighting tosoil ~~2032~~erosion ~~according~~by increasing the ability of soil colloids to ~~forecast~~combine and by ~~Spherical~~enhancing ~~Insight,~~root asystem ~~market~~and ~~research~~plant ~~firm~~development and can also reduce water salination issues raised in the use of water-soluble mineral fertilizers.

InAccording ~~2022,~~to ~~as per~~ the ~~USDA,~~latest ~~the~~research ~~estimated~~report ~~number~~by ofGlobal ~~farms~~Market inInsights ~~the U~~Inc.~~S. were 2~~,~~002,700,~~ ~~representing~~the aNorth ~~decline~~America ofHumic ~~9,350~~Acid ~~farms~~Market ~~from~~was ~~2021.~~estimated ~~The total~~at ~~land~~$237 million in ~~farms~~2023 and ~~decreased~~is bypoised ~~1,900,000~~to ~~acres~~reach inaround ~~the~~$571 ~~same~~million ~~period.~~by We2032, ~~believe~~which ~~that~~is ~~this~~an ~~decline~~approximately ~~will~~10.3% ~~drive~~compound ~~farmers~~annual togrowth ~~improve~~rate ~~crop~~(“CAGR”) ~~yields~~from ~~within~~2024 ~~more~~to ~~limited space~~2032. WePropelled ~~believe~~by ~~that~~widespread application of humic acid ~~can~~as ~~improve~~fertilizer ~~yield~~in ~~rates~~agricultural ~~by enhancing soil texture~~production, ~~nutrient~~the ~~buffering~~fertilizer ~~capacity, water~~use ~~retention~~segment ~~characteristics,~~is ~~and~~expected ~~plant~~to ~~growth~~progress byat ~~enabling~~around ~~efficient~~12% ~~uptake~~CAGR ofover ~~nutrients~~the analysis ~~from soil~~timeline. WeThe ~~believe~~row ~~that~~crops ~~humic~~segment ~~acid~~is ~~aids in~~likely ~~fighting~~to ~~soil~~expand ~~erosion~~at bya ~~increasing~~stable CAGR over the ~~ability~~review oftimespan. ~~soil~~Humic ~~colloids~~acid tooffers ~~combine~~several ~~and~~benefits, including bybetter ~~enhancing~~efficiency, ~~root~~enhanced ~~system~~soil health, and ~~plant~~improved ~~development~~crop quality and ~~can~~ ~~also~~yields, ~~reduce~~which ~~water~~is ~~salination~~anticipated ~~issues~~to ~~raised~~fuel segmental progress in the ~~use~~forthcoming ~~of water-soluble mineral fertilizers~~years.

According to the latest research report by Global Market Insights Inc., the North America Humic Acid Market was estimated at $250 million in 2020 and is poised to reach around $580 million by 2027, registering with a CAGR of 12.8% from 2021 to 2027. Propelled by widespread application of humic acid as fertilizer in agricultural production, the fertilizer use segment is expected to progress at around 12.5% CAGR over the analysis timeline. The row crops segment is likely to expand at a stable CAGR over the review timespan. Humic acid offers several benefits, including better efficiency, enhanced soil health, and improved crop quality and yields, which is anticipated to fuel segmental progress in the forthcoming years.

Distribution

We distribute Shade Advantage WP through several large agricultural distribution companies and co-ops including Helena Agri-Enterprises, LLC, Brandt, and Aligned Ag Distributors. Through this network of distribution companies, our products reach farmers and growers in the agricultural industry. We also private label the Crop White II product for Brandt. The Company no longer produces the SulFe Hume Si product.

Competition in the Agricultural Sector

Major competitors with our agricultural products include:

●	PureShade with Calcium Carbonate: manufactured by Novasource, a division of Tessenderlo Kerley, Inc.

●	Surround: A kaolin-clay-based sun protectant manufactured by Novasource, a division of Tessenderlo Kerley, Inc.

●	BioFlora: a comprehensive agricultural products company based in Arizona.

●	Mesa Verde Humates, a division of Bio Huma Netics, a manufacturer of humate-based products based in New Mexico.

●	The Andersons Humic Solutions: A humic based products mining and manufacturing firm focused in the US Midwest, which produces highly competitive organic products which are sold and distributed throughout the United States.

●	Wilbur Ellis: one of the largest family-owned agricultural companies in the world.

Agricultural Products Certifications

All sales of agricultural products have to be registered in order to be sold, distributed and/or applied in farming operations. Standards for registration are set and regulated by the USDA at the federal level. All state agencies must also comply with federal guidelines. There are guidelines for the registration and labelling of the products for agriculture use, some of which are federal, others are State. Our organic product, PureBase Shade Advantage WP, must meet several additional qualifications in order to become registered.

In California, for example, the task of regulating the registration processes is carried out by the CDFA. There are some activities within the regulatory process that are executed by recognized and licensed private entities such as chemical laboratories and certifying laboratories. In some instances, in accordance with various international treaties, some of bilateral and some by regional structures (European Union, etc.) and some governmental and private organizations are recognized and licensed to play particular roles in certifying and/or in the certifying processes.

Currently we have one product fully registered as an organic plant protectant, PureBase Shade Advantage WP. The WP stands for Wettable Powder which means the powder goes into suspension when mixed with water. We have registration certificates for this product in several states including California and Washington. Our product is currently registered in the US and California as an agricultural product.

Our newest product, Humic Advantage, has received an Organic Materials Review Institute certification and is currently approved for sale in Arizona ~~and is under review with the CDFA for approval to sell Humic Advantage in California as a soil amendment~~.

Construction Sector

We have been developing and testing a kaolin-based product that we believe will help create a lower CO2-emitting concrete through the use of high-quality supplementary cementitious materials (“SCMs”). We are developing SCMs for the construction material markets, particularly the cement markets that we believe can potentially replace up to 40% of cement, the most polluting part of concrete. As government agencies continue to enact stricter requirements for less-polluting forms of concrete, we believe there are significant opportunities for high-quality SCM products in the construction-materials sector.

Industry Overview

Domestic Production and Use

Most portland cement is used to make concrete, mortars, or stuccos, and competes in the construction sector with concrete substitutes, such as aluminum, asphalt, clay brick, fiberglass, glass, gypsum (plaster), steel, stone, and wood. Certain materials, especially fly ash and ground granulated blast furnace slag, develop good hydraulic cementitious properties by reacting with lime, such as that released by the hydration of portland cement. Where readily available (including as imports), these SCMs are increasingly being used as partial substitutes for portland cement in many concrete applications and are components of finished blended cements. Clay-based SCM’s may also offer high strength in addition to being able to replace more cement than traditional fly ash.

~~The~~Mordor ~~Portland~~Intelligence, ~~Cement~~in ~~Association~~its (report “~~PCA”)~~NORTH ~~forecast~~AMERICA aCEMENT ~~3.5%~~MARKET ~~decrease~~SIZE in& ~~cement~~SHARE ~~consumption~~ANALYSIS in– ~~2023~~GROWTH ~~over~~TRENDS ~~2022.~~& ~~However,~~FORECASTS ~~the PCA forecasts~~(2025 a– ~~4.3% increase in 2024~~2030),” aforecast ~~3.6%~~the ~~increase~~North inAmerica ~~2025,~~cement ~~and~~market ato ~~3.8%~~be ~~increase in 2026~~202.97 ~~According~~million totons ~~the~~in ~~PCA~~2025, ~~the~~which ~~U.S.~~ is ~~also~~expected ~~set~~ to ~~spend~~reach $1251.97 million ~~trillion~~tons onby ~~new~~2030, ~~and~~for ~~rehabilitated infrastructure projects which we believe would consume 46 Metric Tons of cement over~~ a ~~five-year~~compound ~~program. Over~~annual agrowth ~~quarter~~rate of ~~this amount would be used on roads, bridges and resiliency structures~~4.42%.

According to the Portland Cement Association (“PCA”), the U.S. is set to spend $1 trillion on new and rehabilitated infrastructure projects which we believe would consume 46 Metric Tons of cement over a five-year program. Over a quarter of this amount would be used on roads, bridges and resiliency structures.

We believe that production and use of cement will increase in the upcoming years due to President Biden’s signing a $1.2 trillion infrastructure bill into law in November 2021, which is anticipated to provide $550 billion of new federal investments in America’s infrastructure over five years, including bridges, roads, broadband, water and energy systems. We believe that funds are needed for safe travel, as well as the efficient transport of goods and produce across the country. The nation’s infrastructure system earned a C- score from the American Society of Civil Engineers in 2021.

As per the PCA, the current infrastructure legislation provides for a $110 billion investment in roads, bridges and major infrastructure projects. Included is $40 billion for bridge repair, replacement and rehabilitation and $16 billion for major projects that would be too large or complex for traditional funding programs. It is believed that 173,000 miles of the nation’s highways and major roads are in poor condition, as are 45,000 bridges.

6The new administration has not determined if it will continue infrastructure improvements.

Competition in the Construction Sector

Potential competitors in the SCM space include other kaolin producers that are located in the eastern U.S. (predominantly Georgia), including BASF Corporation, Thiele Kaolin Company, Active Minerals International, LLC, Burgess Pigment Company, IMERYS, and KaMin LLC. Other potential competitors include fly ash distributors, notably Boral Industries, Inc. and Waste Management, Inc., and existing coal burning power plants (which produce fly ash as a byproduct of energy production.)

Currently in the western U.S., there are coal burning plants in Nevada, Utah, Oregon, and Washington. There are coal burning plants in Mexico and India from which fly ash can be imported. Other potential competitors are steel mills from which slag is produced as a byproduct of production (which is also a material that can replace fly ash.).

Newer technology could produce further competition, such as CO2-entrained concrete products that are produced by companies like Climeworks, a direct air capture company that vacuums carbon out of the air. Carbon entrainment companies include Carbon Engineering Ltd, and Carbon Cure Technologies, which has received significant investments by Bill Gates, Microsoft, Amazon, and others.

Many of our competitors have greater exploration, production, and capital resources than we do, and may be able to compete more effectively in any of these areas. For example, these competitors may be able to spend greater amounts on acquisition of desirable mineral properties, on exploration of their mineral properties and on development of their mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance the exploration and development of their mineral properties.

Government Controls and Regulations

Natural resource exploration, mining and processing operations are subject to various federal, state and local laws and regulations governing prospecting, exploration, development, production, labor standards, occupational health, mine safety, control of toxic substances, and other matters involving environmental protection and employment. United States environmental protection laws address the maintenance of air and water quality standards, the preservation of threatened and endangered species of wildlife and vegetation, the preservation of certain archaeological sites, reclamation, and limitations on the generation, transportation, storage and disposal of solid and hazardous wastes, among other things. There can be no assurance that all the required permits and governmental approvals necessary for any mining project with which we may be associated can be obtained on a timely basis, or maintained in good standing. Delays in obtaining or failure to obtain necessary government permits and approvals may adversely impact our operations. The regulatory environment in which we operate could change in ways that would substantially increase costs to achieve compliance. In addition, significant changes in regulations could have a material adverse effect on our operations and ability to timely and effectively implement our drilling/mapping programs and develop our mining properties.

The following governmental controls and regulations materially affect the mining properties we, or our third -party mineral suppliers, will seek to explore and develop.

Federal Regulation of Mining Activity

Mining operations are subject to numerous federal, state and local laws and regulations. At the federal level, mining properties are subject to inspection and regulation by the Division of Mine Safety and Health Administration of the Department of Labor (“MSHA”) under provisions of the Federal Mine Safety and Health Act of 1977. The Occupation and Safety Health Administration (“OSHA”) also has jurisdiction over certain safety and health standards not covered by MSHA. Mining operations and all proposed exploration and development will require a variety of permits. In addition, any mining operations occurring on federal property are subject to regulation and inspection by the Bureau of Land Management (“BLM”). We ~~currently~~entered ~~own~~into ~~mining~~a ~~rights~~purchase inagreement ~~several~~for ~~properties~~the ~~having~~Snow ~~existing permits~~White inMine ~~place~~property near orBarstow, ~~properties~~California. ~~where~~The ~~existing~~property ~~permitting~~is ~~requirements~~fully ~~and~~permitted ~~other applicable environmental protection laws~~ and ~~regulations would~~comes ~~not~~with ~~pose~~clear atitle ~~material hindrance~~ to ~~our~~surface ~~ability to explore~~ and ~~develop~~mineral ~~such properties~~rights. ~~As part of our initial evaluation of suitable projects, we ascertain a property’s regulatory compliance status and any issues affecting current or future permitting requirements.~~

7Rights to mining projects are governed by the BLM and the US Forest Service. The Federal Land Policy and Management Act (1976) established the BLM’s multiple-use mandate to manage the public lands “in a manner that will protect the quality of scientific, scenic, historical, ecological, environmental, air and atmospheric, water resource, and archeological values; that, where appropriate, will preserve and protect certain public lands in their natural condition”. The Lands, Minerals & Water Rights branch coordinates with BLM planning and resource specialists to manage surface resources, minerals and water rights to ensure that authorized uses of public lands.

All of our current rights are to mining projects governed by the BLM and the US Forest Service. The Federal Land Policy and Management Act (1976) established the BLM’s multiple-use mandate to manage the public lands “in a manner that will protect the quality of scientific, scenic, historical, ecological, environmental, air and atmospheric, water resource, and archeological values; that, where appropriate, will preserve and protect certain public lands in their natural condition”. The Lands, Minerals & Water Rights branch coordinates with BLM planning and resource specialists to manage surface resources, minerals and water rights to ensure that authorized uses of public lands.

Mining Environmental Regulations

While we are not at present engaged in mining activities, such activities, including drilling, mapping and development and production activities are subject to environmental laws, policies and regulations. These laws, policies and regulations affect, among other matters, emissions to the air, discharges to water, management of waste, management of hazardous substances, protection of natural resources, protection of endangered species, protection of antiquities and reclamation of mined land. Legislation and implementation of regulations adopted or proposed by the United States Environmental Protection Agency (“EPA”), the BLM and by comparable agencies in various states, directly and indirectly affect the mining industry in the United States. These laws and regulations address the environmental impact of mining and mineral processing, including potential contamination of soil and water from tailings, discharges and other wastes generated by the mining process. In particular, legislation such as the Clean Water Act, the Clean Air Act, the Federal Resource Conservation and Recovery Act (“RCRA”), and the National Environmental Policy Act require analysis and/or impose effluent standards, new source performance standards, air quality standards and other design or operational requirements for various components of mining and mineral processing, including natural resource mining and processing of the type presently or to be conducted by the Company or through USMC. Such statutes also may impose liability on mine developers for remediation of waste they have created.

Mining projects also are subject to regulations under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA” or “Superfund”) which regulates and establishes liability for the release of hazardous substances and (ii) the Endangered Species Act (“ESA”) which identifies endangered species of plants and animals and regulates activities to protect these species and their habitats. Any potential future amendment to CERLA or ESA may impact our business.8

Mining projects also are subject to regulations under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”) which regulates and establishes liability for the release of hazardous substances and (ii) the Endangered Species Act (“ESA”) which identifies endangered species of plants and animals and regulates activities to protect these species and their habitats. Any potential future amendment to CERLA or ESA may impact our business.

The Clean Air Act, as amended, mandates the establishment of a federal air permitting program, identifies a list of hazardous air pollutants, including various metals and pollutants, and establishes new EPA enforcement authority. The EPA has published final regulations establishing the minimum elements of state operating permit programs. We will be required to comply with these EPA standards to the extent adopted by the State in which development projects are located.

Future regulations are unknown but expected to occur. The new U.S. Administration has ~~rejoined~~withdrawn from the Paris Climate Accord and ~~placed~~may ~~further~~make ~~restrictions~~changes on carbon-emitting activities. ~~Future~~The ~~restrictions~~effect ~~and~~of ~~higher~~any ~~standards~~possible ~~could~~changes ~~negatively~~is ~~impact~~unknown ~~our~~at ~~ability~~this ~~to bring new products to market, as well as bring new opportunities for products that can reduce CO2 emissions~~time.

In addition, developing mining sites requires mitigation of long-term environmental impacts by stabilizing, contouring, re-sloping, and revegetating various portions of a site. While a portion of the required work can be performed concurrently with developing the property, completion of the environmental mitigation occurs once removal of all materials and facilities has been completed. These reclamation efforts are conducted in accordance with detailed plans which have been reviewed and approved by the appropriate regulatory agencies. The mining developer must ensure that all necessary cash deposits and financial resources to cover the estimated costs of such reclamation as required by permit are made.

We intend that any exploration and development of mining projects by the Company will be conducted in substantial compliance with federal and state regulations and be consistent with the need to remediate any environmental impact.

Employees

The Company currently has seven full-time employees. We currently anticipate hiring additional employees for the Company’s production operations, subject to sufficient funding, if our product development and distribution programs continue to expand.

Outside services, relating primarily to agricultural market research and product development, and the development and application of SCMs, as well as other technical matters related to product development and branding activities, will be provided by various independent contractors.

ITEM 1A. RISK FACTORS

An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this report in evaluating our company and its business before purchasing shares of our common stock. Our business, operating results and financial condition could be seriously harmed due to any of the following risks. You could lose all or part of your investment due to any of these risks.

Risks Related to Our Business

We are an early -stage company which makes the evaluation of our future business prospects difficult.

We changed our business focus to our current business of developing agricultural and natural resources as a result of a reorganization with our wholly owned subsidiary PureBase AG in December 2014, and only commenced selling our agricultural products during 2017 and began developing an SCM for the construction materials market in 2019. We have not yet achieved profitable operations.

Our success is dependent upon the successful development of suitable mineral projects, establishing our production capability and establishing a customer base for our agricultural products. Any future success will depend upon many factors, including factors beyond our control which cannot be predicted at this time. These factors may include changes in or increased levels of competition; the availability and cost of bringing mineral projects into production; the amount of agricultural and/or natural resources available and the market price of and the uses for such minerals. These factors may have a material adverse effect upon our business operating results and financial condition.

Our independent registered public accounting firm has expressed doubt about our ability to continue as a going concern.

Our audited consolidated financial statements as of November 30, ~~2023~~2024, have been prepared under the assumption that we will continue as a a going concern. Our independent registered public accounting firm has issued a report that included an explanatory paragraph ~~referring~~ referring to our recurring losses from operations and generating negative cash flows from operations for the foreseeable future and our significant working capital deficiency, accumulated deficit and net loss for the year ended November 30, ~~2023~~2024, expressing substantial doubt in our ability to continue as a going concern without additional capital becoming available. As of November 30, ~~2023~~ 2024, we had an accumulated deficit of $6264,~~730~~208,~~978~~523 and a working capital deficit of $1,~~493~~093,~~349~~058. For the fiscal year ended November 30, ~~2023~~2024, we had a net loss from operations of $91,~~087~~477,~~329~~545 and negative cash flows from operations of $12,~~124~~167,~~290~~932. We anticipate that we will continue to incur operating losses and generate negative cash flows from operations for the foreseeable future as we execute our development plans for ~~2024~~2025, as well as other potential strategic and business development initiatives. We have previously funded and plan to continue funding these losses primarily through the sale of equity and debt. Our ability to continue as a going concern is dependent upon our ability to obtain additional equity or debt financing, attain further operating efficiencies, reduce expenditures, and, ultimately, to generate sufficient revenue to fund our operations. There can be no assurance that we will be successful in raising capital and have adequate capital resources to fund our operations or that any additional funds will be available to us on favorable terms or in amounts required by us. If we are unable to obtain adequate capital resources to fund operations, we may be required to delay, scale back or eliminate some or all of our plan of operations, which may have a material adverse effect on our business, results of operations and ability to operate as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We will need to raise additional capital for the foreseeable future in order to continue operations and realize our business plans, the failure of which could adversely impact our operations.

Although we have started to generate revenue, such revenue is not sufficient to cover our operating expenses and financing costs. As of November 30, ~~2023~~2024, we had liabilities of $31,~~040~~788,~~031~~403 and a working capital deficiency of $1,~~493~~093,~~349~~058. To stay in business, we will need to raise additional capital through public or private sales of our securities, debt financing or short-term bank loans, or a combination of the foregoing. In the past, we have financed our operations by issuing secured and unsecured convertible debt and equity securities in private placements, in some cases with equity incentives for the investor in the form of warrants to purchase our common stock and have borrowed from related parties. During the year ended November 30, ~~2023~~2024, the Company has ~~issued~~used $~~914~~898,~~788~~449 of ~~convertible notes to USMC and has used $346,735 of~~ a $1,000,000 line of credit with USMC. ~~There are no other commitments to provide us with financing. If we are unable to obtain~~ ~~additional~~The ~~financing~~line ~~from USMC or other sources, we may have to suspend operations, sell assets and will not be able to execute our plan~~ of ~~operations.~~credit ~~Failure~~was tofully ~~become~~funded and remain profitable may adversely affect the market price of our common stock and our ability to raise capital and continue operations. Our inability to secure capital to fund exploration and, if warranted, development costs for our mineral resources would create a competitive cost disadvantage in ~~the~~January ~~marketplace which would have a material adverse effect on our operations and potential profitability~~2025.

USMC has advanced an additional $238,449 as of February 28, 2025. Terms of a new line of credit and unsecured convertible grid promissory note have not yet been determined. There are no other commitments to provide us with financing. If we are unable to obtain additional financing from USMC or other sources, we may have to suspend operations, sell assets and will not be able to execute our plan of operations. Failure to become and remain profitable may adversely affect the market price of our common stock and our ability to raise capital and continue operations. Our inability to secure capital to fund exploration and, if warranted, development costs for our mineral resources would create a competitive cost disadvantage in the marketplace which would have a material adverse effect on our operations and potential profitability.

We have been completely dependent on a related party for operating capital and will be for the foreseeable future.

Our sales are small and do not provide us with the funds necessary for continuing operations. We have been dependent on USMC to provide funding to us through notes payable and a line of credit, and there is no assurance that they will continue to do so in the future. If USMC decides to no longer fund us or if we are unable to raise funds either through debt through a third party or through an equity raise, then we will not be able to continue operations.

External factors, including the complex permitting process may result in delays or not receiving permits at all.

While our supplier, USMC, has considerable experience in the mining permitting process, permitting procedures are complex, costly, time consuming and subject to potential regulatory delay. USMC may not be able to obtain permits required for our projects in a timely manner, on reasonable terms, or at all. If we, or our third-party suppliers, cannot obtain or maintain the necessary permits, or if there is a delay in receiving such permits, our timetable and business plan for development and mining of these properties or those of third-party suppliers could be adversely affected.

We cannot predict whether we will be able to obtain new permits or whether material changes in permit conditions will be imposed. Obtaining new mining permits or the imposition of additional conditions could have a material adverse effect on our ability to develop the mining properties in which we have an interest or ownership or could increase the costs charged by third party suppliers or decrease the amount of minerals available from third party suppliers.

Federal regulation of mining activity may change resulting in additional unforeseen expenses and potential losses.

Legislation to make significant revisions to the U.S. General Mining Law of 1872 would affect our potential development of unpatented mining claims on federal lands, including any royalty on mineral production. It cannot be predicted whether any of these proposals will become law. Any levy of the type proposed would only apply to unpatented federal lands and accordingly could adversely affect the profitability of any future mineral production from projects being explored by the Company on federal property.

We cannot be certain that future changes in laws and regulations would not result in significant additional expenses, capital expenditures, restrictions or delays associated with the exploration and development of our current or future projects.

We will need to grow the size and capabilities of our company, and we may experience difficulties in managing this growth.

If and when the execution of our plan of operations, including marketing plans and business strategies further develop, we may need to recruit additional managerial, operational, sales and marketing, financial, IT and other personnel. If we are not able to effectively expand our company by hiring new employees and expanding our consultants and contractors, we may not be able to successfully implement the tasks necessary to achieve our marketing, research, development, and expansion goals.

We depend solely on a single third party for mining services and our operations could be adversely affected if we cannot negotiate further service agreements.

We currently rely, and for the foreseeable future will continue to rely, solely on USMC, a company controlled by our Chief Executive Officer and a director, for our mining services under a mining services agreement. There can be no assurance that mining services provided by USMC will continue to be available to us or available to us on favorable terms after the end of the service agreement’s term. If we are unable to extend the mining service agreement or find another mining service provider our business operations may be interrupted.

If we lose key employees and consultants or are unable to attract or retain qualified personnel, our business could suffer.

Our future success depends, in part, on our ability to attract, retain and motivate highly qualified technical, marketing, engineering, and management personnel. Any inability in hiring and retaining qualified personnel could result in delays in development or fulfillment of any current strategic and operational plans.

Our officers and directors are able to control our company and may have different interest than our stockholders.

Our officers and directors and their affiliates own approximately 7475% of the common stock of our company, not including shares that they may have the rights to acquire pursuant to options or other derivative securities. As a result, they have significant influence over our management and affairs and control over matters requiring stockholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or our assets. Their interests may differ from the interests of other stockholders and thus result in corporate decisions that are disadvantageous to other stockholders. This concentration of ownership and influence in management and board decision-making could also harm the price of our capital stock by, among other things, ~~discouraging~~ discouraging a potential acquirer from seeking to acquire shares of our capital stock (whether by making a tender offer or otherwise) or otherwise attempting to obtain control of our company.

Raising funds through debt or equity financings in the future, would dilute the ownership of our existing stockholders and possibly subordinate certain of their rights to the rights of new investors or creditors.

We currently hope to raise additional funds in debt or equity financings if available to us on terms we believe reasonable to provide for working capital, mining development and production programs, expansion of our marketing efforts or to make acquisitions. Any sales of additional equity or convertible debt securities would result in dilution of the equity interests of our existing stockholders, which could be substantial. Additionally, if we issue shares of preferred stock or convertible debt to raise funds, the holders of those securities might be entitled to various preferential rights over the holders of our common stock and such debt instruments may contain negative covenants restricting corporate actions which could have an adverse effect on the rights and the value of our common stock and our operations.

We currently face larger, better financed and established competition and could face additional competitors in the future which could result in pricing pressures and inability to expand market share.

At the present time we are aware of other companies providing similar agricultural and natural resources as ours. In addition, other entities not currently offering the minerals or product uses similar to ours may enter the industrial and agricultural markets. Our natural resources and products will also have to compete with established companies providing minerals (such as fly ash for use in making cement) which are already in commercial and agricultural use. Any such competitors would likely have greater financial, mining production, production facilities, marketing and sales resources than us. Increased competition may result in pricing pressures and the inability to increase market share, which may have an adverse effect on our business, operating results and financial condition.

At present, our sales are concentrated within a few customers and the loss of any one customer could result in decreased revenue, increased losses and significant cash flow problems.

Our sales are presently concentrated within a few customers. If any of these customers choose to no longer be a customer, in particular, the customers that provide the most significant percentage of revenue, for any reason, and these customers are not replaced, we will sustain additional losses as our fixed cost base will be left uncovered and consume working capital leading to significant cash flow problems.

An increase in the price of natural resources will adversely affect our results of operations.

Our business plan is based on current development costs and current prices of the natural resources being developed or purchased by us. However, the price of minerals can be very volatile and subject to numerous factors beyond our control including industrial and agricultural demand, inflation, the supply of certain minerals in the market, and the costs of mining, refining and shipping of the minerals. Since we will be obtaining all of its minerals from third party suppliers, any significant increase in the price of these natural resources will have a materially adverse effect on the results of our operations unless we are able to offset such a price increase by implementing other cost cutting measures or passing such increases on to our customers. While we have attempted to secure stable pricing and supply pursuant to our mining agreement with USMC, there is no assurance that we will not incur future price increases or supply shortages of its raw materials.

We may lose rights to properties if we fail to meet payment requirements or development and/or production schedules.

The Company does not own or operate any mining properties. The rights to our mineral resources derive from leaseholds or purchase mining rights which require the payment of royalties, rent, minimum development expenditures or other installment fees or specified expenditures. If we fail to make these payments/expenditures when they are due, our mineral rights to the property may be terminated. This would be true for any other mineral rights which require payments to be made in order to maintain such rights. Some contracts with respect to mineral rights we may acquire may require development or production schedules. If we are unable to meet any or all of the development or production schedules, we could lose all or a portion of our interests in such properties. Moreover, we may be required in certain instances to pay for government permitting or posting reclamation bonds in order to maintain or utilize our mineral rights in such properties. Because our ability to make some of these payments is likely to depend on our ability to generate internal cash flow or obtain external financing, we may not have the funds necessary to meet these development/production schedules by the required dates which would result in our inability to use the properties.

Management may be unable to implement its business strategy resulting in diminished returns and sustained losses.

Our business strategy is to develop and extract or obtain certain minerals which we believe can have significant commercial applications and value. Our business strategy also includes developing new uses and products derived from these mineral resources, such as the use of pozzolan as an ingredient for cement or sulfate and Humate for agricultural uses. There is no assurance that we will be able to identify and/or develop commercially viable uses for the mineral resources we will be mining or obtaining. In addition, even if we identify and/or develop commercial uses and markets for our minerals, the time and cost of mining or otherwise obtaining, refining, blending and distributing such minerals may exceed our expectations or, when developed, the amount of minerals available may fall significantly short of our expectations thus providing a lower return on investment or a loss.

We have not yet established sustained and increasing sales from our customer base or distribution system.

Despite expanding our established customer base and distribution system for our agricultural products in fiscal 2022, sales decreased in fiscal 2023 and again in fiscal 2024. We have initiated closer relationships with our Arizona and California distributors in the agricultural sector in an effort to increase sales. We have a presence in digital space through LinkedIn and Facebook. To date, we have one long term supply contract for our minerals and agricultural products with USMC. Our inability to attract additional customers for our agricultural products, to deliver products in a time and cost-effective manner or develop our SCM business would have an adverse effect on our results of operations and the growth of our business.

Mineral exploration and mining are highly regulated industries requiring significant compliance requirements.

Mining is subject to extensive regulation by state and federal regulatory authorities. State and federal statutes regulate environmental quality, safety, exploration procedures, reclamation, employees’ health and safety, use of explosives, air quality standards, pollution of stream and fresh water sources, noxious odors, noise, dust, and other environmental protection controls as well as the rights of adjoining property owners. We strive to verify that mining projects in which we own rights, are currently operating or can be operated in substantial compliance with all known safety and environmental standards and regulations applicable to such mining properties and activities. We also seek suppliers and service providers, such as USMC, who we believe are operating in substantial compliance with all safety and environmental standards and regulations applicable to such mining properties and activities. However, there can be no assurance that our compliance efforts regarding our own properties would not be challenged or that future changes in federal or state laws, regulations or interpretations thereof will not have a material adverse effect on our ability to establish and sustain mining operations of our own properties or adversely affect the mining properties of our suppliers or service providers.

Certain of our current and proposed products will require certifications before being suitable for intended purposes.

Some of our agricultural products and our SCM’s will require certain certifications before being suitable for labeling and usage. For example, our SCM must be certified by the California Department of Transportation to meet certain strength standards to be certified for use in large government projects. Similarly, our agricultural products must be certified under USDA and CDFA specifications and properly labeled. While the Company has certified one of its agricultural products under USDA and CDFA specifications and has received Organic Materials Review Institute certification on its newest product, ~~and is currently working with various laboratories and agencies to acquire future certifications,~~ there is no assurance that future certifications will be obtained.

We incur increased costs as a result of being a public company.

We are a public “reporting company” with the Securities and Exchange Commission (“SEC”). As a public reporting company, we incur significant legal, accounting, reporting and other expenses not generally applicable to a private company. We also incur costs associated with corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) as well as other rules implemented by the SEC. These rules and regulations increase our legal and financial compliance costs and make some activities more time-consuming and costly.

Risks Related to Our Common Stock

Our common stock is subject to the “penny stock” rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

Rule 15g-9 under the Securities and Exchange Act of 1934, as amended, establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

	●	that a broker or dealer approve a person’s account for transactions in penny stocks; and
	●	the broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

	●	obtain financial information and investment experience objectives of the person; and
	●	make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form:

	●	sets forth the basis on which the broker or dealer made the suitability determination; and
	●	that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors” as defined in Rule 501(a) of the Securities Act. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities.

Our securities are quoted on the OTC Pink Tier, which does not provide us as much liquidity for our investors as an exchange, such as the NASDAQ Stock Market or other national or regional exchanges.

Our securities are quoted on the OTC Pink Tier, which provides significantly less liquidity than the NASDAQ Stock Market or other national or regional exchanges. Securities quoted on the OTC Pink are usually thinly traded, highly volatile, have fewer market makers and are not followed by analysts. The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTC Pink Tier. Quotes for stocks included on the OTC Pink markets are not widely publicized. Therefore, prices for securities traded solely on the OTC Pink may be more difficult to obtain and holders of our securities may be unable to resell their securities in a timely manner or at stable prices, or at any price. We cannot assure you a liquid public trading market in our common stock will develop.

