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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the Quarterly Period Ended ~~February~~May 2831, 2025

☐ 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
14110 Ridge Road Sutter Creek, California		95685
(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

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 13(a) of the Exchange Act: ☐

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

As of ~~April~~July 14, 2025, there were ~~250~~277,~~497~~968,~~328~~151 shares of the registrant’s common stock outstanding.

PUREBASE CORPORATION AND SUBSIDIARIES

FOR THE QUARTERLY PERIOD ENDED ~~FEBRUARY~~MAY 2831, 2025

		Page
PART I.	FINANCIAL INFORMATION	3
ITEM 1.	FINANCIAL STATEMENTS	3
	CONDENSED CONSOLIDATED BALANCE SHEETS AS OF FEBRUARY 28, 2025 AND NOVEMBER 30, 2024	3
	CONDENSED CONSOLIDATED BALANCE SHEETS AS OF MAY 31, 2025 AND NOVEMBER 30, 2024	3
	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025 AND FEBRUARY 29, 2024	4
	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED MAY 31, 2025 AND 2024	4
	CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025 AND FEBRUARY 29, 2024	5
	CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT FOR THE THREE AND SIX MONTHS ENDED MAY 31, 2025 AND 2024	5
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED FEBRUARY 28, 2025 AND FEBRUARY 29, 2024	6
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED MAY 31, 2025 AND 2024	6
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	7
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2829
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3234
ITEM 4.	CONTROLS AND PROCEDURES	3234
PART II.	OTHER INFORMATION	3336
ITEM 1.	LEGAL PROCEEDINGS	3336
ITEM 1A.	RISK FACTORS	3336
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	3336
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	3336
ITEM 4.	MINE SAFETY DISCLOSURES	3336
ITEM 5.	OTHER INFORMATION	3336
ITEM 6.	EXHIBITS	3336
SIGNATURES		3437

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PUREBASE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	February 28, 2025			November 30, 2024
	May 31, 2025			November 30, 2024
	(Unaudited)			(Audited)
ASSETS
Current Assets:
Cash and cash equivalents	$	~~19,990~~500		$	28,100
Prepaid expenses and other assets		44,310			19,512
Accounts receivable, net		49,140			-
Total Current Assets		64,300			47,612
Prepaid expenses and other assets		40,736			19,512
Property and equipment, net		747,619			749,437
Right of use asset		15,807			-
Total Assets	$	811,919		$	797,049
Total Current Assets		106,183			47,612
Property and equipment, net		745,800			749,437
Total Assets	$	851,983		$	797,049
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses	$	~~144~~249,~~346~~622		$	93,548
Interest payable, related party		96121,~~426~~519			74,673
Line of credit, related party		1,000,000			898,449
Advances, related party		~~238~~481,449			-
Note payable, related party		31,000			31,000
Convertible notes payable, related parties		48,500			43,000
Lease liability		15,859			-
Total Current Liabilities		1,558,721			1,140,670
Convertible notes payable, related parties		53,000			43,000
Interest payable, related party, net of current portion		42,093			29,733
Total Current Liabilities		1,952,449			1,140,670
Interest payable, related party, net of current portion		53,079			29,733
Convertible notes payable; related party, net of current portion		618,000			618,000
Total Liabilities		2,~~218~~623,~~814~~528			1,788,403
Commitments and Contingencies (Note 9)		-			-
Stockholders’ Deficit:
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding at February 28, 2025 and November 30, 2024		-			-
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding at May 31, 2025 and November 30, 2024		-			-
Common stock, $0.001 par value; 520,000,000 shares authorized; 250,497,328 and 250,447,331 shares issued and outstanding, at February 28, 2025 and November 30, 2024, respectively		250,497			250,447
Common stock, $0.001 par value; 520,000,000 shares authorized; 250,497,328 and 250,447,331 shares issued and outstanding at May 31, 2025 and November 30, 2024, respectively		250,497			250,447
Additional paid in capital		63,~~003~~014,~~819~~740			62,966,722
Accumulated deficit		(6465,~~661~~036,~~211~~782	)		(64,208,523	)
Total Stockholders’ Deficit		(1,~~406~~771,~~895~~545	)		(991,354	)
Total Liabilities and Stockholders’ Deficit	$	~~811~~851,~~919~~983		$	797,049

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

PUREBASE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

	February 28, 2025			February 29, 2024
	For the three months ended May 31,						For the six months ended May 31,
	For the three months ended
	2025			2024			2025			2024
	February 28, 2025			February 29, 2024
Revenue, net	$	198,621		$	105,722		$	198,621		$	105,722
Revenue, net	$	-		$	-
Cost of goods sold		52,743			33,075			52,743			33,075
Cost of goods sold		-			-
Gross margin		145,878			72,647			145,878			72,647
Gross margin		-			-
Operating expenses
Operating expenses
Selling, general and administrative		471,640			388,197			856,709			841,762
Selling, general and administrative		385,069			453,565
Stock based compensation		10,921			4,191			44,068			12,382
Stock based compensation		33,147			8,191
Total operating expenses		482,561			392,388			900,777			854,144
Total operating expenses		418,216			461,756
Loss from operations		(336,683	)		(319,741	)		(754,899	)		(781,497	)
Loss from operations		(418,216	)		(461,756	)
Other income (expense)
Other income (expense)
Interest expense related party		(36,488	)		(18,749	)		(70,960	)		(47,965	)
Interest expense related party		(34,472	)		(29,216	)
Total other income (expense), net		(36,488	)		(18,749	)		(70,960	)		(47,965	)
Total other income (expense), net		(34,472	)		(29,216	)
Loss before provision for income taxes		(373,171	)		(338,490	)		(825,859	)		(829,462	)
Net loss	$	(452,688	)	$	(490,972	)
Provision for income taxes		2,400			2,400			2,400			2,400
Loss per share – basic and diluted	$	(0.00	)	$	(0.00	)
Net loss	$	(375,571	)	$	(340,890	)	$	(828,259	)	$	(831,862	)
Weighted average number of shares of common stock outstanding – basic and diluted		250,469,183			233,712,013
Loss per share – basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding – basic and diluted		250,497,328			246,863,650			250,483,410			240,323,765

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

PUREBASE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN 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, 2023 (audited)		-	$	-		230,863,005	$	230,863	$	60,271,605	$	(62,730,978	)	$	(2,228,510	)
Stock based compensation – options		-		-		-		-		4,191		-			4,191
Shares for services		-		-		300,000		300		23,700		-			24,000
Convertible debt converted into common stock, related party		-		-		8,877,923		8,878		1,604,009		-			1,612,887
Net loss		-		-		-		-		-		(490,972	)		(490,972	)
Balance at February 29, 2024 (unaudited)		-	$	-		240,040,928	$	240,041	$	61,903,505	$	(63,221,950	)	$	(1,078,404	)
Stock based compensation – options		-		-		-		-		4,191		-			4,191
Shares issued for services		-		-		50,001		50		3,950		-			4,000
Convertible debt converted into common stock, related party		-		-		10,256,400		10,256		1,015,384		-			1,025,640
Net loss		-		-		-		-		-		(340,890	)		(340,890	)
Balance at May 31, 2024 (unaudited)		-	$	-		250,347,329	$	250,347	$	62,927,030	$	(63,562,840	)	$	(385,463	)
Balance at November 30, 2024 (audited)		-	$	-		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	)
Stock based compensation – options		-		-		-		-		33,147		-			33,147
Shares issued for services		-		-		49,997		50		3,950		-			4,000
Net loss		-		-		-		-		-		(452,688	)		(452,688	)
Balance February 28, 2025 (unaudited)		-	$	-		250,497,328	$	250,497	$	63,003,819	$	(64,661,211	)	$	(1,406,895	)
Balance at February 28, 2025 (unaudited)		-	$	-		250,497,328	$	250,497	$	63,003,819	$	(64,661,211	)	$	(1,406,895	)
Balance		-	$	-		250,497,328	$	250,497	$	63,003,819	$	(64,661,211	)	$	(1,406,895	)
Stock based compensation - options		-		-		-		-		10,921		-			10,921
Net loss		-		-		-		-		-		(375,571	)		(375,571	)
Balance at May 31, 2025 (unaudited)		-	$	-		250,497,328	$	250,497	$	63,014,740	$	(65,036,782	)	$	(1,771,545	)
Balance		-	$	-		250,497,328	$	250,497	$	63,014,740	$	(65,036,782	)	$	(1,771,545	)

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

PUREBASE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	February 28, 2025			February 29, 2024
	May 31, 2025			May 31, 2024
	For the Three Months Ended
	For the Six Months Ended
	February 28, 2025			February 29, 2024
	May 31, 2025			May 31, 2024
Cash Flows From Operating Activities:
Net loss	$	(~~452~~828,~~688~~259	)	$	(~~490~~831,~~972~~862	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		3344,~~147~~068			812,~~191~~382
Stock issued for services		4,000			2428,000
Non-cash director compensation		5,500			6,000
Director compensation accrued as convertible debt		10,000			12,000
Depreciation		13,~~819~~637			-
Right of use asset and liability, net		-52			(80285	)
Changes in operating assets and liabilities:
Prepaid expenses and other assets		(24,798	)		(11,258	)
Accounts receivable		(49,140	)		(50,034	)
Accounts payable and accrued expenses		50,797			(136,311	)
Prepaid expenses and other assets		(21,224	)		(1,346	)
Settlement liability		-			(103,000	)
Accounts payable and accrued expenses		156,074			(223,116	)
Interest payable, related party		34,113			28,218
Settlement liability		-			(412,000	)
Net Cash Used In Operating Activities		(348,110	)		(675,212	)
Interest payable, related party		70,192			6,729
Net Cash Used In Operating Activities		(610,600	)		(1,459,532	)
Cash Flows From Investing Activities:
Net Cash Used In Investing Activities		-			-
Cash Flows From Financing Activities:
Advances from related party		~~238~~481,449			-
Advances from related party for convertible note		-			~~103~~412,000
Proceeds from line of credit, related party		101,551			~~572~~1,095,400
Net Cash Provided By Financing Activities		340,000			675,400
Payments on note payable to officer		-			(7,500	)
Net Increase (Decrease) In Cash and Cash Equivalents		(8,110	)		188
Net Cash Provided By Financing Activities		583,000			1,499,900
Net Increase (Decrease) In Cash and Cash Equivalents		(27,600	)		40,368
Cash and Cash Equivalents - Beginning of Period		28,100			5,572
Cash and Cash Equivalents – End of Period	$	~~19,990~~500		$	545,~~760~~940
Supplemental Cash Flow Information:
Cash paid for:
Interest paid	$	-		$	-
Income taxes paid	$	-2,400		$	-2,400
Noncash operating and financing activities:
Vendors paid on behalf of the Company by USMC	$	103		$	-
expenses paid on behalf of the Company by USMC	$	103		$	7,699
Convertible debt and accrued interest converted to common stock, related party	$	-		$	12,~~612~~638,~~887~~527
Director compensation - accrued as convertible debt converted to common stock	$	510,~~500~~000		$	612,000

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

PUREBASE CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS

Corporate Overview

~~PureBase~~ Purebase Corporation (“~~PureBase~~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 ~~PureBase~~ Agricultural, Inc., a Nevada corporation (“~~PureBase~~Purebase AG”), and U.S. Agricultural Minerals, LLC, a Nevada limited liability company (“~~PureBase~~Purebase AM”), respectively.

The Company’s headquarters is in ~~Ione~~Sutter Creek, California.

Agricultural Sector

The Company develops specialized sun protectants. The Company has developed and will seek to develop additional products derived from mineralized materials of kaolin clay.

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 an SCM that it believes 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 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 minerals. ~~A. Scott Dockter, the Company’s Chief Executive Officer and a director, and~~ John Bremer, a director, ~~are~~is also ~~officers~~an officer, ~~directors~~director, and ~~owners~~partial owner of USMC. In addition, a substantial portion of the minerals used by the Company are obtained from properties owned or controlled by US Mine, LLC. A.John ~~Scott Dockter~~Bremer, ~~the Company’s~~ ~~Chief Executive Officer and~~ a director, ~~and~~is ~~John~~also ~~Bremer,~~ a ~~director,~~partial ~~are~~owner ~~also owners~~ of US Mine, LLC.

7On June 18, 2025, the Company entered into a master agreement (the “Master Agreement”) with USMC, US Copper LLC, a Nevada limited liability company (“US Copper LLC”), and US Mine LLC, a California limited liability company (“US Mine LLC” and, together with USMC and US Copper LLC, the “US Mine Entities”), pursuant to which mining rights US Mine LLC granted to us to purchase up to 100,000,000 tons of metakaolin supplementary cementitious materials from properties owned by US Mine LLC and US Mine LLC’s stock option to purchase up to 116,000,000 shares of our common stock at an exercise price of $0.38 per share which were granted pursuant to our Materials Extraction Agreement with US Mine LLC, dated May 27, 2021, as amended on October 6, 2021, and further amended on November 1, 2023, were cancelled. The Master Agreement also provides for a six-month option to purchase certain mining equipment from USMC, at fair market value. The Company currently intends to negotiate a new agreement with USMC to purchase metakaolin supplementary cementitious materials.

~~NOTE 2 – GOING CONCERN AND LIQUIDITY~~7

~~The~~NOTE accompanying condensed consolidated financial statements have been prepared on the basis that the Company will continue as a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. As of February 28, 2025, the Company had a significant accumulated deficit of $64,661,211 and a working capital deficit of $1~~,494,421.~~ ~~For~~– ~~the~~ORGANIZATION ~~three~~AND ~~months~~BUSINESS ~~ended February~~OPERATIONS 28, 2025, the Company had a loss from operations of $418,216 and negative cash flows from operations of $348,110. 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 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 issuance of equity and convertible notes. The accompanying condensed consolidated financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.(CONTINUED)

~~The~~Concurrently with the execution ~~Company~~of the Master Agreement, A. Scott Dockter, our Chief Executive Officer, and Teresa Dockter, Mr. Dockter’s ~~plan~~spouse, ~~through~~entered ~~the~~into ~~continued~~a master ~~promotion~~agreement of(the ~~its~~“Dockter ~~products~~Master toAgreement”) ~~existing~~with ~~and~~the ~~potential~~US ~~customers~~Mine Entities, ispursuant to ~~generate~~which: ~~sufficient revenues~~Mr. toDockter ~~cover~~agreed ~~its~~to ~~anticipated~~purchase 122,945,823 ~~expenses.~~shares ~~The~~of the Company’s iscommon ~~currently~~stock ~~exploring~~from ~~several~~USMC ~~other~~for ~~options~~an toaggregate ~~meet~~purchase ~~its~~price ~~short-term~~of ~~cash~~$14,555,665.84, ~~requirements~~plus interest, compounded ~~including~~monthly, ~~issuances~~at ofan ~~equity~~annual ~~securities~~rate orof ~~equity-linked~~10%, ~~securities~~in a closing to ~~USMC~~occur within one year upon the terms and ~~other~~conditions ~~third~~set ~~parties~~forth in a common stock purchase agreement between Mr. Dockter and USMC, dated as of June 18, 2025.