The market price of our common stock may be adversely affected by several factors.

The market price of our common stock could fluctuate significantly in response to various factors and events, including:

●	our ability to execute our business plan;
●	operating results below expectations;
●	announcements of technological innovations or new products by us or our competitors;
●	loss of any strategic relationship;
●	industry developments;
●	economic and other external factors; and
●	period-to-period fluctuations in our financial results.

In addition, the securities markets have, at times, experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common stock.

Because we are a smaller reporting company, we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protections against interested director transactions, conflicts of interest and similar matters.

Sarbanes-Oxley, as well as rule changes proposed and enacted by the SEC, the New York Stock Exchange, the Amex Equities Exchanges and NASDAQ, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities which are listed on those exchanges or the NASDAQ. Because we will not be seeking to be listed on any of the exchanges in the near term, we are not presently required to comply with many of the corporate governance provisions. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.

We have not paid dividends in the past and do not expect to pay dividends in the foreseeable future. Any return on investment may be limited to the value of our common stock.

We have never paid cash dividends on our capital stock and do not anticipate paying cash dividends on our capital stock in the foreseeable future. The payment of dividends on our capital stock will depend on our earnings, financial condition and other business and economic factors affecting us at such time as the board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on any investment in our common stock will only occur if our common stock price appreciates.

A sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

If our stockholders sell substantial amounts of our common stock in the public market under Rule 144 or upon the exercise of outstanding convertible debt or equity, it could create a circumstance commonly referred to as an “overhang” and in anticipation of which the market price of our common stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

We may, in the future, issue additional shares of common stock, which would reduce the percent of ownership held by current stockholders.

Our Articles of Incorporation authorizes the issuance of 520,000,000 shares of common stock of which as of February 28, ~~2024~~2025, ~~239~~250,~~740~~497,~~928~~328 shares are issued and outstanding. The future issuance of common stock may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services, conversion of debt, equity financing or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors and may have an adverse effect on any trading market of our common stock.

Compliance with changing regulations concerning corporate governance and public disclosure may result in additional expenses.

In recent years, there have been several changes in laws, rules, regulations, and standards relating to corporate governance and public disclosure, including the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), Sarbanes-Oxley and various other new regulations promulgated by the SEC and rules promulgated by the national securities exchanges. The Dodd-Frank Act, enacted in July 2010, expands federal regulation of corporate governance matters and imposes requirements on publicly-held companies, including us, to, among other things, provide stockholders with a periodic advisory vote on executive compensation and also adds compensation committee reforms and enhanced pay-for-performance disclosures. Sarbanes-Oxley specifically requires, among other things, that we maintain effective internal control over financial reporting and disclosure of controls and procedures. Compliance may result in higher costs necessitated by required disclosure and governance practices. Our efforts to comply with evolving laws, regulations and standards are likely to continue to result in increased general and administrative expenses and professional services expenses, and a diversion of management time and attention from revenue-generating activities to compliance activities.

Compliance with new rules may make it more difficult to attract and retain directors.

Compliance with new and existing laws, rules, regulations and standards may make it more difficult and expensive for us to maintain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. Members of our board of directors and our principal executive officer and principal financial officer could face an increased risk of personal liability in connection with the performance of their duties. As a result, we may have difficulty attracting and retaining qualified directors and executive officers, which could harm our business. We continually evaluate and monitor regulatory developments and cannot estimate the timing or magnitude of additional costs we may incur as a result.

We have reported material weaknesses in internal controls in the past.

We have reported material weaknesses in internal controls over financial reporting as of November 30, ~~2023~~2024, and we cannot provide any assurances that additional material weaknesses will not be identified in the future or that we can effectively remediate our reported weaknesses. If our internal controls over financial reporting or disclosure controls and procedures are not effective, there may be errors in our financial statements that could require a restatement, or our filings may not be timely, and investors may lose confidence in our reported financial information.

Section 404 of Sarbanes-Oxley requires us to evaluate the effectiveness of our internal control over financial reporting every quarter and as of the end of each year, and to include a management report assessing the effectiveness of our internal controls over financial reporting in each Annual Report on Form 10-K. Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Furthermore, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. Over time, controls may become inadequate because changes in the conditions or deterioration in the degree of compliance with policies or procedures may occur. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

As a result, we cannot assure you that additional significant deficiencies or material weaknesses in our internal control over financial reporting will not be identified in the future or that we can effectively remediate our reported weaknesses. Any failure to maintain or implement required new or improved controls, or any difficulties we may encounter in their implementation, could result in significant deficiencies or material weaknesses, cause us to fail to timely meet our periodic reporting obligations, or result in material misstatements in our consolidated financial statements. Any such failure could also adversely affect the results of periodic management evaluations regarding disclosure controls and the effectiveness of our internal control over financial reporting required under Section 404 of Sarbanes-Oxley and the rules promulgated thereunder. The existence of material weaknesses could result in errors in our consolidated financial statements and subsequent restatements of our consolidated financial statements, cause us to fail to timely meet our reporting obligations and cause investors to lose confidence in our reported financial information.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 1C. CYBERSECURITY

~~Not~~We ~~applicable~~have engaged a third party to monitor our systems to mitigate our cybersecurity and information technology risk. The third party has implemented network solutions such as anti-virus, anti-malware, email filtering, cloud and local backups, network monitoring and cybersecurity solutions.

Our financial system is through a third party and backup is performed nightly.

We believe that our cybersecurity program is reasonably designed to protect our information systems against the effects of cybersecurity incidents where unauthorized parties attempt to disrupt or degrade service or our operations, make unauthorized disclosure of data, or otherwise cause harm to the Company, our customers, suppliers, or other key stakeholders.

ITEM 2. PROPERTIES

Office Facilities

We leased our 1,000 square feet of office space, located in Ione, California from USMC for $1,500 per month through October 2022. Effective November 1, 2022 the lease was amended to extend the term through October 2024, and to add an additional 700 square feet, for $3,500 per month~~, with automatic one month renewals~~. A. Scott Dockter, our President and Chief Executive Officer, and John Bremer, a director, each own 3325% of USMC. Effective November 1, 2024, the lease was amended to change the term to month-to-month at $1,500 per month. We no longer lease the additional 700 square feet.

Plants

We own a small SCM plant located in Ione, California that currently produces small quantities of SCM material for third party testing.

Mineral Properties and Interests

Company Right to Acquire Properties

Snow White Mine in San Bernardino County, CA

On November 28, 2014 US Mining and Minerals Corporation entered into a purchase agreement in which it agreed to sell its fee simple property interest and certain mining claims to USMC. In contemplation of the Company’s ~~Reorganization~~reorganization, on December 23, 2014, USMC, assigned its rights and obligations under the purchase agreement to the Company pursuant to an assignment of purchase agreement. The purchase agreement provides for the sale of approximately 280 acres of mining property containing 5 placer mining claims known as the Snow White Mine located near Barstow, California in San Bernardino County. The property is covered by a Conditional Use Permit allowing for the mining of the property and a Plan of Operation and Reclamation Plan has been approved by San Bernardino County and the BLM. An initial deposit of $50,000 was paid to escrow, and the purchase agreement required the payment of an additional $600,000 at the end of the escrow period. There was a delay in the original seller, Joseph Richard Matthewson, receiving a clear title to the property and a fully permitted project, both of which were conditions to closing. In light of the foregoing, and the payment of an additional $25,000, the parties agreed to extend the closing. Due to delays in the Company securing the necessary funding to close the purchase of the Snow White Mine property, John Bremer, a shareholder and a director of the Company, paid $575,000 to acquire the property on or about October 15, 2015. Mr. Bremer will transfer title to the Company when the Company pays Mr. Bremer $575,000 plus expenses, however, the Company is under no obligation to do so. The mining claims require a minimum royalty payment of $3,500 per year to be made by the Company in order to maintain its purchase rights.

During the year ended November 30, 2017, USMC, agreed to offset the $75,000 deposit against money owed to USMC. As a result, the purchase price is $650,000 plus expenses. Mr. Bremer has not restricted the Company from continuing its exploration on or access to the Snow White Mine property.

The Snow White Mine property is located 17 miles north of Hinkley, California in San Bernardino County. This 280 -acre combination of owned property (80 acres) and Non-Patented Placer Claims (200 acres) includes 8.33 acres which are conditionally permitted and ready for further development. The project entry is made on Hinkley Road which is a four -mile paved county-maintained road which converts to an existing unpaved road for the remaining 13 miles to the mine site.

The fee property comes with clear title to surface and mineral rights. The claims are situated on federal BLM land. These claims are held with annual maintenance payments to the BLM and annual filings of intent to hold and affidavit assessment work. There is no expiration date on ownership of the leases as long as the annual payments are made and the annual filings are completed. They are both current. There is no equipment present at the claims location. No improvements have been made at the claims location. Power when needed, is from portable generators. Processing equipment when onsite is self-powered.

On September 5, 2019, our Board approved the discontinuance of all mining and related activities at the Snow White Mine project.

On April 1, 2020, the Company entered into a purchase and sale agreement with the Bremer Family 1995 Living Trust, a trust controlled by John Bremer, a director of the Company, pursuant to which the Company agreed to purchase the Snow White Mine for $836,000 plus 5% interest payable at the closing which must occur at any time before April 1, 2022. On April 14, 2022, the agreement was amended to extend the closing date to April 14, 2023. On April 7, 2023, the agreement was further amended to extend the closing date to April 1, 2024. On July 12, 2024, the agreement was further amended to extend the closing date to July 12, 2026.

PureBase Ag Properties

Federal Mineral Preference Rights Lease in Esmeralda County, Nevada

On October 6, 2014, PureBase Ag entered into an Assignment of Lease from USMC pursuant to which PureBase Ag acquired the rights to a Preference Rights Lease granted by the BLM covering approximately 2,500 acres located on the western side of the Weepah Hills in the Mount Diablo Meridian area of Esmeralda County, Nevada (the “Esmeralda Project”). As consideration for the Assignment of Lease, PureBase Ag assumed the obligation to pay all future annual lease payments, currently $7,503 and all other ongoing fees and expenses relating to the development of the Esmeralda Project.

Esmeralda Project’s leased property contains mining property known as the “Chimney 1 Potassium/Sulfur Deposit” which consists of 15.5 acres of land fully permitted for mining operation which is situated within 2,500 acres under a Federal Mineral Preference Rights Lease. The project has an approved Reclamation Plan – Nevada Division of Environmental Protection Permit #0192 – and an approved Plan of Operations, BLM Case Number N65-99-001P. There is a reclamation bond in place in the amount of $47,310. The BLM is the bond holder.

The current operation is an open pit mine site which is fully permitted and partially developed. The total allowed disturbed acreage for the existing and approved reclamation plan is 14.45 acres. The site entrance is located approximately 10 miles south of Highway 95/6 on Highway 265 on the east side of the Highway. The mine site location is 3.4 miles of unpaved road from the Highway. The existing site equipment consists of a 40’ storage container, an 8,000 gallon water tank and portable single axle truck scale. Pit development began in 2013 by USMC and rectified drawings have been recorded to the existing site disturbance. Power when needed, is from portable generators. Processing equipment when onsite is self-powered.

We believe that the property is known to contain large amounts of altered volcanic tuff composed of Alunite, K-Alum, Jarosite, Gypsum, Native Sulfur and K-feldspar. The geology of the area around the mine site includes deposits of potassium and sulfur described as being in an elongated dike like or neck like mass of rhyolite having the appearance of being intrusive into gently folded white and red sedimentary rhyolitic tuffs of Tertiary age. Sulfur occurs in this area as irregular seams and blebs in altered Tertiary sedimentary rocks and welded tuffs (Albers and Stewart 1972). The area has been mapped as Tertiary Esperanza Formation. Much of the area is covered with quaternary alluvium partially obscuring the relationships of the underlying rocks. It appears that these fumarolic deposits are related to plutonic outcrops in the area, specifically the Weepah Hills Pluton.

ITEM 3. LEGAL PROCEEDINGS

~~Except~~There ~~as described below, there~~ are no material pending legal proceedings in which we or any of our subsidiaries is a party or in which any director, officer or affiliate of ours, any owner of record or beneficially of more than 5% of any class of our voting securities, or security holder is a party adverse to us or has a material interest adverse to us.

On July 8, 2020, former Chief Financial Officer, Al Calvanico (“Calvanico”), filed a demand for arbitration alleging retaliation, wrongful termination, and demand for a minimum of $600,000 in alleged stock value, plus interest, recovery of past and future wages, attorneys’ fees, and punitive damages (collectively, the “Calvanico Claims”). The Company denied all Calvanico Claims. The Company believes Calvanico is owed nothing because it takes the position that Calvanico was not terminated, but rather, his employment contract expired on September 21, 2019, in accordance with its terms, and was not renewed by Company and because Calvanico never exercised his stock options. On February 14, 2020, the Company requested in writing that Calvanico exercise his stock options within 30 days. Calvanico failed to do so. To date, Calvanico has not exercised his stock options. The Company and Calvanico engaged in binding arbitration which concluded on February 3, 2023. On June 20, 2023, the arbitrator decided in favor of the Company with respect to Calvanico’s breach of contract, fraud and negligent representation and wrongful discharge claims and in favor of Calvanico for asserted attorney fee claims in accordance with Calvanico’s employment agreement with the Company. At a July 18, 2023 teleconference regarding a determination of attorney fees to be paid, the arbitrator established a briefing schedule for the parties to formally present their legal arguments on the issue. Calvanico’s brief in support of attorney fees was due and timely filed on August 15, 2023. The Company’s brief in opposition was due and timely filed on September 19, 2023. Calvanico’s reply brief was filed on October 4, 2023. On February 6, 2024, the Company agreed to pay $618,000 to be paid in six equal monthly payments of $103,000 each with the first payment on February 8, 2024.

ITEM 4. MINE SAFETY DISCLOSURES

The exploration and development of mining projects is subject to regulation by the Federal Mine Safety and Health Administration (“MSHA”) under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”). MSHA’s activities include the inspection of mining operations on a regular basis and the issuance of various citations and orders when it believes a violation has occurred under the Mine Act. Following passage of the Mine Improvement and New Emergency Response Act of 2006, MSHA has significantly increased its inspection and enforcement programs.

The Company and its mining service provider, USMC, as natural resource mining operators, are required to report certain mine safety violations or other regulatory matters as mandated by Section 1503(a) of the Dodd-Frank Act and Item 104 of Regulation S-K. Currently, the Company does not engage in any mining activities and all mining properties are inactive. There are currently no such violations or regulatory matters to report.

Since the Company has only conducted limited mining operations, only the Chimney 1 sulfate mineral project is MSHA approved for operation. The Company’s remaining mining projects have not been inspected by MSHA. The Company or its project operators have not received any citations or orders pertaining to any violation of the Mine Act or any other federal or state regulation relating to its mining activities during the year ended November 30, ~~2023~~2024.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is quoted on the OTC Pink Tier under the symbol “PUBC.” On February 27, ~~2024~~2025, the closing price of our common stock reported by the OTC Pink Tier was $0.07095 per share.

Holders of Common Stock

As of February 27, ~~2024~~2025, there were 99101 shareholders of record of our common stock.

Dividends

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, for working capital purposes and do not anticipate paying any cash dividends in the foreseeable future.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information regarding our equity compensation plans as of November 30, ~~2023~~2024:

Equity Compensation Plan Information

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average Exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans
Equity compensation plans approved by security holders (1)		4,268,787	$	0.1219		5,731,213
Equity compensation plans not approved by security holders (2)		125,169,400	$	0.5354		-

(1)

Represents options to purchase (i) 50,000 shares of common stock granted to a consultant for services provided under the 2017 Stock Option Plan and (ii) options to purchase 4,218,787 shares of common stock granted to employees and directors under the 2017 Stock Option Plan

(2)

Represents options to purchase (i) 300,000 shares of common stock granted to our former Chief Financial Officer for services provided to the Company prior to implementation of the 2017 Stock Option Plan, (ii) 200,000 shares of common stock granted to a former employee for services provided to the Company prior to implementation of the 2017 Stock Option Plan, (iii) 116,000,000 shares of common stock issued to USMC as compensation under the Materials Extraction Agreement, and (iv) 8,669,400 shares of common stock issued to James Todd Gauer as part of a legal settlement.

⁽¹⁾	Represents options to purchase (i) 50,000 shares of common stock granted to a consultant for services provided under the 2017 Stock Option Plan and (ii) options to purchase 4,218,787 shares of common stock granted to employees and directors under the 2017 Stock Option Plan

⁽²⁾

2017 Stock Option Plan

The Board of Directors approved the Company’s 2017 Stock Option Plan (the “2017 Plan”) on November 10, 2017, and the Company’s stockholders approved the 2017 Plan on November 10, 2017. The 2017 Plan provides for stock-based and other awards to the Company’s employees, consultants and directors.

The maximum number of shares of our common stock that may be issued under the 2017 Plan is 10,000,000 shares, which may be replenished and will automatically increase on January 1^st of each year for a period of nine years commencing on January 1, 2018, and ending on (and including) January 1, 2026, in an amount equal to the greater of (i) 10% of the total number of shares of common stock issued and outstanding on the last day of the immediately preceding fiscal year, or (ii) 10,000,000 shares. As of the date of this Report, 5,731,213 shares of the Company’s common stock are available for issuance under the 2017 Plan.

Shares subject to stock awards granted under the 2017 Plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, do not reduce the number of shares available for issuance under the 2017 Plan.

The maximum number of shares of common stock that may be subject to awards granted under the 2017 Plan to any one individual during any calendar year may not exceed 1% of the total number of shares of common stock issued and outstanding as of the award grant date (as adjusted from time to time in accordance with the provisions of the 2017 Plan).

Plan Administration. Our Board of Directors, or a duly authorized committee of our Board of Directors, will administer the 2017 Plan. Our Board of Directors may also delegate to one or more of our officers the authority to designate employees (other than officers) to receive specified stock awards and determine the number of shares subject to such stock awards. Under the 2017 Plan, the Board has the authority to determine and amend the terms of awards and underlying agreements, including:

	●	whether each option granted will be an incentive stock option or a non-statutory stock option;

	●	the fair market value of the common stock;

	●	recipients;

	●	whether and to what extent 2017 Plan awards are granted;

	●	the exercise and purchase price of stock awards, if any;

	●	the number of shares subject to each stock award;

	●	the form of agreement(s) used under the 2017 Plan;

	●	the vesting schedule applicable to the awards, together with any vesting acceleration, pro rata adjustments to vesting;

	●	any waiver of forfeiture restrictions; and

	●	the form of consideration, if any, payable on exercise or settlement of the award.

Under the 2017 Plan, the Board also generally has the authority to effect, with the consent of any adversely affected participant:

	●	the reduction of the exercise, purchase, or strike price of any outstanding award;
	●	the cancellation of any outstanding award and the grant in substitution therefore of other awards, cash, or other consideration; or
	●	any other action that is treated as a repricing under generally accepted accounting principle.

Stock Options. Incentive stock options may only be granted to employees and non-statutory stock options may be granted to employees and consultants under stock option agreements subject to the terms of the 2017 Plan, provided that the exercise price of a stock option generally cannot be less than 100% of the fair market value (110% of the fair market value to an employee who is also a 10% stockholder) of our common stock on the date of grant. Options granted under the 2017 Plan vest at the rate specified in the stock option agreement. The term of an option shall be no more than ten years from the date of grant and, in the case of an incentive stock option granted to a person who at the time of such grant is a 10% stockholder, the term shall be no more than five years from the date of grant.

Termination. An optionee shall have 30 days to exercise an option, to the extent vested upon termination for service, unless such termination is for cause in which case such option shall terminate immediately. An option to the extent vested shall terminate 6 months after termination for disability and 12 months after death of the optionee that occurs within 30 days of termination of service.

Stock Purchase Right. Restricted stock awards may also be granted under the 2017 Plan and are granted under restricted stock purchase agreements. If a participant’s service relationship with us ends for any reason, we may receive any or all of the shares of common stock held by the participant that have not vested as of the date the participant terminates service with us through a forfeiture condition or a repurchase right.

Changes to Capital Structure. Subject to any action required under applicable laws by the stockholders of the Company, the number of shares of common stock covered by each outstanding award, and the number of shares of common stock that have been authorized for issuance under the 2017 Plan but as to which no awards have yet been granted or that have been returned to the 2017 Plan upon cancellation or expiration of an award, as well as the price per share of common stock covered by each such outstanding award, shall be proportionately adjusted for any increase or decrease in the number of issued shares of common stock resulting from a stock split, reverse stock split, stock dividend, combination, recapitalization or reclassification of the common stock, or any other increase or decrease in the number of issued shares of common stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the administrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of common stock subject to an award.

Corporate Transactions. Our 2017 Plan provides that in the event of certain specified significant corporate transactions, including: (1) a sale of all or substantially all of our assets, (2) the consummation of a merger, consolidation or other capital reorganization, or business combination transaction where we do not survive the transaction each outstanding option or stock purchase right shall be assumed or an equivalent option or right shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation (the “Successor Corporation”), unless the Successor Corporation does not agree to assume the award or to substitute an equivalent option or right, in which case the vesting of each option or stock purchase right shall fully and immediately accelerate or the repurchase rights of the Company shall fully and immediately terminate, as the case may be, immediately prior to the consummation of the transaction.

For purposes of a corporate transaction, an option or a stock purchase right shall be considered assumed, without limitation, if, at the time of issuance of the stock or other consideration upon a corporate transaction or a change of control, as the case may be, each holder of an option or stock purchase right would be entitled to receive upon exercise of the award the same number and kind of shares of stock or the same amount of property, cash or securities as such holder would have been entitled to receive upon the occurrence of the transaction if the holder had been, immediately prior to such transaction, the holder of the number of shares of common stock covered by the award at such time (after giving effect to any adjustments in the number of shares covered by the option or stock purchase right as provided for); provided that if such consideration received in the transaction is not solely common stock of the Successor Corporation, the Administrator may, with the consent of the Successor Corporation, provide for the consideration to be received upon exercise of the award to be solely common stock of the Successor Corporation equal to the fair market value of the per share consideration received by holders of common stock in the transaction.

2422

Transferability. A participant may not transfer stock awards under our 2017 Plan other than by will, the laws of descent and distribution, or as otherwise provided under our 2017 Plan.

Term. The term of the 2017 Plan is 10 years.

Plan Amendment or Termination. Our Board of Directors has the authority to amend, alter, suspend, or terminate our 2017 Plan, provided that such action does not materially impair the existing rights of any participant without such participant’s written consent. Certain material amendments also require the approval of our stockholders. No incentive stock options may be granted after the tenth anniversary of the date our Board of Directors adopted our 2017 Plan.

Recent Sales of Unregistered Securities

Except as set forth below, there were no sales of equity securities during the period covered by this Report that were not registered under the Securities Act and were not previously reported in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K filed by the Company.

On ~~April~~December 813, 2023, the Company granted anthe ~~immediately~~Chief ~~exercisable~~Financial ~~five-year~~Officer ~~options~~an option to purchase ~~350~~200,000 shares of ~~common~~the Company’s common stock ~~with~~at an exercise price of $0.1009 per share ~~to a director~~.

On August 10, 2023, the Company granted an immediately exercisable five-year options to purchase 200,000 shares of common stock with an exercise price of $0.15 per share to a director.

On September 13, 2023, the Company granted an immediately exercisable five-year options to purchase 200,000 shares of common stock with an exercise price of $0.15 per share to a director.

On January 31, 2024, the Company issued an aggregate of 8,877,923 shares of common stock upon the conversion of five promissory notes by USMC for an aggregate principal amount of $1,525,676 and aggregate interest of $87,211.

~~The~~On ~~above~~March ~~issuances~~1, ~~did not involve any underwriters~~2024, ~~underwriting~~the ~~discounts~~Company orissued ~~commissions~~300,000 orshares ~~any~~of ~~public~~common ~~offering~~stock ~~and~~to wea ~~believe~~consultant ~~are~~for ~~exempt from~~services ~~the~~provided ~~registration~~to ~~requirements of~~ the ~~Securities Act of 1933 by virtue of Section 4(2) thereof~~Company.

On March 31, 2024, the Company issued 10,256,400 shares of common stock to USMC in exchange for $1,000,000 principal and $25,640 in interest accrued under a line of credit.

On each of March 20, 2024, April 19, 2024, May 22, 2024, June 20, 2024, July 19, 2024, August 19, 2024, September 19, 2024, October 16, 2024, and November 19, 2024, the Company issued 16,667 shares of common stock to a consultant for services provided to the Company.

The above issuances did not involve any underwriters, underwriting discounts or commissions, or any public offering and we believe are exempt from the registration requirements of the Securities Act of 1933 by virtue of Section 4 (2) thereof.

ITEM 6. [RESERVED]

2523

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our Management’s Discussion and Analysis contains forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “intends”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors which may cause our or our industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity or performance. You should not place undue reliance on these statements, which speak only as of the date of this Annual Report. on Form 10-K. These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future. You should read this Annual Report on Form 10-K with the understanding that our actual future results may be materially different from what we expect. All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made, except as required by by applicable law.

Management’s discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The following discussion and analysis of financial condition and results of operations of the Company is based upon, and should be read in conjunction with, the audited consolidated financial statements and related notes elsewhere in this Annual Report on Form 10-K.

Business Overview

We obtain certain raw clay materials from USMC through a materials extraction agreement with US Mine LLC. US Mine LLC owns the mining property which USMC leases. USMC pays US Mine LLC a royalty, for which the Company reimburses USMC.

Agricultural Sector

We develop specialized fertilizers, sun protectants, soil amendments and bio-stimulants for organic and non-organic sustainable agriculture. We have developed and will seek to develop additional products derived from mineralized materials of leonardite, kaolin clay, laterite, and other natural minerals. These mineral and soil amendments are used to protect crops, plants and fruits from the sun and winter damage, to provide nutrients to plants, and to improve dormancy and soil ecology to help farmers increase the yields of their harvests. We are building a brand family under the parent trade name “Purebase,” consisting of its Purebase Shade Advantage WP product, a kaolin-clay based sun protectant for crops and Humic Advantage a humic acid product derived from leonardite.

Construction Sector

We are developing and testing a kaolin-based product that it believes will help create a lower CO2-emitting concrete through the use of high-quality supplementary cementitious materials (“SCMs”). We are developing SCMs for the construction material markets, particularly the cement markets that we believe can potentially replace up to 40% of cement, the most polluting part of concrete. As government agencies continue to enact stricter requirements for less-polluting forms of concrete, we believe there are significant opportunities for high-quality SCM products in the construction-materials sector.

We utilize the services of USMC for the development and contract mining of industrial mineral and metal projects, exploration drilling, preparation of feasibility studies, mine modeling, on-site construction, production, site reclamation and product fulfillment. Exploration services include securing necessary permits, environmental compliance, and reclamation plans. In addition, a substantial portion of the minerals used by the Company are obtained from properties owned or controlled by USMC. A. Scott Dockter, the Company’s Chief Executive Officer and a director, and John Bremer, a director, are also officers, directors and owners of USMC.

2624

Results of Operations

Comparison of the Year Ended November 30, ~~2023~~2024 to the Year Ended November 30, ~~2022~~2023

	November 30,			November 30,
	2023			2022			Variance
	2024			2023			Variance
Revenue, net	$	~~325~~310,~~875~~511		$	~~471~~325,~~608~~875		$	(~~145~~15,~~733~~364	)
Cost of goods sold		9680,~~148~~703			~~132~~96,~~247~~148			(3615,~~099~~445	)
Operating income		229,~~727~~808			~~339~~229,~~361~~727			~~(109,634~~81	)
Operating Expenses:
Selling, general and administrative		1,~~541~~584,~~238~~333			1,~~261~~538,~~494~~838			~~279~~45,~~744~~495
Stock based compensation		720,~~391,278~~762			317,~~622~~391,~~179~~278			(247,~~230~~370,~~901~~516	)
Loss from operations		(81,~~702~~375,~~789~~287	)		(328,~~544~~700,~~312~~389	)		237,~~841~~325,~~523~~102
Other income		~~310,401~~-			2310,~~007~~401			~~308~~(310,~~394~~401	)
Other expense		~~(618,000~~-	)		-(618,000	)		(618,000	)
Interest expense		(7699,~~941~~858	)		(4076,~~120~~941	)		(3622,~~821~~917	)
Net Loss	$	(9,087,329	)	$	(32,582,425	)	$	23,495,096
Loss before provision for income taxes		(1,475,145	)		(9,084,929	)		7,609,784
Provision for income taxes		2,400			2,400			-
Net Loss	$	(1,477,545	)	$	(9,087,329	)	$	7,609,784

Revenues

Revenues decreased by $~~145~~15,~~733~~364, or 315%, for the year ended November 30, ~~2023~~2024, as compared to the year ended November 30, ~~2022~~2023. The decrease is ~~primarily~~ primarily attributable to ~~two~~one ~~customers~~customer ~~purchasing~~from ~~less~~2023 ofnot ~~the~~purchasing ~~Company’s~~product ~~Crop~~in ~~White~~2024 IIand ~~product~~one ~~for~~customer ~~the~~from ~~year~~2023 ~~ended~~purchasing ~~November~~less 30product in 2024, offset by two customers from 2023 purchasing more product in 2024.

Cost of Goods Sold

Cost of goods sold decreased by $3615,~~099~~445 or 2716% for the year ended November 30, ~~2023~~2024, as compared to the year ended November 30, ~~2022~~2023. The decrease is primarily attributable to the decrease in revenues.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased by $~~279~~45,~~744~~495, or 223%, for the year ended November 30, ~~2023~~2024, as compared to the year ended November 30, ~~2022~~2023 due to an increase in ~~professional~~general ~~services~~and administrative wages of $~~228~~237,~~690~~612, other general and administrative ~~wages~~expenses of $2998,~~135~~860, and selling and marketing expenses of $134,~~769~~949, ~~and~~offset ~~other~~by ~~general~~a ~~and~~decrease ~~administrative~~in ~~expenses~~professional services of $8295,~~150~~926.

Stock Based Compensation

Stock-based compensation decreased by $247,~~230~~370,~~901~~516, or 77100%, for the year ended November 30, ~~2023~~2024, as compared to the year ended November 30, ~~2022~~2023 primarily due to an option to purchase 116,000,000 shares of common stock granted to USMC, on October 6, 2021 which were expensed through March 2023. USMC stock-based compensation expense was $297,~~114~~313,~~201~~350 for the year ended November 30, ~~2022~~2023 compared to $~~7,313,350~~0 for the year ended November 30, ~~2023~~ 2024. USMC stock compensation expense ~~was~~ended ~~completed~~ in March 2023. Employee, consultants and directors’ stock-based ~~compensation~~ compensation was $277,~~507,978~~928 for the year ended November 30, ~~2022~~2023 compared to $7720,~~927~~762 for the year ended November 30, ~~2023~~ 2024.

Other Income (Expenses)

Other income ~~increased~~decreased significantly to $~~310,401~~0 for the year ended November 30, ~~2023~~2024, as compared to $310,401 for the year ended November 30, ~~2022~~2023, ~~primarily~~ due to the settlement of a March 29, 2019 claim by Superior Soils of $400,000 for $125,000 in the year ended November 30, 2023 and forgiveness of a note payable of $25,000 and related accrued interest of $10,401.

Other expense ~~increased~~decreased by $~~618,000~~0 for the year ended November 30, ~~2023~~2024, as compared to no$618,000 ~~other expense~~ for the year ended November 30, ~~2022~~2023. $618,000 was accrued per agreed upon legal fees to be paid by the Company in connection with the Calvanico settlement. See Note 9 to the financial statements.

Interest expense increased $3622,~~821~~917, or 9230%, for the year ended November 30, ~~2023~~2024, as compared to the year ended November 30, ~~2022~~2023 primarily as a result of increased notes payable and ~~line~~lines of credit with USMC.

Liquidity and Capital Resources

As of November 30, ~~2023~~2024, we had cash on hand of $528,~~572~~100 and a working capital deficiency of $1,~~493~~093,~~349~~058, as compared to cash on hand of $195,~~055~~572 and a working capital deficiency of $~~620~~1,~~290~~493,349 as of November 30, ~~2022~~2023. The increase in working capital deficiency is primarily a result of the increase in accounts payable and accrued expenses and the addition of a line of credit with USMC, offset by the resolution of a settlement liability.

The Company’s operating activities consume the majority of its cash resources. The Company anticipates that it will continue to incur operating losses as it executes its development plans for ~~2024~~2025, as well as other potential strategic and business development initiatives. In addition, the Company has had and expects to have negative cash flows from operations, at least into the near future. The Company has previously funded, and plans to continue funding, these losses with cash advances from USMC and the sale of equity and convertible notes. The accompanying consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

27Although no assurances can be given as to the Company’s ability to deliver on its revenue plans or that unforeseen expenses may arise, management currently believes that the revenue to be generated from operations together with equity and debt financing, including funding from USMC in the form of a line of credit, will provide the necessary funding for the Company to continue as a going concern for the next twelve months.

~~Although~~On noJuly ~~assurances~~10, ~~can~~2023, bethe ~~given~~Company asentered tointo ~~the~~a ~~Company’s~~line ~~ability~~of tocredit ~~deliver~~agreement onwith ~~its~~USMC ~~revenue~~that ~~plans~~provides orfor ~~that~~the ~~unforeseen~~issuance ~~expenses~~of ~~may~~up ~~arise,~~to an aggregate of ~~management~~$1,000,000 ~~currently~~of ~~believes~~advances ~~that~~from ~~the~~USMC ~~revenue~~under toan beunsecured ~~generated~~convertible ~~from~~grid ~~operations~~promissory ~~together~~note ~~with~~(“Grid ~~equity~~Note” ~~and~~until ~~debt~~July ~~financing~~10, ~~including~~2024. The ~~funding~~note ~~from~~bears ~~USMC~~interest inat 8% per annum and any outstanding principal and accrued interest under the ~~form~~note is convertible into shares of ~~notes~~the Company’s ~~payable~~common ~~and~~stock at a ~~line~~conversion price of ~~credit,~~$0.10 ~~will~~per ~~provide~~share on the ~~necessary~~maturity ~~funding~~date. ~~for~~Any ~~the~~amount ~~Company~~of toprincipal ~~continue~~not paid when due aswill abear ~~going~~interest ~~concern~~at ~~for~~a ~~the~~default ~~next~~rate ~~twelve~~of ~~months~~13% per annum. ~~For~~The ~~the~~Company ~~year~~may ~~ended~~prepay ~~November~~the ~~30,~~principal ~~2023,~~amount of the ~~Company~~Grid ~~received~~Note ~~$914,788~~together ~~from~~with ~~USMC~~any accrued inand ~~the form~~unpaid ofinterest ~~three~~thereon, ~~notes~~at ~~payable~~any ~~(see~~time ~~Note~~without ~~12,~~penalty. ~~Tranches~~On ~~#9,~~the ~~#10~~Maturity Date, ~~#11).~~USMC ~~Tranche~~may #9in ~~was~~its ~~for~~sole ~~$308~~discretion,~~320,~~ ~~bears~~chose ~~interest~~to atconvert all 5%or ~~per~~part ~~annum~~of the outstanding principal amount of the Grid Note, together with accrued and ~~amounts~~ ~~due~~unpaid ~~may~~interest bedue ~~converted~~thereon, into shares of the Company’s common stock. atThe ~~any~~conversion ~~time~~price atand ~~the~~number ~~option~~of shares of the ~~note~~Company’s ~~holder~~common atstock ~~a conversion~~issuable ~~price~~upon ofconversion are ~~$0.39~~subject ~~per~~to ~~share.~~adjustment ~~Tranche~~from ~~#10~~time ~~was~~to time for ~~$412,533,~~any ~~bears~~subdivision ~~interest~~or atconsolidation 8%of ~~per~~the ~~annum,~~Company’s shares and ~~amounts~~standard ~~due may be converted~~dilutive ~~into~~events. ~~shares~~Upon of the Company’s ~~common~~voluntary ~~stock~~or atinvoluntary ~~any~~bankruptcy, ~~time~~the atfull ~~the~~principal ~~option~~amount of the ~~note~~Grid ~~holder~~Note, attogether awith ~~conversion~~any ~~price~~other amounts ofowing ~~$0.10~~in ~~per share.~~respect ~~Tranche~~thereof, ~~#11~~will ~~was~~automatically ~~for~~become ~~$193,935,~~immediately ~~bears~~due ~~interest~~and atpayable. 8%Upon ~~per~~the ~~annum~~occurrence of any other events of default, as ~~and~~specified ~~amounts~~in ~~due~~the ~~may~~Grid beNote, ~~converted~~the ~~into~~full ~~shares~~principal amount of the ~~Company’s~~ ~~common~~Grid ~~stock~~Note, attogether with any ~~time~~other atamounts ~~the~~owing ~~option~~in ofrespect ~~the~~thereof, may ~~note~~become ~~holder~~immediately atdue aand ~~conversion~~payable ~~price~~at ofUSMC’s $0election.10 ~~per~~As ~~share.~~of OnNovember ~~January 31~~30, 2024, ~~the~~there ~~three~~have ~~promissory~~been ~~notes~~$1,000,000 ~~above~~in advances from USMC under the ~~year~~July ~~ended November 30~~10, 2023 ~~and~~line ~~two~~of ~~promissory~~credit ~~notes~~agreement. ~~(Tranche~~Total #7interest ~~for~~expense was $~~470~~18,~~862~~856 ~~and Tranche #8~~ for ~~$140,027) from~~ the year ended November 30, ~~2022~~2024. ~~and~~On ~~accrued~~March 31, ~~interest~~2024, ~~were~~the noteholder converted ~~into~~the aJuly ~~total~~10, 2023 line of 8credit principal of $1,~~877~~000,~~923~~000 ~~common stock~~and ~~that~~accrued ~~were~~interest ~~issued~~of to$25,640 ~~USMC~~into 10,256,400 shares of common stock.

On ~~July~~February 108, ~~2023~~2024, the Company ~~entered~~issued ~~into~~USMC aan ~~line~~8% ofunsecured ~~credit~~convertible ~~agreement~~promissory ~~with~~note ~~USMC~~in ~~that provides for~~ the ~~issuance~~principal amount of up to ~~an aggregate of~~ $1618,000~~,000~~ ~~of advances from USMC under an unsecured convertible grid promissory note~~ (the “~~Grid~~Convertible Note” ~~until July 10, 2024 (see Note 12~~). The ~~note bears interest at 8% per annum and any outstanding~~ principal ~~and~~amount ~~accrued interest under the note is convertible into shares~~ of the ~~Company’s~~Convertible ~~common~~Note ~~stock~~was atto abe ~~conversion~~funded ~~price~~by ofUSMC ~~$0.10~~in ~~per~~six ~~share~~installments ~~on the maturity date. Any amount~~ of ~~principal not~~$103,000 ~~paid when due will bear interest at a default rate of 13% per annum~~each. The ~~Company~~installments ~~may~~were ~~prepay~~made ~~the~~on ~~principal amount of~~ the ~~Grid~~Issuance ~~Note~~Date, ~~together with~~March ~~any~~1, ~~accrued~~2024, ~~and~~April ~~unpaid~~1, ~~interest thereon~~2024, atMay ~~any~~1, ~~time without penalty. On the Maturity Date~~2024, ~~USMC~~July ~~may in its sole discretion~~1, ~~chose to convert all or part of the outstanding principal amount of the Grid Note~~2024, ~~together with accrued~~ and ~~unpaid~~August ~~interest due thereon~~1, ~~into shares of the Company’s common stock~~2024. The ~~conversion price and number of shares of the Company’s common stock issuable upon~~ ~~conversion are subject to adjustment from time to time for any subdivision or consolidation of the~~ Company’s ~~shares~~used ~~and standard dilutive events. Upon~~ the ~~Company’s~~proceeds ~~voluntary~~from ~~or involuntary bankruptcy,~~ the ~~full~~Convertible ~~principal amount of the Grid~~ Note, ~~together~~to ~~with any~~pay ~~other amounts owing in respect thereof, will automatically become immediately due and payable. Upon~~ the ~~occurrence~~settlement ofamount ~~any~~agreed ~~other~~to ~~events of default, as specified~~ in ~~the~~a ~~Grid~~binding ~~Note,~~arbitration ~~the full principal amount of the Grid Note, together~~ with ~~any~~a ~~other~~former ~~amounts owing in respect~~officer ~~thereof, may become immediately due and payable at USMC’s election. As~~ of the ~~date hereof, there have been $919,135 in advances from USMC under the July 10, 2023 line of credit agreement~~Corporation.

~~Currently~~The ~~there~~Convertible ~~are~~Note nohas ~~other~~a ~~arrangements~~stated ormaturity ~~agreements~~date ~~for~~of ~~financing~~February 7, ~~and~~2026. ~~management~~Interest ~~cannot~~is ~~guarantee~~payable ~~any~~on ~~other~~the ~~potential~~unpaid ~~debt~~principal oramount ~~equity~~of the Convertible ~~financing~~Note at a rate of 8% per annum; provided, however, that any amount of principal not paid when due will bebear ~~available~~interest at a default interest rate equal to 13% per annum. The Company may prepay the principal amount of the Convertible Note, in whole or ifin ~~available~~part, onat ~~favorable~~any ~~terms~~time without penalty or premium. AsAmounts ~~such,~~due ~~these~~under ~~matters~~the ~~raise~~Convertible ~~substantial~~Note ~~doubt~~may bybe ~~our~~converted ~~independent~~into shares of the Company’s common stock (the “Convertible ~~registered~~Note ~~public~~Conversion ~~accounting~~Shares”) ~~firm~~at ~~about~~any time, at the option of USMC, at a conversion price of $0.08 per share. The conversion price and number of shares of the Company’s ~~ability~~common tostock ~~continue~~issuable asupon aconversion ~~going~~of ~~concern~~the Convertible Note will be subject to adjustment from time to time for any subdivision or consolidation of the ~~twelve~~Company’s ~~months~~shares ~~from~~and other standard dilutive events. Upon the Company’s ~~issue~~voluntary ~~date~~or involuntary bankruptcy, the full principal amount of ~~this~~the ~~report~~Convertible Note, together with any other amounts owing in respect thereof, will automatically become immediately due and payable. IfUpon ~~adequate~~the ~~funds~~occurrence ~~are~~of ~~not~~any ~~available~~other onevent ~~acceptable~~of ~~terms~~default, oras atspecified ~~all~~in the Convertible Note, the ~~Company~~full ~~will~~principal ~~need~~amount toof ~~curtail~~the Convertible Note, together with any other amounts owing in respect thereof, may become ~~operations~~immediately due and payable at USMC’s election. Total interest expense was $29,733 orfor ~~cease~~the ~~operations~~year ~~completely~~ended November 30, 2024.

On March 7, 2024, the Company entered into a line of credit agreement with USMC that provides for the issuance of up to an aggregate of $1,000,000 of advances from USMC under an unsecured convertible grid promissory note (“Grid Note” until March 7, 2025. The note bears interest at 8% per annum and any outstanding principal and accrued interest under the note is convertible into shares of the Company’s common stock at a conversion price of $0.08 per share on the maturity date. Any amount of principal not paid when due will bear interest at a default rate of 13% per annum. The Company may prepay the principal amount of the Grid Note together with any accrued and unpaid interest thereon, at any time without penalty. On the maturity date, USMC may in its sole discretion, convert all or part of the outstanding principal amount of the Grid Note, together with accrued and unpaid interest due thereon, into shares of the Company’s common stock. The conversion price and number of shares of the Company’s common stock issuable upon conversion are subject to adjustment from time to time for any subdivision or consolidation of the Company’s shares and standard dilutive events. Upon the Company’s voluntary or involuntary bankruptcy, the full principal amount of the Grid Note, together with any other amounts owing in respect thereof, will automatically become immediately due and payable. Upon the occurrence of any other events of default, as specified in the Grid Note, the full principal amount of the Grid Note, together with any other amounts owing in respect thereof, may become immediately due and payable at USMC’s election. As of November 30, 2024, there have been $898,449 in advances from USMC under the March 7, 2024 line of credit agreement. Total interest expense was $32,410 for the year ended November 30, 2024. The line was fully funded in January 2025.

USMC has advanced an additional $238,449 as of February 28, 2025. Terms of a new line of credit and unsecured convertible grid promissory note have not yet been determined. Currently there are no other arrangements or agreements for financing, and management cannot guarantee any other potential debt or equity financing will be available, or if available, on favorable terms. As such, these matters raise substantial doubt by our independent registered public accounting firm about the Company’s ability to continue as a going concern for the twelve months from the issue date of this report. If adequate funds are not available on acceptable terms, or at all, the Company will need to curtail operations, or cease operations completely.

Going Concern

The consolidated financial statements contained in this Annual Report on Form 10-K have been prepared assuming that the Company will continue as a going concern. The Company has accumulated losses from inception through November 30, ~~2023~~2024 of $6264,~~730~~208,~~978~~523, as well as negative cash flows from operating activities and a working capital deficiency. During the year ended November 30, ~~2023~~2024, the Company received net cash proceeds of $12,~~261~~169,~~523~~714 from USMC from ~~three~~a ~~notes~~convertible ~~payable~~promissory ~~issued~~note and ~~the~~a line of credit. The Company does not have sufficient cash to meet its obligations in the twelve months following the date of this Annual Report on Form 10-K if it does not generate additional revenue and continue to obtain additional financing from USMC. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is in the process of evaluating various financing alternatives in order to finance the capital requirements of the Company. There can be no assurance that the Company will be successful with its fund-raising initiatives.

Working Capital Deficiency

	November 30,			November 30,
	2023			2022
	2024			2023
Current assets	$	2147,~~006~~612		$	2321,~~786~~006
Current liabilities		1,~~514~~140,~~355~~670			~~644~~1,~~076~~514,355
Working capital deficiency	$	(1,~~493~~093,~~349~~058	)	$	(~~620~~1,~~290~~493,349	)

The ~~increase~~decrease in current liabilities is primarily a result of the ~~increase~~decrease in accounts payable and accrued expenses and the ~~addition~~payment of a settlement ~~line~~liability ofwith ~~credit~~a ~~with~~long-term ~~USMC~~note payable, offset by the ~~resolution~~increase in the line of acredit ~~settlement~~with ~~liability~~USMC.

Cash Flows

	Year Ended November 30,
	2023			2022
	2024			2023
Net cash used in operating activities	$	(12,~~124~~167,~~290~~932	)	$	(~~838~~1,~~254~~124,290	)
Net cash used in investing activities		(~~130~~1,~~716~~538	)		-(130,716	)
Net cash provided by financing activities		12,~~241~~191,~~523~~998			~~725~~1,~~000~~241,523
Decrease in cash	$	(13,483	)	$	(113,254	)
Increase (decrease) in cash	$	22,528		$	(13,483	)

Operating Activities

Net cash used in operating activities was $12,~~124~~167,~~290~~932 for the year ended November 30, ~~2023~~2024 and was due to ~~the~~a net loss of $91,~~087~~477,~~329~~545 ~~which~~and a net ~~was~~decrease ~~offset~~in byoperating ~~non-cash~~assets ~~expenses~~and liabilities of $7796,~~100~~297,~~797~~ ~~and~~which ~~net~~was ~~changes~~offset inby ~~operating~~non-cash ~~assets~~expenses ~~and liabilities~~ of $~~862~~105,~~242~~910.

Net cash used in operating activities was $~~838~~1,~~254~~124,290 for the year ended November 30, ~~2022~~2023 and was due to ~~the~~a net loss of $329,~~582~~087,~~425~~329 which ~~was~~ was offset by non-cash expenses of $317,~~663~~100,~~214~~797 and net ~~changes~~increase in operating assets and liabilities of $80862,~~957~~242.

Investing Activities

Net cash used in investing activities was $~~130~~1,~~716~~538 for the year ended November 30, ~~2023~~2024 ~~and was~~ due to the purchase of property and equipment.

~~There~~Net ~~were~~cash noused in investing activities was $130,716 for the year ended November 30, ~~2022~~2023 due to the purchase of property and equipment.

Financing Activities

For the year ended November 30, 2024, net cash provided by financing activities was $2,191,998, of which $618,000 was advances from USMC through a note payable, $1,551,714 was from lines of credit with USMC, and $31,000 was a loan from a company owned by John Bremer, a director of the Company, which were offset by $8,716 in payments to A. Scott Dockter in connection with an outstanding note payable.

For the year ended November 30, 2023, net cash provided by financing activities was $1,241,523, of which $914,788 was advances from USMC through notes payable and $346,735 was a line of credit with USMC, which were offset by $20,000 in payments to A. Scott Dockter in connection with an outstanding note payable.

For the year ended November 30, 2022, net cash provided by financing activities was $725,000, of which $755,000 was advances from USMC which was offset by $30,000 in payments to A. Scott Dockter in connection with an outstanding note payable.27

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Effects of Inflation

Inflationary factors such as increases in the costs to purchase products, acquire mineral rights and overhead costs may adversely affect our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a continued high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and selling, general and administrative expenses as a percentage of revenues if the selling prices of our services do not increase with these increased costs.

Critical Accounting Policies and Estimates

Our significant accounting policies are more fully described in Note 3 to our consolidated financial statements included in this Annual Report on Form 10-K for the fiscal year ended November 30, ~~2023~~2024. We believe that the accounting policies below are critical to fully understand and evaluate our financial condition and results of operations.

Fair Value Measurement

As defined in ASC 820, “Fair Value Measurements and Disclosures,” fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement.

Level 1:	Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.

Level 2:	Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.

Level 3:	Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

2928

Impairment of Long-lived Assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date.

The Company utilizes ASC 740, “Income Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.

For uncertain tax positions that meet a “more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the consolidated financial statements. The Company’s practice is to recognize interest and penalties, if any, related to uncertain tax positions in income tax expense in the consolidated statements of operations.

Revenue Recognition

The Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. The Company derives revenues from the sale of its agricultural products. The Company’s contracted transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s contracts have a single performance obligation which are not separately identifiable from other promises in the contracts and is, therefore, not distinct. The Company’s performance obligation is satisfied upon the transfer of risk of loss to the customer.

Exploration Stage

In accordance with GAAP, expenditures relating to the acquisition of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time as the Company exits the exploration stage by establishing proven or probable reserves. Expenditures relating to exploration activities such as drill programs to establish mineralized materials are expensed as incurred. Expenditures relating to pre-extraction activities are expensed as incurred until such time proven or probable reserves are established for that project, after which expenditures relating to mine development activities for that particular project are capitalized as incurred.

3029

Mineral Rights

Acquisition costs of mineral rights are capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time as the Company exits the exploration stage by establishing proven or probable reserves, as defined by the SEC under Industry Guide 7, through the completion of a “final” or “bankable” feasibility study. Expenditures relating to exploration activities are expensed as incurred and expenditures relating to pre-extraction activities are expensed as incurred until such time proven or probable reserves are established for that project, after which subsequent expenditures relating to development activities for that particular project are capitalized as incurred.

Where proven and probable reserves have been established, the project’s capitalized expenditures are depleted over proven and probable reserves upon commencement of production using the units-of-production method. Where proven and probable reserves have not been established, such capitalized expenditures are depleted over the estimated production life upon commencement of extraction using the straight-line method.

The carrying values of the mineral rights are assessed for impairment by management on a quarterly basis or when indicators of impairment exist. Should management determine that these carrying values cannot be recovered, the unrecoverable amounts are written off against earnings.

Stock-Based Compensation

The Company applies the provisions of ASC 718, Compensation—Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, including employee stock options, in its statements of operations.

For stock options issued to employees and members of the Company’s board of directors for their services, the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the Common Stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the Common Stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised.

Pursuant to ASU 2018-07 Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, the Company accounts for stock options issued to non-employees for their services in accordance ASC 718. The Company uses valuation methods and assumptions to value the stock options that are in line with the process for valuing employee stock options noted above.

Recently Adopted Accounting Pronouncements

Any new and recently adopted accounting pronouncements are more fully described in Note 3 to our consolidated financial statements included in this Annual Report on Form 10-K for the year ended November 30, ~~2023~~2024.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide the information required by this Item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information called for by Item 8 is included following the “Index to Financial Statements” on page F-1 contained in this Annual Report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15I and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. In designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives.

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Based upon that evaluation and subject to the foregoing, our principal executive officer and principal financial officer concluded that, our disclosure controls and procedures were not effective as of November 30, ~~2023~~2024 due to the material weaknesses in internal control ~~over~~ over financial reporting described below.

Management’s Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of its principal executive and principal financial officer and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of its consolidated financial statements in accordance with GAAP.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Material Weaknesses in Internal Control over Financial Reporting

Management assessed the effectiveness of the Company’s internal control over financial reporting as of November 30, ~~2023~~2024 based on the framework established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has determined that the Company’s internal control over financial reporting as of November 30, ~~2023~~2024 was not effective.

A material weakness, as defined in the standards established by Sarbanes-Oxley is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

The ineffectiveness of the Company’s internal control over financial reporting was due to the following material weaknesses:

● Inadequate segregation of duties consistent with control objectives; ~~● Lack of formal policies~~ and ~~procedures to ensure timely closing of the Company’s books and records and that material transactions are timely communicated;~~ ● Lack of risk assessment procedures on internal controls to detect financial reporting risks on a timely manner~~; and ● Lack of personnel with GAAP experience and sufficient knowledge to oversee its financial reporting function, including a chief financial officer~~.

Management’s Plan to Remediate the Material Weakness

Management has been implementing and continues to implement measures designed to ensure that control deficiencies contributing to the material weakness are remediated, such that these controls are designed, implemented, and operating effectively. The remediation actions include:

● Continuing to search for and evaluate qualified independent outside directors; ~~● Hiring a qualified chief financial officer on December 13, 2023; ● Identifying gaps in our skills base~~ and ~~the expertise of our staff required to meet the financial reporting requirements of a public company; and~~ ● Continuing to develop policies and procedures on internal control over financial reporting and monitoring the effectiveness of existing controls and procedures.

We engaged a third-party financial operations consulting firm to assist with the preparation of SEC reporting through ~~the~~August ~~period~~31, ~~ended~~2023 ~~August~~and ~~31,~~hired a chief financial officer in December 2023.

Management will continue to monitor and evaluate the effectiveness of our internal controls and procedures over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

This Annual Report on Form 10-K does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to rules of the SEC that exempt smaller reporting companies from this requirement.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during our fourth quarter that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Set forth below are the present directors and executive officers of the Company.

Name	Age	Position
A. Scott Dockter	6768	Chief Executive Officer, President and Director
Stephen Gillings	7475	Chief Financial Officer
Kimberly Kurtis	5152	Director
John Bremer	7475	Director
Jeffrey Guzy	7273	Director
Brady Barto	42	Director

Our directors are elected for a term of one year and serve until such director’s successor is duly elected and qualified. Each executive officer serves at the pleasure of the Board.

A. Scott Dockter – Chief Executive Officer, President and Director

A Scott Dockter has been Chief Executive Officer, President and a director of the Company since September 24, 2014, Chief Financial ~~Officer~~ Officer from May 24, 2019 to January 21, 2021, and from March 25, 2021 to December 12, 2023, and President and a director of PureBase AG since January 22, 2014. Mr. Dockter has also served as the chief executive officer and a director of USMC since 2012. Mr. Dockter was a manager-member of US Agricultural Minerals, LLC (“USAM”) from its inception in June 2013 until its acquisition by PureBase AG on November 24, 2014. Mr. Dockter is a manager-member of US Mine, LLC, a Nevada limited liability company, which owns a 3,306 -acre mining property located in Ione, California. From July 2010 to June 2012, Mr. Dockter served as Chief Executive Officer, President and Chairman of Steele Resources Corp., a public company and its subsidiary Steele Resources, Inc. which were involved in the property evaluation and exploration for gold. Over the course of his 30-year career, Mr. Dockter has been responsible for the development of several large open pit and underground mines in the United States, having worked extensively in the states of Nevada, California, Idaho, and Montana. Mr. Dockter has a comprehensive involvement in the mining business, including exploration, permitting, mine development, construction, financing, operations, asset acquisitions, and marketing and sales, with a wide range of commodities including industrial minerals, gold, silver, copper and other precious metals.

Mr. Dockter’s significant experience relating to operational management, industry expertise and as Chief Executive Officer of the Company led to his appointment as a director of our company.

Stephen Gillings – Chief Financial Officer

Stephen Gillings has been Chief ~~Executive~~Financial Officer of the Company since December 13, 2023. Mr. Gillings has been a controller/consultant with Now CFO of Newport Beach, California, a consulting firm, for the past six years. As a consultant, Mr. Gillings assisted various business clients with the preparation of quarterly financial statements and notes and annual financial statements for year-end audits. Mr. Gillings also prepared and filed Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K for SEC reporting companies. Prior to joining Now CFO, Mr. Gillings served for four years as chief financial officer for QuantumSphere, Inc. (“QuantumSphere”) of Santa Ana, California, a manufacturer of nanometals, where his responsibilities included preparing public company SEC filings, developing policies and procedures and preparing monthly financial reports and analysis. Prior thereto, Mr. Gillings served for seven years as vice president finance at QuantumSphere. Prior to joining QuantumSphere, Mr. Gillings served as controller for AllDigital of Irvine, California, which provides digital broadcasting solutions and chief financial officer of I/OMagic of Irvine, California, a distributor of computer peripherals. Mr. Gillings has a Bachelor of Science in Accounting degree from the University of California, Berkeley and a Master of Business Administration degree from California State University, Fullerton.

Dr. Kimberly Kurtis – Director

Dr. Kimberly Kurtis has been a director of the Company since August 10, 2021. Dr. Kurtis has been Associate Dean and a professor in the School of Civil and Environmental Engineering at Georgia Institute of Technology (“Georgia Tech”) since 2014. Dr. Kurtis joined Georgia Tech’s faculty in January 1999. Dr. Kurtis has served as Georgie Tech’s ADVANCE Professor from 2012 to 2014, and she holds a courtesy appointment in the School of Materials Science and Engineering. Dr. Kurtis earned a BSE in Civil Engineering in 1994 from Tulane University under a Dean’s Honor Scholarship, and a M.S. in 1995 and PhD in 1998 in Civil Engineering from the University of California at Berkeley, where Dr. Kurtis was a Henry Hilp Fellow and a National Science Foundation Fellow. Dr. Kurtis’s research on the multi-scale structure and performance of cement-based materials has resulted in more than 200 technical publications and three U.S. patents.

Dr. Kurtis was appointed to the Board because of her expertise in the development of supplementary cementitious materials.

John Bremer – Director

John Bremer has been a director of the Company since December 24, 2014 and a director of PureBase Ag since February 5, 2015. Mr. Bremer has served as a director and President of USMC since February 2014. Mr. Bremer was also a manager-member of USAM from its inception in June 2013 until its acquisition by PureBase AG on November 24, 2014. Mr. Bremer is also a manager-member of US Mine, LLC which owns a 3,306 -acre mining property located in Ione, California. For the past 21 years Mr. Bremer has been the chief executive officer of GroWest, Inc. a a holding company with subsidiary companies in the heavy equipment rental and property development business in California. Mr. Bremer ~~started~~ started his career teaching college level horticulture and soil science classes, opened and managed large mining operations for Riverside ~~Cement~~ Cement and California Portland Cement Company and has worked with cement producers including to help design material input methodologies to to reduce nitrogen oxide emissions from calcining cement. Mr. Bremer developed a large organic composting operation in Riverside County, California which he sold to Synagro Technologies, Inc., currently part of The Carlyle Group. Mr. Bremer has been involved in property development in Riverside County and Napa Valley in California including permitting processes. Mr. Bremer earned his Bachelor’s degree in Agri-Business from California State Polytechnic University, Pomona, California.

Mr. Bremer was appointed to the Board because of his industry experience.

Jeffrey Guzy – Director

Jeffrey Guzy has been a director since April 8, 2020. Mr. Guzy has served as a director of Leatt Corporation (OTC: LEAT) since May 2007 and Capstone Companies (OTC: CAPC) since May 2007. Mr. Guzy has served as a director of Brownie’s Marine Group Inc. (OTC: BWMG) and Life on Earth, Inc. (OTC:LFER) since 2019. Mr. Guzy held executive positions at several large international companies, including Loral Space, ~~Sprint~~ Sprint International, Verizon and IBM. Mr. Guzy founded and has served as executive chairman, president and chief executive officer at ~~CoJax~~ CoJax Oil & Gas Corporation (OTC: CJAX) since 2017. Mr. Guzy served as chief executive officer for Central Oil & Gas Corp. of ~~America~~ America from 2013 through 2020. Mr. Guzy founded Facilicom International, Inc., an international telephone company is 1994. Mr. Guzy has also served as an executive manager of business development to several telecom companies including Bell Atlantic Corp. Mr. Guzy received an an MBA from the Wharton School of Business at the University of Pennsylvania, an MS in Systems Engineering from the University of Pennsylvania, and a BS in Electrical Engineering from Pennsylvania State University.

Mr. Guzy was appointed to the Board because of his business acumen as well as his business development experience.

~~Brady Barto – Director~~34

Brady Barto has been a director since September 11, 2023. Mr. Barto has worked for Signal Hill Petroleum, Inc. for the past 18 years and has been the Exploration Manager for the past 12 years. Prior to becoming the Exploration Manager, Mr. Barto served as the Land Manager and Manager-Real Estate Projects for Signal Hill Petroleum. Mr. Barto has also served as a Commissioner on the Planning Commission for the City of Newport Beach, California. Mr. Barto earned a Bachelor of Business Administration degree from Chapman College in 2005.

Mr. Barto was appointed to the Board because of his expertise in the financing and development of natural resources.

Stephen Gillings Employment Agreement

The Company entered into an employment agreement with Mr. Gillings dated December 13, 2023, pursuant to which Mr. Gillings will be paid a base salary of $100,000 per year to serve as the Company’s Chief Financial Officer. The agreement may be terminated by Mr. Gillings at any time upon 90 days prior notice and by the Company, at any time, with or without “cause.” If the agreement is terminated by the Company without cause, so long as Mr. Gillings is employed six months, Mr. Gillings will be entitled to three months’ salary plus one additional month for every year of employment as a severance payment.

In addition, the agreement provides for the grant to Mr. Gillings of an option to purchase 200,000 shares of common stock on each of December 3111, 2023 and the first and second anniversaries thereof, at a purchase price per share equal to the fair market value of the Company’s publicly traded common stock on the date of grant. Each option grant vests one year from the date of grant, and is exercisable for three years, provided that Mr. Gillings is then employed by the Company. Upon termination of Mr. Gillings’ employment, other than for cause, any vested option will remain exercisable for 30 days after such termination. Mr. Gillings will also be eligible for discretionary annual bonuses based on performance. The agreement also contains customary confidentiality, non-competition, non-solicitation and non-disparagement provisions.

Family Relationships

There are no arrangements or understandings between our directors and any other person pursuant to which they were appointed as an officer and director of the Company. There are no family relationships between any of our directors or executive officers.

Involvement in Certain Legal Proceedings

There are no legal proceedings that have occurred within the past ten years concerning our directors, or control persons which involved a criminal conviction, a criminal proceeding, an administrative or civil proceeding limiting one’s participation in the securities or banking industries, or a finding of securities or commodities law violations.

Committees of the Board of Directors

We have established two committees under the Board of Directors, an audit committee and a compensation committee.

The Company does not have a nominating committee. The full Board of Directors considers nominations for new members to the Board.

Compensation Committee

The Compensation Committee currently has two members, Jeffrey Guzy, Chairman, and A.Kimberly ~~Scott Dockter~~Kurtis. The Compensation Committee initially ~~determines~~ determines matters relating to executive officer compensation, including the issuances of stock options and other compensatory matters. The Compensation Committee then makes recommendations to the Board of Directors, concerning such executive officer compensation.

Audit Committee

The Audit Committee currently has two members Jeffrey Guzy, Chairman, and John Bremer. The Audit Committee is responsible for: (i) selection and oversight of our independent accountants; (ii) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls, and auditing matters; (iii) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (iv) engaging outside advisors; and (v) funding for the outside auditor and any outside advisors engagement by the audit committee.

Our board has determined that Mr. Guzy qualifies as an “audit committee financial expert” as such term is defined in Item 407(d) of Regulation S-K promulgated by the SEC.

Director Compensation

The following table sets forth certain information concerning compensation earned by the Company’s non-employee directors for services rendered as a director during the year ended November 30, ~~2023~~2024:

Director Compensation ~~Table~~

Name	Fees Earned or Paid in Cash		Stock Awards		Option Awards~~(1)~~			Non-Equity Incentive Plan Compensation		Nonqualified Deferred Compensation Earnings		All Other Compensation		Total
Jeffrey Guzy	$	1719,500	$	-	$	~~26,623~~-	~~(2)~~		-		-		-	$	4419,~~123~~500
Brady Barto	$	3,000	$	-	$	16,267	(3)		-		-		-	$	19,267
Brady Barto (1)	$	12,000	$	-	$	-			-		-		-	$	12,000
Kimberly Kurtis	$	12,000	$	-	$	~~17,987~~-	~~(4)~~		-		-		-	$	2912,~~987~~000

	(1)	The aggregate grant date fair value is computed in accordance with FASB ASC Topic 718.
	(2)	Represents an immediately exercisable option to purchase 350,000 shares of the Company’s common stock at an exercise price of $0.10 per share.
	(3)	Represents an immediately exercisable option to purchase 200,000 shares of the Company’s common stock at an exercise price of $0.15 per share.
	(4)	Represents an immediately exercisable option to purchase 200,000 shares of the Company’s common stock at an exercise price of $0.15 per share.