~~Although no~~The ~~assurances~~US ~~can~~Mine beEntities ~~given~~also repurchased asfrom toMr. Dockter all of the ~~Company’s~~equity ~~ability~~interests toMr. ~~deliver~~Dockter onheld ~~its~~in ~~revenue~~the ~~plans~~US orMine ~~that~~Entities, ~~unforeseen~~Mr. ~~expenses~~Dockter ~~may~~and ~~arise,~~Ms. ~~management~~Dockter each resigned ~~currently~~from ~~believes~~all ~~that~~positions they held with the ~~revenue~~US toMine beEntities ~~generated~~and ~~from~~at ~~operations~~any ~~together~~of ~~with~~their ~~equity~~subsidiaries, and ~~debt~~Mr. ~~financing,~~Dockter ~~including~~and ~~funding~~Ms. ~~from~~Dockter ~~USMC in~~provided the US ~~form~~Mine ofEntities ~~advances,~~with ~~will~~a ~~provide~~general ~~the~~release ~~necessary~~and ~~funding~~agreed ~~for~~to indemnify the ~~Company~~US toMine ~~continue~~Entities asand acertain ~~going~~related ~~concern~~parties ~~for~~against ~~the~~third ~~next~~party ~~twelve months~~claims.

~~On March~~NOTE 7,2 ~~2024,~~– ~~the~~GOING ~~Company~~CONCERN ~~entered~~AND 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. The line of credit was fully funded in January 2025. Terms of a new line of credit and unsecured convertible grid promissory note have not yet been determined.LIQUIDITY

~~USMC has~~The ~~advanced~~accompanying ancondensed ~~additional~~consolidated ~~$406,449~~financial tostatements have been prepared on the basis that the Company will continue as ofa ~~April~~going 14concern, ~~2025.~~which ~~Currently,~~contemplates ~~there~~realization ~~are~~of noassets and ~~other~~the ~~arrangements~~satisfaction orof ~~agreements~~liabilities ~~for~~in ~~financing~~the ~~with~~normal ~~USMC~~course ~~and~~of ~~management cannot~~business. ~~guarantee~~As ~~any~~of ~~other~~May ~~potential~~31, ~~debt~~2025, orthe ~~equity~~Company ~~financing~~had ~~will~~a besignificant ~~available~~accumulated deficit of $65,036,782 orand ifa ~~available,~~working oncapital ~~favorable~~deficit ~~terms~~of $1,846,266. AsFor ~~such~~the six months ended May 31, ~~these~~2025, the Company had a loss from operations ~~matters~~of ~~raise~~$754,899 ~~substantial~~and ~~doubt~~negative ~~about~~cash ~~the~~flows from operations of $610,600. The Company’s ~~ability~~operating toactivities consume the majority of its cash resources. The Company anticipates that it will continue to incur operating losses at least into its third quarter of 2025 as ait executes ~~going~~its ~~concern~~development plans for a2025. ~~period~~In addition, the Company has had and expects to have negative cash flows from operations, at least into its third quarter of ~~twelve~~2025. ~~months~~The Company has previously funded these losses primarily with additional infusions of cash from advances from USMC and the issuance ~~date~~ of ~~this~~equity ~~report~~and convertible notes. IfThe ~~adequate~~accompanying ~~funds~~condensed ~~are~~consolidated financial statements do not include ~~available~~any onadjustments ~~acceptable~~that ~~terms,~~may orbe atnecessary ~~all,~~should the Company ~~will~~be ~~need~~unable to ~~curtail~~ ~~operations,~~continue oras ~~cease~~a ~~its~~going ~~operations completely~~concern.

8The Company’s plan, through the continued promotion of its products to existing and potential customers, is to generate sufficient revenues to cover its anticipated expenses. The Company is currently exploring several other options to meet its short-term cash requirements, including bridge loans and issuances of equity securities or equity-linked securities to third parties. The Company will no longer be funded by infusions of cash from advances from USMC.

~~NOTE~~Although no assurances can 3be –given ~~SUMMARY~~as OFto ~~SIGNIFICANT~~the ~~ACCOUNTING~~Company’s ~~POLICIES~~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 bridge loans and equity and debt financing, will provide the necessary funding for the Company to continue as a going concern for the next twelve months.

~~Basis~~ On March 7, 2024, the Company entered into a $1,000,000 line of ~~Presentation~~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. The line of credit was fully funded in January 2025.

~~The Company~~USMC has ~~prepared~~advanced ~~the~~an ~~accompanying~~additional $481,449 ~~unaudited condensed consolidated financial statements pursuant~~ to the ~~rules~~Company ~~and~~as ~~regulations~~ of ~~the~~ ~~Securities~~May ~~and~~31, ~~Exchange Commission (“SEC”) including Form 10-Q and Regulation S-X~~2025. ~~The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments~~Currently, ~~unless~~there ~~otherwise indicated) which~~ are, inno ~~the~~other ~~opinion~~arrangements ofor ~~management, necessary~~agreements ~~to fairly state the operating results~~ for ~~the~~financing ~~respective~~with ~~periods.~~USMC ~~Certain information~~ and ~~footnote disclosures normally present~~management incannot ~~annual~~guarantee ~~financial~~any ~~statements~~other ~~prepared~~potential indebt ~~accordance~~or ~~with~~equity ~~accounting~~financing ~~principles~~will ~~generally~~be ~~accepted~~available, inor ~~the~~if ~~United~~available, ~~States~~on offavorable ~~America (“U~~terms.~~S. GAAP”)~~ ~~have~~As ~~been omitted pursuant to~~ such, ~~rules~~these ~~and~~matters raise ~~regulations.~~substantial ~~These~~doubt ~~financial~~about ~~statements and~~ the ~~information included under the heading “Management~~Company’s ~~Discussion~~ability ~~and~~to ~~Analysis~~continue ofas ~~Financial~~a ~~Condition~~going ~~and~~concern ~~Results~~for ofa ~~Operations”~~period ~~should~~of betwelve ~~read in~~months ~~conjunction~~from ~~with~~ the ~~audited~~issuance date ~~financial~~of ~~statements~~this ~~and~~report. ~~notes~~If ~~thereto~~adequate ~~for~~funds ~~the~~are ~~year~~not ~~ended~~available ~~November~~on ~~30,~~acceptable ~~2024~~terms, inor ~~our~~at ~~Annual Report on Form 10-K filed with the SEC on February 28~~all, ~~2025. The results of~~ the ~~three~~Company ~~months~~will ~~ended~~need ~~February~~to ~~28,~~curtail ~~2025 (unaudited)~~operations, ~~are not necessarily~~ ~~indicative~~or ofcease ~~the~~its ~~results~~operations ~~to be expected for the full year ending November 30, 2025~~completely.

~~Principles of Consolidation~~8

~~These condensed~~NOTE ~~consolidated~~3 ~~financial~~– ~~statements~~SUMMARY ~~include~~OF ~~the~~SIGNIFICANT ~~accounts of the Company and its wholly owned subsidiaries PureBase AG and PureBase~~ACCOUNTING ~~AM. Intercompany accounts and transactions have been eliminated upon consolidation.~~POLICIES

~~Use~~ Basis of ~~Estimates~~Presentation

The ~~preparation~~ ofCompany ~~financial~~has ~~statements~~prepared inthe accompanying ~~conformity~~unaudited ~~with~~condensed ~~U.S.~~consolidated ~~GAAP~~financial ~~requires~~statements ~~management~~pursuant to ~~make~~the ~~estimates~~rules and ~~assumptions~~regulations ~~that~~of ~~affect~~ the ~~reported~~ ~~amounts~~Securities ofand ~~assets~~Exchange Commission ~~and~~(“SEC”) ~~liabilities~~including Form 10-Q and ~~equity~~Regulation S-~~based~~X. ~~transactions~~The atinformation ~~the~~furnished ~~date~~herein reflects all adjustments (consisting of ~~the~~normal ~~financial~~recurring ~~statements~~accruals and ~~the~~adjustments, ~~revenues~~unless ~~and expenses~~otherwise ~~during~~indicated) which are, in the ~~reporting~~opinion ~~period.~~of ~~The~~management, ~~Company~~necessary ~~bases~~to ~~its~~fairly state ~~estimates~~the ~~and~~operating ~~assumptions~~results onfor ~~current~~the ~~facts,~~respective ~~historical~~periods. ~~experience,~~Certain information and ~~various other~~footnote ~~factors~~disclosures ~~that~~normally itpresent ~~believes~~in toannual befinancial statements ~~reasonable~~prepared ~~under~~in ~~the~~accordance ~~circumstances,~~with ~~the~~accounting ~~results~~principles ofgenerally ~~which~~accepted ~~form~~in the ~~basis~~United ~~for~~States ~~making~~of ~~judgments~~America ~~about~~(“U.S. GAAP”) ~~the~~have ~~carrying~~been ~~values~~omitted ofpursuant ~~assets~~to such rules and ~~liabilities~~regulations. These financial statements and the ~~accrual~~information included under the heading “Management’s Discussion and Analysis of ~~costs~~Financial Condition and ~~expenses~~Results ~~that~~of ~~are~~Operations” ~~not~~should ~~readily~~be ~~apparent~~read ~~from~~in ~~other~~conjunction ~~sources.~~with the audited financial ~~The~~statements ~~actual~~and ~~results~~notes ~~experienced~~thereto byfor the ~~Company~~year ~~may~~ended ~~differ~~November ~~materially~~30, ~~and~~2024, ~~adversely~~in ~~from~~our ~~the~~Annual ~~Company’s~~Report ~~estimates.~~on ToForm 10-K filed with the ~~extent~~SEC ~~there~~on February 28, ~~are~~2025. ~~material~~The ~~differences~~results ~~between~~of the ~~estimates~~six ~~and~~months ~~the~~ended ~~actual~~May ~~results~~31, ~~future~~2025 ~~results~~(unaudited), are not necessarily indicative of ~~operations~~the ~~may~~results to be ~~affected~~expected for the full year ending November 30, 2025.

~~The Company~~Principles ~~believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation~~ of the condensed consolidated financial statements. Significant estimates include the 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.Consolidation

~~Revenue~~These condensed 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.

~~The Company~~Use accounts for revenue in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. The Company derives revenues from the sale of products from its agricultural sector and construction sector. 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.Estimates

9The 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 may be affected.

~~NOTE~~The Company believes the following 3critical –accounting ~~SUMMARY~~policies OFaffect ~~SIGNIFICANT~~its ~~ACCOUNTING~~more ~~POLICIES~~significant ~~(CONTINUED)~~judgments and estimates used in the preparation of the condensed consolidated financial statements. Significant estimates include the 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.

~~Practical Expedients~~Revenue

AsThe Company accounts for revenue ~~part~~in ofaccordance ~~ASC~~with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. The Company derives revenues from the sale of products from its agricultural sector and construction sector. The Company’s ~~has~~contracted ~~adopted~~transaction ~~practical~~price ~~expedients~~is ~~including:~~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.

● 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 and Partially Unsatisfied Performance Obligations – for 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 provided 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.9

~~Cash and~~NOTE ~~Cash~~3 ~~Equivalents~~– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

~~The Company~~Practical 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 February 28, 2025 and November 30, 2024.Expedients

~~Accounts~~As part of ASC Topic 606, ~~Receivable~~the Company has adopted practical expedients including:

~~The~~ ● Significant Financing Component – the Company ~~periodically~~does ~~assesses~~not ~~its~~adjust ~~accounts~~the ~~and~~promised ~~other~~amount ~~receivables~~of consideration for ~~collectability~~the oneffects of a ~~specific~~significant ~~identification~~financing ~~basis.~~component Ifsince ~~collectability of~~the anCompany ~~account~~expects, ~~becomes~~at ~~unlikely~~contract inception, that the period between when the Company transfers a ~~credit~~promised ~~loss~~good isor ~~recorded~~service to the customer and when the customer pays for that ~~doubtful~~good ~~account~~or service will be one year or less. As● ofUnsatisfied ~~February~~and 28Partially Unsatisfied Performance Obligations – for all performance obligations related to contracts with a duration for less than one year, ~~2025~~the Company has elected to apply the optional exemption provided in ASC Topic 606 and ~~November~~therefore ~~30,~~is ~~2024,~~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 ~~had~~elected noto ~~accounts~~account ~~receivable~~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 provided 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.

~~Property~~ Cash and ~~Equipment~~Cash Equivalents

~~Property and~~The ~~equipment~~Company ~~are~~considers ~~recorded~~all highly atliquid ~~cost.~~investments ~~Depreciation~~with ismaturities ~~computed~~of ~~using~~three ~~the~~months ~~straight-line~~or ~~method~~less ~~over~~at the ~~estimated~~time ~~useful lives~~ of ~~the~~purchase ~~related assets, generally three~~ to ~~five~~be ~~years,~~cash ~~except for SCM plants, which lives are estimated at thirty years~~equivalents. ~~Expenditures~~There ~~that~~were ~~enhance~~no ~~the~~cash equivalents ~~useful~~as ~~lives~~ of ~~the~~May ~~assets~~31, ~~are~~2025 ~~capitalized~~ and ~~depreciated~~November 30, 2024.

~~SCHEDULE~~Accounts ~~OF ESTIMATED USEFUL LIFE OF PROPERTY AND EQUIPMENT~~Receivable

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

The Company periodically assesses its accounts and other receivables for collectability on a specific identification basis. If collectability of an account becomes unlikely, a credit loss is recorded for that doubtful account. As of May 31, 2025, the Company has determined that no allowance for credit losses was necessary. As of November 30, 2024, the Company had no accounts receivable.