(1)

Mr. Barto resigned from the Company on February 6, 2025.

On April 8, 2021, the Company entered into a twelve -month director agreement with Jeffrey Guzy, as amended on August 26, 2022 ~~(the “Guzy Director Agreement”)~~ pursuant to which Mr. Guzy will serve as a director of the Company,. ~~which~~Such agreement will automatically renew (the “Guzy Renewal Date”) for successive one-year terms unless either party notifies the other of its desire not to renew the ~~Agreement~~ agreement within 30 days of the expiration of the then current term. As compensation therefor, Mr. Guzy is entitled to a cash fee of $1,000 per month which accrues as debt to the Company until the Company has its first cash-flow positive month. Effective March 1, 2023, Mr. Guzy’s monthly compensation was increased to $1,500. Any amounts owed to Mr. Guzy at the Guzy Renewal Date or upon Mr. Guzy’ resignation or removal (the “Guzy Termination Date”) will be converted into common stock at athe ~~price~~lower ~~per~~of ~~share~~the ~~equal to market~~ price onper ~~the~~share ~~exchange~~of or$0.10 ~~trading market where such stock is then traded~~ or ~~quoted or~~ the volume-weighted ~~average~~ average price (“VWAP”) of the common stock for the 20-days immediately preceding the Guzy Renewal Date or the Guzy Termination Date, as the case may be. ~~Mr. Guzy was also issued a five-year stock option to purchase 250,000 shares of common stock at an exercise price of $0.24.~~ The ~~Agreement~~agreement also includes a non-competition provision during the term of the ~~Agreement~~agreement and for twelve months thereafter. As of November 30, 2024, there were no cash fees owed to Mr. Guzy.

On August 13, 2021, the Company entered into a twelve -month director agreement with ~~Dr.~~Kimberly Kurtis, as amended on August 26, 2022 (the “Kurtis Director Agreement”) pursuant to which Dr. Kurtis will ~~provide~~serve upas toa ~~five~~director ~~hours~~and ~~per~~provide ~~month of~~ board services,. ~~which~~Such agreement ~~will~~ will automatically renew (the “Kurtis Renewal Date”) for successive one-year terms unless either party notifies the other of its desire not to renew the ~~Agreement~~agreement within 30 days of the expiration of the then current term. As compensation therefor, Dr. Kurtis is entitled to a cash fee of $1,000 per month which accrues as debt to the Company until the Company has its first cash-flow positive month. Any amounts owed to Dr. Kurtis at the Renewal Date or upon Dr. Kurtis’ resignation or removal (the “~~Termination~~Kurtis Termination Date”) will be converted into common stock at athe ~~price~~lower ~~per~~of ~~share~~a ~~equal to market~~ price onof ~~the~~$0.15 ~~exchange~~per orshare ~~trading market where such stock is then traded~~ or ~~quoted or~~ the ~~volume-weighted average price (“~~VWAP”) of the common stock for the 20-days immediately preceding ~~the~~ ~~Renewal Date or~~ the Kurtis Termination Date, as the case may be. On August 13, 2021, Dr. Kurtis was also issued a five-year stock option to purchase 200,000 shares of common stock at $0.15. The ~~Agreement~~agreement includes a non-competition provision during the term of the agreement ~~Agreement~~ and for twelve months thereafter. As of November 30, 2024, the Company had debt in the amount of $28,000 owed to Dr. Kurtis.

On September 13, 2023, the Company entered into a twelve month director agreement with Brady Barto (the “Barto Director Agreement”), pursuant to which Mr. Barto agrees to devote as much time as is necessary to perform completely his duties as a Director of the Board. Mr. Barto shall be notified within 30 days before the end of the Term whether his contract shall be renewed under the same terms of Compensation. As compensation therefor, Mr. Barto is entitled to a cash fee of $1,000 per month which accrues as debt to the Company until the Company has its first cash-flow positive month. Any amounts owed to Mr. Barto at the Renewal Date or upon Mr. Barto’s resignation or removal (the “Termination Date”) will be converted into common stock at a price per share equal to market price on the exchange or trading market where such stock is then traded or quoted or the volume-weighted average price (“VWAP”) of the common stock for the 20-days immediately preceding the Renewal Date or the Termination Date, as the case may be. Mr. Barto was also issued a five-year stock option to purchase 200,000 shares of common stock at $0.15. The Agreement includes a non-competition provision during the term of the Agreement and for twelve months thereafter.

On September 11, 2023, the Company entered into a twelve-month director agreement with Brady Barto pursuant to which Mr. Barto agrees to devote as much time as is necessary to perform completely the duties as a director. As compensation therefor, Mr. Barto was entitled to a cash fee of $1,000 per month which accrued as debt to the Company until the Company has its first cash-flow positive month. Any amounts owed to Mr. Barto at the end of the twelve-month term or at his earlier removal or resignation will be converted into common stock at the lower price of $0.15 per share or the VWAP of the common stock for the 20-days from the last date of Mr. Barto service as a director. On September 11, 2023, Mr. Barto was also issued a five-year stock option to purchase 200,000 shares of common stock at $0.15. The agreement included a non-competition provision during the term of the agreement and for twelve months thereafter. As of November 30, 2024, the Company has debt in the amount of $15,000 owed to Mr. Barto. Mr. Barto resigned as director on February 5, 2025. The amount owed to Mr. Barto on February 5, 2025 was $17,000.

Code of Ethics

Our Board of Directors has adopted a Code of Business Conduct and Ethics (the “Code”) that applies to the directors, officers and employees of the Company. We have filed a copy of our Code as an exhibit to our Annual Report on Form 10-K filed with the SEC on February 28, 2018. Our Code may be reviewed by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code will be provided without charge upon request from us.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who beneficially own more ~~than~~ than 10% of our equity securities (“Reporting Persons”), to file reports of ownership and changes in ownership with the SEC. Based solely on our review of copies of such reports and representation from Reporting Persons, we believe that during the fiscal year ended November 30, 2024, the Reporting Persons timely filed all such reports, except that USMC failed to timely file a Form 4 reporting the conversion of debt of $2,638,527 into 19,134,323 shares of common stock.

Based solely on our review of copies of such reports and representations from Reporting Persons, we believe that during the fiscal year ended November 30, 2023, the Reporting Persons timely filed all such reports except that Brady Barto, a director, failed to file timely a Form 4 reporting the granting of 200,000 common stock options; Kimberly Kurtis, a director, failed to file timely a Form 4 reporting the granting of 642,424 common stock options and the conversion of 80,000 common stock options into 80,000 shares of common stock; Jeffrey Guzy, a director, failed to file timely a Form 4 reporting the granting of 600,000 common stock options, the conversion of 230,000 common stock options into 230,000 shares of common stock, and the acquisition of 80,000 shares of common stock.

Changes in Nominating Process

There are no material changes to the procedures by which security holders may recommend nominees to our ~~Board~~board of directors.

Insider Trading Policies

The Company has adopted insider trading policies and procedures governing the purchase, sales or other dispositions of its securities by directors, officers, employees, or the Company that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and any listing standards applicable to the Company. A copy of the Insider Trading Policy is filed as Exhibit 19 to this Annual Report on Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION

Summary Compensation Table

The following table shows the compensation awarded to, earned by or paid to our Chief Executive Officer (and our other executive officer receiving annual compensation in excess of $100,000 during the fiscal year ended November 30, 2024 (each a “Named Executive Officer”). No other executive officer received compensation in excess of $100,000 during the ~~years~~year ended November 30, ~~2023 and November 30, 2022~~2024.

Name and Principal Position	Year		Salary ($)			Bonus ($)		Stock Awards ($)			Option Awards ($)		Non-Equity Incentive Plan Compensa- tion ($ )		Non-qualified Deferred Compensation Earnings ($)		All Other Compensa- tion ($)		Total ($)
A. Scott Dockter,		~~2023~~2024		120,000	~~(1)~~		-		-			-		-		-		-		120,000
Chief Executive Officer, Chief Financial Officer, President and Director		2022		120,000	(2)		-		-			-		-		-		-		120,000
Chief Executive Officer, President and Director		2023		120,000	(1)		-		-			-		-		-		-		120,000
Stephen Gillings, Chief Financial		2024		100,000			-		16,762	(2)		-		-		-		-		116,762
Officer		2023		-			-		-			-		-		-		-		-

(1)	Does not include $6,644 of accrued salary.
(2)	~~Does~~The ~~not~~grant ~~include~~date $2fair value of an option to purchase 200,~~308~~000 shares was calculated using the Black-Scholes method. The assumptions used in estimating the fair value of ~~accrued~~this ~~salary~~option are set forth in Note 11 to the Company’s audited financial statements for the year ended November 30, 2024 included in this Annual Report on Form 10-K.

Employment Agreements

Except for Mr. Gillings employment agreement described above, the Company does not have any employment agreements with its executive officers.

Change-in-Control Agreements

The Company does not have any change-in-control agreements with its executive officers.

Outstanding Equity Awards

~~There~~OUTSTANDING ~~were~~EQUITY noAWARD ~~outstanding~~AT ~~equity~~NOVEMBER ~~awards made to our Named Executive Officer as of November~~ 30, ~~2023.~~2024

37The table below reflects all equity awards made to named Executive Officers that were outstanding at November 30, 2024.

Name		Number of Securities Underlying Unexercised Options (#) Exercisable				Number of Securities Underlying Unexercised Options (#) Unexercisable				Option Exercise Price				Option Expiration Date
Stephen Gillings			-				200,000	(1)		$	0.09			September 11, 2029

(1)

Option vested on December 11, 2024.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table lists, as of February 28, ~~2024~~2025, the number shares of common stock beneficially owned by (i) each person or entity known to the Company to be the beneficial owner of more than 5% of the Company’s outstanding common stock; (ii) ~~the~~each Named Executive Officer; and (iii) all officers and directors as a group. Information relating to beneficial ownership of Common Stock by our principal ~~shareholders~~ shareholders and management is based upon information furnished by each person using “beneficial ownership” concepts under the rules of the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power with respect to the shares beneficially owned. Unless ~~otherwise~~ otherwise indicated, the business address of each such person is c/o PureBase Corporation, 8625 Highway 124, Ione, California 95640. The percentages below are calculated based on ~~239~~250,~~740~~497,~~928~~328 shares of common stock issued and outstanding as of February 28, ~~2024~~2025.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership			Percent
5% Stockholders
US Mine Corporation (1) 8625 Highway 124 Ione, California 95640		99130,~~158~~814,~~155~~820	~~(2)~~		4148.41	%
Bremer Family 1995 Living Family Trust (3) 1660 Chicago Avenue Riverside, California 92506		40,163,000			16.8	%
Bremer Family 1995 Living Family Trust (2) 1660 Chicago Avenue Riverside, California 92506		40,163,000			16.0	%
US Mine LLC(4) 8625 Highway 124 Ione, California 95640		116,000,000	(4)		32.6	%
US Mine LLC (3) 8625 Highway 124 Ione, California 95640		116,000,000	(4)		31.7	%
James Todd Gauer 401 Bay Street, Suite 2410 Toronto, ON M5H2Y4 Canada		17,338,800	(5)(6)		76.07	%
Directors and Executive Officers
A. Scott Dockter		36,643,795	(7)		1514.36	%
John Bremer		40,163,000	(8)(9)		16.80	%
Dr. Kimberly Kurtis		1,129,091	(10)		*
Kimberly Kurtis		1,129,091	(10)		*
Jeffrey Guzy		1,410,000	(11)		*
Brady Barto		220,000	(12)		*
Stephen Gillings		200,000	(12)		*
Stephen Gillings		200,000	(13)		*
Directors and officers as a group (5 persons)		79,545,886	(7)(9)(13)		31.5	%
Directors and officers as a group (6 persons)		79,765,886	(7)(9)(14)		32.9	%

*Represents less than 1%

(1)	A. Scott Dockter, Chief Executive Officer and a director of USMC, and John Bremer, President and a director of USMC are each 25% owners of USMC, and Craig Barto, ~~are~~is ~~each~~a 3350% ~~owners~~owner of USMC, and all share voting and dispositive power over the shares held by USMC in relation to their ownership of USMC.
(2)	John Bremer, as trustee of the Bremer Family 1995 Living Family Trust (“Bremer Trust”), has voting and dispositive power over the shares held by the Bremer Trust.
(3)	A. Scott Dockter, Chief Executive Officer and a director, John Bremer, President and a director, and Craig Barto are each 33% owners of US Mine LLC and share voting and dispositive power over the shares held by US Mine LLC.
(4)	Represents currently exercisable options.
(5)	Includes a currently exercisable option to purchase 8,669,400 shares.
(6)	Includes 8,501,400 shares and 168,000 shares owned by Baystreet Capital Management Corp and Bayshore Capital, LLC., respectively, over which James Todd Gauer has sole voting and dispositive power.
(7)	Excludes 3327,~~052~~353,~~718~~639 shares held by USMC and options to purchase 38,666,667 shares held by US Mine LLC over which Mr. Dockter ~~has~~shares voting and dispositive power with Mr. Bremer and Mr. Barto. 27,353,639 shares represent 25% of Mr. Dockter’s ownership of USMC. 38,666,667 shares represent 33% of Mr. Dockter’s ownership of US Mine LLC.
(8)	Represents 40,163,000 shares owned by the Bremer Trust of which Mr. Bremer, as trustee has sole voting and dispositive power.
(9)	Excludes 3327,~~052~~353,~~718~~639 shares held by USMC and options to purchase 38,666,667 shares held by US Mine LLC over which Mr. Bremer ~~has~~shares voting and dispositive power with Mr. Dockter and Mr. Barto. 27,353,639 shares represent 25% of Mr. Bremer’s ownership of USMC. 38,666,667 shares represent 33% of Mr. Bremer’s ownership of US Mine LLC.
(10)	Includes currently exercisable options to purchase ~~942~~842,424 shares and ~~106~~206,667 shares which are issuable in lieu of director’s fees pursuant to the Kurtis Director Agreement.
(11)	Includes currently exercisable options to purchase 1,100,000 shares.
(12)	~~Includes~~Represents a currently exercisable ~~options to purchase 200,000 shares and 20,000 shares which are issuable in lieu of director's fees pursuant to the Barto Director Agreement~~option.
(13)	~~Represents~~Includes options ~~that~~to ~~vest~~purchase ~~December~~an 11aggregate of 2,142,424 ~~2024~~shares and an aggregate of 206,667 shares issuable in lieu of directors’ fees.
(14)	Includes options to purchase an aggregate of 2,442,424 shares and an aggregate of 126,667 shares issuable in lieu of directors’ fees.

~~Changes in Control Agreements.~~39

The Company does not have any change-in-control agreements with any of its executive officers.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

Except as set forth below, since December 1, ~~2021~~2022, there have been no transactions, or currently proposed transactions, in which we were or are to be a participant and the amount involved exceeds $120,000, and in which any of the following persons had or will have a direct or indirect material interest:

● any director or executive officer of our company; ● any person who beneficially owns, directly or indirectly, more than 5% of our outstanding shares of common stock; ● any promoters and control persons; and ● any member of the immediate family (including spouse, parents, children, siblings and in laws) of any of the foregoing persons.

39A. Scott Dockter, Chief Executive Officer, President, and a director, and John Bremer, a director, are also officers, directors and owners of USMC and US Mine LLC. USMC is 50% owned and US Mine LLC is 33% owned by Craig Barto, father of Brady Barto, a former director.

●The following ~~any~~table ~~person~~outlines ~~who~~the ~~beneficially~~related ~~owns,~~parties ~~directly~~associated orwith ~~indirectly, more than 5% of our outstanding shares of common stock; ● any promoters and control persons; and ● any member of~~ the ~~immediate~~Company ~~family (including spouse, parents, children, siblings~~ and inamounts ~~laws)~~due offor ~~any~~each ofperiod ~~the foregoing persons.~~indicated:

A. Scott Dockter, Chief Executive Officer, President, and a director, and John Bremer, a director, are also officers, directors and owners of USMC and US Mine LLC.

	During the year ended November 30, 2024		During the year ended November 30, 2023
US Mine Corporation – Convertible Notes and Accrued Interest, Expenses Paid, and Cash Advances	$	1,578,592	$	1,950,357
A. Scott Dockter – Promissory Note, Principal and Interest	$	42,263	$	50,780
Kimberly Kurtis – Convertible Note, Board Member	$	28,000	$	16,000
Brady Barto – Convertible Note, former Board Member	$	15,000	$	3,000

The following tables outline the related parties associated with the Company and amounts due for each period indicated:

	During the year ended November 30, 2023		During the year ended November 30, 2022
US Mine Corporation – Convertible Notes and Accrued Interest, Expenses Paid, and Cash Advances	$	1,950,357	$	2,300,112
A. Scott Dockter – Promissory Note, Principal and Interest	$	50,780	$	69,882
Kimberly Kurtis – Convertible Note, Board Member	$	16,000	$	-
Bayshore Capital Advisors, LLC – Promissory Note, Principal and Interest	$	-	$	1,500

US Mine Corporation

On December 1, 2013, the Company entered into a contract mining agreement with USMC, a 5% shareholder and a company 25% owned by A. Scott Dockter, our President and Chief Executive Officer, and a director, and 25% owned by John Bremer, a director, pursuant to which USMC will provide various technical evaluations and mine development services to the Company. ~~Services~~No ~~totaling~~services $0 were rendered by USMC for the fiscal years ended November 30, ~~2023~~2024 and ~~2022, respectively~~2023. ToFor ~~date~~the year ended November 30, 2024, the Company ~~has~~ paid USMC an$68,801 ~~aggregate~~under ofthe mining agreement and $~~270~~450 was unpaid at November 30,~~402~~ ~~since~~2024. ~~December~~For 1the year ended November 30, ~~2020~~2023, the Company paid USMC $80,602 under the mining agreement and there was no unpaid amount at November 30, 2023.

During the fiscal years ended November 30, ~~2023~~2024 and ~~2022~~2023, USMC paid $013,632 and $1115,~~323~~853, respectively, of expenses to the Company’s ~~vendors~~ vendors and creditors on behalf of the Company and also made cash advances to the Company of $~~914~~2,~~788 and $755~~169,~~000,~~714 ~~respectively. USMC has paid an aggregate of $35,373 of expenses to the Company’s vendors~~ and ~~made cash advances to the Company in the aggregate amount of~~ $1,~~669~~261,~~788 since December 1~~523, ~~2021.~~respectively

On ~~September~~April 267, ~~2019~~2022, the Company entered into a ~~Securities~~securities ~~Purchase~~purchase ~~Agreement~~agreement with USMC pursuant to which USMC may purchase up to $1,000,000 of the Company’s 5% unsecured two-year promissory notes ~~which~~in one or more closings. The notes are convertible into ~~shares of~~ the Company’s common stock~~, at~~ ~~any time~~ at ~~the option of the holder, at~~ a conversion price of $0.1639 per share. USMC purchased notes in the principal amounts of $20470,~~000~~862, $86140,~~000~~027, and $72308,~~000~~ 320 on ~~December~~August 130, ~~2019~~2022, ~~January~~November 129, ~~2019~~2022, and February 128, ~~2020~~2023, respectively. On ~~April~~January 731, ~~2022~~2024, USMC converted the ~~aggregate~~ outstanding principal of ~~balance~~the three notes and accrued interest of $133,~~000~~476,~~000~~ of$8,210, and $14,233 on the ~~December~~August 130, ~~2019~~2022, ~~January~~the 1,November ~~2020~~29, ~~February 1~~2022, ~~2020~~ and ~~December~~the 1February 28, ~~2020~~2023 notes, ~~plus accrued interest totaling $75~~respectively,~~346~~ ~~through~~into ~~such~~a ~~date,~~total ~~into~~of 62,~~720~~500,~~906~~330 shares of the Company’s common stock.

40On March 20, 2023, the Company entered into a securities purchase agreement with USMC pursuant to which USMC may purchase up to $1,000,000 of the Company’s 5% unsecured two-year promissory notes in one or more closings. The notes are convertible into the Company’s common stock at a conversion price of $0.10 per share. USMC purchased notes in the principal amounts of $412,533 and $193,935 on May 31, 2023 and June 30, 2023. On January 31, 2024, USMC converted the outstanding principal of both notes and accrued interest of $22,152 and $9,139 on the May 31, 2023 and the June 30, 2023 notes, respectively, into a total of 6,377,593 shares of the Company’s common stock.

On ~~November~~April 251, 2020, the Company entered into a ~~Securities~~purchase ~~Purchase~~and ~~Agreement~~sale agreement with ~~USMC~~the ~~pursuant~~Bremer toFamily ~~which~~1995 ~~USMC~~Living ~~may~~Trust, ~~purchase~~a uptrust tocontrolled ~~$2,000,000~~by John Bremer, a director of the Company’s, 5%pursuant ~~unsecured~~to ~~two-year~~which ~~promissory~~the ~~notes~~Company inagreed ~~one~~to orpurchase ~~more~~the ~~closings.~~Snow ~~The~~White ~~notes~~Mine ~~are~~for ~~convertible~~$836,000 ~~into~~plus ~~the~~5% ~~Company’s~~interest ~~common~~payable ~~stock~~ at athe ~~conversion~~closing ~~price~~which ofwas ~~$0.088~~to ~~per~~occur ~~share.~~at ~~USMC~~any ~~purchased~~time ~~notes~~before inApril ~~the~~1, ~~principal~~2022. ~~amounts~~On ofApril ~~$822~~14,~~000,~~ ~~and $579~~2022,~~796~~ onthe ~~December 1,~~agreement ~~2020~~was ~~and~~amended ~~March~~to ~~17,~~extend ~~2021,~~the closing ~~respectively.~~date Onto ~~March~~April 14, ~~2022,~~2023. inOn ~~connection~~April ~~with the November 25~~7, ~~2020~~2023, ~~Securities~~the ~~Purchase~~agreement ~~Agreement, USMC~~was ~~purchased~~further aamended ~~convertible~~to ~~note~~extend in the ~~amount~~closing ofdate ~~$884~~to April 1,~~429~~ 2024. On ~~April 7~~July 12, ~~2022~~2024, ~~USMC~~the ~~converted~~agreement was further amended to extend the ~~aggregate~~closing ~~outstanding~~date ~~principal~~to ~~balance of~~July $212,~~286,261of~~ ~~the~~2026.The ~~November~~Company ~~25,~~is ~~2020~~required ~~note~~to ~~and~~make ~~March~~minimum ~~14,~~royalty payments ~~2022~~of ~~note~~$3,500 ~~plus~~per ~~accrued~~year. ~~interest~~The ~~totaling~~Company ~~$88,965~~has ~~through~~not ~~such~~made ~~date,~~royalty ~~into~~payments ~~22,864,502 shares~~to ofMr. ~~the~~Bremer ~~Company’s~~since ~~common~~December ~~stock~~31, 2018.

On April 7, 2022, the Company entered into a Securities Purchase Agreement with USMC pursuant to which USMC may purchase up to $1,000,000 of the Company’s 5% unsecured two-year promissory notes in one or more closings. The notes are convertible into the Company’s common stock at a conversion price of $0.39 per share. USMC purchased notes in the principal amounts of $470,862, $140,027, and $308,320 on August 30, 2022, November 29, 2022, and February 28, 2023, respectively. On January 31, 2024, USMC converted the outstanding principal of the three notes and accrued interest of $33,476, $8,210, and $14,233 on the August 30, 2022, the November 29, 2022, and the February 28, 2023 notes, respectively, into a total of 2,500,330 shares of the Company’s common stock.

On March 20, 2023, the Company entered into a Securities Purchase Agreement with USMC pursuant to which USMC may purchase up to $1,000,000 of the Company’s 5% unsecured two-year promissory notes in one or more closings. The notes are convertible into the Company’s common stock at a conversion price of $0.10 per share. USMC purchased notes in the principal amounts of $412,533 and $193,935 on May 31, 2023 and June 30, 2023. On January 31, 2024, USMC converted the outstanding principal of both notes and accrued interest of $22,152 and $9,139 on the May 31, 2023 and the June 30, 2023 notes, respectively, into a total of 6,377,593 Shares of the Company’s common stock.

In connection with the Snow White Mine property, owned by John Bremer, a director of the Company, the Company is required to make minimum royalty payments of $3,500 per year. The Company has not made royalty payments to Mr. Bremer since December 31, 2018.

US Mine LLC

On May 27, 2021, the Company entered into ~~the~~a ~~Materials~~materials ~~Extraction~~extraction ~~Agreement~~agreement with US Mine, LLC, (the “~~Material~~Materials Extraction Agreement”) pursuant to which the Company acquired the right to extract up to 100,000,000 tons of certain raw clay materials. A. Scott Dockter, ~~and~~ John Bremer, and Craig Barto each own 33% of US Mine LLC. The Materials Extraction Agreement is effective until 100,000,000 tons of material are extracted. As compensation for such right, the Company issued a ten-year convertible promissory note in the principal amount of $50,000,000 to US Mine, LLC (the “US Mine Note”). The US Mine Note bears interest at the rate of 2.5% per annum which is payable upon maturity. Amounts due under the US Mine Note may be converted into shares of the Company’s common stock at the option of the noteholder, at a conversion price of $0.43 per share. The noteholder may convert (i) up to 50% of the outstanding balance on or after such date as the Company’s common stock is listed for trading on any national securities exchange, (ii) up to an additional 25% of the outstanding balance on or after the six-month anniversary of such initial trading date, and (iii) the remaining 25% on or after the twelve-month anniversary of such initial trading date. In addition, the Company will pay US Mine, LLC a royalty fee of $5.00 per ton of materials extracted and any royalty not paid in a timely manner with be subject to 15% interest per annum and compounded monthly.

On October 6, 2021, and prior to consummation of activities under the Materials Extraction Agreement, the Company and US Mine, LLC executed an amendment to the Materials Extraction Agreement ~~was amended~~, pursuant to which the US Mine Note was terminated and of no further force and an option to purchase an aggregate of 116,000,000 shares of the Company’s common stock at an exercise price of $0.38 per share ~~until~~ until April 6, 2028, was issued to US Mine, LLC as compensation. Shares subject to the option vested as to 58,000,000 shares on April 6, 2022, 29,000,000 shares on October 6, 2022, and 29,000,000 shares on April 6, 2023. This ~~agreement~~Materials Extraction Agreement was further amended and restated in June 2022 to state that the Note was retroactively rescinded ab initio.

~~Line~~Note ofpayable ~~Credit~~ – USMC

On ~~July~~February 108, ~~2023~~2024, the Company ~~entered~~issued ~~into~~ a ~~line~~two-year of$618,000 ~~credit agreement and~~ unsecured convertible ~~grid promissory~~ note ~~with~~to USMC. ~~The July 10, 2023 line of credit agreement provides~~ for the ~~issuance~~payment ofby upUSMC toof anattorney ~~aggregate~~fees on ofbehalf ~~$1,000,000~~ of ~~advances~~the ~~from~~Company ~~USMC~~for ~~under~~the ansettlement ~~unsecured convertible~~of ~~grid~~a ~~promissory~~lawsuit ~~note~~with ~~(See~~a ~~Note~~third ~~12) until July 2024~~party. The note bears interest at 8% per annum and any outstanding ~~principal~~ orprincipal and accrued interest ~~under~~are ~~the note is~~ convertible into shares of the Company’s common stock at a conversion price of $0.1008 per share at on the ~~maturity~~sole ~~date.~~discretion As of the ~~date~~noteholder. As of ~~this~~February ~~filing~~28, 2025, there have been $~~919~~618,~~135~~000 ~~total~~in advances from USMC under the ~~July~~note ~~10, 2023~~and ~~line of credit agreement. As of February 28, 2024, the~~ accrued interest on the ~~July~~note ~~10, 2023 line of credit~~ was $1842,~~629~~093.

Lines of Credit – USMC

On July 10, 2023, the Company entered into a line of credit agreement and unsecured convertible grid promissory note with USMC which provides for the issuance of up to an aggregate of $1,000,000 of advances from USMC under an unsecured convertible grid promissory note until July 10, 2024. The note bears interest at 8% per annum and any outstanding principal or accrued interest under the note is convertible into shares of the Company’s common stock at a conversion price of $0.10 per share on the maturity date. As of February 28, 2025, the accrued interest on the July 10, 2023 line of credit was $0. On March 31, 2024, the noteholder converted the line of credit principal of $1,000,000 and accrued interest of $25,640 into 10,256,400 shares of common stock.

On March 7, 2024, the Company entered into a line of credit agreement and unsecured convertible grid promissory note with USMC which provides for the issuance of up to an aggregate of $1,000,000 of advances from USMC under an unsecured convertible grid promissory note (See Note 12) until March 7, 2025. The note bears interest at 8% per annum and any outstanding principal or accrued interest under the note is convertible into shares of the Company’s common stock at a conversion price of $0.08 per share on the maturity date. As of February 28, 2025, there have been $1,000,000 total advances from USMC under the line of credit agreement. As of February 28, 2025, the accrued interest on the July 10, 2023 line of credit was $51,928.

USMC has advanced the Company $238,449 as of February 28, 2025.

Board of Directors

On August 26, 2022, the Company issued an immediately exercisable five-year option to Jeffrey Guzy, a director, to purchase 250,000 shares of common stock with an exercise price of $0.24 per share for board services.

On August 26, 2022, the Company issued an immediately exercisable five-year option and four-year option to Dr. Kimberly Kurtis, a director, to purchase 200,000 shares of common stock and 242,424 shares of common stock, for board services and for science advisory regarding performance of SCM testing, respectively, of common stock with an exercise price of $0.24 per share.

On April 8, 2023, the Company issued an immediately exercisable five-year option to Jeffrey Guzy, a director, to purchase 350,000 shares of common stock with an exercise price of $0.10 per share for board services.

On August 10, 2023, the Company issued an immediately exercisable five-year option to Dr. Kimberly Kurtis, a director, to purchase 200,000 shares of common stock with an exercise price of $0.15 per share for board services.

On September 13, 2023, the Company issued an immediately exercisable five-year option to Brady Barto, a former director, to purchase 200,000 ~~shares~~ shares of common stock with an exercise price of $0.15 per share for board services.

Executive ~~Officer~~Officers

InOn ~~connection~~August ~~with~~31, ~~Michael~~2017, ~~Fay’s~~the ~~appointment~~Company asissued ~~Chief~~a ~~Financial~~promissory ~~Officer~~note ofin the ~~Company,~~principal onamount ~~January~~of 21$197,096 ~~2021,~~to ~~the~~A. ~~Company~~Scott ~~granted~~Dockter, ~~Mr.~~President, Chief Executive ~~Fay~~Officer and a ~~five-year~~director ~~stock~~of ~~option~~the Company to ~~purchase~~consolidate ~~200,000~~total ~~shares~~amounts of ~~the~~indebtedness ~~Company’s~~due ~~common~~to ~~stock~~Mr. atDockter. anThe ~~exercise~~note ~~price~~bears ofinterest ~~$0.67~~at ~~per~~6% and ~~share~~is due upon demand. ~~The~~ ~~shares~~Since ~~subject~~December to1, 2020, the ~~option~~Company ~~became~~has ~~exercisable~~repaid on$127,816 ~~January~~towards ~~21,~~the ~~2022~~balance of the note. OnAs ~~March~~of ~~25,~~February ~~2021~~28, ~~Mr.~~2025 the ~~Fay~~outstanding ~~resigned~~principal asbalance ~~Chief~~due ~~Financial~~on ~~Officer of~~this ~~the~~note ~~Company~~is $0 and ~~his~~the ~~option~~accrued ~~terminated~~interest ~~unexercised~~is $42,263.

OnIn ~~August~~connection ~~31,~~with ~~2017,~~Stephen ~~the~~Gillings’ ~~Company~~appointment ~~issued~~as aChief ~~promissory~~Financial ~~note~~Officer inof the ~~principal amount of $197~~Company,~~096~~ toon A.December ~~Scott Dockter~~13, ~~President~~2023, ~~Chief Executive Officer and a director of~~ the Company ~~to consolidate total amounts of indebtedness due to~~ granted Mr. ~~Dockter.~~Gillings ~~The~~a ~~note~~five-year ~~bears~~stock ~~interest~~option atto ~~6% and~~purchase ~~is due upon demand. Since December 1~~200,000 ~~2020,~~shares of the Company’s ~~has~~common ~~repaid~~stock ~~$99,100~~at ~~towards~~an ~~the~~exercise ~~balance~~price of ~~the~~$0.09 ~~note~~per share. AsThe ofshares ~~February~~subject ~~28,~~to ~~2024~~ the ~~outstanding~~option ~~principal~~became ~~balance~~exercisable ~~due~~ on ~~this~~December ~~note is $8~~13,~~716~~ 2024.

Bayshore Capital Advisors, LLC

On February 26, 2016, the Company issued a 6% promissory note in the principal amount of $25,000 to Bayshore Capital Advisors, LLC (“Bayshore Capital”), a former 5% shareholder of the Company. The note was payable upon the earlier of August 26, 2016 or the closing of a bridge financing by the Company. As of November 30, 2022, the Company was in default on this note. On February 4, 2023, Bayshore Capital agreed to cancel the $25,000 debt, plus $10,~~146~~401 of accrued and unpaid interest.

5% Shareholder

On June 3, 2022, in conjunction with a settlement agreement with Agregen, Robert Hurtado, James Todd Gauer and John Gingerich, the Company granted James Todd Gauer, a 5% stockholder, an option to purchase 8,669,400 shares of common stock at an exercise price of $2.50.

Director Independence

We believe that Jeffrey Guzy and Kimberly Kurtis would be deemed “independent” under the applicable NASDAQ definition.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit and Accounting Fees

The following table sets forth the aggregate fees billed to the Company for professional services rendered by our principal accountants, Turner, Stone & Company, LLP (“TSC”) for the years ended November 30, ~~2023~~2024 and ~~2022~~2023:

	Years Ended November 30,
Services	~~2023~~2024		~~2022~~2023
Audit fees	$	6068,~~800~~250	$	6560,~~300~~800
Audit related fees		-		-
Tax fees		-		-
All other fees		-		-
Total fees	$	6068,~~800~~250	$	6560,~~300~~800.

Audit Fees

Audit fees consist of fees incurred for professional services rendered for the audit of our annual consolidated financial statements, the review of our interim consolidated financial statements included in our quarterly reports on Form 10-Q and for services that are normally provided in connection with statutory or regulatory filings or engagements.

Audit-Related Fees

Audit-related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our financial statements but are not reported under “Audit fees.”

Tax Fees

Tax fees consist of fees billed for professional services relating to tax compliance, tax planning, and tax advice. including the preparation of our corporate tax returns.

All Other Fees

All other fees consist of fees billed for services not associated with audit or tax.

Audit Committee’s Pre-Approval Practice

Prior to the engagement of our independent auditor, such engagement was approved by our audit committee. The services provided under this engagement may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent auditors and management are required to report to our audit committee at least quarterly regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. Our audit committee may also pre-approve particular services on a case-by-case basis. All audit-related fees, tax fees and other fees incurred by us were approved by our audit committee.

Pre-Approval of Audit and Permissible Non-Audit Services

The percentage of hours expended TSC’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was 0%.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following exhibits are included as part of this Annual Report:

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	Exhibit	Filing Date
2.1	Plan and Agreement of Reorganization among Port of Call Online, Inc., PureBase, Inc. and certain stockholders of PureBase, Inc., dated December 23, 2014	8-K	2.1	12/24/2014
2.2	Plan and Agreement of Reorganization among PureBase, Inc., US Agricultural Minerals, LLC and the members of US Agricultural Minerals, LLC, dated November 24, 2014	8-K	10.4	12/24/2014
3.1	Articles of Incorporation	S-1	3.1	055/13/2013
3.2	Certificate of Change to Articles of Incorporation (stock split), effective November 7, 2014	10-K	3.1.2	033/16/2015
3.3	Amendment to the Articles of Incorporation (stock split), effective January 12, 2015	10-K	3.1.3	033/16/2015
3.4	Certificate of Change to Articles of Incorporation (stock split), effective June 15, 2015	8-K	3.1.4	066/16/2015
3.5	Bylaws	S-1	3.2	055/13/2013
4.1	Description of Securities	10-K	4.1	033/16/2021
4.2	Form of 5% Unsecured Convertible Promissory Note	8-K	4.1	04/14/2022
10.1	Distribution Agreement between the Company and New Ag Technologies, Inc., dated September 5, 2019	10-Q	10.1	10/18/2019
10.2	Compensation Committee Charter	10-K	10.12	2/28/2020
10.3	Purchase and Sale Agreement between the Company and Bremer Family 1995 Living Family Trust, dated April 1, 2020	8-K	10.13	4/03/2020
10.4	Director Agreement dated as of April 8, 2020, between the Company and Jeffrey Guzy	8-K	10.14	4/09/2020
10.5	Materials and Supply Agreement between the Company and US Mine Corp, dated April 22, 2020	8-K	10.1	4/28/2020
10.6	Materials Extraction Agreement, dated May 27, 2021, by and between the Company and US Mine, LLC	8-K	10.14	5/27/2021
10.7	2.5% Convertible Note between the Company and US Mine, LLC, dated May 27, 2021	8-K	4.2	5/27/2021
10.8	Director Agreement, dated as of August 13, 2021, between the Company and Kimberly Kurtis	8-K	10.15	8/17/2021
10.9	Option Agreement, dated August 13, 2021, between the Company and Kimberly Kurtis	8-K	10.16	8/17/2021
10.10	Amendment to Materials Extraction Agreement, dated October 6, 2021, between the Company and US Mine, LLC	8-K	10.17	10/06/2021
10.11	Stock Option Agreement, dated October 6, 2021, between the Company to US Mine, LLC	8-K	10.18	10/06/2021
10.12	Investment Banking Agreement, dated May 19, 2022 between the Company and Newbridge Securities Corporation	10-K	10.26	2/28/2023

4.3	5% Convertible Note between the Company and US Mine Corp., dated March 14, 2022	8-K	4.2	04/14/2022
10.13	Amendment No. 1 to Director Agreement, dated August 26, 2022, between the Company and Jeffrey Guzy	10-K	10.27	2/28/2023
4.4	8% Unsecured Convertible Grid Note issued to US Mine Corp. on July 10, 2023	8-K	4.1	07/13/2023
10.14	Amendment No. 1 to Director Agreement, dated August 26, 2022, between the Company and Dr. Kimberly Kurtis	10-K	10.28	2/28/2023
10.1	Distribution Agreement between the Company and New Ag Technologies, Inc., dated September 5, 2019	10-Q	10.1	10/18/2019
10.15	First Amendment to Purchase and Sale Agreement, dated April 14, 2022, between the Company and Bremer Family 1995 Living Family Trust	8-K	10.3	4/14/2022
10.2	Debt Exchange Agreement between the Company and US Mine Corp, dated September 5, 2019	8-K	10.10	09/10/2019
10.16	Amended and Restated Amendment to Materials Extraction Agreement, dated June 17, 2022, by and between the Company and US Mine, LLC	8-K/A	10.22	6/21/2022
10.3	Securities Purchase Agreement between the Company and US Mine Corp, dated September 26, 2019	10-Q	4.1	10/18/2019
10.17	Settlement Agreement, dated June 2, 2022, among the Company, Agregen International Corporation, Robert Hurtado, James Todd Gauer and John Gingerich.	8-K/A	10.1	9/30/2022
10.4	Securities Purchase Agreement between the Company and US Mine Corp, dated March 17, 2021	8-K	10.1	03/23/2021
10.18	Option Agreement, dated June 3, 2022.	8-K/A	10.2	9/30/2022
10.5	Amendment to Debt Exchange Agreement, dated February 7, 2020, between the Company and US Mine Corp.	8-K	10.1	02/13/2020
10.19	Ione Lease Amendment, dated 11/1/2022	10-K	10.35	2/28/2023
10.6	Investment Banking Agreement, dated October 23, 2018 between the Company and Newbridge Securities Corporation	10-K	10.11	02/28/2020
10.20	2017 Stock Option Plan	10-K	10.36	2/28/2023
10.7	Compensation Committee Charter	10-K	10.12	02/28/2020
10.21	Amended and Restated Amendment to Materials Extraction Agreement, dated June 17, 2022, by and between Purebase Corporation and US Mine, LLC	8-K/A	10.22	6/21/2022
10.8	Purchase and Sale Agreement between the Company and Bremer Family 1995 Living Family Trust, dated April 1, 2020	8-K	10.13	04/03/2020
10.22	Director Agreement, dated September 11, 2023, between the Company and Brady Barto	8-K	10.38	9/15/2023
10.9	Director Agreement dated as of April 8, 2020, between the Company and Jeffrey Guzy	8-K	10.14	04/09/2020
10.23	Option Agreement, dated September 11, 2023, between the Company and Brady Barto	8-K	10.39	9/15/2023
10.10	Materials and Supply Agreement between the Company and US Mine Corp, dated April 22, 2020	8-K	10.1	04/28/2020
10.24	Second Amendment to Materials Extraction Agreement, dated November 1, 2023	8-K	10.1	11/07/2023
10.11	Asset Purchase Agreement by and between the Company and Quove Corporation, dated May 1, 2020	8-K	10.1	05/07/2020
10.25	Employment Agreement, dated December 13, 2023, between the Company and Stephen Gillings	8-K	10.1	12/15/2023
10.12	5% Convertible Note between the Company and US Mine Corp, dated December 1, 2019	10-K	10.11	03/16/2021
10.26	Advisory Service Agreement, dated June 9, 2023, between the Company and Karen Scrivener	10-K	10.43	2/28/2024
10.13	5% Convertible Note between the Company and US Mine Corp, dated January 1, 2020	10-K	10.12	03/16/2021
10.27	Line of Credit Agreement, dated March 7, 2024, between the Company and US Mine Corp.	8-K	10.1	4/15/2024
10.14	5% Convertible Note between the Company and US Mine Corp, dated February 1, 2020	10-K	10.13	03/16/2021
14.1	Code of Business Conduct and Ethics	10-K	14	2/28/2018
10.15	5% Convertible Note between the Company and US Mine Corp, effective December 1, 2020	10-K	10.15	03/15/2022
19*	Insider Trading Policy
10.16	5% Convertible Note between the Company and US Mine Corp, dated March 17, 2021	8-K	4.1	03/23/2021
21.1	Subsidiaries of the Registrant	10-K	21.1	2/28/2020
10.17	Materials Extraction Agreement, dated May 27, 2021, by and between the Company and US Mine, LLC	8-K	10.14	05/27/2021
31.1*	Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer
10.18	2.5% Convertible Note between the Company and US Mine, LLC, dated May 27, 2021	8-K	4.2	05/27/2021
31.2*	Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer
10.19	Director Agreement, dated as of August 13, 2021, between the Company and Kimberly Kurtis	8-K	10.15	08/17/2021
32.1**	Section 1350 Certification of Chief Executive Officer
10.20	Option Agreement, dated August 13, 2021, between the Company and Kimberly Kurtis	8-K	10.16	08/17/2021
32.2**	Section 1350 Certification of Chief Financial Officer
10.21	Amendment to Materials Extraction Agreement, dated October 6, 2021, between the Company and US Mine, LLC	8-K	10.17	10/06/2021
101.INS	Inline XBRL Instance Document*
10.22	Stock Option Agreement, dated October 6, 2021, between the Company to US Mine, LLC	8-K	10.18	10/06/2021
101.SCH	Inline XBRL Taxonomy Extension Schema*
10.23	5% Convertible Note between the Company and US Mine Corp, dated March 14, 2022	10-K	10.23	02/28/2023
101.CAL	Inline XBRL Taxonomy Calculation Linkbase*
10.24	5% Convertible Note between the Company and US Mine Corp, dated August 30, 2022	10-K	10.24	02/28/2023
101.LAB	Inline XBRL Taxonomy Label Linkbase*
10.25	5% Convertible Note between the Company and US Mine Corp, dated November 29, 2022	10-K	10.25	02/28/2023
101.PRE	Inline XBRL Definition Linkbase Document*
10.26	Investment Banking Agreement, dated May 19, 2022 between the Company and Newbridge Securities Corporation	10-K	10.26	02/28/2023
101.DEF	Inline XBRL Definition Linkbase Document*

10.27	Amendment No. 1 to Director Agreement, dated August 26, 2022, between the Company and Jeffrey Guzy	10-K	10.27	02/28/2023
10.28	Amendment No. 1 to Director Agreement, dated August 26, 2022, between the Company and Dr. Kimberly Kurtis	10-K	10.28	02/28/2023
10.29	First Amendment to Promissory Notes, dated April 7, 2022, by and between the Company and U.S. Mine Corp.	8-K	10.1	04/14/2022
10.30	Securities Purchase Agreement, dated April 7, 2022, effective as of March 23, 2022, between the Company and US Mine Corp.	8-K	10.2	04/14/2022
10.31	First Amendment to Purchase and Sale Agreement, dated April 14, 2022, between the Company and Bremer Family 1995 Living Family Trust	8-K	10.3	04/14/2022
10.32	Amended and Restated Amendment to Materials Extraction Agreement, dated June 17, 2022, by and between the Company and US Mine, LLC	8-K/A	10.22	06/21/2022
10.33	Settlement Agreement, dated June 2, 2022, among the Company, Agregen International Corporation, Robert Hurtado, James Todd Gauer and John Gingerich.	8-K/A	10.1	09/30/2022
10.34	Option Agreement, dated June 3, 2022.	8-K/A	10.2	09/30/2022
10.35	Ione Lease Amendment, dated 11/1/2022	10-K	10.35	02/28/2023
10.36	2017 Stock Option Plan	10-K	10.36	02/28/2023
10.37	Amended and Restated Amendment to Materials Extraction Agreement, dated June 17, 2022, by and between Purebase Corporation and US Mine, LLC	8-K/A	10.22	06/21/2022
10.38	Line of Credit Agreement, dated July 10, 2023 between the Company and US Mine Corp	8-K	10.1	07/13/2023
10.39	Director Agreement, dated September 11, 2023, between the Company and Brady Barto	8-K	10.38	09/15/2023
10.40	Option Agreement, dated September 11, 2023, between the Company and Brady Barto	8-K	10.39	09/15/2023
10.41	Second Amendment to Materials Extraction Agreement, dated November 1, 2023	8-K	10.1	11/07/2023
10.42	Employment Agreement, date December 13, 2023, between the Company and Stephen Gillings	8-K	10.1	12/15/2023
10.43*	Advisory Service Agreement, dated June 9, 2023, between the Company and Karen Scrivener
14.1	Code of Business Conduct and Ethics	10-K	14	2/28/2018
21.1	Subsidiaries of the Registrant	10-K	21.1	02/28/2020
31.1*	Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer
31.2*	Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer
32.1**	Section 1350 Certification of Chief Executive Officer
32.2**	Section 1350 Certification of Chief Financial Officer
101.INS	Inline XBRL Instance Document*
101.SCH	Inline XBRL Taxonomy Extension Schema*
101.CAL	Inline XBRL Taxonomy Calculation Linkbase*
101.LAB	Inline XBRL Taxonomy Label Linkbase*
101.PRE	Inline XBRL Definition Linkbase Document*
101.DEF	Inline XBRL Definition Linkbase Document*

* Filed herewith

** Furnished herewith

ITEM 16. FORM 10-K SUMMARY

None

4544

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

PUREBASE CORPORATION

By:	/s/ A. Scott Dockter
A. Scott Dockter
Chief Executive Officer and President (Principal Executive Officer)
Date:	February 28, ~~2024~~2025
By:	/s/ Stephen Gillings
Stephen Gillings
Chief Financial Officer (Principal Financial and Accounting Officer)
Date:	February 28, ~~2024~~2025

4645

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:	/s/ A. Scott Dockter
A. Scott Dockter
Chief Executive Officer, President and Director
Chief Executive Officer, Chief Financial Officer, President and Director
Date:	February 28, ~~2024~~2025
By:	/s/ Jeffrey Guzy
Jeffrey Guzy
Director
Date:	February 28, 2024
By:	/s/ John Bremer
John Bremer
Director
Date:	February 28, 2024
By:	/s/ Kimberly Kurtis
Kimberly Kurtis
Director
Date:	February 28, 2024
By:	/s/ Brady Barto
Brady Barto
Director
Date:	February 28, 2024

By:	/s/ Jeffrey Guzy
Jeffrey Guzy
Director
Date:	February 28, 2025

By:	/s/ John Bremer
John Bremer
Director
Date:	February 28, 2025

By:	/s/ Kimberly Kurtis
Kimberly Kurtis
Director
Date:	February 28, 2025

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

PUREBASE CORPORATION AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS NOVEMBER 30, ~~2022~~2024 AND ~~2021~~2023

TABLE OF CONTENTS

	~~Page~~	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PCAOB ID No. #76	~~F-2~~	F-2
CONSOLIDATED FINANCIAL STATEMENTS:
Consolidated Balance Sheets as of November 30, 2023 and November 30, 2022	F-4
Consolidated Balance Sheets as of November 30, 2024 and November 30, 2023		F-4
Consolidated Statements of Operations For the Years Ended November 30, 2023 and November 30, 2022	F-5
Consolidated Statements of Operations For the Years Ended November 30, 2024 and November 30, 2023		F-5
Consolidated Statements of Stockholders’ Deficit For the Years Ended November 30, 2023 and November 30, 2022	F-6
Consolidated Statements of Stockholders’ Deficit For the Years Ended November 30, 2024 and November 30, 2023		F-6
Consolidated Statements of Cash Flows For the Years Ended November 30, 2023 and November 30, 2022	F-7
Consolidated Statements of Cash Flows For the Years Ended November 30, 2024 and November 30, 2023		F-7
Notes to Consolidated Financial Statements For the Years Ended November 30, 2023 and November 30, 2022	F-8
Notes to Consolidated Financial Statements		F-8

F-1

Your Vision Our Focus

~~Report~~REPORT ofOF ~~Independent~~INDEPENDENT ~~Registered~~REGISTERED ~~Public~~PUBLIC ~~Accounting~~ACCOUNTING ~~Firm~~FIRM

~~Board~~To the Board of Directors and ~~Shareholders~~Stockholders of Purebase Corporation

Purebase Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Purebase Corporation and its subsidiaries (the “Company”) as as of November 30, ~~2023~~2024 and ~~2022~~2023, and the related consolidated statements of operations, stockholders’ deficit, and cash flows ~~for~~ for each of the years ~~then~~in the two-year period ended November 30, 2024, and the related notes (collectively referred to as the “ financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of November 30, ~~2023~~2024 and ~~2022~~2023, and the results of its operations and its cash flows for ~~for~~ each of the ~~two~~ years in the two-year period ended November 30, ~~2023~~2024, in conformity with accounting principles generally accepted in the United States of America.

~~Explanatory Paragraph -~~ Going Concern

The accompanying financial statements have been prepared assuming that the ~~entity~~Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company ~~had~~has arecurring ~~significant~~losses ~~accumulated deficit, working capital deficit, net loss~~ from operations and negative cash flows from ~~operations~~operating ~~that~~activities, ~~raise~~which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the ~~entity~~Company’s management. Our responsibility is to express an opinion on ~~these~~the ~~financial~~Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to ~~Purebase~~the ~~Corporation~~Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. ~~Purebase Corporation~~The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the ~~entity~~Company’s internal control over financial reporting. Accordingly, we express no such opinion.

F-2

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

~~The~~Critical ~~critical~~ audit matters ~~communicated below~~ are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial ~~statements~~ statements and (2) involved our especially challenging, subjective, or complex judgments. ~~The~~We ~~communication~~determined ofthat ~~critical~~there ~~audit~~were ~~matters does~~no ~~not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the~~ critical audit ~~matters~~ ~~below, providing separate opinions on the critical audit~~ matters ~~or on the accounts or disclosures to which they relate~~.

~~Fair~~Turner, ~~Value~~Stone of& ~~Stock~~Company, ~~Options~~L.L.P.

~~Critical~~We ~~Audit~~have ~~Matter~~served ~~Description:~~as the Company’s auditor since 2019.

As discussed in Note 11 to the financial statements, the Company uses the Black-Scholes option pricing model to estimate the fair value of its stock options issued for goods and services. The Black-Scholes option pricing model involves the use of several significant estimates such as the expected life of the award, expected share price volatility, dividend yield, and risk-free interest rate.

Given the significant estimates involved in estimating the fair value of stock options granted, the related audit effort in evaluating management’s estimates required a high degree of auditor judgment.

How the Critical Audit Matter was Addressed in the Audit:

We obtained an understanding over the Company’s process to estimate the fair value of stock options, including how the Company develops each of the estimates required to utilize the Black-Scholes option pricing model. We applied the following audit procedures related to testing the Company’s estimates utilized in Black-Scholes option-pricing model:

- We reviewed the Company’s dividend history, noting the Company has not issued dividends historically and management has indicated that no future dividends were currently anticipated. - We compared the Company’s risk-free interest rate used to the comparable United States treasury yield for a term comparable to the stock options’ expected term. - We recalculated the Company’s historic share price volatility for a term comparable to the stock options’ expected term. - We recalculated the expected term of the stock options using the simplified method.

/s/ Turner, Stone & Company, L.L.P.

Dallas, Texas

February 28, ~~2024~~2025

We have served as Purebase Corporation’s auditor since 2019.

F-3

PUREBASE CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	November 30,			November 30,
	2023			2022
	2024			2023
ASSETS
Current Assets:
Cash and cash equivalents	$	528,~~572~~100		$	195,~~055~~572
Prepaid expenses and other assets		1519,~~434~~512			415,~~731~~434
Total Current Assets		2147,~~006~~612			2321,~~786~~006
Property and equipment, net		~~750~~749,~~716~~437			~~620~~750,~~000~~716
Right of use asset		~~39,799~~-			7939,~~599~~799
Total Assets	$	~~811~~797,~~521~~049		$	~~723~~811,~~385~~521
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	$	~~481~~93,~~024~~548		$	~~115~~361,~~478~~013
Settlement liability		618,000			400,000
Interest payable, related parties		74,673			120,011
Line of credit, current		346,735			-
Settlement liability		-			618,000
Lease liability, current		40,880			38,882
Line of credit, current		898,449			346,735
Note payable to officer		8,716			28,716
Lease liability, current		-			40,880
Convertible notes payable, related party		19,000			36,000
Note payable to officer		-			8,716
Notes payable, related party		-			25,000
Note payable, related party		31,000			-
Notes payable		-			25,000
Note payable		31,000			-
Total Current Liabilities		1,514,355			644,076
Convertible notes payable, related party		43,000			19,000
Lease liability, net of current portion		-			40,880
Total Current Liabilities		1,140,670			1,514,355
Convertible notes payable; related party, net of current portion		1,525,676			610,889
Interest payable, related party convertible note payable, net of current portion		29,733			-
Total Liabilities		3,040,031			1,295,845
Convertible notes payable; related party, net of current portion		618,000			1,525,676
Total Liabilities		1,788,403			3,040,031
Commitments and Contingencies (Note 9)		-			-
Stockholders’ Deficit:
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding, at November 30, 2023 and November 30, 2022, respectively		-			-
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding at November 30, 2024 and November 30, 2023		-			-
Common stock, $0.001 par value; 520,000,000 shares authorized; 230,863,005 and 230,753,005 shares issued and outstanding, at November 30, 2023 and November 30, 2022, respectively		230,863			160,350
Common stock, $0.001 par value; 520,000,000 shares authorized; 250,447,331 and 230,863,005 shares issued and outstanding at November 30, 2024 and November 30, 2023, respectively		250,447			230,863
Additional paid in capital		6062,~~271~~966,~~605~~722			5260,~~910~~271,~~839~~605
Accumulated deficit		(6264,~~730~~208,~~978~~523	)		(5362,~~643~~730,~~649~~978	)
Total Stockholders’ Deficit		(2991,~~228,510~~354	)		(~~572~~2,~~460~~228,510	)
Total Liabilities and Stockholders’ Deficit	$	~~811~~797,~~521~~049		$	~~723~~811,~~385~~521

The accompanying notes are an integral part of these consolidated financial statements.

F-4

PUREBASE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

	November 30, 2023			November 30, 2022
	For the Year Ended
	November 30, 2023			November 30, 2022
	November 30, 2024			November 30, 2023
Revenue, net	$	~~325~~310,~~875~~511		$	~~471~~325,~~608~~875
Cost of goods sold		9680,~~148~~703			~~132~~96,~~247~~148
Gross margin		229,~~727~~808			~~339~~229,~~361~~727
Operating Expenses:
Selling, general and administrative		1,~~541~~584,~~238~~333			1,~~261~~538,~~495~~838
Stock based compensation		720,~~391,278~~762			317,~~622~~391,~~178~~278
Total Operating Expenses		81,~~932~~605,~~516~~095			328,~~883~~930,~~673~~116
Loss From Operations		(81,~~702~~375,~~789~~287	)		(328,~~544~~700,~~312~~389	)
Other Income (Expense):
Other income		~~310,401~~-			2310,~~007~~401
Other expense		~~(618,000~~-	)		-(618,000	)
Interest expense		(7699,~~941~~858	)		(4076,~~120~~941	)
Total Other Income (Expense)		(~~384~~99,~~540~~858	)		(38384,~~113~~540	)
Net Loss	$	(9,087,329	)	$	(32,582,425	)
Loss before provision for income taxes		(1,475,145	)		(9,084,929	)
Loss per Common Share - Basic and Diluted	$	(0.04	)	$	(0.14	)
Provision for income taxes		2,400			2,400
Weighted Average Shares Outstanding - Basic and Diluted		230,731,334			228,296,555
Net Loss	$	(1,477,545	)	$	(9,087,329	)
Loss per Common Share - Basic and Diluted	$	(0.01	)	$	(0.04	)
Weighted Average Shares Outstanding - Basic and Diluted		245,359,591			230,731,334

The accompanying notes are an integral part of these consolidated financial statements.

F-5

PUREBASE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

	Shares		Amount		Shares			Amount			Capital		Deficit			Deficit
	Preferred Stock				Common Stock						Additional Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares			Amount			Capital		Deficit			Deficit
Balance at November 30, 2021		-	$	-		215,380,751		$	215,380		$	18,660,460	$	(21,061,224	)	$	(2,185,384	)
Stock based compensation – shares		-		-		300,000			300			31,621,878		-			31,622,178
Convertible debt converted into common stock		-		-		23,741,654			23,742			2,549,429		-			2,573,171
Settlement shares surrendered		-		-		(8,669,400	)		(8,669	)		8,669		-			-
Net loss		-		-		-			-			-		(32,582,425	)		(32,582,425	)
Balance at November 30, 2022		-	$	-		230,753,005		$	230,753		$	52,840,436	$	(53,643,649	)	$	(572,460	)
Balance		-	$	-		230,753,005		$	230,753		$	52,840,436	$	(53,643,649	)	$	(572,460	)
Stock based compensation – options		-		-		-			-			7,387,279		-			7,387,279
Stock based compensation – shares		-		-		100,000			100			7,900		-			8,000
Stock based compensation - shares		-		-		100,000			100			7,900		-			8,000
Settlement share surrendered		-		-		(300,000	)		(300	)		300		-			-
Settlement shares surrendered		-		-		(300,000	)		(300	)		300		-			-
Conversion of board of director accrued debt		-		-		310,000			310			35,690		-			36,000
Net loss		-		-		-			-			-		(9,087,329	)		(9,087,329	)
Balance at November 30, 2023		-	$	-		230,863,005		$	230,863		$	60,271,605	$	(62,730,978	)	$	(2,228,510	)
Balance		-	$	-		230,863,005		$	230,863		$	60,271,605	$	(62,730,978	)	$	(2,228,510	)
Stock based compensation – options		-		-		-			-			16,762		-			16,762
Common stock issued for services		-		-		450,003			450			35,550		-			36,000
Convertible debt converted into common stock, related party		-		-		19,134,323			19,134			2,619,393		-			2,638,527
Contribution from expenses paid by related party		-		-		-			-			23,412		-			23,412
Net loss		-		-		-			-			-		(1,477,545	)		(1,477,545	)
Balance at November 30, 2024		-	$	-		250,447,331		$	250,447		$	62,966,722	$	(64,208,523	)	$	(991,354	)
Balance		-	$	-		250,447,331		$	250,447		$	62,966,722	$	(64,208,523	)	$	(991,354	)

Note: $70,403 was reclassified from additional paid-in capital to common stock to tie common stock dollars to $0.001 par value of 215,380,751 common shares outstanding at November 30, 2021.

The accompanying notes are an integral part of these consolidated financial statements.

F-6

PUREBASE CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	November 30, 2023			November 30, 2022
	For the Year Ended
	November 30, 2023			November 30, 2022
	November 30, 2024			November 30, 2023
Cash Flows From Operating Activities:
Net loss	$	(91,~~087~~477,~~329~~545	)	$	(329,~~582~~087,~~425~~329	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		720,~~391,278~~762			317,~~622~~391,~~178~~278
Amortization of debt discount		-			5,329
Non-cash board of director compensation		24,000			19,000
Non-cash board of director compensation		19,000			36,000
Gain on debt forgiveness		-			(35,401	)
Gain on debt forgiveness		(35,401	)		-
Gain on settlement		-			(275,000	)
Gain on settlement		(275,000	)		-
Right of use asset and liability, net		(1,081	)		918
Right of use asset and liability, net		918			(293	)
Common stock issued for services		36,000			-
Contribution from expenses paid by related party		23,412			-
Depreciation		2,817			-
Changes in operating assets and liabilities:
Accounts receivable		-			2,000
Prepaid expenses and other current assets		(8,078	)		(6,703	)
Prepaid expenses and other current assets		(6,703	)		(137	)
Accounts payable and accrued expenses		(267,465	)		313,202
Accounts payable and accrued expenses		375,947			79,094
Interest payable, related parties		97,246			62,745
Settlement liability		~~493~~(618,000	)		-493,000
Net Cash Used In Operating Activities		(12,~~124~~167,~~290~~932	)		(~~838~~1,~~254~~124,290	)
Cash Flows From Investing Activities:
Purchase of property and equipment		(~~130~~1,~~716~~538	)		-(130,716	)
Net Cash Used In Investing Activities		(~~130~~1,~~716~~538	)		-(130,716	)
Cash Flows From Financing Activities:
Advances from related parties, convertible notes payable		~~914~~618,~~788~~000			~~755~~914,~~000~~788
Proceeds from related party, line of credit		346,735			-
Loan from related party		31,000			-
Payments on notes payable to officer		(20,000	)		(30,000	)
Proceeds from related party, line of credit		1,551,714			346,735
Net Cash Provided By Financing Activities		1,241,523			725,000
Payments on notes payable, to officer		(8,716	)		(20,000	)
Net Decrease In Cash and Cash Equivalents		(13,483	)		(113,254	)
Net Cash Provided By Financing Activities		2,191,998			1,241,523
Cash and Cash Equivalents - Beginning of Year		19,055			132,309
Net Increase (Decrease) In Cash and Cash Equivalents		22,528			(13,483	)
Cash and Cash Equivalents - End of Year	$	5,572		$	19,055
Cash and Cash Equivalents - Beginning of Year		5,572			19,055
Cash and Cash Equivalents - End of Year	$	28,100		$	5,572
Supplemental Cash Flow Information:
Cash paid for:
Interest paid	$	-		$	-
Income taxes paid	$	-2,400		$	-2,400
Noncash operating and financing activities:
Due to affiliates exchanged for convertible debt	$	-		$	1,495,382
Convertible debt converted to common stock	$	2,638,527		$	-
Convertible debt converted to common stock	$	-		$	2,464,262
Vendors paid on behalf of the Company by USMC	$	24,431		$	15,853
Board of director compensation - accrued as convertible debt	$	19,000		$	36,000
Expenses paid on behalf of the Company by USMC	$	23,412		$	23,029
Vendors paid for on behalf of the company by USMC	$	15,853		$	11,323
Expenses paid for on behalf of the company by USMC	$	23,029		$	-

The accompanying notes are an integral part of these consolidated financial statements.

F-7

PUREBASE CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS

Corporate Overview

Purebase Corporation (“Purebase” or the “Company”) was incorporated in the State of Nevada on March 2, 2010. The Company is an industrial mineral and natural resource company that provides solutions to the agriculture and construction materials markets in the United States through its two subsidiaries, Purebase Agricultural, Inc., a Nevada corporation (“Purebase AG”), and U.S. Agricultural Minerals, LLC, a Nevada limited liability company (“Purebase AM”), respectively.

The Company is headquartered in Ione, California.