~~Maintenance and~~Property ~~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 $547,907 in property and equipment that it acquired on May 1, 2020. As of February 28, 2025, 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 $202,809 in costs for its pilot plant which has begun manufacturing sample quantities of the Company’s SCM product for testing by third-parties. The Company has begun recording depreciation related to the pilot plant. The Company also has $61,750 in other fixed assets which are fully depreciated.Equipment

10Property 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.

~~NOTE~~SCHEDULE 3OF –ESTIMATED ~~SUMMARY~~USEFUL LIFE OF ~~SIGNIFICANT~~PROPERTY ~~ACCOUNTING~~AND ~~POLICIES (CONTINUED)~~EQUIPMENT

Impairment of Long-Lived Assets

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

~~The~~Maintenance and repairs are ~~Company~~charged ~~reviews~~to ~~long-lived~~expense ~~assets~~as ~~for~~incurred. ~~impairment~~At ~~whenever~~the ~~events~~time of retirement or ~~changes~~other indisposition ~~circumstances~~of ~~indicate~~property ~~that~~and equipment, the ~~carrying~~cost ~~amount~~and ofaccumulated ~~such~~depreciation ~~assets~~will ~~may not~~ be ~~recoverable.~~removed ~~The~~from ~~recoverability~~the ofaccounts ~~these~~and ~~assets~~the isresulting ~~determined~~gain byor ~~comparing~~loss, ~~the~~if ~~forecasted~~any, ~~undiscounted~~will ~~net~~be ~~cash~~reflected ~~flows of~~in ~~the~~operations. ~~operation~~The toCompany ~~which~~currently ~~the~~has ~~assets~~$547,907 in ~~relate~~property toand ~~the~~equipment ~~carrying~~that ~~amount.~~it Ifacquired ~~the~~on ~~operation~~May is1, ~~determined~~2020. toAs beof ~~unable~~May to31, ~~recover~~2025, the ~~carrying amount~~Company ofhas ~~its~~not ~~assets,~~put ~~then~~the ~~these~~acquired ~~assets~~property ~~are~~and ~~written~~equipment to ~~down~~use. ~~first~~As such, ~~followed~~the byCompany ~~other~~has ~~long-lived~~not ~~assets~~recorded ofdepreciation ~~the~~related ~~operation~~ to ~~fair~~these ~~value~~assets. ~~Fair value~~The isCompany ~~determined~~has ~~based~~$202,809 onin ~~discounted~~costs ~~cash~~for ~~flows~~its orpilot ~~appraised~~plant which ~~values,~~has ~~depending~~begun onmanufacturing ~~the~~sample ~~nature~~quantities of the ~~assets~~Company’s SCM product for testing by third-parties. NoThe ~~impairment~~Company ~~losses~~has ~~were~~begun ~~recorded~~recording ~~during~~depreciation related to the ~~three~~pilot ~~months~~plant. ~~ended~~The ~~February~~Company 28also has $60,213 ~~2025~~in ~~and~~other ~~February~~fixed ~~29,~~assets ~~2024~~which are fully depreciated.

~~Shipping and Handling~~10

~~The Company~~NOTE ~~incurs~~3 ~~shipping~~– ~~and~~SUMMARY ~~handling~~OF ~~costs~~SIGNIFICANT ~~which are charged back to the customer. There were no net amounts incurred or included in~~ACCOUNTING ~~general~~POLICIES ~~and administrative expenses for the three months ended February 28, 2025 and February 29, 2024.~~(CONTINUED)

~~Advertising and~~Impairment ~~Marketing~~of ~~Costs~~Long-Lived Assets

The Company ~~expenses~~reviews ~~advertising~~long-lived ~~and~~assets ~~marketing~~for ~~costs~~impairment aswhenever ~~incurred~~events ~~and~~or ~~such~~changes ~~costs~~in ~~are~~circumstances ~~recorded~~indicate inthat ~~selling,~~the ~~general~~carrying ~~and~~amount ~~administrative~~of ~~expenses~~such inassets may not be recoverable. The recoverability of these assets is determined by comparing the ~~accompanying~~forecasted ~~condensed~~undiscounted ~~consolidated~~net ~~statements~~cash flows of ~~operations~~the operation to which the assets relate to the carrying amount. ~~Advertising~~If ~~and~~the ~~marketing~~operation ~~expenses~~is ~~were~~determined $9to be unable to recover the carrying amount of its assets,~~469~~ ~~and~~then $6these assets are written down first,~~500~~ ~~for~~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. No impairment losses were recorded during the three and six months ended ~~February~~May 2831, 2025 and ~~February 29,~~ 2024~~, respectively~~.

~~Fair Value~~Shipping ~~Measurements~~and Handling

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~~occasionally ~~data or assumptions that market participants would use in pricing the asset or liability, including assumptions about~~incurred ~~risk~~shipping and ~~the~~handling ~~risks~~costs ~~inherent~~which inare ~~the~~charged ~~inputs~~back to the ~~valuation technique~~customer. ~~These~~There ~~inputs~~were ~~can~~no benet ~~readily~~amounts ~~observable,~~incurred ~~market corroborated,~~ or ~~generally~~ ~~unobservable.~~included ~~ASC~~in ~~820~~general ~~establishes~~and ~~a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy~~administrative ~~gives~~expenses ~~the highest priority to unadjusted quoted prices in active markets~~ for ~~identical~~the ~~assets~~three ~~or liabilities (level 1 measurement)~~ and ~~the~~ ~~lowest~~six ~~priority~~months toended ~~unobservable~~May ~~inputs~~31, ~~(level~~2025 ~~3 measurement). This fair value measurement framework applies at both initial~~ and ~~subsequent measurement~~2024.

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.

Advertising and Marketing Costs

11The Company expenses advertising and marketing costs as incurred and such costs are recorded in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. Advertising and marketing expenses were $10,807 and $7,950 for the three months ended May 31, 2025 and 2024, respectively. Advertising and marketing expenses were $20,276 and $14,450 for the six months ended May 31, 2025 and 2024, respectively.

~~NOTE 3~~Fair -Value ~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)~~Measurements

As defined in ASC 820, Fair Value ofMeasurements ~~Financial~~and ~~Instruments~~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.

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

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.

~~Loss Per Common Share~~11

~~Net loss~~NOTE ~~per~~3 share of common stock is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the three months ended February 28, 2025 and February 29, 2024. 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 are considered common stock at the beginning of the period or at the time of issuance, if later, pursuant to the if-~~converted~~ ~~method.~~SUMMARY ~~Since~~OF ~~the~~SIGNIFICANT ~~effect~~ACCOUNTING ofPOLICIES common stock equivalents is anti-dilutive with respect to losses, outstanding options have been excluded from the Company’s computation of net loss per share of common stock for the three months ended February 28, 2025 and February 29, 2024.(CONTINUED)

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

~~SCHEDULE~~The OFcarrying ~~OUTSTANDING~~value ~~SHARES~~of ~~EXCLUDED~~cash, accounts ~~FROM~~payable, ~~DILUTED~~and ~~LOSS~~accrued ~~PER~~expenses ~~SHARE~~approximate their fair values based on the short-term maturity of these instruments. The carrying amount of the notes approximates the estimated fair value for these financial instruments as management believes that such notes constitute all of the Company’s debt and interest payable on the notes based on the Company’s incremental borrowing rate.

	Three Months Ended,
	February 28, 2025		February 29, 2024
Convertible Notes		21,723,598		9,546,247
Stock Options		129,838,187		129,638,187
Total		151,561,785		139,184,434

Loss Per Common Share

~~Stock~~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 three and six months ended May 31, 2025 and 2024. 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 are considered common stock at the beginning of the period or at the time of issuance, if later, pursuant to the if-~~Based~~converted method. Since the effect of common stock equivalents ~~Compensation~~is anti-dilutive with respect to losses, outstanding options have been excluded from the Company’s computation of net loss per share of common stock for the three and six months ended May 31, 2025 and 2024.

The ~~Company~~ ~~applies~~following table summarizes the ~~provisions~~securities ofthat ~~ASC~~were ~~718,~~excluded ~~Compensation—Stock~~from ~~Compensation~~the ~~(“ASC~~diluted ~~718”),~~per ~~which~~share ~~requires~~calculation because the ~~measurement and~~effect ~~recognition~~ of ~~compensation~~including ~~expense~~these ~~for~~potential ~~all~~shares ~~stock-based~~was ~~awards~~antidilutive due ~~made~~ to ~~employees,~~the ~~including~~Company’s ~~employee~~net ~~stock~~loss ~~options,~~even inthough the ~~accompanying condensed~~exercise ~~consolidated~~price ~~statements~~could be less than the average market price of ~~operations.~~the common stock:

~~For stock~~SCHEDULE ~~options~~OF ~~issued~~OUTSTANDING toSHARES ~~employees~~EXCLUDED ~~and~~FROM ~~members~~DILUTED ofLOSS ~~the~~PER 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 the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised.SHARE

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 with 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 as noted above.

	Three Months Ended,
	May 31, 2025		May 31, 2024
Convertible Notes		27,483,685		11,020,992
Stock Options		130,234,907		129,438,187
Total		157,718,592		140,459,179

Leases

	Six Months Ended,
	May 31, 2025		May 31, 2024
Convertible Notes		27,483,685		11,020,992
Stock Options		130,234,907		129,438,187
Total		157,718,592		140,459,179

~~With the adoption of ASC 842, Leases, operating lease agreements are required to be recognized on the balance sheet as Right~~Stock-~~of-Use (“ROU”)~~Based 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.Compensation

12The 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 the accompanying condensed consolidated statements of operations.

~~NOTE~~For stock options issued to 3employees -and ~~SUMMARY~~members OFof ~~SIGNIFICANT~~the ~~ACCOUNTING~~Company’s ~~POLICIES~~Board of Directors (~~CONTINUED~~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 the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised.

~~The Company~~Pursuant ~~leases its corporate offices. All of the leases are classified as operating leases. The Company is a party~~ to aASU ~~two~~2018-~~year~~07 ~~lease,~~Compensation ~~with~~– ~~USMC,~~Stock aCompensation ~~related party, for 1,000 square feet of office space located in Ione, California~~ (~~the~~Topic ~~“Ione Lease”~~718): ~~with~~Improvements ~~respect~~ to ~~its~~Nonemployee ~~corporate~~Share-Based ~~operations~~Payment ~~(See Note 12). Effective November 1~~Accounting, ~~2022,~~ the ~~Ione~~Company ~~Lease~~accounts ~~was~~for ~~amended to extend the lease through October~~stock ~~2024~~options ~~and~~issued to ~~add~~non-employees ~~an additional 700 square feet of office space~~ for atheir ~~total~~services ~~monthly~~in ~~rental~~accordance ~~price~~with ofASC ~~$3,500 per month~~718. ~~Effective~~The ~~November 1,~~Company ~~2024,~~uses ~~the~~valuation ~~lease~~methods ~~was~~and ~~amended~~assumptions to ~~change~~ value the ~~term~~stock tooptions ~~month-to-month~~that atare ~~$1,500~~in ~~per~~line ~~month.~~with ~~We no longer lease~~ the ~~additional~~process ~~700~~for ~~square feet.~~valuing Weemployee ~~are~~stock ~~evaluating~~options ~~moving~~as ~~our~~noted ~~offices to a nearby location in the current year~~above.

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 a month-to-month lease at $1,500 per month. The Company no longer leases the additional 700 square feet. ASC 842 is no longer applicable.12

~~Income~~NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING ~~Taxes~~POLICIES (CONTINUED)

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the condensed 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.Leases

~~The Company~~With ~~utilizes~~the ~~ASC~~adoption ~~740,~~of ~~Income~~ASC ~~Taxes~~842, Leases, ~~which~~operating ~~requires~~lease ~~the~~agreements ~~recognition~~are ofrequired ~~deferred~~to ~~tax~~be ~~assets~~recognized ~~and~~on ~~liabilities for~~ the ~~expected future~~balance ~~tax~~sheet ~~consequences~~as Right-of-Use ~~events~~(“ROU”) ~~that~~assets and ~~have~~corresponding ~~been~~lease ~~included~~liabilities. inROU ~~the~~assets ~~condensed~~include ~~consolidated~~any ~~financial~~prepaid ~~statements~~lease orpayments ~~tax~~and ~~returns.~~exclude ~~The~~any ~~Company accounts~~lease ~~for~~incentives ~~income~~and ~~taxes~~initial ~~using~~direct costs ~~the~~incurred. ~~asset~~Lease ~~and~~expense ~~liability~~for ~~method~~minimum tolease ~~compute~~payments ~~the~~is ~~differences~~recognized ~~between~~on ~~the~~a ~~tax~~straight-line basis ofover ~~assets and liabilities and~~ the ~~related~~lease ~~financial~~term. ~~amounts,~~The ~~using~~lease ~~currently~~terms ~~enacted~~may include ~~tax~~options ~~rates.~~to Aextend ~~valuation~~or ~~allowance~~terminate isthe ~~recorded~~lease ~~when~~if it is ~~“more~~reasonably ~~likely-than-not”~~ certain that athe ~~deferred~~Company ~~tax asset~~ will ~~not~~exercise bethat ~~realized~~option.

~~For~~The Company leases its corporate ~~uncertain~~offices. ~~tax~~All ~~positions~~of ~~that~~the ~~meet~~leases are classified as operating leases. The Company is a ~~“more~~party ~~likely~~to ~~than~~a ~~not~~two-year lease, with USMC, a related party, for 1,000 square feet of office space located in Ione, California (the “Ione Lease”) ~~threshold~~with respect to its corporate operations (See Note 12). Effective November 1, 2022, the ~~Company~~Ione ~~recognizes~~Lease was amended to extend the ~~benefit~~lease through October 2024 and to add an additional 700 square feet of ~~uncertain~~office ~~tax~~space for a total monthly rental price of $3,500 per month. Effective November 1, 2024, the lease was amended ~~positions~~to inchange the ~~condensed~~term ~~consolidated~~to ~~financial~~month-to-month ~~statements~~at $1,500 per month. The Company’s ~~practice~~no islonger toleases ~~recognize~~the ~~interest~~additional ~~and~~700 ~~penalties~~square feet. In May 2025, ifwe ~~any,~~moved ~~related~~our corporate offices to ~~uncertain~~Sutter ~~tax~~Creek, ~~positions~~California. inWe ~~income~~lease ~~tax~~from ~~expense~~our Chief Executive Officer for $1,500 per month. The lease expires in April 2026. The Company plans to extend the ~~condensed~~lease ~~consolidated~~upon ~~statements~~expiration of ~~operations~~the initial term and therefore did not elect to apply the exemption clause for short-term leases.

~~Exploration~~In accordance with ASC 842, ~~Stage~~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

~~In accordance~~Income 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. As of February 28, 2025, the Company was not engaged in any mine exploration.Taxes

13Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the condensed 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.

~~NOTE~~The Company utilizes ASC 740, 3Income –Taxes, ~~SUMMARY~~which OFrequires ~~SIGNIFICANT~~the ~~ACCOUNTING~~recognition ~~POLICIES~~of ~~(CONTINUED)~~deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the condensed 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.

~~Recent~~For uncertain tax positions ~~Accounting~~that ~~Pronouncements~~meet a “more likely than not” threshold, the Company recognizes the benefit of uncertain tax positions in the condensed 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 condensed consolidated statements of operations.

~~In November~~Exploration ~~2024, FASB issued Accounting Standards Update (ASU) 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures and Disaggregation of Income Statement Expenses~~Stage

~~The~~In ~~amendments~~accordance inwith U.S. GAAP, expenditures relating to the ~~Update~~acquisition ~~require~~of ~~disclosure,~~mineral inrights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time as the ~~notes~~Company toexits the ~~financial~~exploration ~~statements,~~stage ofby ~~specific~~establishing ~~information~~proven or ~~about~~probable ~~certain~~reserves. ~~costs~~Expenditures ~~and~~relating to exploration activities such as drill programs to establish mineralized materials are expensed ~~expenses~~as incurred. ~~The~~Expenditures ~~amendments~~relating ~~require~~to pre-extraction activities are expensed as incurred until such time proven or probable reserves are established for that atproject, ~~each~~after ~~interim~~which ~~and~~expenditures ~~annual~~relating ~~reporting~~to ~~period~~mine andevelopment ~~entity:~~activities for that particular project are capitalized as incurred. As of May 31, 2025, the Company was not engaged in any mine exploration.

	1	Disclose the amounts of (a) purchases of inventory, (b) employee compensation (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities ((DD&A) (or other amounts of depletion expense) included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains an of the expense categories listed in (a)-(e).
	2	Include certain amounts that are already required to be disclosed under current generally accepted accounting principles (GAAP) in the same disclosure as the other disaggregation requirements.
	3	Disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively.
	4	Disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.

~~The amendments~~NOTE in3 ~~this~~– ~~Update~~SUMMARY ~~are~~OF ~~effective~~SIGNIFICANT ~~for annual reporting periods after December 15, 2026, and interim reporting periods beginning~~ACCOUNTING ~~after~~POLICIES 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.(CONTINUED)

~~In December~~Recent ~~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.~~Pronouncements

~~For rate~~In ~~reconciliation~~November 2024, ~~the~~FASB ~~amendments~~issued Accounting ~~require~~Standards ~~that~~Update ~~public~~(ASU) ~~business~~2024-03, ~~entities~~Income onStatement-Reporting anComprehensive ~~annual~~Income-Expense ~~basis~~Disaggregation ~~disclose~~Disclosures ~~specific categories in the rate~~and ~~reconciliation~~Disaggregation ~~and~~of ~~provide~~Income ~~additional~~Statement ~~information for reconciling items that meet a quantitative threshold.~~Expenses

~~Public~~The amendments in the Update ~~business~~require ~~entities~~disclosure, ~~are~~in ~~required~~the notes to ~~disclose~~the afinancial ~~tabular reconciliation~~statements, ~~using~~of ~~both~~specific ~~percentages~~information ~~and~~about ~~reporting~~certain ~~currency~~costs ~~amounts,~~and ~~according~~expenses. The amendments torequire ~~the~~that ~~following~~at ~~requirements~~each interim and annual reporting period an entity:

1 ~~The~~Disclose ~~following~~the ~~specific~~amounts ~~categories~~of ~~are~~(a) ~~required~~purchases toof beinventory, ~~disclosed:~~(b) employee compensation (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil- and gas-producing activities ((DD&A) (or other amounts of depletion expense) included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains an of the expense categories listed in (a)-(e).

a2 ~~State~~Include ~~and~~certain ~~local~~amounts ~~income~~that ~~tax,~~are ~~net~~already ofrequired ~~federal~~to ~~income~~be ~~tax~~disclosed ~~effect,~~under bcurrent ~~Foreign~~generally ~~tax~~accepted ~~effects,~~accounting cprinciples ~~Effect~~(GAAP) ~~of changes~~ in ~~tax~~the ~~laws~~same ordisclosure ~~rates~~as ~~enacted in~~ the ~~current~~other ~~period,~~disaggregation ~~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~~requirements.

23 ~~Separate~~Disclose ~~disclosure~~a isqualitative ~~required~~description ~~for any reconciling item listed below in which the effect~~ of the ~~reconciling~~amounts ~~item~~remaining isin ~~equal~~relevant toexpense orcaptions ~~greater~~that ~~than~~are 5not ~~percent~~separately ofdisaggregated ~~the amount computed by multiplying income (or loss) from continuing operations before income taxes by the applicable statutory income tax rate:~~quantitatively.

a4 IfDisclose the ~~reconciling~~total ~~item~~amount ~~is within the effect~~ of ~~cross-border~~selling ~~tax~~expenses 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~~annual ~~tax~~reporting ~~benefits discussed in (4)~~periods, can Ifentity’s ~~the~~definition ~~reconciling item does not fall within any~~ of ~~the~~selling ~~categories listed in (1), it is required to be disaggregated by nature~~expenses.

14The 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.

~~NOTE~~In December 2023, FASB issued 3Accounting –Standards ~~SUMMARY~~Update OF(ASU) ~~SIGNIFICANT~~2023-09, ~~ACCOUNTING~~Income ~~POLICIES~~Taxes (~~CONTINUED~~Topic 740). The amendment’s main provisions are rate reconciliation, income taxes paid, and other disclosures.

3 For ~~the~~rate ~~purpose of categorizing reconciling items~~reconciliation, ~~except for reconciling items related to changes in unrecognized tax benefits discussed in (4),~~ the amendments ~~state~~require ~~and~~that ~~local~~public ~~income~~business ~~tax~~entities ~~category~~on ~~should~~an ~~reflect~~annual ~~income~~basis ~~taxes~~disclose ~~imposed~~specific atcategories ~~the~~in ~~state or local level within~~ the ~~jurisdiction~~rate ~~(country)~~reconciliation ~~of domicile, the foreign tax effects category should reflect income taxes imposed by foreign jurisdictions,~~ and ~~the~~provide additional ~~remaining~~information ~~categories~~for ~~listed~~reconciling initems ~~(1)~~that ~~should~~meet ~~reflect~~a ~~federal~~quantitative ~~(national) income taxes imposed by the jurisdiction (country) of domicile~~threshold.

4Public ~~For~~business ~~the~~entities are ~~purpose~~required ofto ~~presenting~~disclose ~~reconciling~~a ~~items~~tabular reconciliation, using both percentages and reporting currency amounts, according to the following requirements:

a1 ~~Reconciling~~The ~~items~~following specific categories 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~~a ~~taxes~~State ~~paid,~~and ~~the~~local ~~amendments~~income ~~require~~tax, ~~that~~net ~~all~~of ~~entities~~federal ~~disclose on an annual basis the following information about~~ income ~~taxes paid:~~tax effect,

	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).

Foreign tax effects,

~~For other~~c ~~disclosures,~~Effect ~~the~~of ~~amendments~~changes ~~require~~in ~~that~~tax ~~all~~laws ~~entities~~or ~~disclose~~rates enacted in the ~~following~~current ~~information:~~period,

	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.

Effect of cross-border tax laws,

~~The amendments~~e inTax ~~this ASU are effective for fiscal years beginning after December 15~~credits, ~~2024, and interim periods within fiscal years beginning after December 15, 2025. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.~~

15f Changes in valuation allowances,

~~NOTE 4~~g –Nontaxable ~~MINING~~or ~~RIGHTS~~nondeductible items,

~~Snow White~~h ~~Mine~~Changes ~~located~~ in ~~San~~unrecognized ~~Bernardino~~tax ~~County, CA – Deposit~~benefits.

~~On November~~2 ~~28,~~Separate ~~2014,~~disclosure 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. On December 1, 2014, USMC 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 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 the mining of the property and a Plan of Operation and Reclamation Plan has been approved by San Bernardino County and Bureau of Land Management. An initial deposit of $50,000 was paid to the Company and held in escrow and the Purchase Agreement required ~~the~~for ~~payment~~any ofreconciling anitem ~~additional~~listed ~~$600,000~~below ~~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~~ the ~~closing of~~effect ~~the sale from US Mining and Minerals Corporation to the Company. In light~~ of the ~~foregoing,~~reconciling ~~and~~item ~~the~~is ~~payment~~equal ~~of an additional $25,000, the parties agreed~~ to ~~extend~~or ~~the~~greater ~~closing.~~than ~~Due~~5 topercent ~~delays in the Company securing the necessary funding to close the purchase~~ of the ~~Snow White~~amount ~~Mine~~computed ~~property,~~by ~~John~~multiplying ~~Bremer,~~income ~~a shareholder and a director of the Company, paid $575,000 to acquire the property interest and mining claims on~~ (or ~~about~~loss) ~~October~~from ~~15,~~continuing ~~2015.~~operations ~~Mr.~~before ~~Bremer~~income ~~agreed~~taxes to transfer title to the Company upon payment of $575,000 plus expenses to Mr. Bremer, 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,~~applicable ~~which~~statutory isincome ~~paid~~tax ~~by USMC on behalf of the Company.~~rate:

~~On April 1, 2020, the Company entered into~~ a ~~purchase~~If ~~and sale agreement with~~ the ~~Bremer~~reconciling ~~Family~~item ~~1995 Living Trust (the “Trust”), pursuant to which the Company will purchase the Snow White Mine for $836,000 (the “Purchase Price”) from the Trust. The Purchase Price plus 5% interest~~ is ~~payable~~within ~~in cash at closing. On April 14, 2022,~~ the ~~agreement~~effect ~~was~~of ~~amended~~cross-border totax ~~extend the closing date to April 14~~laws, ~~2023.~~tax ~~On April 7~~credits, ~~2023,~~or ~~the~~nontaxable ~~agreement~~or ~~was~~nondeductible ~~amended~~items ~~to extend the closing date to April 1~~categories, ~~2024.~~it Onis ~~July~~required ~~12, 2024 the agreement was amended~~ to ~~extend~~be ~~the~~disaggregated ~~closing~~by ~~date to July 12~~nature, ~~2026.~~

~~NOTE 5~~b –If ~~PROPERTY~~the ~~AND~~reconciling ~~EQUIPMENT~~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),

~~Property and~~c ~~equipment~~If ~~consisted~~the reconciling item does not fall within any of the ~~following~~categories ~~at:~~listed in (1), it is required to be disaggregated by nature.

~~SCHEDULE OF PROPERTY AND EQUIPMENT~~14

	February 28, 2025			November 30, 2024
Furniture and equipment	$	1,538		$	1,538
Machinery and equipment		35,151			35,151
Automobiles and trucks		25,061			25,061
Pilot plant		202,809			202,809
Construction in process		547,907			547,907
Property and equipment, gross		812,466			812,466
Less: accumulated depreciation		(64,847	)		(63,029	)
Property and equipment, net	$	747,619		$	749,437

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

~~There was~~3 ~~$1,819~~For ~~and~~the $0purpose ~~depreciation~~of ~~expense~~categorizing reconciling items, except for ~~the~~reconciling ~~three~~items ~~months~~related ~~ended~~to ~~February~~changes 28in unrecognized tax benefits discussed in (4), ~~2025~~the state and ~~February~~local 29income tax category should reflect income taxes imposed at the state or local level within the jurisdiction (country) of domicile, ~~2024~~the foreign tax effects category should reflect income taxes imposed by foreign jurisdictions, ~~respectively~~and the remaining categories listed in (1) should reflect federal (national) income taxes imposed by the jurisdiction (country) of domicile.

164 For the purpose of presenting reconciling items:

~~NOTE 6~~a –Reconciling ~~NOTES~~items ~~PAYABLE~~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,

~~A. Scott~~b ~~Dockter~~Reconciling –items ~~Chief~~presented ~~Executive~~in ~~Officer~~the changes in unrecognized tax benefits category may be disclosed on an aggregate basis for all jurisdictions.

~~On August~~For ~~31,~~income ~~2017,~~taxes ~~the Company issued a note in the amount of $197~~paid,~~096~~ ~~to A. Scott Dockter, Chief Executive Officer and a director of~~ the ~~Company,~~amendments torequire ~~consolidate~~that ~~the~~all ~~total~~entities ~~amounts~~disclose due to Mr. Dockter. The note bears interest at 6% and is due upon demand. During the three months ended February 28, 2025 and February 29, 2024, the Company made no payments towards the outstanding balance of the note. Total interest expense on ~~the~~an ~~note~~annual ~~was~~basis ~~$0 and $130 for~~ the ~~three~~following ~~months~~information ~~ended~~about ~~February~~income ~~28,~~taxes 2025 and February 29, 2024, respectively. The balance on the note was $0 as of February 28, 2025, and November 30, 2024, respectively. There was $42,263 and $42,263 of accrued interest as of February 28, 2025, and November 30, 2024, respectively.paid:

~~Convertible Promissory~~1 ~~Notes~~The –amount ~~USMC~~of income taxes paid (net of funds received) disaggregated by federal (national), state, and foreign taxes,

~~August 30,~~2 ~~2022~~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).