Agricultural Sector

The Company develops specialized ~~fertilizers,~~ sun protectants~~, soil amendments and bio-stimulants for organic and non-organic sustainable agriculture~~. The Company has developed and will seek to develop additional products derived from mineralized ~~materials~~ materials of ~~leonardite,~~ kaolin clay~~, laterite, and other natural minerals~~. These mineral and soil amendments are used to protect crops, plants and fruits from the sun and winter damage, to provide nutrients to plants, and to improve dormancy and soil ecology to help farmers increase the yields of their harvests. The Company is building a brand family under the parent trade name “Purebase,” consisting of its Purebase Shade Advantage (WP) product, a kaolin-clay based sun protectant for crops and Humic Advantage a humic acid product derived from leonardite. We also private label the Crop White II product for an end user.

Construction Sector

The Company has been developing and testing a kaolin-based product that it believes will help create a lower CO2-emitting concrete through the use of high-quality supplementary cementitious materials (“SCMs”). The Company is developing aan SCM that it believes ~~can~~ can potentially replace up to 40% of cement, the most polluting part of concrete. As government agencies continue to enact stricter requirements for less-polluting forms of concrete, the Company believes there are significant opportunities for high-quality SCM products in the construction~~-materials~~ materials sector.

The Company utilizes the services of US Mine Corporation (“USMC”), a Nevada corporation and a significant shareholder of the Company, for the development and contract mining of industrial ~~mineral~~minerals. ~~and~~A. ~~metal~~Scott ~~projects~~Dockter, ~~exploration~~the ~~drilling,~~Company’s ~~preparation~~Chief ofExecutive ~~feasibility~~Officer ~~studies,~~and ~~mine~~a ~~modeling~~director, ~~on-site~~and ~~construction,~~John ~~production~~Bremer, ~~site~~a ~~reclamation~~director, ~~and~~are ~~for~~also ~~product fulfillment. Exploration services include securing necessary permits~~officers, ~~environmental compliance~~directors, and ~~reclamation~~owners ~~plans~~of USMC. In addition, a substantial portion of the minerals used by the Company are obtained from properties owned or controlled by ~~USMC~~US Mine, LLC. A. Scott Dockter, the Company’s Chief ~~Principal~~ Executive Officer and a director, and John Bremer, a director, are also ~~officers, directors and~~ owners of ~~USMC~~US Mine, LLC.

NOTE 2 – GOING CONCERN AND LIQUIDITY

The accompanying consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, ~~which~~ which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. As of November 30, ~~2023~~ 2024, the Company had a significant accumulated deficit of $6264,~~730~~208,~~978~~ 523 and working capital deficit of $1,~~493~~093,~~349~~058. For the year ended November 30, ~~2023~~ 2024, the Company had a net loss from operations of $91,~~087~~477,~~329~~ 545 and negative cash flows from operations of $12,~~124~~167,~~290~~932. The Company’s operating activities consume the majority of its cash resources. The Company anticipates that it will continue to incur operating losses as it executes its development plans for ~~2024~~2025. In addition, the Company has had and expects to have negative cash flows from operations, at least into the near future. The Company has previously funded, and plans to continue funding, these losses primarily with additional infusions of cash from advances from USMC and the sale of equity and convertible notes. The accompanying consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

F-8

The Company’s plan, through the continued promotion of its ~~services~~products to existing and potential customers, is to generate sufficient revenues to cover its anticipated expenses. The Company issued a promissory note to USMC on February 8, 2024 and received a new line of credit from USMC on March 7, 2024, and is currently exploring several other options to meet its short-term cash requirements, ~~including~~ including issuances of equity securities or equity-linked securities ~~from~~to USMC and other third parties.

Although no assurances can be given as to the Company’s ability to deliver on its revenue plans or that unforeseen expenses may arise, ~~management~~ management currently believes that the revenue to be generated from operations together with equity and debt financing, including ~~funding~~ ~~from USMC in the form of notes payable and a line of credit, will provide the necessary~~ funding ~~for the Company to continue as a going concern for the next twelve months. For the year ended November 30, 2023, the Company received $914,788~~ from USMC in the form of three notes payable (see Notes 6 and 12, Tranches #9, #10, #11). Tranche #9 was for $308,320, bears interest at 5% per annum, and amounts due may be converted into shares of the Company’s common stock at any time at the option of the note holder at a conversion price of $0.39 per share. Tranche #10 was for $412,533, bears interest at 8% per annum, and amounts due may be converted into shares of the Company’s common stock at any time at the option of the note holder at a conversion price of $0.10 per share. Tranche #11 was for $193,935, bears interest at 8% per annum, and amounts due may be converted into shares of the Company’s common stock at any time at the option of the note holder at a conversion price of $0.10 per share. A July 10, 2023 line of credit ~~agreement provides for the issuance of~~ up to ~~an aggregate of~~ $1,000,000 ~~of advances from USMC under an unsecured convertible grid promissory note until July 10~~, ~~2024~~will ~~(see~~provide ~~Note 12). The line of credit bears interest at 8% per annum and any outstanding principal or accrued interest under~~ the ~~line~~necessary offunding credit is convertible into shares of the Company’s common stock at a conversion price of $0.10 per share on the maturity date. As of the date hereof, there have been $919,135 in advances from USMC under the July 10, 2023 line of credit agreement. Currently are no other arrangements or agreements for ~~financing,~~ ~~and management cannot guarantee any other potential debt or equity financing will be available, or if available, on favorable terms. As such, these matters raise substantial doubt about~~ the Company’s ~~ability~~ to continue as a going concern for athe ~~period~~next of twelve months ~~from the issue date of this report~~. ~~If adequate funds are not available on acceptable terms, or at all, the Company will need to curtail operations, or cease operations completely.~~

~~Currently~~On ~~are~~February no8, ~~other~~2024, ~~arrangements~~the orCompany ~~agreements~~issued ~~for~~a ~~financing~~two-year $618,000 ~~and~~unsecured ~~management~~convertible ~~cannot~~note ~~guarantee~~to ~~any~~USMC ~~other~~for ~~potential~~the ~~debt~~payment orof ~~equity~~the ~~financing will~~plaintiff’s beattorney ~~available,~~fees orfor ifthe ~~available,~~settlement onof ~~favorable~~the ~~terms.~~Calvanico Aslawsuit ~~such,~~(see ~~these~~Note ~~matters~~6). ~~raise~~The ~~substantial~~note ~~doubt~~bears ~~about~~interest ~~the~~at ~~Company’s~~8% ~~ability~~per ~~to continue~~annum asand aany ~~going~~outstanding ~~concern~~principal and ~~for~~accrued ainterest ~~period~~are ofconvertible ~~twelve~~into ~~months~~shares ~~from~~of the ~~issue~~Company’s ~~date~~common ofstock ~~this~~at ~~report.~~a Ifconversion ~~adequate~~price ~~funds~~of ~~are~~$0.08 ~~not~~per ~~available~~share onat the ~~acceptable~~sole ~~terms,~~discretion orof atthe ~~all,~~noteholder. As of the ~~Company~~date ~~will~~hereof, ~~need~~there tohave ~~curtail~~been ~~operations~~$618,000 orin ~~cease~~advances ~~operations~~from ~~completely~~USMC under the note.

On March 7, 2024, the Company entered into a $1,000,000 line of credit agreement with USMC, pursuant to a grid note issued in connection with the line of credit. The note bears interest at 8% per annum and any outstanding principal and accrued interest are convertible into shares of the Company’s common stock at the sole discretion of the noteholder at a conversion price of $0.08 per share at maturity. As of November 30, 2024, there have been $898,449 in advances from USMC under the line of credit. The line of credit was fully funded in January 2025.

USMC has advanced an additional $238,449 as of February 28, 2025. Terms of a new line of credit and unsecured convertible grid promissory note have not yet been determined. There are no other arrangements or agreements for financing with USMC and management cannot guarantee any other potential debt or equity financing will be available, or if available, on favorable terms. As such, these matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report. If adequate funds are not available on acceptable terms, or at all, the Company will need to curtail operations, or cease its operations completely.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The summary of significant accounting policies presented below is designed to assist in understanding the Company’s consolidated financial statements. Such consolidated financial statements and accompanying notes are the representation of the Company’s management, who is responsible for their integrity and objectivity.

Principles of Consolidation

These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries PureBase AG and Purebase AM. Intercompany accounts and transactions have been eliminated upon consolidation.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and equity-based transactions at the date of the financial statements and the revenues and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

The Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of the consolidated financial statements. Significant estimates include ~~the allowance for doubtful accounts,~~ useful lives of property and equipment, deferred tax asset and valuation allowance, and assumptions used in the Black-Scholes valuation methods for fair value of options, such as expected volatility, risk-free interest rate, and expected dividend rate.

F-9

Revenue

The Company accounts for revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. The Company derives revenues from the sale of its agricultural products. The Company’s contracted transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s contracts have a single performance obligation which are not separately identifiable from other promises in the contracts and is, therefore, not distinct. The Company’s performance obligation is satisfied upon the transfer of control to the customer.

Practical Expedients

As part of ASC Topic 606, the Company has adopted several practical expedients including:

	●	Significant Financing Component – the Company does not adjust the promised amount of consideration for the effects of a significant financing component since the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to the customer and when the customer pays for that good or service will be one year or less.
	●	Unsatisfied Performance Obligations – all performance obligations related to contracts with a duration for less than one year, the Company has elected to apply the optional exemption provided in ASC Topic 606 and therefore is not required to disclose the aggregate amount of transaction price allocated to performance obligations that are unsatisfied or partially satisfied at the end of the reporting period.
	●	Shipping and Handling Activities – the Company elected to account for shipping and handling activities as a fulfillment cost rather than as a separate performance obligation.
	●	Right to Invoice – the Company has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date the Company may recognize revenue in the amount to which the entity has a right to invoice.

Disaggregated Revenue

Revenue consists of the following by product offering for the year ended November 30, 2023:

SCHEDULE OF DISAGGREGATED REVENUE

CROP WHITE II				SHADE ADVANTAGE (WP)				SulFe Hume Si ADVANTAGE				Total
$	66,825			$	207,570			$	51,480			$	325,875

Revenue consists of the following by product offering for the year ended November 30, 2022:

CROP WHITE II				SHADE ADVANTAGE (WP)				SulFe Hume Si ADVANTAGE				Total
$	192,780			$	227,368			$	51,460			$	471,608

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. There were no cash equivalents as of November 30, ~~2023~~2024 or ~~2022~~2023.

Account Receivable

The Company periodically assesses its accounts and other receivables for collectability on a specific identification basis. If collectability of an account becomes unlikely, ana ~~allowance~~credit loss is recorded for that doubtful account. As of November 30, ~~2023~~2024 and ~~2022~~2023, the Company ~~has~~had ~~determined that~~ no ~~allowance for doubtful~~ accounts ~~was necessary for either year~~receivable.

F-10

Property and Equipment

Property and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, generally three to five years, except for SCM plants, which lives are estimated at thirty years. Expenditures that enhance the useful lives of the assets are capitalized and depreciated.

Equipment	~~3-5 years~~	3-5 years
Autos and trucks	~~5 years~~	5 years
SCM plants		30 years

Maintenance and repairs are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations. The Company currently has $~~620~~547,~~000~~907 in property and equipment that it acquired on May 1, 2020. As of November 30, ~~2023~~2024, the Company has not put the acquired property and equipment to use. As such, the Company has not recorded depreciation related to these assets. The Company has $~~130~~202,~~716~~809 in costs for its SCM pilot plant which ishas ~~not~~begun ~~yet~~manufacturing ~~operational,~~sample ~~and~~quantities of the Company’s ~~expects~~SCM toproduct ~~incur more costs before the pilot~~for ~~plant~~testing ~~becomes~~by ~~operational~~third-parties. AsThe ~~such, the~~ Company has ~~not~~begun ~~recorded~~recording depreciation related to the pilot plant. The Company also has $6761,~~165~~ 750 in other fixed assets which are fully depreciated.

Impairment of Long-Lived Assets

Shipping and Handling

The Company incurs shipping and handling costs which are charged back to the customer. There were no net amounts incurred or included in general administrative expenses for the years ended November 30, ~~2023~~2024 and ~~2022~~2023.

Advertising and Marketing Costs

The Company expenses advertising and marketing costs as they are incurred. Advertising and marketing expenses were $329,~~543~~076 and $153,~~040~~543 for the years ended November 30, ~~2023~~2024 and ~~2022~~2023, respectively, and are recorded in selling, general and administrative expenses in the accompanying consolidated statements of operations.

Fair Value Measurements

As defined in ASC 820, Fair Value Measurements and Disclosures, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent measurement.

Level 1:

Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.

F-11

Level 2:	Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.

Level 3:	Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

Fair Value of Financial Instruments

The carrying value of cash, accounts ~~receivable, accounts~~ payable and accrued expenses approximate their fair values based on the short-term maturity of these instruments. The carrying ~~amount~~amounts of notes approximates the estimated fair value for these financial instruments as management believes that such notes constitute substantially all of the Company’s debt and interest payable on the notes approximates the Company’s incremental borrowing rate.

Loss Per Common Share

Net loss per share of common stock is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the year. All outstanding options are considered potential common stock. The dilutive effect, if any, of stock options are calculated using the treasury stock method. All outstanding convertible ~~notes~~debts are considered common stock at the beginning of the period or at the time of issuance, if later, pursuant to the if-converted method. Since the effect of common stock equivalents is anti-dilutive with respect to losses, outstanding options and convertible debts have been excluded from the Company’s computation of net loss per share of common stock for the years ended November 30, ~~2023~~2024 and ~~2022~~2023.

The following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these potential shares was antidilutive due to the Company’s net loss position even though the exercise price could be less than the average market price of the common stock:

	Year Ended November 30,
	2023		2022
	2024		2023
Convertible Notes		820,~~882~~019,~~155~~063		18,~~790~~882,~~787~~155
Stock Options		129,~~438~~238,187		~~128~~129,~~688~~438,187
Total		~~138~~149,~~320~~257,~~342~~250		~~130~~138,~~478~~320,~~974~~342

Stock-Based Compensation

For stock options issued to employees and members of the Company’s Board of Directors (the “Board”) for their services, the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised.

F-12

Leases

With the adoption of ASC 842, Leases operating lease agreements are required to be recognized on the balance sheet as Right-of-Use (“ROU”) assets and corresponding lease liabilities. ROU assets include any prepaid lease payments and exclude any lease incentives and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that option.

The Company leases its corporate offices. All of the leases are classified as operating leases. The Company is a party to a two-year lease, with USMC, a related party, for 1,000 square feet of office space located in Ione, California (the “Ione Lease”) with respect to its corporate operations (See Note 12). Effective November 1, 2022, the Ione Lease was amended to extend the lease through October 2024 and to add an additional 700 square feet of office space for a total monthly rental price of $3,500 per month~~, with automatic one-month renewals~~. The remaining weighted average term is 0.8 years. The Company discounted lease payments using its estimated incremental borrowing rate at December 1, 2020. The weighted average incremental borrowing rate applied was 5%.

In accordance with ASC 842, the Company recognized a ROU asset and corresponding lease liability on the consolidated balance sheet for long-term office leases. See Note 7 – Leases for further discussion, including the impact in the accompanying consolidated financial statements and related disclosures. Effective November 1, 2024, the lease was amended to change the term to month-to-month at $1,500 per month. We no longer lease the additional 700 square feet. ASC 842 is no longer applicable.

Income Taxes

The Company utilizes ASC 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.

Exploration Stage

In accordance with U.S. GAAP, expenditures relating to the acquisition of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time as the Company exits the Exploration Stage by establishing proven or probable reserves. Expenditures relating to exploration activities such as drill programs to establish mineralized materials are expensed as incurred. Expenditures relating to pre-extraction activities are expensed as incurred until such time proven or probable reserves are established for that project, after which expenditures relating to mine development activities for that particular project are capitalized as incurred.

F-13

Mineral Rights

Recent Accounting Pronouncements

In November ~~2023~~2024, FASB issued Accounting Standards Update (ASU) ~~2023~~2024-0703, ~~Segment~~ Income Statement-Reporting ~~(Topic~~Comprehensive ~~280).~~Income-Expense ~~The~~Disaggregation Disclosures ~~amendments~~and ~~require:~~Disaggregation of Income Statement Expenses

	1	That a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss (collectively referred to as the “significant expense principal”).
	2	That a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment and a description of its composition. The other segments category is the difference between segment revenue less the segment expenses disclosed under the significant expense principal and each reported measure of segment profit or loss.
	3	That a public entity provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by Topic 280 in interim periods.
	4	Clarification that if a CODM uses more than one measure of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources, a public entity may report one or more of those additional measures of segment profit. However, at least one of the reported segment profit or loss measures (or the single reported measure, if only one is disclosed) should be the measure that is most consistent with the measurement principles used in measuring the corresponding amounts in the public entity’s consolidated financial statements. In other words, in addition to the measure that is most consistent with the measurement principles under GAAP, a public entity is not precluded from reporting additional measures of a segment’s profit or loss that are used by the CODM in assessing segment performance and deciding how to allocate resources.
	5	That a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.
	6	That a public entity that has a single reportable segment provide all the disclosures required by the amendments in this Update and all existing disclosures in Topic 280.

The amendments in the Update require disclosure, in the notes to the financial statements, of specific information about certain costs and expenses. The amendments require that at each interim and annual reporting period an entity:

~~The amendments~~1 inDisclose ~~this~~the ~~ASU~~amounts ~~are~~of ~~effective~~(a) ~~for~~purchases ~~fiscal~~of ~~years~~inventory, ~~beginning~~(b) ~~after~~employee ~~December~~compensation 15(c) depreciation, ~~2023~~(d) intangible asset amortization, and ~~interim~~(e) ~~periods~~depreciation, ~~within~~depletion, ~~fiscal~~and ~~years~~amortization ~~beginning after~~recognized ~~December~~as ~~15,~~part ~~2024.~~of ~~The~~oil- ~~Company~~and ~~has~~gas-producing ~~determined~~activities ~~that,~~((DD&A) ~~since~~(or itother ~~currently~~amounts ~~does~~of ~~not~~depletion ~~report~~expense) ~~segments,~~included ~~ASU~~in ~~2023-07~~each isrelevant ~~not~~expense ~~applicable~~caption. ~~However,~~ ~~should~~A ~~the~~relevant ~~Company~~expense ~~begin~~caption ~~segment~~is ~~reporting~~an inexpense caption presented on the ~~future,~~face of the ~~Company~~income ~~will~~statement ~~adopt~~within ~~ASU~~continuing ~~2023~~operations that contains an of the expense categories listed in (a)-07(e).

~~In October~~2 ~~2023,~~Include ~~FASB~~certain ~~issued~~amounts ~~ASU~~that ~~2023-06,~~are ~~Codification~~already ~~Amendments~~required ~~in Response~~ to ~~the~~be ~~SEC’s~~disclosed ~~Disclosure Update~~under ~~and~~current ~~Simplification~~generally ~~Initiative.~~accepted ~~Codification~~accounting ~~subtopic~~principles ~~260-10,~~(GAAP) ~~Earnings~~in ~~per~~the ~~Share~~same ~~– Overall, requires~~ disclosure ofas the ~~methods~~ ~~used~~other indisaggregation ~~the diluted earnings-per-share computation for each dilutive security and clarifies that certain disclosures should be made during interim periods~~requirements. ~~The following disclosures are required:~~

	1	A reconciliation of the numerators and denominators of the basic and diluted per-share computations for income from continuing operations.
	2	The effect that has been given to preferred dividends in arriving at income available to common shareholders in computing basic EPS.
	3	Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic EPS in the future that were not included in the computation of diluted EPS because to do so would have been antidilutive for the period(s) presented.
	4	The methods used in the diluted EPS computation for each type of dilutive instrument (for example, treasury stock method, if-converted method, two-class method, or reverse treasury stock method).

Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively.

~~The Company~~4 ~~adopted~~Disclose the ~~amendment~~total asamount of ~~November~~selling 30expenses and, ~~2023~~in annual reporting periods, an entity’s definition of selling expenses.

The amendments in this Update are effective for annual reporting periods after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company has determined that such disclosures will result in expanded notes to the financial statements. The Company will adopt ASU 2024-03 on or before November 30, 2027.

In December 2023, FASB issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740). The amendment’s main provisions are rate reconciliation, income taxes paid, and other disclosures.

For rate reconciliation, the amendments require that public business entities on an annual basis disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold.

F-14

Public business entities are required to disclose a tabular reconciliation, using both percentages and reporting currency amounts, according to the following requirements:

The following specific categories are required to be disclosed:

	a	State and local income tax, net of federal income tax effect,
	b	Foreign tax effects,
	c	Effect of changes in tax laws or rates enacted in the current period,
	d	Effect of cross-border tax laws,
	e	Tax credits,
	f	Changes in valuation allowances,
	g	Nontaxable or nondeductible items,
	h	Changes in unrecognized tax benefits.

Separate disclosure is required for any reconciling item listed below in which the effect of the reconciling item is equal to or greater than 5 percent of the amount computed by multiplying income (or loss) from continuing operations before income taxes by the applicable statutory income tax rate:

	a	If the reconciling item is within the effect of cross-border tax laws, tax credits, or nontaxable or nondeductible items categories, it is required to be disaggregated by nature,
	b	If the reconciling item is within the foreign tax effects category, it is required to be disaggregated by jurisdiction (country) and by nature, except for reconciling items related to changes in unrecognized tax benefits discussed in (4),
	c	If the reconciling item does not fall within any of the categories listed in (1), it is required to be disaggregated by nature.

For the purpose of categorizing reconciling items, except for reconciling items related to changes in unrecognized tax benefits discussed in (4), the state and local income tax category should reflect income taxes imposed at the state or local level within the jurisdiction (country) of domicile, the foreign tax effects category should reflect income taxes imposed by foreign jurisdictions, and the remaining categories listed in (1) should reflect federal (national) income taxes imposed by the jurisdiction (country) of domicile.

For the purpose of presenting reconciling items:

	a	Reconciling items are required to be presented on a gross basis with two exceptions under which unrecognized tax benefits and the related tax positions and tax effects of certain cross-border tax laws and the related tax credits may be presented on a net basis,
	b	Reconciling items presented in the changes in unrecognized tax benefits category may be disclosed on an aggregate basis for all jurisdictions.

For income taxes paid, the amendments require that all entities disclose on an annual basis the following information about income taxes paid:

	1	The amount of income taxes paid (net of funds received) disaggregated by federal (national), state, and foreign taxes,
	2	The amount of income taxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refund received).

For other disclosures, the amendments require that all entities disclose the following information:

	1	Income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign,
	2	Income tax expense (or benefit) from continuing operations disaggregated by federal (national), state, and foreign.

The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company has determined that ASU 2023-09 will not have a material effect on the Company.

F-15

NOTE 4 – MINING RIGHTS

Snow White Mine located in San Bernardino County, CA – Deposit

On November 28, 2014 US Mining and Minerals Corporation entered into a Purchase Agreement in which it agreed to sell its fee simple property interest and certain mining claims to USMC. In contemplation of the Plan and Agreement of Reorganization, on December 1, 2014, USMC, a related party, assigned its rights and obligations under the Purchase Agreement to the Company pursuant to an Assignment of Purchase Agreement. As a result of the Assignment, the Company assumed the purchaser position under the Purchase Agreement. The Purchase Agreement involves the sale of approximately 280 acres of mining property containing 5 placer mining claims known as the Snow White Mine located near Barstow, California in San Bernardino County. The property is covered by a Conditional Use Permit allowing the mining of the property and a Plan of Operation and Reclamation Plan has been approved by San Bernardino County and the BLM. An initial deposit of $50,000 was paid to escrow, and the Purchase Agreement required the payment of an additional $600,000 at the end of the escrow period. There was a delay in the original seller, Joseph Richard Matthewson, receiving a clear title to the property and a fully permitted project, both of which were conditions to closing. In light of the foregoing, and the payment of an additional $25,000, the parties agreed to extend the closing. Due to delays in the Company securing the necessary funding to close the purchase of the Snow White Mine property, John Bremer, a shareholder and a director of the Company, paid $575,000 to acquire the property on or about October 15, 2015. Mr. Bremer will transfer title to the Company when the Company pays Mr. Bremer $575,000 plus expenses, however, the Company is under no obligation to do so. The mining claims require a minimum royalty payment of $3,500 per year to be made by the Company.

F-On April 1, 2020, the Company entered into a purchase and sale agreement with the Bremer Family 1995 Living Trust, a related party of the Company, pursuant to which the Company will purchase the Snow White Mine for $836,000 (the “Purchase Price”). The Purchase Price plus 5% interest is payable in full in cash at the closing which must occur at any time before April 1, 2022 (the “Closing Date”). On April 14, 2022, the agreement was amended to extend the Closing Date to April 14, 2023. On April 7, 2023, the agreement was amended to extend the closing date to April 1, 2024. On July 12, 2024, the agreement was amended to extend the Closing Date to July 12, 2026.

On April 1, 2020, the Company entered into a purchase and sale agreement with the Bremer Family 1995 Living Trust, a related party of the Company, pursuant to which the Company will purchase the Snow White Mine for $836,000 (the “Purchase Price”). The Purchase Price plus 5% interest is payable in full in cash at the closing which must occur at any time before April 1, 2022 (the “Closing Date”). On April 14, 2022, the agreement was amended to extend the Closing Date to April 14, 2023. On April 7, 2023, the agreement was amended to extend the closing date to April 1, 2024.

NOTE 5 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at:

SCHEDULE OF PROPERTY AND EQUIPMENT

	November 30, 2023			November 30, 2022
	November 30, 2024			November 30, 2023
Furniture and equipment	$	61,~~952~~538		$	6,952
Machinery and equipment		35,151			35,151
Automobiles and trucks		25,061			25,061
Pilot plant		~~130~~202,~~716~~809			-130,716
Construction in process		~~620~~547,~~000~~907			620,000
Property and equipment, gross		~~817~~812,~~880~~466			~~687~~817,~~164~~880
Less: accumulated depreciation		(6763,~~164~~029	)		(67,164	)
Property and equipment, net	$	~~750~~749,~~716~~437		$	~~620~~750,~~000~~716

There was no$2,817 depreciation expense for the ~~years~~year ended November 30, 2024. There was no depreciation expense for the year ended November 30, 2023. $6,952 fully depreciated furniture and ~~2022~~equipment was disposed of for no value.

F-16

NOTE 6 – NOTES PAYABLE

Bayshore Capital Advisors, LLC

On February 26, 2016, the Company issued a promissory note to Bayshore Capital Advisors, LLC (“Bayshore Capital”), an affiliate through common ownership of a 10% major stockholder of the Company, for $25,000 for working capital at an interest rate of 6% per annum. The note was payable August 26, 2016, or when the Company closes a bridge financing, whichever occurs first. As of November 30, 2022, the Company was in default on this note. On February 4, 2023, Bayshore Capital agreed to cancel the $25,000 debt, plus $10,146 of accrued and unpaid interest. During the years ended November 30, ~~2023~~2024 and ~~2022~~2023 the Company did not make repayments towards the outstanding balance of the note. There is no balance on the note as of November 30, ~~2023.~~2024 ~~The~~and ~~balance~~2023 ~~on the note was $25,000 on November 30, 2022~~ (see Note 12). Total interest expense on the note was $~~255~~ 0 and $~~1,500~~255 for the years ended November 30, ~~2023~~2024 and ~~2022~~2023, respectively.

A. Scott Dockter – President and Chief Executive Officer

On August 31, 2017, the Company issued a note in the amount of $197,096 to A. Scott Dockter, President, Chief Executive Officer and a director of the Company, to consolidate the total amounts due to Mr. Dockter. The note bears interest at 6% and is due upon demand. During the year ended November 30, 2023, the Company paid $20,000 towards the outstanding balance of the note. During the year ended November 30, 2024, the Company paid $8,716 towards the outstanding balance of the note. The balance on the note was $~~8,716~~ 0 and $288,716 as of November 30, 2024 ~~2023~~ and ~~2022~~2023, respectively (See Note 12). Total interest expense on the note was $~~899~~198 and $~~2,770~~899 for the years ended November 30, ~~2023~~ 2024 and ~~2022~~2023, respectively. There was $42,~~065~~263 and $4142,~~166~~065 of accrued interest as of November 30, ~~2023~~2024 and ~~2022~~ 2023, respectively.

F-15

Convertible Promissory Notes – USMC

December 1, 2019

On December 1, 2019, in connection with the September 26, 2019, securities purchase agreement with USMC, a related party, (See Note 12), the Company issued a convertible promissory note in the amount of $20,000 to USMC, with a maturity date of December 31, 2021 (“Tranche #1”). The note bears interest at 5% per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock, at any time at the option of the holder, at a conversion price of $0.16 per share. On April 7, 2022, the December 1, 2019 note was amended to extend the maturity date to April 30, 2022 and USMC gave notice of conversion of the outstanding principal balance of $20,000 plus accrued interest totaling $2,351 through such date, into 139,692 shares of the Company’s common stock.

The issuance of Tranche #1 resulted in a discount from the beneficial conversion feature totaling $20,000. Total straight-line amortization of this discount totaled $0 and $815 during the years ended November 30, 2023 and 2022, respectively. Total interest expense on Tranche #1 was approximately $0 and $350 for the years ended November 30, 2023 and 2022, respectively.

January 1, 2020

On January 1, 2020, in connection with the September 26, 2019, securities purchase agreement with USMC, a related party, (See Note 12), the Company issued a convertible promissory note in the amount of $86,000 to USMC, with a maturity date of January 1, 2022 (“Tranche #2”). The note bears interest at 5% per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock, at any time at the option of the holder, at a conversion price of $0.16 per share. On April 7, 2022, the January 1, 2020 note was amended to extend the maturity date to April 30, 2022 and USMC gave notice of conversion of the outstanding principal balance of $86,000 plus accrued interest totaling $9,743 through such date, into 598,392 shares of the Company’s common stock.

The issuance of Tranche #2 resulted in a discount from the beneficial conversion feature totaling $32,250. Total straight-line amortization of this discount totaled $0 and $1,412 for the years ended November 30, 2023 and 2022, respectively. Total interest expense on Tranche #2 was approximately $0 and $1,500 for the years ended November 30, 2023 and 2022, respectively.

February 1, 2020

On February 1, 2020, in connection with the September 26, 2019, securities purchase agreement with USMC, a related party, (See Note 12), the Company issued a convertible promissory note in the amount of $72,000 to USMC, with a maturity date of February 1, 2022 (“Tranche #3”). The note bears interest at 5% per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock, at any time at the option of the holder, at a conversion price of $0.16 per share. On April 7, 2022, the February 1, 2020 note was amended to extend the maturity date to April 30, 2022 and USMC gave notice of conversion of the outstanding principal balance of $72,000 plus accrued interest totaling $7,851 through such date, into 499,068 shares of the Company’s common stock.

The issuance of Tranche #3 resulted in a discount from the beneficial conversion feature totaling $36,000. Total straight-line amortization of this discount totaled $0 and $3,103 for the years ended November 30, 2023 and 2022, respectively. Total interest expense on Tranche #3 was approximately $0 and $1,260 for the years ended November 30, 2023 and 2022, respectively.

December 1, 2020

On December 1, 2020, in connection with the September 26, 2019 securities purchase agreement with USMC, a related party, (See Note 12), the Company issued a convertible promissory note in the amount of $822,000 to USMC, with a maturity date of November 25, 2022 (“Tranche 4”). The note bears interest at 5% per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock at any time at the option of the noteholder, at a conversion price of $0.16 per share. On April 7, 2022 USMC gave notice of conversion of the outstanding principal balance of $822,000 of the December 1, 2020 note, plus accrued interest totaling $55,401 through such date, into 5,483,753 shares of the Company’s common stock. Total interest expense on Tranche #4 was approximately $0 and $17,700 for the years ended November 30, 2023 and 2022, respectively.

F-16

March 17, 2021

On March 17, 2021, in connection with the March 11, 2021, securities purchase agreement with USMC, a related party (see Note 12), the Company issued a convertible promissory note in the amount of $579,769 to USMC, with a maturity date of March 17, 2023 (“Tranche #5”). The note bears interest at 5% per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock at any time at the option of the noteholder, at a conversion price of $0.088 per share. On April 7, 2022 USMC gave notice of conversion of the outstanding principal balance of $579,769.39 of the March 17, 2021 note, plus accrued interest totaling $30,656 through such date, into 6,936,656 shares of the Company’s common stock. Total interest expense on Tranche #5 was approximately $0 and $8,800 for the years ended November 30, 2023 and 2022, respectively.