~~On August~~For ~~30,~~other ~~2022~~disclosures, ~~in connection with~~ the ~~April 7, 2022 securities purchase agreement with USMC (See Note 12), the Company issued a convertible~~ ~~promissory~~amendments ~~note~~require inthat ~~the~~all ~~amount~~entities ofdisclose ~~$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~~following 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 $3,999 for the three months ended February 29, 2024. On January 31, 2024, the principal of $470,862 and accrued interest through January 31, 2024 of $33,476 were converted into 1,293,175 shares of the Company’s common stock.information:

~~November 29,~~1 ~~2022~~Income (or loss) from continuing operations before income tax expense (or benefit) disaggregated between domestic and foreign,

~~On November~~2 ~~29,~~Income ~~2022,~~tax inexpense ~~connection with the April 7, 2022 securities purchase agreement with USMC~~ (~~See~~or ~~Note 12~~benefit), ~~the~~from ~~Company~~continuing ~~issued~~operations adisaggregated ~~convertible promissory~~by ~~note~~federal ~~in the amount of $140,027 to USMC, with a maturity date of August 30, 2024~~ (~~“Tranche #8”~~national). 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 $1~~state,~~189~~ ~~for the three months ended February 29, 2024. On January 31, 2024, the principal of $140,027~~ and ~~accrued interest through January 31, 2024 of $8,210 were converted into 380,095 shares of the Company’s common stock~~foreign.

~~February~~The amendments in this ASU 28are effective for fiscal years beginning after December 15, ~~2023~~2024, and interim periods within fiscal years beginning after December 15, 2025. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

On February 28, 2023, in connection with the April 7, 2022 securities purchase agreement with USMC (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 and $2,619 for the three months ended February 29, 2024. On January 31, 2024, the principal of $308,320 and accrued interest through January 31, 2024 of $14,233 were converted into 827,060 shares of the Company’s common stock.15

~~May 31,~~NOTE ~~2023~~4 – MINING RIGHTS

~~On May~~Snow ~~31,~~White ~~2023,~~Mine inlocated ~~connection with the March 20, 2023 securities purchase agreement with USMC (See Note 12), the Company issued a convertible promissory note~~ in ~~the~~San ~~amount~~Bernardino ~~of $412~~County,~~533 to USMC, with a maturity date of May 31, 2025 (“Tranche #10”). The note bears interest~~ atCA 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 $5,606 for the three months ended and February 29, 2024. On January 31, 2024, the principal of $412,533 and accrued interest through January 31, 2024 of $22,152 were converted into 4,346,855 shares of the Company’s common stock.Deposit

17On 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. On December 1, 2014, USMC 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 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 the mining of the property and a Plan of Operation and Reclamation Plan has been approved by San Bernardino County and Bureau of Land Management. An initial deposit of $50,000 was paid to the Company and held in 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 the closing of the sale from US Mining and Minerals Corporation to the Company. 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 interest and mining claims on or about October 15, 2015. Mr. Bremer agreed to transfer title to the Company upon payment of $575,000 plus expenses to Mr. Bremer, however, the Company is under no obligation to do so. The mining claims required a minimum royalty payment of $3,500 per year to be made by the Company, which were paid by USMC on behalf of the Company.

~~NOTE~~On April 1, 2020, the Company 6entered –into ~~NOTES~~a ~~PAYABLE~~purchase and sale agreement with the Bremer Family 1995 Living Trust (~~CONTINUED~~the “Trust”), pursuant to which the Company will purchase the Snow White Mine for $836,000 (the “Purchase Price”) from the Trust. The Purchase Price plus 5% interest is payable in cash at closing. 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 June 18, 2025, the Company 30and the Bremer Family 1995 Living Trust, ~~2023~~a trust for which John Bremer, a member of our board of directors is trustee (the “Bremer Trust”), executed a rescission of the Purchase and Sale Agreement, dated April 1, 2020, between the Company and the Bremer Trust, for the purchase of approximately 280 acres of mining property containing five placer mining claims known as the “Snow White Mine,” located near Barstow, California in San Bernardino County.

~~On June~~NOTE ~~30,~~5 ~~2023,~~– inPROPERTY ~~connection~~AND with the March 20, 2023 securities purchase agreement with USMC (See Note 12), the 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 $2,635 for the three months ended February 29, 2024. On January 31, 2024, the principal of $193,935 and accrued interest through January 31, 2024 of $9,139 were converted into 2,030,738 shares of the Company’s common stock.EQUIPMENT

~~February~~Property and equipment consisted 8,of ~~2024~~the following at:

On SCHEDULE ~~February~~OF 8,PROPERTY ~~2024,~~AND the Company issued a convertible promissory note in the amount of $618,000 to USMC, with a maturity date of February 7, 2026. The principal amount was funded in equal installments as follows: on February 8, 2024 $103,000; on March 1, 2024 $103,000; on April 1, 2024 $103,000; on May 1, 2024 $103,000; on July 1, 2024 $103,000; on August 1, 2024 $103,000. The note bears interest at 8% per annum which is payable on maturity. Total interest expense for the three months ended February 28, 2025 and February 29, 2024 was $3,845 and $0, respectively. 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 $0.08 per share.EQUIPMENT

Lines of Credit –USMC

	May 31, 2025			November 30, 2024

Furniture and equipment	$	1,538		$	1,538
Machinery and equipment		35,151			35,151
Automobiles and trucks		25,061			25,061
Pilot plant		202,809			202,809
Construction in process		547,907			547,907
Property and equipment, gross		812,466			812,466
Less: accumulated depreciation		(66,666	)		(63,029	)
Property and equipment, net	$	745,800		$	749,437

~~July~~There was $1,818 and $0 depreciation 10expense for the three months ended May 31, ~~2023~~2025 and 2024, respectively. There was $3,637 and $0 depreciation expense for the six months ended May 31, 2025 and 2024, respectively.

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 provided for the issuance of up to an aggregate of $1,000,000 from USMC under an unsecured convertible grid promissory note (See Note 12) 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 May 31, 2024, there had been $1,000,000 advances from USMC under the July 10, 2023 line of credit agreement. Total interest expense was $12,040 for the three months ended February 29, 2024. On March 31, 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.16

~~March 7,~~NOTE ~~2024~~6 – NOTES PAYABLE

~~On March 7, 2024, the Company entered into a line of credit agreement and unsecured convertible grid promissory note with USMC~~A. ~~The~~Scott ~~March 7,~~Dockter ~~2024~~– ~~line~~Chief ofExecutive 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 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 the sole discretion of the noteholder at a conversion price of $0.08 per share at maturity. As of the date hereof, there have been $1,000,000 total advances from USMC under the March 7, 2024 line of credit agreement. Total interest expense for the three months ended February 28, 2025 was $19,518.Officer

18On August 31, 2017, the Company issued a note in the amount of $197,096 to A. Scott Dockter, 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 six months ended May 31, 2025 and 2024, the Company made no payments towards the outstanding balance of the note. Total interest expense on the note was $0 and $182 for the six months ended May 31, 2025 and 2024, respectively. The balance on the note was $0 as of May 31, 2025, and November 30, 2024. There was $42,263 and $42,263 of accrued interest as of May 31, 2025, and November 30, 2024, respectively.

~~NOTE 6~~Convertible –Promissory ~~NOTES~~Notes ~~PAYABLE~~– ~~(CONTINUED)~~USMC

~~Terms of~~August ~~a new line of credit and unsecured convertible grid promissory note have not yet been determined. USMC has advanced an additional $406~~30,~~449~~ ~~as of April 14, 2025. The Company had $1,420 in accrued interest as of February 28, 2025, based on an estimated interest rate of 8% per annum.~~2022

~~The~~On August 30, 2022, in connection with the April 7, 2022 securities purchase agreement with USMC (See Note 12), the Company issued a ~~$31,000~~convertible promissory note in the amount of $470,862 to USMC, with a ~~related~~maturity ~~party~~date onof ~~November~~August 130, 2024 (“Tranche #7”). The ~~promissory~~ note bears interest at 5% per annum which is payable on maturity. Amounts due ~~November~~under 1,the ~~2025~~note ~~and~~may ~~bears~~be converted into shares of the Company’s common stock at any time ~~interest~~at the option of the noteholder, at 8%a conversion price of $0.39 per ~~annum~~share. ~~Total~~There was no interest expense on Tranche #7 for the three months ended ~~February~~May 2831, ~~2025~~2024. Total interest expense on Tranche #7 was $~~815~~3,999 for the six months ended May 31, 2024. On January 31, 2024, the principal of $470,862 and accrued interest through January 31, 2024 of $33,476 were converted into 1,293,175 shares of the Company’s common stock.

~~Convertible Debt~~November –29, ~~Board of Directors~~2022

On ~~April~~ 8November 29, ~~2021~~2022, ~~the~~in ~~Company entered into a twelve-month director agreement~~ connection with ~~Jeffrey~~the ~~Guzy,~~April ~~as amended on August 26~~7, 2022 ~~(the~~securities ~~“Guzy Director~~purchase ~~Agreement”) pursuant to which Mr. Guzy will serve as a director of the Company, which~~ agreement ~~will~~with ~~automatically~~USMC ~~renew~~ (~~the~~See ~~“Renewal~~Note ~~Date”~~12), ~~for successive one-year terms unless either party notifies~~ the ~~other~~Company ofissued ~~its~~a ~~desire~~convertible ~~not~~promissory tonote ~~renew~~in the ~~Agreement~~amount ~~within 30 days~~ of ~~the expiration of the then current term. As compensation therefor, Mr. Guzy is entitled to a cash fee of~~ $1140,~~000~~027 ~~per month which accrues as debt~~ to ~~the Company until the Company has its first cash-flow positive month. Effective March 1~~USMC, ~~2023, Mr.~~with ~~Guzy’s~~a ~~monthly~~maturity ~~compensation~~date ~~was~~of ~~increased~~August ~~to $1~~30,~~500~~ to2024 be(“Tranche ~~paid in cash~~#8”). ~~Effective~~The ~~February~~note 6bears ~~2025,~~interest ~~Mr.~~at ~~Guzy’s~~5% ~~monthly~~per annum ~~compensation~~which ~~was increased to $2,000 as Mr. Guzy~~ is payable on ~~both the audit committee and the compensation committee~~maturity. ~~Any~~Amounts ~~amounts~~due ~~owed~~under ~~to Mr. Guzy at~~ the ~~Renewal~~note ~~Date~~may ~~or upon Mr. Guzy’ resignation or removal (the “Termination Date”) will~~ be converted into shares of the Company’s common stock at aany ~~price~~time at ~~per~~the ~~share~~option ~~equal~~of to the ~~lower~~noteholder, ofat ~~the~~a ~~market~~conversion price onof ~~the~~$0.39 ~~exchange~~per orshare. ~~trading~~There ~~market~~was ~~where~~no ~~such stock~~interest isexpense ~~then~~on ~~traded~~Tranche or#8 ~~quoted~~for or the ~~volume-weighted~~three ~~average~~months ended ~~price~~May ~~(“VWAP”)~~31, of2024. ~~the~~There ~~common~~was ~~stock~~$1,189 ~~for~~interest ~~the~~expense 20on ~~days~~Tranche ~~immediately preceding~~#8 for the ~~Renewal~~six ~~Date~~months orended ~~the~~May ~~Termination Date~~31, ~~as the case may be~~2024. On ~~April~~January 1431, ~~2023~~2024, ~~Mr.~~the ~~Guzy~~principal of ~~converted~~ $24140,~~000~~027 inand accrued ~~but unpaid~~interest ~~director~~through ~~fees~~January ~~into 80~~31,~~000~~ ~~shares~~2024 of ~~common stock at~~ $~~0.15~~8,210 ~~per~~were ~~share~~converted ~~and~~into ~~150~~380,~~000~~095 shares of ~~common stock at $0.08 per share. The Agreement also includes a non-competition provision during~~ the ~~term~~Company’s ofcommon ~~the Agreement and for twelve months thereafter~~stock. ~~As of February 28, 2025, there were no cash fees owed to Mr. Guzy.~~

On August 13, 2021, the Company entered into a twelve-month director agreement with Dr. Kurtis, as amended on August 26, 2022 (the “Kurtis Director Agreement”) pursuant to which Dr. Kurtis will provide 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. Effective February 6, 2025, Dr. Kurtis’ monthly compensation was increased to $1,500 as Dr. Kurtis is on the compensation committee. Any amounts owed to Dr. Kurtis at the Renewal Date or the Termination Date will be converted into common stock at the lower of 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. On April 14, 2023, Dr. Kurtis converted $12,000 in accrued but unpaid director fees into 80,000 shares of common stock at $0.15 per share. The Agreement also includes a non-competition provision during the term of the Agreement and for twelve months thereafter. As of February 28, ~~2025, cash fees owed to Dr. Kurtis under the Kurtis Director Agreement were deferred and debt in the amount of $31,500 is owed to Dr. Kurtis.~~2023

On ~~September~~ 11February 28, 2023, ~~the~~in ~~Company~~connection with ~~entered~~the ~~into~~April a7, ~~twelve-month~~2022 ~~director~~securities purchase agreement with ~~Brady~~USMC ~~Barto~~ (~~“the~~See ~~Barto~~Note ~~Agreement”~~12), ~~pursuant to~~the ~~which~~Company ~~Mr.~~issued ~~Barto will serve as~~ a ~~director.~~convertible ~~Mr.~~promissory ~~Barto~~note ~~will~~in ~~be notified within 30 days before~~ the amount ~~end~~ of ~~the~~$308,320 ~~twelve~~to ~~months~~USMC, ~~whether~~with ~~his contract~~a ~~will~~maturity bedate ~~renewed under the same terms~~ of ~~compensation.~~February As28, ~~compensation~~2025 ~~therefor,~~(“Tranche Mr#9”). ~~Barto~~The isnote ~~entitled~~bears tointerest aat ~~cash~~5% ~~fee of $1,000~~ per ~~month~~ annum which ~~accrues~~is aspayable ~~debt~~on tomaturity. ~~the~~Amounts ~~Company~~due ~~until~~under the ~~Company~~note ~~has~~may ~~its~~be ~~first~~converted ~~cash-flow~~into ~~positive~~shares ~~month.~~of ~~Any~~the ~~amounts~~Company’s ~~owed~~common tostock ~~Mr.~~at ~~Barto~~any time at the ~~end~~option of the ~~twelve-month~~noteholder, ~~term or~~ at ~~his~~a ~~earlier~~conversion ~~removal or resignation will be converted into common stock at the lower~~ price of $0.1539 per share. orThere ~~the~~was ~~VWAP~~no ofinterest ~~the~~expense ~~common~~on ~~stock~~Tranche #9 for the ~~20-days~~three ~~from~~months ended ~~the~~May ~~last~~31, ~~date Mr~~2024. ~~Barto~~There iswas on$2,619 ~~the~~interest ~~board.~~expense ~~The~~on ~~Agreement~~Tranche ~~includes a~~#9 ~~non-competition~~for ~~provision during~~ the ~~term~~six ofmonths ~~the~~ended ~~Agreement~~May ~~and~~31, ~~for twelve months thereafter~~2024. AsOn ofJanuary ~~February 28~~31, ~~2025~~2024, ~~cash~~the ~~fees owed~~principal toof ~~Mr.~~$308,320 ~~Barto~~and ~~under~~accrued ~~the~~interest ~~Barto~~through ~~Director~~January ~~Agreement~~31, ~~were~~2024 ~~deferred and debt in the amount~~ of $1714,~~000~~233 iswere ~~owed~~converted tointo ~~Mr.~~827,060 ~~Barto.~~shares ~~Mr.~~of ~~Barto~~the ~~resigned as~~Company’s ~~director on February 5, 2025~~common stock.

19May 31, 2023

~~NOTE~~On May 31, 2023, in connection 7with –the ~~LEASES~~March 20, 2023 securities purchase agreement with USMC (See Note 12), 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. There was no interest expense on Tranche #10 for the three months ended May 31, 2024. There was $5,606 interest expense on Tranche #10 for the six months ended May 31, 2024. On January 31, 2024, the principal of $412,533 and accrued interest through January 31, 2024 of $22,152 were converted into 4,346,855 shares of the Company’s common stock.

~~The following table presents net lease cost and other supplemental lease information:~~17

~~SCHEDULE OF~~NOTE ~~LEASE~~6 ~~COST~~– ~~AND~~NOTES ~~OTHER~~PAYABLE ~~SUPPLEMENTAL LEASE INFORMATION~~(CONTINUED)

	Three Months Ended February 29, 2024
Lease cost
Operating lease cost (cost resulting from lease payments)	$	10,500
Short term lease cost		-
Sublease income		-
Net lease cost	$	10,500
Operating lease – operating cash flows (fixed payments)	$	10,500
Operating lease – operating cash flows (liability reduction)	$	10,029
Non-current liabilities – right of use assets	$	29,850
Current liabilities – operating lease liabilities	$	30,851
Non-current liabilities – operating lease liabilities	$	-

June 30, 2023

~~The~~On June 30, 2023, in connection with the March 20, 2023 securities purchase agreement with USMC (See Note 12), the Company ~~had~~issued a ~~month-~~convertible promissory note in the amount of $193,935 to~~-month~~ ~~lease~~USMC, ~~effective~~with ~~November~~a 1maturity 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. There was no interest expense on Tranche #11 for the three months ended May 31, 2024. There was $2,635 interest expense on Tranche #11 for the six months ended May 31, 2024. On January 31, 2024, the principal of $193,935 and accrued interest through January 31, 2024 of $9,139 were converted into 2,030,738 shares of the Company’s common stock.

~~NOTE~~ February 8, ~~– ACCOUNTS PAYABLE AND ACCRUED EXPENSES~~2024

~~Accounts~~On February 8, 2024, the Company issued a convertible promissory note in the amount of $618,000 to USMC, with a maturity date of February 7, 2026. The principal amount was funded in equal installments as follows: on February 8, 2024 $103,000; on March 1, 2024 $103,000; on April 1, 2024 $103,000; on May 1, 2024 $103,000; on July 1, 2024 $103,000; on August 1, 2024 $103,000. The note bears interest at 8% per annum which is payable on maturity. Total interest expense for the three months ended May 31, 2025 and 2024 was $12,635 and $6,226, respectively. Total interest expense for the six months ended May 31, 2025 and 2024 was $24,995 and $6,226, respectively. 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 $0.08 per share. On June 16, 2025, the principal of $618,000 and accrued ~~expenses~~interest ~~consisted~~through June 16, 2025 of $56,925 were converted into 8,436,559 shares of the ~~following~~Company’s common ~~amounts~~stock asat a conversion price of: $0.08 per share.

~~SCHEDULE OF~~Lines ~~ACCOUNTS~~of ~~PAYABLE~~Credit ~~AND ACCRUED EXPENSES~~–USMC

	February 28, 2025		November 30, 2024
Accounts payable	$	108,107	$	40,402
Accrued compensation		36,239		53,146
Accounts payable and accrued expenses	$	144,346	$	93,548

July 10, 2023

~~NOTE~~On July 10, 2023, the Company 9entered –into ~~COMMITMENTS~~a ~~AND~~line ~~CONTINGENCIES~~of credit agreement and unsecured convertible grid promissory note with USMC. The July 10, 2023 line of credit agreement provided for the issuance of up to an aggregate of $1,000,000 from USMC under an unsecured convertible grid promissory note (See Note 12) 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 May 31, 2024, there had been $1,000,000 advances from USMC under the July 10, 2023 line of credit agreement. Total interest expense was $6,816 and $18,856 for the three and six months ended May 31, 2024. On March 31, 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.

~~Office and~~March ~~Rental~~7, ~~Property Leases~~2024

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 ~~Company~~provides isfor ~~leasing~~the ~~office~~issuance ~~space~~of up to an aggregate of $1,000,000 of advances from USMC under an unsecured convertible grid promissory note until March 7, ~~which~~2025. The note bears interest at 8% per annum and any outstanding principal or accrued interest under the note is ~~owned~~convertible into byshares of the Company’s ~~majority~~common ~~stockholders~~stock at the sole discretion of the noteholder at a conversion price of $0.08 per share at maturity. As of May 31, 2025, there have been $1,000,000 total advances from USMC under the March 7, 2024 line of credit agreement. Total interest expense was $20,444 and ~~directors~~$4,282 Afor the three months ended May 31, 2025 and 2024, respectively. ~~Scott~~Total ~~Dockter~~interest expense was $39,963 and $4,282 for the six months ended May 31, 2025 and ~~John~~2024, ~~Bremer~~respectively. ~~(See~~Amounts ~~Note~~due ~~12)~~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 $0.08 per share. On June 16, 2025, the principal of $1,000,000 and accrued interest through June 16, 2025 of $75,928 were converted into 13,449,106 shares of the Company’s common stock at a conversion price of $0.08 per share.

~~Mineral Properties~~18

~~The Company’s~~NOTE ~~mineral~~6 ~~rights~~– ~~require~~NOTES ~~various~~PAYABLE ~~annual lease payments~~ (~~See Note 4~~CONTINUED).

20Terms of a new line of credit and unsecured convertible grid promissory note have not yet been determined. USMC has advanced an additional $481,449 as of May 31, 2025. The Company had $9,219 in accrued interest as of May 31, 2025, based on an estimated interest rate of 8% per annum. On June 16, 2025, principal of $416,449 and accrued interest through June 16, 2025 of $10,360 were converted into 5,335,107 shares of the Company’s common stock at a conversion price of $0.08 per share. Advances of $65,000 were not converted into shares of common stock.

~~NOTE~~The Company issued a $31,000 9promissory –note ~~COMMITMENTS~~to ~~AND~~a ~~CONTINGENCIES~~related ~~(CONTINUED)~~party on November 1, 2024. The promissory note is due November 1, 2025 and bears interest at 8% per annum. Total interest expense for the three and six months ended May 31, 2025 was $626 and $1,441, respectively.

~~Legal Matters~~Convertible Debt – Board of Directors

On ~~July~~ April 8, ~~2020~~2021, the Company’s entered ~~former~~into ~~Chief~~a ~~Financial~~twelve-month ~~Officer,~~director Alagreement ~~Calvanico~~with ~~(“Calvanico”)~~Jeffrey Guzy, ~~filed~~as aamended ~~demand~~on ~~for~~August ~~arbitration alleging retaliation~~26, ~~wrongful~~2022 ~~termination,~~(the ~~and~~“Guzy ~~demand~~Director ~~for~~Agreement”) pursuant ato ~~minimum~~which ofMr. ~~$600,000~~Guzy inwill ~~alleged~~serve ~~stock~~as ~~value,~~a ~~plus~~director ~~interest, recovery~~ of ~~past and~~the ~~future wages~~Company, ~~attorneys’~~which ~~fees,~~agreement ~~and~~will ~~punitive~~automatically ~~damages~~renew (~~collectively,~~ the “~~Calvanico~~Renewal ~~Claims~~Date”). for ~~The~~successive ~~Company~~one-year ~~denied all~~terms ~~Calvanico~~unless ~~Claims.~~either ~~The~~party ~~Company~~notifies ~~believed~~the ~~Calvanico~~other ~~was~~of ~~owed~~its ~~nothing~~desire ~~because~~not itto ~~took~~renew the ~~position~~Agreement ~~that~~within ~~Calvanico~~30 ~~was~~days ~~not~~of ~~terminated,~~the expiration ~~but~~of ~~rather,~~the ~~his~~then ~~employment~~current ~~contract~~term. ~~expired~~As oncompensation ~~September 21~~therefor, ~~2019,~~Mr. inGuzy ~~accordance~~is ~~with~~entitled ~~its~~to ~~terms,~~a ~~and~~cash ~~was~~fee ~~not~~of ~~renewed~~$1,000 byper ~~the~~month ~~Company~~which ~~and because~~accrues ~~Calvanico~~as ~~never~~debt ~~exercised~~to ~~his~~the Company ~~stock~~until ~~options.~~the ~~The~~ Company ~~and~~has ~~Calvanico~~its ~~engaged~~first incash-flow ~~binding~~positive ~~arbitration~~month. ~~which~~Effective ~~concluded~~March ~~on February 3~~1, 2023, Mr. OnGuzy’s ~~June~~monthly ~~20,~~compensation ~~2023~~was increased to $1,500 ~~the~~to ~~arbitrator~~be ~~decided~~paid in ~~favor~~cash. ofEffective ~~the~~February ~~Company~~6 ~~with~~2025, ~~respect~~Mr. ~~to Calvanico~~Guzy’s ~~breach~~monthly ofcompensation ~~contract,~~was ~~fraud and~~increased ~~negligent~~to ~~representation~~$2,000 ~~and~~as ~~wrongful~~Mr. ~~discharge~~Guzy ~~claims~~is on ~~and~~both inthe ~~favor~~audit ofcommittee ~~Calvanico~~and ~~for~~the ~~asserted~~compensation ~~attorney~~committee. ~~fee~~Any ~~claims~~amounts inowed ~~accordance~~to ~~with Calvanico’s~~Mr. ~~employment~~Guzy ~~agreement~~at ~~with~~ the ~~Company.~~Renewal AtDate aor ~~July~~upon ~~18,~~Mr. ~~2023,~~Guzy’ ~~teleconference~~resignation or ~~regarding~~removal a(the ~~determination~~“Termination ofDate”) ~~attorney~~will ~~fees to~~ be ~~paid,~~converted into the ~~arbitrator~~Company’s ~~established~~common astock ~~briefing~~at ~~schedule~~a ~~for~~price ~~the~~per ~~parties~~share equal to the ~~formally~~lower ~~present~~of ~~their~~the ~~legal~~market ~~arguments~~price on the ~~issue.~~exchange ~~Calvanico’s brief~~or intrading ~~support~~market ofwhere ~~attorney~~such ~~fees~~stock ~~was~~is ~~due~~then ~~and~~traded ~~timely~~or ~~filed~~quoted onor ~~August~~the ~~15,~~volume-weighted ~~2023.~~average price ~~The~~(“VWAP”) ~~Company’s~~of ~~brief~~the incommon ~~opposition~~stock ~~was~~for ~~due~~the ~~and~~20 ~~timely filed~~days onimmediately ~~September~~preceding ~~19,~~the ~~2023.~~Renewal ~~Calvanico’s~~Date ~~reply~~or ~~brief~~the ~~was~~Termination ~~filed~~Date, onas ~~October~~the case 4,may ~~2023~~be. On ~~February~~April 614, ~~2024~~2023, ~~the~~Mr. ~~Company~~Guzy ~~agreed~~converted ~~to pay~~ $~~618~~24,000 in ~~six~~accrued ~~equal~~but ~~monthly~~unpaid ~~payments~~director fees into 80,000 shares of common stock at $~~103~~0.15 per share and 150,000 ~~with~~shares ~~the~~of ~~first~~common ~~payment~~stock ~~made~~at ~~February~~$0.08 8,per ~~2024~~share. ~~$618,000~~The inAgreement ~~payments~~also ~~have~~includes ~~been~~a ~~made~~non-competition provision during the term asof the Agreement and for twelve months thereafter. As of ~~February~~May 2831, 2025, there were no cash fees owed to Mr. Guzy.

~~Contractual~~On August 13, 2021, the Company ~~Matters~~entered into a twelve-month director agreement with Dr. Kurtis, as amended on August 26, 2022 (the “Kurtis Director Agreement”) pursuant to which Dr. Kurtis will provide 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. Effective February 6, 2025, Dr. Kurtis’ monthly compensation was increased to $1,500 as Dr. Kurtis is on the compensation committee. Any amounts owed to Dr. Kurtis at the Renewal Date or the Termination Date will be converted into common stock at the lower of 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. On April 14, 2023, Dr. Kurtis converted $12,000 in accrued but unpaid director fees into 80,000 shares of common stock at $0.15 per share. The Agreement also includes a non-competition provision during the term of the Agreement and for twelve months thereafter. As of May 31, 2025, cash fees owed to Dr. Kurtis under the Kurtis Director Agreement were deferred and debt in the amount of $36,000 is owed to Dr. Kurtis.

On ~~November~~ 1September 11, ~~2013~~2023, the Company entered into ana twelve-month director agreement with ~~USMC~~Brady Barto (“the Barto Agreement”) pursuant to which Mr. Barto will serve as a director. Mr. Barto will be notified within 30 days before the end of the twelve months whether his contract will be renewed under the same terms of compensation. As compensation therefor, inMr. Barto is entitled to a cash fee of $1,000 per month which ~~USMC~~accrues as ~~provides~~debt ~~various~~to ~~technical~~the ~~evaluations~~Company ~~and~~until ~~mine~~the ~~development~~Company has its first cash-flow positive month. Any amounts owed to Mr. Barto at the end of the twelve-month ~~services~~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 ~~Company~~20-days ~~regarding~~from the ~~various~~last ~~mining~~date ~~properties/rights~~Mr. ~~owned~~Barto byis on the ~~Company~~board. ~~Terms~~The Agreement includes a non-competition provision during the term of ~~services~~the Agreement and ~~compensation~~for ~~will~~twelve months thereafter. As of May 31, 2025, cash fees owed to Mr. Barto under the Barto Director Agreement bewere ~~determined~~deferred ~~for~~and ~~each~~debt ~~project~~in ~~undertaken~~the byamount ~~USMC~~of $17,000 is owed to Mr. Barto. Mr. Barto resigned as a director on February 5, 2025.