March 14, 2022

On March 14, 2022, in connection with the November 25, 2020, securities purchase agreement with USMC, a related party (see Note 12), the Company issued a convertible promissory note in the amount of $884,429 to USMC, with a maturity date of March 14, 2024 (“Tranche #6”). The note bears interest at 5% per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock at any time at the option of the noteholder, at a conversion price of $0.088 per share. On April 7, 2022 USMC gave notice of conversion of the outstanding principal balance of $884,492 of the March 14, 2022 note, plus accrued interest totaling $2,908 through such date, into 10,084,093 shares of the Company’s common stock. Total interest expense on Tranche #6 was approximately $0 and $2,908 for the years ended November 30, 2023 and 2022, respectively.

August 30, 2022

On August 30, 2022, in connection with the April 7, 2022, securities purchase agreement with USMC, a related party (see Note 12), the ~~Company~~ Company issued a convertible promissory note in the amount of $470,862 to USMC, with a maturity date of August 30, 2024 (“Tranche #7”). The note bears interest at 5% per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock at any time at the option of the noteholder, at a conversion price of $0.39 per share. Total interest expense on Tranche #7 was ~~approximately~~$3,999 and $23,543 for the ~~year~~years ended November 30, 2024 and 2023, respectively. On January 31, 2024, USMC converted the outstanding principal of $470,862 and accrued interest as of January 31, 2024 of $33,476 into 1,293,175 shares of the Company’s common stock.

November 29, 2022

On November 29, 2022, in connection with the April 7, 2022, securities purchase agreement with USMC, a related party (see Note 12), the Company issued a convertible promissory note in the amount of $140,027 to USMC, with a maturity date of November 29, 2024 (“Tranche #8”). The note bears interest at 5% per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock at any time at the option of the noteholder, at a conversion price of $0.39 per share. Total interest expense on Tranche #8 was ~~approximately~~$1,189 and $7,001 for the ~~year~~years ended November 30, 2024 and 2023, respectively. On January 31, 2024, USMC converted the outstanding principal of $140,027 and accrued interest as of January 31, 2024 of $8,210 into 380,095 shares of the Company’s common stock.

February 28, 2023

On February 28, 2023, in connection with the April 7, 2022, securities purchase agreement with USMC, a related party (see Note 12), the Company issued a convertible promissory note in the amount of $308,320 to USMC, with a maturity date of February 28, 2025 (“Tranche #9”). The note bears interest at 5% per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock at any time at the option of the noteholder, at a conversion price of $0.39 per share. Total interest expense on Tranche #9 was ~~approximately~~$2,619 and $11,615 for the ~~year~~years ended November 30, 2024 and 2023, respectively. On January 31, 2024, USMC converted the outstanding principal of $308,320 and accrued interest as of January 31, 2024 of $14,233 into 827,~~059~~ 060 shares of the Company’s common stock.

F-17

May 31, 2023

On May 31, 2023, in connection with the March 20, 2023, securities purchase agreement with USMC, a related party (see Note 12), the ~~Company~~ Company issued a convertible promissory note in the amount of $412,533 to USMC, with a maturity date of May 31, 2025 (“Tranche #10”). The note bears interest at 8% per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock at any time at the option of the noteholder, at a conversion price of $0.10 per share. Total interest expense on Tranche #10 was ~~approximately~~$5,606 and $16,547 for the ~~year~~years ended November 30, 2024 and 2023, respectively. On January 31, 2024, USMC converted the outstanding principal of $412,533 and accrued interest as of January 31, 2024 of $22,152 into 4,346,855 shares of the Company’s common stock.

June 30, 2023

On June 30, 2023, in connection with the March 20, 2023, securities purchase agreement with USMC, a related party (see Note 12), the ~~Company~~ Company issued a convertible promissory note in the amount of $193,935 to USMC, with a maturity date of June 30, 2025 (“Tranche #11”). The note bears interest at 8% per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock at any time at the option of the noteholder, at a conversion price of $0.10 per share. Total interest expense on Tranche #11 was ~~approximately~~$2,635 and $6,503 for the ~~year~~years ended November 30, 2024 and 2023, respectively. On January 31, 2024, USMC converted the outstanding principal of $193,935 and accrued interest as of January 31, 2024 of $9,139 into 2,030,738 shares of the Company’s common stock.

~~Line~~February of8, ~~Credit – USMC~~2024

On ~~July~~February 108, ~~2023~~2024, the Company ~~entered~~issued ~~into~~ a ~~line~~convertible ofpromissory ~~credit~~note ~~agreement~~in ~~and~~the ~~unsecured~~amount ~~convertible~~of ~~grid~~$618,000 ~~promissory~~to ~~note~~USMC, with ~~USMC.~~a ~~The~~maturity ~~July~~date of February 107, ~~2023~~2026. ~~line~~The ofprincipal ~~credit~~amount ~~agreement~~was ~~provides~~funded ~~for~~in ~~the~~equal ~~issuance~~installments ofas upfollows: toon anFebruary ~~aggregate~~8, of2024 $1103,000; on March 1, 2024 $103,000; ofon April ~~advances~~1, ~~from~~2024 ~~USMC~~$103,000; ~~under~~on anMay ~~unsecured convertible~~1, ~~grid~~2024 ~~promissory~~$103,000; ~~note~~on ~~(See~~July ~~Note~~1, ~~12)~~2024 ~~until~~$103,000; ~~July~~on August 1, 2024 $103,000. The note bears interest at 8% per annum ~~and~~which ~~any~~is ~~outstanding~~payable ~~principal or~~on ~~accrued~~maturity. Total interest ~~under~~expense for the year ended November 30, 2024 was $29,733. Amounts due under the note ismay ~~convertible~~be converted into shares of the Company’s common stock at aany ~~conversion~~time ~~price~~at ~~of $0.10 per share on~~ the ~~maturity~~option ~~date. As~~ of ~~November~~the 30noteholder, ~~2023,~~at ~~there~~a ~~have~~conversion ~~been~~price of $~~346,735~~0.08 ~~advances~~per ~~from USMC under the July 10, 2023 line of credit agreement~~share. As of November 30, ~~2023~~2024, the accrued interest on the ~~July~~February 108, ~~2023~~2024 ~~line~~convertible ofpromissory ~~credit~~note was $629,~~784~~733.

~~Convertible~~Lines ~~Debt~~of Credit – ~~Board of Directors~~USMC

On ~~April~~July 810, ~~2021~~2023, the Company entered into a ~~twelve~~line ~~month~~of ~~director~~credit agreement ~~with~~and ~~Jeffrey~~unsecured ~~Guzy,~~convertible asgrid ~~amended~~promissory onnote ~~August~~with ~~26,~~USMC. ~~2022~~The ~~(the “Guzy~~July ~~Director~~10, ~~Agreement”)~~2023 ~~pursuant~~line ~~to which Mr. Guzy will serve as a director~~ of ~~the~~credit ~~Company, which~~ agreement ~~will~~provides ~~automatically~~for ~~renew (~~the ~~“Renewal~~issuance ~~Date”)~~of ~~for~~up ~~successive~~to ~~one-year~~an ~~terms~~aggregate ~~unless~~of ~~either~~$1,000,000 ~~party notifies the other~~ of ~~its~~advances ~~desire~~from ~~not~~USMC tounder ~~renew~~an ~~the~~unsecured ~~Agreement~~convertible ~~within~~grid 30promissory ~~days~~note of(See ~~the~~Note ~~expiration~~12) ofuntil ~~the~~July ~~then current term~~2024. AsThe ~~compensation~~note ~~therefor,~~bears ~~Mr.~~interest ~~Guzy~~at is8% ~~entitled~~per toannum aand ~~cash~~any ~~fee~~outstanding ofprincipal ~~$1,000~~or ~~per~~accrued ~~month~~interest ~~which~~under ~~accrues~~the asnote 0%is ~~debt~~convertible tointo ~~the~~shares ~~Company~~of ~~until~~ the Company’s ~~has~~common ~~its~~stock ~~first~~at ~~cash-flow~~a ~~positive~~conversion ~~month.~~price ~~Any~~of ~~amounts~~$0.10 ~~owed to~~per ~~Mr.~~share ~~Guzy~~on at the ~~Renewal~~maturity ~~Date~~date. orAs ~~upon~~of ~~Mr.~~November ~~Guzy’~~30, ~~resignation~~2024, orthere ~~removal~~have ~~(the~~been ~~“Termination~~$1,000,000 ~~Date”)~~advances ~~will~~from beUSMC ~~converted~~under ~~into common~~the ~~stock~~July at10, a2023 ~~price~~line ~~per~~of ~~share~~credit agreement. ~~equal~~As toof ~~market~~November ~~price~~30, on2024, the ~~exchange~~accrued orinterest ~~trading~~on ~~market where such stock is then traded or quoted or~~ the ~~volume-weighted~~July ~~average~~10, ~~price~~2023 ~~(“VWAP”)~~line of ~~the~~credit ~~common~~was ~~stock~~$0. ~~for~~On ~~the~~March ~~20-days~~31, ~~immediately~~2024, ~~preceding~~ the ~~Renewal Date or~~noteholder converted the ~~Termination~~July ~~Date~~10, as2023 ~~the~~line ~~case~~of ~~may~~credit ~~be.~~principal As of ~~November 30~~$1, ~~2023~~000,000 ~~the~~and ~~Company~~accrued ~~has~~interest noof ~~debt~~$25,640 ~~owed~~into to10,256,400 ~~Mr.~~shares ~~Guzy~~of common stock.

On March 7, 2024, the Company entered into a line of credit agreement and unsecured convertible grid promissory note with USMC. The March 7, 2024 line of credit agreement provides for the issuance of up to an aggregate of $1,000,000 of advances from USMC under an unsecured convertible grid promissory note (See Note 12) until March 7, 2025. The note bears interest at 8% per annum and any outstanding principal or accrued interest under the note is convertible into shares of the Company’s common stock at a conversion price of $0.08 per share on the maturity date. As of November 30, 2024, there have been $898,449 total advances from USMC under the March 7, 2024 line of credit agreement. As of November 30, 2024, the accrued interest on the March 7, 2024 line of credit was $32,410. The line of credit was fully funded in January 2025.

USMC has advanced an additional $238,449 as of February 28, 2025. Terms of a new line of credit and unsecured convertible grid promissory note have not yet been determined.

F-18

OnConvertible ~~August~~Debt ~~13,~~– ~~2021,~~Board the Company entered into a twelve month director agreement with Dr. Kimberly Kurtis, as amended on August 26, 2022 (the “Kurtis Director Agreement”) pursuant to which Dr. Kurtis will provide up to five hours per month of board services, which agreement will automatically renew for successive one-year terms unless either party notifies the other of its desire not to renew the Agreement within 30 days of the expiration of the then current term. As compensation therefor, Dr. Kurtis is entitled to a cash fee of $1,000 per month which accrues as debt to the Company until the Company has its first cash-flow positive month. Any amounts owed to Dr. Kurtis at the Renewal Date or the Termination Date will be converted into common stock at the lower price of $0.15 per share or the market price on the exchange or trading market where such stock is then traded or quoted or the VWAP of the common stock for the 20-days immediately preceding the Renewal Date or the Termination Date, as the case may be. As of November 30, 2023, the Company has debt in the amount of $16,000 owed to Dr. Kurtis.Directors

On ~~September~~April 118, ~~2023~~2021, the Company entered into a twelve -month director agreement with ~~Brady~~Jeffrey ~~Barto~~Guzy, as amended on August 26, 2022 (the “~~Barto~~ Guzy Director Agreement”) pursuant to which Mr. ~~Barto~~Guzy ~~agrees~~will toserve ~~devote~~ as ~~much~~a ~~time~~director asof isthe ~~necessary~~Company, towhich ~~perform~~agreement ~~completely~~will automatically renew (the ~~duties~~“Renewal asDate”) afor ~~Director.~~successive ~~Mr.~~one-year ~~Barto~~terms ~~shall be~~unless ~~notified~~either ~~within~~party 30notifies ~~days before~~ the ~~end~~other of ~~the~~its ~~twelve~~desire ~~months~~not ~~whether~~to ~~his~~renew ~~contract~~the Agreement ~~shall~~within be30 ~~renewed~~days ~~under~~of the ~~same~~expiration ~~terms~~ of ~~compensation~~the then current term. As compensation therefor, Mr. ~~Barto~~Guzy is entitled to a cash fee of $1,000 per month which accrues as debt to the Company until the Company has its first cash-flow positive month. Effective March 1, 2023, Mr. Guzy’s monthly compensation was increased to $1,500. Any amounts owed to Mr. ~~Barto~~Guzy at the Renewal Date or upon Mr. Guzy’ resignation or removal (the “Termination Date”) will be converted into common stock at ~~the~~a ~~lower~~ price ~~of $0.15~~ per share orequal ~~the~~to market price on the exchange or trading market where such stock is then traded or quoted or the ~~VWAP~~volume-weighted average price (“VWAP”) of the common stock for the 20-days immediately preceding the Renewal Date or the Termination Date, as the case may be. Mr. Barto was also issued a five-year stock option to purchase 200,000 shares of common stock at $0.15. The Agreement includes a non-competition provision during the term of the Agreement and for twelve months thereafter. As of November 30, ~~2023~~2024, the Company has ~~debt~~ inno ~~the~~debt ~~amount of $3,000~~ owed to Mr. ~~Barto~~Guzy.

On August 13, 2021, the Company entered into a twelve-month director agreement with Dr. Kimberly Kurtis, as amended on August 26, 2022 (the “Kurtis Director Agreement”) pursuant to which Dr. Kurtis will provide up to five hours per month of board services, which agreement will automatically renew for successive one-year terms unless either party notifies the other of its desire not to renew the Agreement within 30 days of the expiration of the then current term. As compensation therefor, Dr. Kurtis is entitled to a cash fee of $1,000 per month which accrues as debt to the Company until the Company has its first cash-flow positive month. Any amounts owed to Dr. Kurtis at the Renewal Date or the Termination Date will be converted into common stock at the lower price of $0.15 per share or the market price on the exchange or trading market where such stock is then traded or quoted or the VWAP of the common stock for the 20-days immediately preceding the Renewal Date or the Termination Date, as the case may be. As of November 30, 2024, the Company has debt in the amount of $28,000 owed to Dr. Kurtis.

On September 11, 2023, the Company entered into a twelve-month director agreement with Brady Barto (the “Barto Director Agreement”) pursuant to which Mr. Barto agrees to devote as much time as is necessary to perform completely the duties as a director. Mr. Barto shall be notified within 30 days before the end of the twelve months whether his contract shall be renewed under the same terms of compensation. As compensation therefor, Mr. Barto is entitled to a cash fee of $1,000 per month which accrues as debt to the Company until the Company has its first cash-flow positive month. Any amounts owed to Mr. Barto at the Renewal Date or the Termination Date will be converted into common stock at the lower price of $0.15 per share or the market price on the exchange or trading market where such stock is then traded or quoted or the VWAP of the common stock for the 20-days immediately preceding the Renewal Date or the Termination Date, as the case may be. Mr. Barto was also issued a five-year stock option to purchase 200,000 shares of common stock at $0.15. The Barto Director Agreement includes a non-competition provision during the term of the Agreement and for twelve months thereafter. As of November 30, 2024, the Company has debt in the amount of $15,000 owed to Mr. Barto. Mr. Barto resigned as director on February 5, 2025.

NOTE 7 – LEASES

The following table presents net lease cost and other supplemental right of use lease information:

	Year Ended November 30, 2024
Lease cost
Operating lease cost (cost resulting from lease payments)	$	38,500
Short term lease cost		-
Sublease income		-
Net lease cost	$	38,500

Operating lease – operating cash flows (fixed payments)	$	38,500
Operating lease – operating cash flows (liability reduction)	$	37,380
Non-current leases – right of use assets	$	-
Current liabilities – operating lease liabilities	$	-
Non-current liabilities – operating lease liabilities	$	-

	Year Ended November 30, 2023
Lease cost
Operating lease cost (cost resulting from lease payments)	$	42,000
Short term lease cost		-
Sublease income		-
Net lease cost	$	42,000

Operating lease – operating cash flows (fixed payments)	$	42,000
Operating lease – operating cash flows (liability reduction)	$	38,882
Non-current leases – right of use assets	$	39,799
Current liabilities – operating lease liabilities	$	40,880
Non-current liabilities – operating lease liabilities	$	-

	Year Ended November 30, 2022
Lease cost
Operating lease cost (cost resulting from lease payments)	$	20,000
Short term lease cost		-
Sublease income		-
Net lease cost	$	20,000
Operating lease – operating cash flows (fixed payments)	$	20,000
Operating lease – operating cash flows (liability reduction)	$	19,248
Non-current leases – right of use assets	$	79,599
Current liabilities – operating lease liabilities	$	38,882
Non-current liabilities – operating lease liabilities	$	40,880

The Company’s right of use lease expired November 1, 2024. Effective November 1, 2024, the lease was amended to change the term to month-to-month at $1,500 per month. We no longer lease an additional 700 square feet. We are evaluating moving our offices to a nearby location in the current year.

Future minimum payments under non-cancelable leases for operating leases for the remaining terms of the leases following the year ended November 30, 2023:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

Fiscal Year	Operating Leases
2024	$	42,000
Total future minimum lease payments		42,000
Amount representing interest		(1,120	)
Present value of net future minimum lease payments	$	40,880

F-19

NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following amounts as of:

	November 30, 2023		November 30, 2022
	November 30, 2024		November 30, 2023
Accounts payable	$	~~314~~40,~~502~~402	$	30314,~~078~~502
Accrued interest – related parties		120,011		57,266
Accrued compensation		53,146		39,080
Accrued compensation		39,080		28,134
Accrued consultants		-		7,431
Accrued consultants		7,431		-
Accounts payable and accrued expenses	$	93,548	$	361,013
Accounts payable and accrued expenses	$	481,024	$	115,478

NOTE 9 – COMMITMENTS AND CONTINGENCIES

Office and Rental Property Leases

The Company is leasing office space from USMC, a related party that is owned by the Company’s majority ~~shareholders~~stockholders and directors, A. Scott Dockter and John Bremer (See Note 12).

Mineral Properties

The Company’s mineral rights require various annual lease payments (See Note 4).

Legal Matters

On July 8, 2020, former Chief Financial Officer, Al Calvanico (“Calvanico”), filed a demand for arbitration alleging retaliation, wrongful termination, and demand for a minimum of $600,000 in alleged stock value, plus interest, recovery of past and future wages, attorneys’ fees, and punitive damages (collectively, the “Calvanico Claims”). The Company denied all Calvanico Claims. The Company believes Calvanico is owed nothing because it takes the position that Calvanico was not terminated, but rather, his employment contract expired on September 21, 2019, in accordance with its terms, and was not renewed by Company and because Calvanico never exercised his stock options. The Company and Calvanico engaged in binding arbitration which concluded on February 3, 2023. On June 20, 2023, the arbitrator decided in favor of the Company with respect to Calvanico’s breach of contract, fraud and negligent representation and wrongful discharge claims and in favor of Calvanico for asserted attorney fee claims in accordance with Calvanico’s employment agreement with the Company. At a July 18, 2023 teleconference regarding a determination of attorney fees to be paid, the arbitrator established a briefing schedule for the parties to formally present their legal arguments on the issue. Calvanico’s brief inis support of attorney fees was due and timely filed on August 15, 2023. The Company’s brief in opposition was due and timely filed on September 19, 2023. Calvanico’s reply brief was filed on October 4, 2023. On February 6, 2024, the Company agreed to pay $618,000 to be paid in six equal monthly payments of $103,000 each with the first payment on February 8, 2024. $618,000 in payments have been made as of November 30, 2024.

On ~~January~~March 1129, 2019, the Company ~~filed~~was served with a complaint infiled ~~the~~by ~~Second~~Superior ~~Judicial~~Soils ~~District~~Supplements ~~Court~~LLC (“Superior Soils”) in the Superior ~~State~~Court of ~~Nevada,~~the ~~Washoe~~State ~~County~~of ~~(Case~~California #in ~~CV19-00097) against~~and ~~Agregen~~for ~~International~~the ~~Corp~~County ~~(“Agregen”)~~of ~~and~~Kings ~~Robert~~(Case ~~Hurtado~~#19C-0124) ~~alleging~~relating ~~the~~to ~~misuse~~64 truckloads of ~~proprietary~~soil ~~and confidential information~~amendments ~~acquired~~delivered byto ~~Mr.~~a ~~Hurtado~~customer ~~while employed~~ by the Company ason ~~Vice~~behalf ~~President~~ of ~~Agricultural~~Superior ~~Research and Development~~Soils. ~~Mr.~~Superior ~~Hurtado~~Soils ~~was~~alleged ~~terminated in March 2018 and since~~ that ~~time~~ the ~~Company~~soil ~~alleges~~amendments ~~that~~were henot ~~conspired with Agregen to improperly use proprietary and confidential information~~labeled tocorrectly ~~compete~~requiring ~~with~~ the ~~Company~~entire ~~which~~shipment ~~constitute breaches~~ of ~~the~~product ~~non-compete~~to ~~and~~be ~~confidentiality~~returned ~~provisions~~to ~~of his employment agreement with~~ the Company. OnThe ~~March~~complaint 14alleges breach of contract, ~~2019~~misrepresentations, fraudulent ~~Agregen~~concealment and Mrunfair competition. ~~Hurtado~~The ~~filed~~complaint anseeks ~~answer~~damages toof ~~the~~approximately ~~Company’s~~$400,000 ~~Complaint~~and, ~~that~~although the ~~allegations~~Company ~~were~~is ~~false.~~vigorously Ondefending ~~March~~such ~~13,~~claims ~~2020,~~and ~~the~~believes ~~Company~~that ~~filed~~there ais ~~First~~little ~~Amended~~to ~~Complaint,~~no ~~adding~~risk ~~James~~of ~~Todd~~liability, ~~Gauer~~it ~~and~~has ~~John~~accrued ~~Gingerich~~$400,000 asfor ~~additional~~such ~~defendants~~risk. A ~~settlement~~The ~~agreement~~Company ~~was~~filed its ~~entered~~answer ~~into~~on ~~between~~May ~~the~~6, ~~parties~~2019, ~~effective~~denying ~~June~~responsibility 3,for ~~2022~~the mislabeling and adenying ~~Notice~~any ofliability ~~Settlement~~for ~~was~~damages ~~filed~~therefrom. inThe ~~the~~matter ~~District~~was ~~Court~~fully ~~pursuant~~settled toand ~~which,~~was ~~8,669,000~~thus ~~shares~~dismissed ~~of the Company’s common stock beneficially owned~~ by the ~~defendants~~Court ~~were~~on ~~surrendered~~May ~~to the~~2, ~~Company~~2023, and the Company ~~granted~~paid ~~Mr.~~Superior ~~Gauer~~Soils an$125,000. ~~immediately~~The ~~exercisable~~settlement ~~option~~resulted in ~~to purchase 8~~$275,~~669,400~~000 ~~shares~~other ofincome ~~common~~in ~~stock,~~ the ~~equivalent number~~year ofended ~~common~~November ~~shares surrendered to the Company~~30, at2023 anas ~~exercise price of~~ $~~2.50.~~400,000 ~~The~~had ~~lawsuit~~been ~~was fully settled and dismissed on August 9, 2022~~accrued.

F-20

On March 29, 2019, the Company was served with a complaint filed by Superior Soils Supplements LLC (“Superior Soils”) in the Superior Court of the State of California in and for the County of Kings (Case #19C-0124) relating to 64 truckloads of soil amendments delivered to a customer by the Company on behalf of Superior Soils. Superior Soils alleged that the soil amendments were not labeled correctly requiring the entire shipment of product to be returned to the Company. The complaint alleges breach of contract, misrepresentations, fraudulent concealment and unfair competition. The complaint seeks damages of approximately $400,000 and, although the Company is vigorously defending such claims and believes that there is little to no risk of liability, it has accrued $400,000 for such risk. The Company filed its answer on May 6, 2019, denying responsibility for the mislabeling and denying any liability for damages therefrom. The matter was fully settled and was thus dismissed by the Court on May 2, 2023, and the Company paid Superior Soils $125,000. The settlement resulted in $275,000 other income as $400,000 had been accrued.

Contractual Matters

On November 1, 2013, we entered into an agreement with USMC, a related party, in which USMC provides various technical evaluations and mine development services for the Company with regard to the various mining properties/rights owned by the Company. Terms of services and compensation will be determined for each project undertaken by USMC.

On October 12, 2018, the Board approved a material supply agreement with USMC, a related party, pursuant to which USMC will provide designated natural resources to the Company at predetermined prices (see Note 12).

F-20

Note 10 - STOCKHOLDERS’ EQUITY

On May 19, 2022, the Company entered into an agreement with Newbridge Securities Corporation (“Newbridge”), pursuant to which Newbridge will provide investment banking and corporate advisory services to the Company. As consideration therefor, the Company issued Newbridge 300,000 shares of common stock on June 17, 2022 which shares are subject to a 12-month lockup from the date of issuance. The shares were issued at a fair value of $0.35 per share.

On July 7, 2022, $2,464,261 in principal and $108,910 in accrued interest of related party debt were converted into 23,741,654 shares.

On August 11, 2022, 8,669,400 shares were surrendered back to the Company in a settlement agreement.

On February 27, 2023, 300,000 were surrendered back to the Company in a settlement agreement.

On May 25, 2023, the Company issued 80,000 shares of common stock to Dr. Kimberly Kurtis, a board member, in exchange for $12,000 in accrued board compensation.

On May 25, 2023, the Company issued 230,000 shares of common stock to Jeffrey Guzy, a board member, in exchange for $24,000 in accrued board compensation.

On June 9, 2023, effective April 8, 2023, the Company entered into a one-year advisory agreement with Dr. Karen Scrivener (“Scrivener Agreement”) pursuant to which Dr. Scrivener will provide certain strategic advisory services to the Company. As compensation therefor, on June 9, 2023, Dr. Scrivener was issued 100,000 shares of the Company’s common stock at a fair value of $0.08 per share.

On January 31, 2024, the Company issued 8,877,923 shares of common stock to USMC in exchange for $1,525,676 notes payable principal and $87,211 in interest accrued through January 31, 2024.

On February 23, 2024, the board of directors authorized the immediate issuance of 300,000 shares of common stock and the issuance of 16,667 shares of common stock monthly from March 2024 through January 2025 and 16,663 shares of common stock in February 2025 pursuant to a consulting agreement. 450,003 shares of common stock have been issued as of November 30, 2024.

On March 31, 2024, the Company issued 10,256,400 shares of common stock to USMC in exchange for $1,000,000 of the July 10, 2023 line of credit and $25,640 in interest accrued through March 31, 2024.

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 10,000,000 shares of the Company’s common stock to be issued to employees and board members pursuant to options granted under the Option Plan. The Option Plan was subsequently approved by shareholders on September 28, 2018. As of November 30, ~~2023~~2024, options to purchase an aggregate of 4,268,787 shares of common stock have been granted to employees and board members under the Option Plan.

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

FOn April 8, 2023, the Company granted a director an option to purchase 350,000 shares of the Company’s common stock at an exercise price of $0.10 per share and a fair value of $26,623. This option vests immediately. The option was valued using the Black-21Scholes option pricing model under the following assumption as found in the table below.

On ~~June~~August 310, ~~2022~~2023, ~~in conjunction with~~ the ~~settlement agreement with Agregen, Robert Hurtado, James Todd Gauer and John Gingerich (see Note 8), the~~ Company granted ~~James~~a ~~Todd~~director ~~Gauer~~an ~~the~~ option to purchase 8200,~~669,400~~000 shares of ~~common stock,~~ the ~~equivalent~~Company’s ~~number of~~ common ~~shares surrendered~~stock ~~to the Company,~~ at an exercise price of $20.5015 per share and a fair value of $117,~~856,151~~987. ~~The~~This ~~options~~option ~~vest~~vests immediately. The ~~options~~option ~~were~~ was valued using the Black-Scholes option pricing model under the following ~~assumptions~~assumption as found in the table below.

On ~~August~~September 2613, ~~2022~~2023, the Company granted ~~options~~a todirector ~~purchase~~ an ~~aggregate~~option ofto 2purchase 200,~~223,787~~000 shares of ~~common stock to members of~~ the ~~Board,~~Company’s ~~consultants and~~common ~~employees~~stock ~~for services to be performed. The options were issued~~ at an exercise price of $0.2415 per share and a ~~total~~ fair value of $~~522~~16,~~411~~267. ~~The~~ ~~options~~This ~~vest~~option vests immediately. The ~~options~~option ~~were~~was valued using the Black-Scholes option pricing model under the following assumptions as found in the table below.:

On ~~April~~December 813, 2023, the Company granted athe ~~director~~Chief Financial Officer an option to purchase ~~350~~200,000 shares of the Company’s common stock at an exercise price of $0.1009 per share and a fair value of $2616,~~623~~762. ~~These~~This ~~options~~option ~~vest~~vests ~~immediately~~on December 13, 2024. The option was valued using the Black-Scholes option pricing model under the following ~~assumption~~assumptions as found in the table below.:

On August 10, 2023, the Company granted a director an option to purchase 200,000 shares of the Company’s common stock at an exercise price of $0.15 per share and a fair value of $17,987. These options vest immediately. the option was valued using the Black-Scholes option pricing model under the following assumption as found in the table below.

On September 13, 2023, the Company granted a director an option to purchase 200,000 shares of the Company’s common stock at an exercise price of $0.15 per share and a fair value of $16,267. These options vest immediately. The option was valued using the Black-Scholes option pricing model under the following assumptions:

Date	Number of Options		Stock Price		Strike Price		Expected Volatility			Risk-free Interest Rate			Dividend Rate			Expected Term	Fair Value
06/03/2022		8,669,400	$	0.22	$	2.50		274.50	%		2.95	%		0.00	%	3.5 years	$	1,856,151
08/26/2022		1,734,615	$	0.24	$	0.24		269.24	%		3.20	%		0.00	%	3.5 years	$	411,668
08/26/2022		242,424	$	0.24	$	0.24		276.76	%		3.20	%		0.00	%	3.0 years	$	57,264
08/26/2022		246,748	$	0.24	$	0.24		207.37	%		3.20	%		0.00	%	2.5 years	$	53,479
04/08/2023		350,000	$	0.08	$	0.10		202.26	%		3.72	%		0.00	%	3.5 years	$	26,623
08/10/2023		200,000	$	0.10	$	0.15		201.69	%		4.47	%		0.00	%	3.5 years	$	17,987
09/13/2023		200,000	$	0.10	$	0.15		198.67	%		4.64	%		0.00	%	3.5 years	$	16,267
12/13/2023		200,000	$	0.09	$	0.09		206.88	%		4.18	%		0.00	%	3.0 years	$	16,762

~~The Company granted options to purchase an aggregate of 750,000 and 10,893,187 shares of common stock during the fiscal years ended November 30, 2023 and 2022, respectively.~~F-21

The ~~weighted~~Company ~~average~~granted ~~grant date fair value of~~ options ~~granted~~to ~~and~~purchase ~~vested~~an ~~during~~aggregate ~~the~~of ~~year ended November 30~~200,000 ~~2023 was $60,877~~ and ~~$10~~750,~~982,523, respectively.~~000 ~~The~~shares ~~weighted average grant date fair value~~ of ~~options~~common ~~granted~~stock ~~and vested~~ during the ~~year~~fiscal years ended November ~~30, 2022 was $1,477,537~~ ~~and $~~30,~~525,346,~~ ~~respectively.~~2024 ~~The weighted average non-vested grant date fair value of non-vested options was $0~~ and ~~$10,917,826 at November 30,~~ 2023 ~~and November 30~~, ~~2022,~~ respectively.

The weighted average grant date fair value of options granted and vested during the year ended November 30, 2024 was $16,762 and $0, respectively. The weighted average grant date fair value of options granted and vested during the year ended November 30, 2023 was $60,877 and $10,982,523, respectively. The weighted average non-vested grant date fair value of non-vested options was $16,762 and $0 at November 30, 2024 and November 30, 2023, respectively.