~~On October 12, 2018, the Company entered into a material supply agreement with USMC, pursuant to which USMC provides designated natural resources to the Company at predetermined prices (See Note 12).~~19

~~Note 10~~NOTE -7 ~~STOCKHOLDERS’~~– ~~EQUITY~~LEASES

~~On January~~The ~~31,~~following ~~2024,~~table ~~the~~presents net ~~Company~~lease ~~issued~~cost ~~8,877,923 shares of common stock to USMC in exchange for $1,525,676 notes payable principal~~ and ~~$87,211~~ inother ~~interest~~supplemental ~~accrued~~lease ~~through January 31, 2024.~~information:

On SCHEDULE ~~February~~OF ~~23,~~LEASE ~~2024,~~COST ~~the~~AND ~~board~~OTHER ofSUPPLEMENTAL ~~directors~~LEASE 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. 500,000 shares of common stock have been issued as of February 28, 2025.INFORMATION

	Six Months Ended May 31, 2025
Lease cost
Operating lease cost (cost resulting from lease payments)	$	1,500
Short term lease cost		-
Sublease income		-
Net lease cost	$	1,500

Operating lease – operating cash flows (fixed payments)	$	1,500
Operating lease – operating cash flows (liability reduction)	$	1,385
Current leases – right of use assets	$	15,807
Current liabilities – operating lease liabilities	$	15,859
Non-current liabilities – operating lease liabilities	$	-

Note 11 – STOCK-BASED COMPENSATION

	Six Months Ended May 31, 2024
Lease cost
Operating lease cost (cost resulting from lease payments)	$	21,000
Short term lease cost		-
Sublease income		-
Net lease cost	$	21,000

Operating lease – operating cash flows (fixed payments)	$	21,000
Operating lease – operating cash flows (liability reduction)	$	20,529
Current leases – right of use assets	$	19,900
Current liabilities – operating lease liabilities	$	20,696
Non-current liabilities – operating lease liabilities	$	-

~~The Company~~NOTE ~~accounted~~8 ~~for~~– ~~its~~ACCOUNTS PAYABLE ~~stock-based~~AND ~~compensation~~ACCRUED ~~in accordance with the fair value recognition provisions of FASB ASC Topic 718.~~EXPENSES

~~2017 Equity~~Accounts ~~Incentive~~payable ~~Plan~~and accrued expenses consisted of the following amounts as of:

On SCHEDULE ~~November~~OF ~~10,~~ACCOUNTS ~~2017,~~PAYABLE ~~the~~AND ~~Board~~ACCRUED approved the 2017 PureBase Corporation Stock Option Plan which is intended to be a qualified stock option plan (the “Option Plan”). The Board reserved ten million shares of the Company’s common stock to be issued pursuant to options granted under the Option Plan. The Option Plan was subsequently approved by shareholders on September 28, 2018. As of February 28, 2025, options to purchase an aggregate of 4,668,787 shares of common stock are outstanding under the Option Plan.EXPENSES

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

	May 31, 2025		November 30, 2024

Accounts payable	$	198,937	$	40,402
Accrued compensation		31,684		53,146
Other accrued expenses		19,001		-
Accounts payable and accrued expenses	$	249,622	$	93,548

~~On December~~NOTE ~~13,~~9 ~~2023,~~– ~~the Company granted the Chief Financial Officer an option to purchase 200,000 shares of the Company’s common~~COMMITMENTS ~~stock~~AND at an exercise price of $0.09 per share and a fair value of $16,762. This option vests in one year. The option was valued using the Black-Scholes option pricing model under the assumption in the table below.CONTINGENCIES

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

~~On February~~The 6Company leased office space from USMC, which, as of May 31, 2025, ~~the~~was ~~Company~~25% ~~granted~~owned anby ~~employee~~A. ~~two~~Scott ~~options~~Dockter, toour ~~purchase~~President, ~~100~~Chief Executive Officer and Director,~~000~~ ~~shares~~25% ~~for~~owned ~~each~~by ~~option~~John ofBremer, ~~the~~a ~~Company’s~~Director, ~~common stock~~and at50% anowned ~~exercise~~by ~~price~~Craig ofBarto, ~~$0.06~~father ~~per~~of ~~share~~Brady ~~and~~Barto, a ~~fair~~former ~~value~~Director of the ~~$7,943~~Company ~~for~~(See ~~each~~Note ~~option~~12). ~~These~~On ~~options~~May ~~vest~~8, 2025, the Company moved to office space in ~~one~~Sutter ~~year~~Creek, California owned by our Chief Executive Officer for $1,500 per month. The ~~option was~~lease ~~valued~~expires ~~using~~in ~~the~~April ~~Black-Scholes~~2026. ~~option~~The ~~pricing~~Company plans ~~model~~to ~~under~~extend the ~~assumption~~lease asupon ~~found~~expiration inof the ~~table~~initial ~~below~~term.

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

~~SCHEDULE~~The OFCompany’s ~~BLACK-SCHOLES~~mineral rights ~~OPTION~~require ~~PRICING~~various ~~MODEL~~annual ~~ASSUMPTIONS~~ lease payments (See Note 4).

Grant Date	Number of Options		Stock Price		Exercise Price		Expected Volatility			Risk-free Interest Rate			Dividend Rate			Expected Term	Fair Value
12/13/2023		200,000	$	0.09	$	0.09		206.88	%		4.18	%		0.00	%	3.00 years	$	16,762
02/06/2025		200,000	$	0.081	$	0.06		240.81	%		4.23	%		0.00	%	3.50 years	$	15,886
02/06/2025		100,000	$	0.081	$	0.06		240.81	%		4.23	%		0.00	%	3.50 years	$	7,943
02/06/2025		100,000	$	0.081	$	0.06		240.81	%		4.23	%		0.00	%	3.50 years	$	7,943

~~The Company~~NOTE ~~granted~~9 ~~options~~– ~~to purchase an aggregate of 400,000 shares of common stock during the three months ended February 28, 2025, and~~COMMITMENTS ~~granted~~AND anCONTINGENCIES ~~option to purchase 200,000 shares of common stock during the three months ended February 29, 2024.~~(CONTINUED)

~~The weighted~~Legal average grant date fair value of options granted and vested during the three months ended February 28, 2025 was $11,315. The weighted average grant date fair value of options granted and vested during the three months ended February 29, 2024 was $0.Matters

~~Compensation~~On July 8, 2020, the Company’s ~~based~~former ~~stock~~Chief ~~option~~Financial ~~activity~~Officer, Al Calvanico (“Calvanico”), filed a demand for ~~qualified~~arbitration alleging retaliation, wrongful termination, and ~~unqualified~~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 believed Calvanico was owed nothing because it took 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 the Company and because Calvanico never exercised his stock options. isThe ~~summarized~~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 in six equal monthly payments of $103,000 with the first payment made February 8, 2024. $618,000 in payments have been made as ~~follows:~~of August 1, 2024.

~~SCHEDULE~~Contractual ~~OF STOCK OPTION ACTIVITY~~Matters

			Weighted
	Number of		Average
	Shares		Exercise Price
Outstanding at November 30, 2023		129,438,187	$	0.53
Granted		200,000	$	0.09
Exercised		-		-
Expired or cancelled		-		-
Outstanding at February 29, 2024		129,638,187	$	0.53
Outstanding at November 30, 2024		129,438,187	$	0.53
Granted		400,000	$	0.06
Exercised		-		-
Expired or cancelled		-		-
Outstanding at February 28, 2025		129,838,187	$	0.52

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

22On October 12, 2018, the Company entered into a material supply agreement with USMC, pursuant to which USMC provides designated natural resources to the Company at predetermined prices (See Note 12).

Note 1110 ~~– STOCK~~-~~BASED~~ ~~COMPENSATION~~STOCKHOLDERS’ ~~(CONTINUED)~~EQUITY

~~The~~On January 31, 2024, the Company ~~following~~issued ~~table~~8,877,923 ~~summarizes~~shares ~~information~~of ~~about~~common ~~options~~stock to ~~purchase~~USMC ~~shares~~in ofexchange ~~the~~for ~~Company’s~~$1,525,676 ~~common~~notes ~~stock~~payable ~~outstanding~~principal and ~~exercisable at~~$87,211 ~~February~~in 28interest accrued through January 31, ~~2025:~~2024.

~~SCHEDULE~~On OFFebruary ~~STOCK~~23, ~~OPTION~~2024, ~~SHARES~~the board ~~OUTSTANDING~~of ~~AND~~directors ~~EXERCISABLE~~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. 500,000 shares of common stock have been issued pursuant to the agreement, of which 49,997 shares were issued during the six months ended May 31, 2025.

				Weighted-		Weighted-
				Average		Average
Exercise		Outstanding		Remaining Life		Exercise		Number
Price		Options		In Years		Price		Exercisable
$	0.06		4,668,787		5.03	$	0.06		4,268,787
$	0.38		116,000,000		3.59	$	0.38		116,000,000
$	2.50		8,669,400		2.26	$	2.50		8,669,400
$	3.00		500,000		1.00	$	3.00		500,000
			129,838,187		3.54	$	0.52		129,438,187

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.

~~The compensation expense attributed to the issuance of the options is recognized as vested options.~~21

~~The~~Note ~~stock~~11 ~~options~~– ~~granted~~STOCK-BASED ~~are exercisable over various terms from three 3 to ten years from the grant date and vest over various terms from the grant date to five years.~~COMPENSATION

~~Total compensation~~The ~~expense~~Company ~~related~~accounted tofor its ~~the~~stock-based ~~options~~compensation ~~was~~in ~~$33,147~~accordance ~~and~~with ~~$8,191 for~~ the ~~three~~fair ~~months~~value ~~ended~~recognition ~~February~~provisions ~~28, 2025 and February 29, 2024, respectively. As~~ of ~~February~~FASB ~~28,~~ASC ~~2025,~~Topic ~~there was $29,124 compensation cost related to non-vested stock options~~718.

~~As of~~2017 ~~February~~Equity ~~28,~~Incentive 2025, the aggregate intrinsic value of the total outstanding and exercisable options was $0, which was based on an estimated fair value of the Company’s common stock of $0.085 as of such date and which represents the aggregate fair value of the common stock that would have been received by the option holders had all option holders exercised their options as of that date, net of the aggregate exercise price.Plan

23On November 10, 2017, the Board approved the 2017 PureBase Corporation Stock Option Plan which is intended to be a qualified stock option plan (the “Option Plan”). The Board reserved ten million shares of the Company’s common stock to be issued pursuant to options granted under the Option Plan. The Option Plan was subsequently approved by shareholders on September 28, 2018. As of May 31, 2025, options to purchase an aggregate of 5,065,507 shares of common stock are outstanding under the Option Plan.

~~NOTE~~The Company has also granted 12options –to ~~RELATED~~purchase ~~PARTY~~an ~~TRANSACTIONS~~aggregate of 500,000 shares of common stock pursuant to employment agreements with certain employees prior to the adoption of the Option Plan.

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

On ~~December~~ 1February 6, ~~2013~~2025, the Company ~~entered into a contract mining agreement with USMC, a 5% shareholder and a company 25% owned by A. Scott~~ ~~Dockter,~~granted ~~our~~the ~~President and~~ Chief ~~Executive~~Financial Officer, ~~and~~an aoption ~~director,~~to ~~25%~~purchase ~~owned by John Bremer~~200,000 ashares ~~director, and 50% owned by Craig Barto, father~~ of ~~Brady Barto, a former director of~~ the Company,’s ~~pursuant~~common tostock ~~which~~at ~~USMC~~an ~~will~~exercise ~~provide~~price ~~various~~of ~~technical~~$0.06 per ~~evaluations~~share and ~~mine~~a ~~development services~~fair tovalue ~~the~~of ~~Company~~$15,886. NoThis ~~services~~option ~~were~~vests ~~rendered~~in byone ~~USMC~~year. ~~for~~The ~~the~~option ~~three~~was ~~months~~valued ~~ended~~using ~~February~~the ~~28,~~Black-Scholes ~~2025~~option ~~and~~pricing ~~February 29, 2024., respectively.~~model ~~For~~under the ~~three~~assumption ~~months~~in ~~ended February 28, 2025 and February 29, 2024,~~ the ~~Company~~table ~~made no purchases from USMC under the mining agreement~~below.

~~During the~~On ~~three months ended~~ February 286, 2025 ~~and February 29~~, ~~2024,~~the ~~USMC~~Company granted ~~paid~~an ~~$103~~employee ~~and~~two ~~$0,~~options ~~respectively, of expenses~~ to ~~the~~purchase ~~Company’s vendors~~100,000 ~~and~~shares ~~creditors~~for oneach ~~behalf~~option of the Company’s ~~and~~common ~~also~~stock ~~made~~at ~~cash~~an ~~advances~~exercise toprice ~~the Company~~ of ~~convertible notes payable of~~ $0.06 ~~and~~per ~~$103,000, respectively,~~share and ~~lines~~a offair ~~credit~~value of $~~101~~7,~~551~~943 ~~and~~for ~~$572,400,~~each ~~respectively~~option. InThese ~~addition,~~options ~~USMC~~vest ~~advanced~~in ~~the~~one ~~Company~~year. ~~$238,449~~The ~~during~~option was valued using the Black-Scholes ~~three~~option ~~months~~pricing ~~ended~~model ~~February~~under ~~28,~~the ~~2025~~assumption ~~for~~as ~~which~~found ~~there~~in ~~currently~~the istable ~~no agreement~~below.