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

SCHEDULE OF STOCK OPTION ACTIVITY

				Weighted
				Average
	Shares			Exercise Price
Outstanding at November 30, 2021		117,795,000		$	0.39
Outstanding at November 30, 2022		128,688,187		$	0.53
Granted		10750,~~893,187~~000		$	20.0413
Exercised		-		$	-
Expired or cancelled		-		$	-
Outstanding at November 30, 2022		128,688,187			0.53
Granted		750,000			0.13
Exercised		-			-
Expired or cancelled		-			-
Outstanding at November 30, 2023		129,438,187		$	0.53
Granted		200,000		$	0.09
Exercised		-		$	-
Expired or cancelled		(200,000	)	$	0.099
Outstanding at November 30, 2024		129,438,187		$	0.53

~~F-22~~The following table summarizes information about options to purchase shares of the Company’s common stock outstanding and exercisable at November 30, 2024:

The following table summarizes information about options to purchase shares of the Company’s common stock outstanding and exercisable at November 30, 2023:

				Weighted-		Weighted-
				Average		Average
Range of		Outstanding		Remaining Life		Exercise		Number
exercise prices		Options		In Years		Price		Exercisable
$	0.~~099~~09		~~400~~200,000		05.6404	$	0.~~099~~09		~~400,000~~-
	0.10		995,000		2.69		0.10		995,000
$	0.099		200,000		1.92	$	0.099		200,000
	0.12		50,000		4.82		0.12		50,000
$	0.10		995,000		1.69	$	0.10		995,000
	0.15		400,000		4.75		0.15		400,000
$	0.12		50,000		3.81	$	0.12		50,000
	0.24		2,223,787		3.41		0.24		2,223,787
$	0.15		400,000		3.74	$	0.15		400,000
	0.36		200,000		2.70		0.36		200,000
$	0.24		2,223,787		2.74	$	0.24		2,223,787
	0.38		116,000,000		4.84		0.38		116,000,000
$	0.36		200,000		1.70	$	0.36		200,000
	2.50		8,669,400		3.51		2.50		8,669,400
$	0.38		116,000,000		3.84	$	0.38		116,000,000
	3.00		500,000		2.25		3.00		500,000
$	2.50		8,669,400		2.51	$	2.50		8,669,400
			129,438,187		4.68	$	0.53		129,438,187
$	3.00		500,000		1.25	$	3.00		500,000
			129,438,187		3.70	$	0.53		129,238,187

The compensation expense attributed to the issuance of the options is recognized as they ~~are vested~~vest.

The stock options granted are exercisable over various terms from ~~thee~~three 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 $720,~~391,278~~762 and $317,~~622~~391,~~179~~278 for the years ended November 30, ~~2023~~2024 and ~~2022~~2023, respectively. As of November 30, ~~2023~~2024, there was no future compensation cost related to non-vested stock options.

The aggregate intrinsic value is $0 for total outstanding and exercisable options, which was based on our estimated fair value of the common stock of $0.10075 as of November 30, ~~2023~~2024, which is 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.

F-22

NOTE 12 – RELATED PARTY TRANSACTIONS

Bayshore Capital Advisors, LLC

On February 26, 2016, the Company issued a promissory note in the principal amount of $25,000 with an interest rate of 6% per annum to Bayshore Capital, an affiliate through common ownership of a 10% shareholder of the Company for working capital purposes. The note was payable August 26, 2016, or when the Company closes a bridge financing, whichever occurs first. As of November 30, 2022, the Company was in default on this note. On February 4, 2023, Bayshore Capital agreed to cancel the $25,000 debt, plus $10,146 of accrued and unpaid interest.

US Mine Corporation

~~The~~On December 1, 2013, the Company entered into a contract mining agreement with USMC, a ~~company~~5% ~~owned~~shareholder byand ~~the~~a ~~majority~~company ~~stockholders~~25% ofowned ~~the~~by ~~Company,~~ A. Scott ~~Dockter~~ Dockter, our President and ~~John~~Chief ~~Bremer~~Executive Officer, ~~pursuant~~and toa ~~which~~director, ~~USMC~~25% ~~provides~~owned ~~various~~by ~~technical~~John ~~evaluations~~Bremer, ~~and~~a ~~mine~~director, ~~development~~and ~~services~~50% toowned ~~the~~by ~~Company.~~Craig ~~During the~~Barto, ~~years~~father ~~ended~~of ~~November~~Brady 30Barto, ~~2023~~a ~~and~~former ~~2022,~~director of the Company, ~~made~~pursuant ~~purchases~~to ofwhich ~~$84,502~~USMC will provide various technical evaluations and ~~$136,759,~~mine ~~respectively,~~development services ~~from~~to ~~USMC~~the Company. NoServices ~~services~~totaling $0 were rendered by USMC for the ~~three~~fiscal ~~months and~~ years ended November 30, 2023 and 2022~~. In addition~~, ~~during~~respectively. For the ~~years~~year ended November 30, ~~2023 and 2022~~2024, ~~USMC~~the Company paid ~~$15,853~~USMC ~~and~~ $1168,~~323~~801 ~~respectively,~~under ~~of expenses to~~ the ~~Company’s~~mining ~~vendors~~agreement and ~~creditors~~$450 onwas ~~behalf~~unpaid ofat ~~the~~November ~~Company~~30, 2024. ~~During~~For the ~~years~~year ended November 30, 2023 ~~and 2022 USMC made cash advances to the Company of $914~~,~~788~~ ~~and $755,000, respectively, which are recorded as part of due to affiliates on~~ the Company’s ~~consolidated balance sheets. All amounts owed for services rendered, expenses~~ paid onUSMC ~~behalf of the Company~~$80,602 ~~and~~under ~~cash advances were converted into~~ the ~~Company’s~~mining ~~common~~agreement ~~stock pursuant to the September 5, 2019, Debt Exchange Agreement (See Note 6), the November 25, 2020, Securities Purchase Agreement (See Note 6)~~ and ~~the~~there ~~April 7, 2022, Securities Purchase Agreement (See Note 6). The balance due to USMC~~ was $0no ~~and~~unpaid $0amount at November 30, 2023 ~~and 2022, respectively~~.

~~F-23~~During the fiscal years ended November 30, 2024 and 2023, USMC paid $13,632 and $15,853, respectively, of expenses to the Company’s vendors and creditors on behalf of the Company and also made cash advances to the Company of convertible notes payable of $618,000 and $914,788, respectively, and lines of credit of $1,551,714 and $346,735, respectively.

All cash advances were converted into the Company’s common stock.

USMC Notes

On ~~September~~August 2630, ~~2019~~2022, ~~the~~in ~~Company~~connection ~~entered~~with ~~into~~the aApril 7, 2022, securities purchase agreement with USMC, ~~pursuant~~a torelated ~~which~~party ~~USMC~~(see ~~may~~Note ~~purchase up to $1~~6),~~000,000 of~~ the Company’s issued 5%a ~~unsecured~~ convertible ~~two-year~~ promissory ~~notes~~note in ~~one~~the oramount ~~more~~of ~~closings.~~$470,862 ~~The~~to ~~notes~~USMC, ~~are~~with ~~convertible into the Company’s common stock at~~ a ~~conversion~~maturity ~~price~~date of ~~$0.16~~August ~~per~~30, ~~share.~~2024 As(“Tranche ~~of April~~ #7,”). The ~~2022,~~note ~~USMC~~bears ~~had~~interest ~~purchased~~at ~~notes~~5% ~~totaling~~per ~~$1,000,000 with~~annum ~~maturity~~which ~~dates~~is ~~ranging~~payable ~~from~~on ~~December~~maturity. 1,Amounts ~~2021,~~due ~~through~~under ~~November~~the ~~25,~~note ~~2022~~may ~~(see~~be ~~Note~~converted ~~6).~~into ~~Interest~~shares ~~expense~~of onthe Company’s ~~these~~common ~~notes~~stock ~~totaled~~at ~~$20,756 and~~any ~~$50,000~~time ~~for~~at the ~~years~~option ~~ended~~of ~~November~~the 30noteholder, ~~2022~~at ~~and~~a ~~2021,~~conversion ~~respectively.~~price Onof ~~April~~$0.39 7,per ~~2022,~~share. ~~the~~Total ~~December~~interest 1,expense on ~~2019,~~Tranche ~~January~~#7 1was $3,999 ~~2020~~ and ~~February~~ 1$23,543 ~~2020~~for ~~notes~~the ~~were~~year ~~amended~~ended toNovember ~~extend~~30, ~~the~~2024 ~~maturity~~and ~~dates to April 30~~2023, ~~2022~~respectively. On ~~April~~January 731, ~~2022~~2024, USMC converted the ~~aggregate~~ outstanding principal ~~balance~~ of $1470,~~000,000~~862 ofand ~~the~~accrued ~~December~~interest 1,as ~~2019,~~of January 131, ~~2020,~~2024 ~~February~~of ~~1, 2020 and December 1, 2020 notes, plus accrued interest totaling~~ $7533,~~346~~476 ~~through such date,~~ into 61,~~720~~293,~~906~~175 shares of the Company’s common stock.

On November 2529, ~~2020~~2022, ~~the~~in ~~Company~~connection ~~entered a securities purchase agreement~~ with ~~USMC pursuant to which USMC may purchase up to $2,000,000 of~~ the ~~Company’s 5% unsecured two-year promissory notes in one or more closings. The notes are convertible into the Company’s common stock at a conversion price of $0.088 per share. As of~~ April 7, 2022, ~~USMC~~securities ~~has~~purchase ~~purchased~~agreement ~~notes~~with ~~totaling $1~~USMC,~~579,769~~ ~~with~~ a ~~maturity date~~related ofparty ~~March 17, 2023~~ (see Note 6)~~. Interest expense on these notes totaled $8~~,~~800~~ ~~and $20,490 for~~ the ~~years ended November 30, 2022 and 2021, respectively. On March 14, 2022, in connection with the November 25, 2020, securities purchase agreement with USMC, a related party, the~~ Company issued a convertible promissory note in the amount of $~~884~~140,~~492~~027 to USMC, with a maturity date of ~~March~~November 1429, 2024. ~~The~~(“Tranche #8”). The note bears interest at 5% per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock, at any time at the option of the ~~note holder~~noteholder, at a conversion price of $0.~~088~~39 per share. ~~Interest~~Total ~~expense~~interest expense on ~~this~~Tranche ~~note totaled~~#8 was $21,~~908~~189 and $7,001 for the ~~year~~years ended November 30, ~~2022~~2024 and 2023, respectively. On ~~April~~January 731, ~~2022~~2024, USMC converted the ~~aggregate~~ outstanding principal ~~balance~~ of $1140,~~464,337~~027 ofand ~~the~~accrued ~~November~~interest ~~25,~~as ~~2020~~of ~~note~~January ~~and March 14~~31, ~~2022~~2024 ~~note,~~of ~~plus accrued interest totaling~~ $338,~~488~~210 ~~through such date,~~ into 17380,~~020,748~~ 095 shares of the Company’s common stock.

On ~~August~~February 3028, ~~2022~~2023, in connection with the April 7, 2022, securities purchase agreement with USMC, a related party (see Note 6), the ~~Company~~ Company issued a convertible promissory note in the amount of $~~470~~308,~~862~~ 320 to USMC, with a maturity date of ~~August~~February 3028, ~~2024~~2025 (“Tranche #79”). The note bears interest at 5% per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock at any time at the option of the noteholder, at a conversion price of $0.39 per share. Total interest expense on Tranche #79 was ~~approximately~~$2,619 and $2311,~~543~~ 615 for the ~~year~~years ended November 30, 2024 and 2023, respectively. On January 31, 2024, USMC converted the outstanding principal of $~~470~~308,~~862~~ 320 and accrued interest as of January 31, 2024 of $3314,~~476~~ 233 into 1827,~~293,175~~ 060 shares of the Company’s common stock.

On ~~November~~May 2931, ~~2022~~2023, in connection with the ~~April~~March 720, ~~2022~~2023, securities purchase agreement with USMC, a related party (see Note 6), the ~~Company~~ Company issued a convertible promissory note in the amount of $~~140~~412,~~027~~ 533 to USMC, with a maturity date of ~~November~~May 2931, ~~2024~~2025 (“Tranche #810”). The note bears interest at 58% per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock at any time at the option of the noteholder, at a conversion price of $0.39 10 per share. Total interest expense on Tranche #810 was ~~approximately~~$5,606 and $716,~~001~~ 547 for the ~~year~~years ended November 30, 2024 and 2023, respectively. On January 31, 2024, USMC converted the outstanding principal of $~~140~~412,~~027~~ 533 and accrued interest as of January 31, 2024 of $822,~~210~~ 152 into ~~380~~4,~~095~~ 346,855 shares of the Company’s common stock.

On ~~February~~June 2830, 2023, in connection with the ~~April~~March 720, ~~2022~~2023, securities purchase agreement with USMC, a related party (see Note 6), the ~~Company~~ Company issued a convertible promissory note in the amount of $~~308~~193,~~320~~ 935 to USMC, with a maturity date of ~~February~~June 2830, 2025 (“Tranche #911”). The note bears interest at 58% per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock at any time at the option of the noteholder, at a conversion price of $0.39 10 per share. Total interest expense on Tranche #911 was ~~approximately~~$2,635 and $116,~~615~~ 503 for the ~~year~~years ended November 30, 2024 and 2023, respectively. On January 31, 2024, USMC converted the outstanding principal of $~~308~~193,~~320~~ 935 and accrued interest as of January 31, 2024 of $149,~~233~~ 139 into ~~827~~2,~~059~~ 030,738 shares of the Company’s common stock.

On May 31, 2023, in connection with the March 20, 2023, securities purchase agreement with USMC, a related party (see Note 6), the Company issued a convertible promissory note in the amount of $412,533 to USMC, with a maturity date of May 31, 2025 (“Tranche #10”). The note bears interest at 8% per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company’s common stock at any time at the option of the noteholder, at a conversion price of $0.10 per share. Total interest expense on Tranche #10 was approximately $16,547 for the year ended November 30, 2023. On January 31, 2024, USMC converted the outstanding principal of $412,533 and accrued interest as of January 31, 2024 of $22,152 into 4,346,855 shares of the Company’s common stock.F-23

On ~~June~~February 308, ~~2023~~2024, ~~in connection with~~ the ~~March 20, 2023, securities purchase agreement with USMC, a related party (see Note 6), the~~ Company issued a convertible promissory note in the amount of $~~193~~618,~~935~~ 000 to USMC, with a maturity date of ~~June 30~~February 7, ~~2025 (“Tranche #11”)~~2026. The ~~note~~principal ~~bears~~amount ~~interest~~was atfunded ~~8% per~~in ~~annum~~equal ~~which~~installments isas ~~payable~~follows: on ~~maturity.~~February ~~Amounts~~8, ~~due~~2024 ~~under~~$103,000; ~~the~~on ~~note~~March ~~may~~1, be2024 ~~converted~~$103,000; ~~into~~on April ~~shares~~1, of2024 ~~the~~$103,000; ~~Company’s~~on ~~common~~May ~~stock at~~1, ~~any~~2024 ~~time~~$103,000; aton ~~the~~July ~~option~~1, of2024 ~~the noteholder~~$103,000; aton aAugust ~~conversion~~1, ~~price~~2024 of $0103,000.10 The note bears interest at 8% per ~~share.~~annum ~~Total~~which ~~interest~~is ~~expense~~payable on ~~Tranche~~maturity. ~~#11~~Total ~~was~~interest ~~approximately~~expense ~~$6,503~~ for the year ended November 30, ~~2023~~2024 was $29,733. OnAmounts ~~January~~due ~~31,~~under ~~2024,~~the note ~~USMC~~may be converted into shares of the ~~outstanding~~Company’s ~~principal~~common ofstock ~~$193,935 and~~at ~~accrued~~any ~~interest~~time asat the option of ~~January~~the 31noteholder, ~~2024~~at ofa ~~$9,139 into~~conversion ~~2,030,738~~price ~~shares~~ of ~~the~~$0.08 ~~Company’s~~per ~~common stock~~share.

The outstanding balance due on the above notes to USMC was $1618,~~525,676~~000 and $~~610~~1,~~889~~525,676 at November 30, ~~2023~~2024 and ~~2022~~2023, respectively.

~~Line~~Lines of Credit – USMC

On July 10, 2023, the Company entered into a line of credit agreement and unsecured convertible grid promissory note with USMC. The July 10, 2023 line of credit agreement provides for the issuance of up to an aggregate of $1,000,000 of advances from USMC under an unsecured convertible grid promissory note (See Note 6) until July 2024. The note bears interest at 8% per annum and any outstanding principal or accrued interest under the note is convertible into shares of the Company’s common stock at a conversion price of $0.10 per share on the maturity date. As of November 30, ~~2023~~2024, there have been $~~346~~1,~~735~~000,000 advances from USMC under the July 10, 2023 line of credit agreement. As of November 30, ~~2023~~2024, the accrued interest on the July 10, 2023 line of credit was $60. On March 31,~~784~~ 2024, the noteholder converted the July 10, 2023 line of credit principal of $1,000,000 and accrued interest of $25,640 into 10,256,400 shares of common stock.

~~F-24~~On March 7, 2024, the Company entered into a line of credit agreement and unsecured convertible grid promissory note with USMC. The March 7, 2024 line of credit agreement provides for the issuance of up to an aggregate of $1,000,000 of advances from USMC under an unsecured convertible grid promissory note (See Note 12) until March 7, 2025. The note bears interest at 8% per annum and any outstanding principal or accrued interest under the note is convertible into shares of the Company’s common stock at a conversion price of $0.08 per share on the maturity date. As of November 30, 2024, there have been $898,449 total advances from USMC under the March 7, 2024 line of credit agreement. As of November 30, 2024, the accrued interest on the July 10, 2023 line of credit was $32,410. The line of credit was fully funded in January 2025.

USMC has advanced an additional $238,449 as of February 28, 2025. Terms of a new line of credit and unsecured convertible grid promissory note have not yet been determined.

USMC Mining Agreements

On April 22, 2020, the Company entered into a Material Supply Agreement (the “Supply Agreement”) with USMC which amended ~~the~~ the prior Materials Supply Agreement entered into on October 12, 2018. Under the terms of the Supply Agreement, all kaolin clay ~~purchased~~ purchased by the Company from USMC under the Supply Agreement must be used exclusively for agricultural products and supplementary ~~cementitious~~ cementitious materials. The Company will pay $25 per ton for the kaolin clay for supplementary cementitious materials and $145 per ton for bagged products for clay for agriculture (in each case plus an additional $5 royalty fee per ton). The Supply Agreement also provides that if USMC provides pricing to any other customer which is more favorable than that provided to the Company, USMC will adjust the cost to the Company to conform to the more favorable terms. The initial term of the Supply Agreement is three years, which automatically renews for three successive one-year terms, unless either party provides notice of termination at least sixty days prior to the end of the then current term. Either party has the right to terminate the Supply Agreement for a material breach which is not cured within 90 days. For the years ended November 30, ~~2023~~2024 and ~~2022~~2023, the Company purchased $8068,~~601~~ 801 and $~~108~~80,~~686~~602, respectively, under the Supply Agreement. ~~Since April 22, 2020, the Company has purchased $501,262 of materials under the Supply Agreement.~~

US Mine LLC

On May 27, 2021, the Company entered into the Materials Extraction Agreement with US Mine, LLC, pursuant to which the Company acquired the right to extract up to 100,000,000 of certain raw clay materials. The Materials Extraction Agreement is effective until 100,000,000 tons of material are extracted. As compensation for such right, the Company issued a ten-year convertible promissory note in the principal amount of $50,000,000 to US Mine, LLC (the “US Mine Note”). The US Mine Note bears interest at the rate of 2.5% per annum which is payable upon maturity. Amounts due under the US Mine Note may be converted into shares of the Company’s common stock at the option of the noteholder, at a conversion price of $0.43 per share. The noteholder may convert (i) up to 50% of the outstanding balance on or after such date as the Company’s common stock is listed for trading on any national securities exchange, (ii) up to an additional 25% of the outstanding balance on or after the six-month anniversary of such initial trading date, and (iii) the remaining 25% on or after the twelve-month anniversary of such initial trading date. In addition, the Company will pay US Mine, LLC a royalty fee of $5.00 per ton of materials extracted and any royalty not paid in a timely manner with be subject to 15% interest per annum and compounded monthly.

On October 6, 2021, and prior to consummation of activities under the Materials Extraction Agreement, the Company and US Mine, LLC executed an amendment to the Materials Extraction Agreement (the “Amendment”). Pursuant to the Amendment, the US Mine Note was retroactively rescinded, ab initio and an option to purchase an aggregate of 116,000,000 shares of the Company’s common stock at an exercise price of $0.38 per share until April 6, 2028, was issued to US Mine, LLC as compensation. Shares subject to the option vested as to 58,000,000 shares on April 6, 2022, 29,000,000 shares on October 6, 2022, and 29,000,000 shares will vest on April 6, 2023. This agreement was further amended and restated in June 2022, with the same option purchase, vesting and exercise schedule. ~~For~~The ~~the year ended November 30, 2023, the~~ Company expensed $0 and $7,278,550 in stock-based compensation expense related to the issuance of the 116,000,000 options issued to USMC for the years ended November 30, 2024 and 2023, respectively.

F-24

Transactions with Officers

On August 31, 2017, the Company issued a note in the amount of $197,096 to A. Scott Dockter, President, Chief Executive Officer and a director of the Company, to consolidate the total amounts due to Mr. Dockter. The note bears interest at 6% and is due upon demand. During the years ended November 30, ~~2023~~2024 and ~~2022~~2023, the Company paid $208,~~000~~ 716 and $3020,000, respectively, towards the outstanding balance of the note. The balance on the note was $~~8,716~~ 0 and $288,716 as of November 30, ~~2023~~2024 and ~~2022~~2023, respectively. Total interest expense on the note was $~~899~~198 and $~~2,770~~ 899 for the years ended November 30, ~~2023~~2024 and ~~2022~~2023, respectively.

F-25

Convertible Debt – Board of Directors

On April 8, 2021, the Company entered into the Guzy Director Agreement (~~see~~See Note 6) pursuant to which Mr. Guzy will serve as a director of the Company, which agreement will automatically renew for successive one-year terms unless either party notifies the other of its desire not to renew the Agreement within 30 days of the expiration of the then current term. As compensation therefor, Mr. Guzy is entitled to a cash fee of $1,000 per month which accrues as 0% debt to the Company until the Company has its first cash-flow positive month. ~~Any~~Effective March 1, 2023, Mr. Guzy’s monthly compensation was increased to $1,500. Any amounts owed to Mr. Guzy at the Renewal Date or upon Mr. Guzy’ resignation or removal will be converted into common stock at ~~a price~~the ~~per~~lower ~~share~~of ~~equal to market~~ price onper ~~the~~share ~~exchange~~of or$0.10 ~~trading market where such stock is then traded~~ or ~~quoted or~~ the VWAP of the common stock for the 20-days immediately preceding the Renewal Date or the Termination Date, as the case may be. ~~Mr. Guzy was also issued a five-year stock option to purchase 250,000 shares of common stock at an exercise price of $0.24.~~ The Agreement also includes a non-competition provision during the term of the Agreement and for twelve months thereafter. As of November 30, 2024, there were no cash fees owed to Mr. Guzy.

On August 13, 2021, the Company entered into the Kurtis Director Agreement (~~see~~See Note 6) pursuant to which Dr. Kurtis will ~~provide~~serve upas toa director ~~five~~and ~~hours~~provide ~~per month of~~ board services, which agreement will automatically renew for successive one-year terms unless either party notifies the other of its desire not to renew the Agreement within 30 days of the expiration of the then current term. As compensation therefor, Dr. Kurtis is entitled to a cash fee of $1,000 per month which accrues as debt to the Company until the Company has its first cash-flow ~~positive~~ positive month. Any amounts owed to Dr. Kurtis at the Renewal Date or upon Dr. Kurtis’ resignation or removal will be converted into common stock at a price per share equal to market price on the exchange or trading market where such stock is then traded or quoted or the VWAP of the common stock for the 20-days immediately preceding the Renewal Date or the Termination Date, as the case may be. Dr. Kurtis was also issued a five-year stock option to purchase 200,000 shares of common stock at $0.15. The Agreement includes a non-competition ~~provision~~ provision during the term of the Agreement and for twelve months thereafter. As of November 30, ~~2023~~2024, the Company has debt in the amount of $1628,000 owed to Dr. Kurtis.

On September 11, 2023, the Company entered into the Barto Director Agreement (see Note 6) pursuant to which Mr. Barto agrees to devote as much time as is necessary to perform completely the duties as a ~~Director~~director. Mr. Barto shall be notified within 30 days before the end of the twelve months whether his contract shall be renewed under the same terms of compensation. As compensation therefor, Mr. Barto is entitled to a cash fee of $1,000 per month which accrues as debt to the Company until the Company has its first cash-flow positive month. Any amounts owed to Mr. Barto at the ~~Renewal~~end ~~Date~~of the twelve-month term or ~~the~~at ~~Termination~~his ~~Date~~earlier removal or resignation will be converted into common stock at the lower price of $0.15 per share or ~~the market price on the exchange~~ or ~~trading market where such stock is then traded or quoted or~~ the VWAP of the common stock for the 20-days ~~immediately~~from ~~preceding~~ the ~~Renewal~~last ~~Date~~date orof ~~the~~Mr. ~~Termination~~Barto ~~Date,~~being as on the ~~case may be~~board. Mr. Barto was also issued a five-year stock option to purchase 200,000 shares of common stock at $0.15. The Agreement includes a non-competition provision during the term of the Agreement and for twelve months thereafter. As of November 30, ~~2023~~2024, the Company has debt in the amount of $315,000 owed to Mr. Barto. Mr. Barto resigned as a director on February 5, 2025.

On June 9, 2023, ~~effective April 8, 2023,~~ the Company entered into ~~the~~an agreement with Karen Scrivener, ~~Agreement~~an advisory board member, pursuant to which Dr. Scrivener will ~~provide~~ provide certain strategic advisory services to the Company. As compensation therefor, Dr. Scrivener was issued 100,000 shares of the Company’s common stock on June 9, 2023, at a fair value of $0.08 per share.

On February 16, 2024, the Company entered into a one-year consulting agreement with Magmatics, Inc. (“Magmatics”) pursuant to which Joe Thomas, an advisory board member, will assist in the design, production, testing, and certification of metakaolin and an HP-SCM. Magmatics was issued 300,000 shares of the Company’s common stock upon entering into the agreement and will be issued 16,667 shares of the Company’s common stock for each thirty-day period completed for eleven months and 16,663 shares of the Company’s common stock for the twelfth month. 450,003 shares have been issued as of November 30, 2024 under such agreement.

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Leases

On October 1, 2020, the Company entered into a two-year lease agreement for its office space with USMC with a monthly rent of $1,500 (See Note 7). The lease was amended to extend the lease for an additional two-year term effective November 1, 2022 and to add an additional 700 square feet of office space for a total monthly rental price of $3,500 per month. Effective November 1, 2024, the lease was amended to change the term to month-to-month at $1,500 per month. We no longer lease the additional 700 square feet. We are evaluating moving our offices to a nearby location in the current year.

NOTE 13 – CONCENTRATION OF CREDIT RISK

Cash Deposits

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. As of November 30, ~~2023~~2024 and ~~2022~~2023, the Company had no deposits in excess of the FDIC insured limit.

Revenues

Four customers accounted for 99100% of total revenue for the fiscal year ended November 30, ~~2023~~2024, as set forth below:

Customer A	55	%
Customer B	31	%
Customer C	12	%
Customer D	2	%

Four customers accounted for 99% of total revenue for the year ended November 30, 2023, as set forth below:

Customer A	45	%
Customer B	21	%
Customer C	17	%
Customer D	16	%

Four customers accounted for 99% of total revenue for the year ended November 30, 2022, as set forth below:

Customer A	40	%
Customer B	28	%
Customer C	19	%
Customer D	12	%

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Accounts Receivable

The Company did not have any accounts receivable as of November 30, ~~2023~~2024 and November 30, ~~2022~~2023.

Vendors

One supplier, a related party, accounted for 100% of purchases as of November 30, 2024.

One supplier, a related party, accounted for 100% of purchases as of November 30, 2023.

~~One supplier, a related party, accounted for 100% of purchases as of November 30, 2022.~~F-26

NOTE 14 – INCOME TAXES

The Company identified its federal and California state tax returns as its “major” tax jurisdictions. The periods the Company’s income tax returns are subject to examination for these jurisdictions are calendar year 2018 through 2023. The Company believe its income tax filing positions and deductions will be sustained on audit, and the Company does not anticipate any adjustments that would result in a material change to its financial position. Therefore, no liabilities for uncertain tax positions have been recorded.

At November 30, ~~2023~~2024, the Company had available net operating loss carry-forwards for federal income tax reporting purposes of $1213,~~933~~953,~~849~~730 which are available to offset future taxable income. As a result of the Tax Cuts Job Act 2017, certain of these carry-forwards do not expire. The Company has not performed a formal analysis, but it believes its ability to use such net operating losses and tax credit carry-forwards is subject to annual limitations due to change of control provisions under Sections 382 and 383 of the Internal Revenue Code, which significantly impacts its ability to realize these deferred tax assets.

The Company’s net deferred tax assets, liabilities and valuation allowance as of November 30, ~~2023~~2024 and ~~2022~~2023 are summarized as follows:

	2023			2022
	2024			2023
	Year Ended November 30,
	2023			2022
	2024			2023
Deferred tax assets:
Net operating loss carryforwards	$	3,~~260~~890,~~600~~939		$	23,~~692~~260,~~900~~600
Total deferred tax assets		3,~~260~~890,~~600~~939			23,~~692~~260,~~900~~600
Valuation allowance		(3,~~260~~890,~~600~~939	)		(23,~~692~~260,~~900~~600	)
Net deferred tax assets	$	-		$	-

The Company records a valuation allowance in the full amount of its net deferred tax assets since realization of such tax benefits has been determined by management to be less likely than not. The valuation allowance increased $~~567~~630,~~700~~339 during the year ended November 30, ~~2023~~2024. The valuation allowance ~~decreased~~increased $2333,~~266,900~~390 during the year ended November 30, ~~2022~~2023.

A reconciliation of the statutory federal income tax benefit to actual tax benefit for the years ended November 30, ~~2023~~2024 and ~~2022~~2023, is as follows:

	2023			2022
	2024			2023
Federal statutory blended income tax rates		(21	)%		(21	)%
State statutory income tax rate, net of federal benefit		(7	)%		(7	)%
Change in valuation allowance		2119	%		821	%
Other		79	%		207	%
Effective tax rate		-	%		-	%

To date, the Company has not filed its ~~2023~~2024 federal and state corporate income tax returns. The Company expects to make these filings as soon as practicable.

NOTE 15 – 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 November 30, ~~2023~~2024 through the date the consolidated financial statements were available for issuance. During this period the Company did not have any material reportable subsequent events other than those reported below.

OnBrady ~~January~~Barto ~~31,~~resigned ~~2024,~~as ~~USMC~~a ~~converted~~director ~~the outstanding principal~~ and ~~accrued~~a ~~interest~~member of ~~notes~~the ~~payable~~Compensation ~~into~~Committee ~~shares~~and Audit Committee of the Company’s ~~common~~on ~~stock~~February as5, ~~follows:~~2025

●On December ~~The August 30~~20, ~~2022 note (Tranche #7) principal of $470~~2024,~~862~~ ~~and accrued interest through~~ January 3121, ~~2024 of $33~~2025,~~476~~ ~~into 1,293,175 shares ● The November 29, 2022 note (Tranche #8) principal of $140,027~~ and ~~accrued interest through January 31, 2024 of $8,210 into 380,095 shares ● The~~ February 2818, ~~2023 note (Tranche #9) principal of $308~~2025,~~320~~ ~~and~~the ~~accrued~~Company ~~interest~~issued ~~through January 31~~16, ~~2024 of $14~~667,~~233~~ ~~into 827~~16,~~060 shares ● The May 31~~667, ~~2023 note (Tranche #10) principal of $412,533~~ and ~~accrued interest through January 31~~16,663 ~~2024~~shares of ~~$22,152~~common ~~into 4~~stock,~~346,855~~ ~~shares ● The June 30~~respectively, to ~~2023~~a ~~note~~consultant ~~(Tranche~~for ~~#11)~~services ~~principal~~provided ofto ~~$193,935~~the ~~and accrued interest through January 31, 2024 of $9,139 into 2,030,738 shares~~Company.

On February 6, ~~2024~~2025, the ~~Company~~board ~~agreed~~of todirectors ~~pay~~approved ~~$618,000 in~~repricing ~~six~~all ~~equal~~options ~~monthly~~granted ~~payments~~under the 2017 PureBase Corporation Stock Plan to an exercise price of $~~103,000 each~~0.06 ~~with~~per ~~the~~share. ~~first~~There ~~payment~~is onno ~~February~~impact 8,on ~~2024~~the infinancial ~~regards~~statements tofor the ~~Calvanico~~period ~~Claim~~ended ~~(see~~November ~~Note~~30, 9)2024.

On February 6, 2025, the board of directors approved an option for 200,000 shares to the chief financial officer in accordance with his employment agreement.

On February 6, 2025, the board of directors approved two options for 100,000 shares each to an employee.

On February 20, 2025, the Company signed an amendment to the office lease effective November 1, 2024. The term is month-to-month at $1,500 per month. The Company no longer leases an additional 700 square feet.

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