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

On ~~February~~ 8May 1, ~~2024~~2025, the Company granted ~~issued~~five aemployees ~~convertible~~options ~~promissory note in the amount of $618,000~~ to ~~USMC,~~purchase ~~with~~ a ~~maturity~~total ~~date~~ of ~~February 7~~346,720 ~~2026.~~shares ~~The~~of ~~principal~~the ~~amount~~Company’s ~~was~~common ~~funded~~stock inat ~~equal~~an ~~installments~~exercise asprice ~~follows:~~of ~~on February 8, 2024~~ $~~103,000; on March 1, 2024 $103,000; on~~0.08 ~~April~~per 1,share ~~2024~~and ~~$103,000;~~a ontotal ~~May~~fair 1,value ~~2024~~of $~~103~~31,~~000;~~246. onThese ~~July~~options 1,vest ~~2024~~in ~~$103,000;~~one ~~on August 1, 2024 $103,000~~year. The ~~note~~options ~~bears~~were ~~interest~~valued atusing ~~8% per annum which is payable on maturity. Total interest expense for~~ the ~~three~~Black-Scholes ~~months~~option ~~ended February 28, 2025 and February 29, 2024 was~~pricing ~~$16,480~~model ~~and $458, respectively. Amounts due~~ under the ~~note~~assumptions ~~may~~as befound ~~converted~~in ~~into shares of~~ the ~~Company’s~~table ~~common stock at any time at the option of the noteholder, at a conversion price of $0~~below.~~08 per share.~~

~~The outstanding~~On ~~balance~~May ~~due~~5, on2025, the ~~above~~Company granted ~~notes~~an toemployee ~~USMC~~an ~~was~~option ~~$618~~to purchase 50,000 shares of the Company’s common stock at ~~February~~an ~~28,~~exercise ~~2025~~price of $0.08 per share and a ~~November~~fair 30value of $4,500. ~~2024~~This option vests in one year. The option was valued using the Black-Scholes option pricing model under the assumption as found in the table below.

~~USMC Lines~~SCHEDULE ofOF ~~Credit~~BLACK-SCHOLES OPTION PRICING MODEL ASSUMPTIONS

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. On March 31, 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.

Grant Date	Number of Options		Stock Price		Exercise Price		Expected Volatility			Risk-free Interest Rate			Dividend Rate			Expected Term	Fair Value
12/13/2023		200,000	$	0.09	$	0.09		206.88	%		4.18	%		0.00	%	3.00 years	$	16,762
02/06/2025		200,000	$	0.081	$	0.06		240.81	%		4.23	%		0.00	%	3.50 years	$	15,886
02/06/2025		100,000	$	0.081	$	0.06		240.81	%		4.23	%		0.00	%	3.50 years	$	7,943
02/06/2025		100,000	$	0.081	$	0.06		240.81	%		4.23	%		0.00	%	3.50 years	$	7,943
05/01/2025		346,720	$	0.09	$	0.08		427.61	%		3.69	%		0.00	%	3.50 years	$	31,246
05/05/2025		50,000	$	0.09	$	0.08		427.61	%		3.78	%		0.00	%	3.50 years	$	4,500

~~On March~~The ~~7, 2024, the~~ Company ~~entered~~granted ~~into a line of credit agreement and unsecured convertible grid promissory note with USMC. The March~~options ~~7, 2024 line of credit agreement provides for the issuance of up~~ to purchase an aggregate of $1796,~~000,000~~720 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 atduring ~~a conversion price of $0.08 per share on~~ the ~~maturity~~six ~~date.~~months Asended ofMay ~~February 28~~31, 2025, ~~there~~and ~~have~~granted ~~been~~an ~~total~~option ~~advances~~to ~~of $1~~purchase 200,000~~,000~~ ~~from~~shares ~~USMC under the March 7, 2024 line~~ of ~~credit~~common ~~agreement.~~stock Asduring ~~of February 28, 2025,~~ the ~~accrued~~six ~~interest~~months onended ~~the~~May ~~March 7~~31, 2024 ~~line of credit was $51,928~~. ~~The line of credit was fully funded in January 2025.~~

~~USMC has~~The ~~advanced~~weighted anaverage ~~additional~~grant date ~~$406,449~~fair tovalue ~~the Company as~~ of ~~April~~options ~~14,~~granted ~~2025. Terms of a new line of credit~~ and ~~unsecured~~vested ~~convertible~~during ~~grid~~the ~~promissory note~~six ~~have~~months ~~not~~ended ~~yet~~May ~~been~~31, ~~determined.~~2025 ~~There~~ was $110,~~420~~183. inThe ~~accrued~~weighted ~~interest~~average asgrant date fair value of ~~February~~options ~~28,~~granted ~~2025,~~and ~~based~~vested onduring anthe ~~estimated~~six ~~interest~~months ~~rate of~~ended 8%May ~~per~~31, ~~annum~~2024 was $0.

A related party advanced the Company $31,000 on November 1, 2024. The promissory note is due November 1, 2025 and bears interest at 8% per annum. Total interest expense for the three months ended February 28, 2025 was $815.22

24Note 11 – STOCK-BASED COMPENSATION (CONTINUED)

~~NOTE~~Compensation based stock option 12activity –for ~~RELATED~~qualified ~~PARTY~~and ~~TRANSACTIONS~~unqualified ~~(CONTINUED)~~stock options is summarized as follows:

~~USMC Mining~~ SCHEDULE ~~Agreements~~OF STOCK OPTION ACTIVITY

On April 22, 2020, the Company entered into a Material Supply Agreement (the “Supply Agreement”) with USMC which amended the prior Materials Supply Agreement entered on October 12, 2018. Under the terms of the Supply Agreement, all kaolin clay purchased by the Company from USMC under the Supply Agreement must be used exclusively for agricultural products and supplementary 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 was 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. For the three months ended February 28, 2025 and February 29, 2024, the Company made no purchases under the Supply Agreement.

				Weighted
	Number of			Average
	Shares			Exercise Price
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 May 31, 2024		129,438,187		$	0.53

Outstanding at November 30, 2024		129,438,187		$	0.53
Granted		796,720		$	0.07
Exercised		-			-
Expired or cancelled		-			-
Outstanding at May 31, 2025		130,234,907		$	0.52

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

~~On May~~ SCHEDULE ~~27,~~OF ~~2021,~~STOCK ~~the~~OPTION ~~Company~~SHARES ~~entered~~OUTSTANDING ~~into~~AND the Materials Extraction Agreement with US Mine, LLC, pursuant to which the Company acquired the right to extract up to one hundred million of certain raw clay materials. The Materials Extraction Agreement is effective until one hundred million tons of material are extracted. As compensation for the 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 will be subject to 15% interest per annum compounded monthly.EXERCISABLE

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, as further amended on June 17, 2022, 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 on April 6, 2023.

				Weighted-		Weighted-
				Average		Average
Exercise		Outstanding		Remaining Life		Exercise		Number
Price		Options		In Years		Price		Exercisable

$	0.06		4,668,787		4.69	$	0.06		4,268,787
$	0.08		396,720		5.92	$	0.08		-
$	0.38		116,000,000		3.34	$	0.38		116,000,000
$	2.50		8,669,400		2.01	$	2.50		8,669,400
$	3.00		500,000		0.75	$	3.00		500,000
			130,234,907		3.30	$	0.52		129,438,187

~~Transactions~~The compensation expense attributed ~~with~~to ~~Officers~~the issuance of the options is recognized as vested options.

~~On August~~The ~~31,~~stock ~~2017, the Company issued a note in the amount of $197,096 to A. Scott Dockter, Chief Executive Officer and a director of the~~options ~~Company,~~granted toare ~~consolidate~~exercisable ~~the~~over ~~total~~various ~~amounts~~terms ~~due~~from ~~to Mr. Dockter. The note bears interest at 6% and is due upon demand. During the~~ three ~~months~~ ~~ended~~3 ~~February~~to ~~28,~~ten ~~2025~~years ~~and~~from ~~2024,~~ the ~~Company~~grant ~~made~~date ~~no payments towards the outstanding balance of the note. Total interest expense on the note was $0~~ and ~~$130~~vest ~~for~~over ~~the~~various ~~three~~terms ~~months~~from ~~ended February 28, 2025 and February 29, 2024, respectively. The balance on~~ the ~~note~~grant ~~was~~date $0to asfive ~~of February 28, 2025, and November 30, 2024, respectively~~years. ~~There was $42,263 of accrued interest as of February 28, 2025, and November 30, 2024.~~

25Total compensation expense related to the options was $44,068 and $12,382 for the six months ended May 31, 2025 and 2024, respectively. As of May 31, 2025, there was $53,949 compensation cost to be expensed related to non-vested stock options.

~~NOTE~~As of May 31, 2025, the aggregate 12intrinsic –value ~~RELATED~~of ~~PARTY~~the ~~TRANSACTIONS~~total ~~(CONTINUED)~~outstanding and exercisable options was $0, which was based on an estimated fair value of the Company’s common stock of $0.069 as of such date and which represents the aggregate fair value of the common stock that would have been received by the option holders had all option holders exercised their options as of that date, net of the aggregate exercise price.

~~Convertible Debt – Board of Directors~~23

~~On April~~NOTE 8,12 ~~2021,~~– ~~the~~RELATED ~~Company~~PARTY entered into the Guzy Director Agreement (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. Effective March 1, 2023, Mr. Guzy’s monthly compensation was increased to $1,500 to be paid in cash. Effective February 6, 2025, Mr. Guzy’s monthly compensation was increased to $2,000 as Mr. Guzy is on both the audit committee and the compensation committee. Any amounts owed to Mr. Guzy at the Renewal Date or upon Mr. Guzy’ resignation or removal will be converted into common stock at the lower of price per share of $0.10 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. On April 14, 2023, Mr. Guzy converted $24,000 in accrued but unpaid director fees into 80,000 shares of common stock at $0.15 per share and 150,000 shares of common stock at $0.08 per share. The Agreement also includes a non-competition provision during the term of the Agreement and for twelve months thereafter. As of February 28, 2025, there were no cash fees owed to Mr. Guzy.TRANSACTIONS

~~On August~~US ~~13,~~Mine 2021, the Company entered into the Kurtis Director Agreement (See Note 6) pursuant to which Dr. Kurtis will serve as a director and provide 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. Effective February 6 2025, Dr. Kurtis’ monthly compensation was increased to $1,500 as Dr. Kurtis is on the compensation committee. 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 per share. The Agreement includes a non-competition provision during the term of the Agreement and for twelve months thereafter. As of February 28, 2025, the Company has debt in the amount of $31,500 owed to Dr. Kurtis.Corporation

On ~~September~~ 11December 1, ~~2023~~2013, the Company entered into ~~the~~a ~~Barto~~contract ~~Agreement~~mining ~~(see~~agreement ~~Note~~with 6)USMC, ~~pursuant~~a to5% ~~which~~shareholder ~~Mr.~~and, ~~Barto agreed to devote~~ as ~~much~~of ~~time as~~May is31, ~~necessary~~2025, to25% ~~perform~~owned ~~completely~~by ~~the duties as a director~~A. ~~Mr.~~Scott ~~Barto was to be notified within 30 days before the end of the twelve~~Dockter, ~~months~~our ~~whether~~President, ~~his~~Chief ~~contract~~Executive ~~would~~Officer beand ~~renewed~~a ~~under~~Director, ~~the~~25% ~~same~~owned ~~terms~~by ofJohn ~~compensation. As compensation therefor~~Bremer, ~~Mr. Barto was entitled to~~ a ~~cash fee of $1~~director,~~000~~ ~~per~~and ~~month~~50% ~~which~~owned ~~accrues~~by asCraig ~~debt~~Barto, tofather ~~the~~of ~~Company until the Company has its first cash-flow positive month. Any amounts~~Brady ~~owed to Mr.~~ Barto, ata ~~the~~former ~~end~~director of the ~~twelve-month~~Company, ~~term~~pursuant orto atwhich ~~his~~USMC ~~earlier~~will ~~removal~~provide orvarious ~~resignation~~technical ~~will~~evaluations beand ~~converted~~mine ~~into~~development ~~common stock at~~services to the ~~lower price of $0~~Company.15 ~~per~~As ~~share or the VWAP~~ of ~~the~~June ~~common~~18, ~~stock~~2025, ~~for~~USMC ~~the~~was ~~20-days~~33% ~~from~~owned ~~the~~by ~~last~~John ~~date~~Bremer ofand ~~Mr.~~67% ~~Barto~~owned ~~being~~by onCraig ~~the board~~Barto. ~~Mr.~~ ~~Barto~~No ~~was~~services ~~also~~were ~~issued~~rendered aby ~~five-year~~USMC for ~~stock~~the ~~option~~six tomonths ~~purchase~~ended ~~200~~May 31,~~000~~ ~~shares~~2025 ofand ~~common stock at $0~~2024.15 ~~per~~For ~~share. The Agreement includes a non-competition provision during~~ the ~~term~~six ~~of the Agreement and for twelve~~ months ~~thereafter.~~ended AsMay ~~of February 28~~31, 2025 and 2024, the Company ~~has debt~~made in$49,425 ~~the~~and ~~amount of~~ $1726,~~000~~175 ~~owed~~purchases from toUSMC ~~Mr.~~under ~~Barto.~~the ~~Mr.~~mining ~~Barto resigned as director on February 5, 2025~~agreement.

~~On February~~During ~~16, 2024,~~ the ~~Company~~six ~~entered~~months ~~into~~ended May ~~a one-year consulting agreement with Magmatics~~31, ~~Inc.~~2025 ~~(“Magmatics”)~~and ~~pursuant to which Joe Thomas~~2024, anUSMC ~~advisory~~paid ~~board~~expenses ~~member,~~of ~~will~~$103 ~~assist~~and ~~in the design~~$7, ~~production~~699, ~~testing~~respectively, ~~and~~to ~~certification~~the ofCompany’s ~~metakaolin~~vendors and ancreditors ~~HP-SCM. Magmatics~~on ~~was~~behalf ~~issued 300,000 shares~~ of the Company’s ~~common~~and ~~stock~~also ~~upon~~made ~~entering~~cash ~~into~~advances to the ~~agreement~~Company ~~and~~of ~~will~~convertible benotes ~~issued~~payable ~~16,667 shares~~ of ~~the~~$0 ~~Company’s~~and ~~common~~$412,000, ~~stock~~respectively, ~~for~~and ~~each~~lines ~~thirty-day~~of ~~period~~credit of ~~completed~~$101,551 ~~for~~and ~~eleven~~$1,095,400, ~~months~~respectively. ~~and~~In 16addition,~~663~~ ~~shares~~USMC ofadvanced the Company’s ~~common stock~~$481,449 ~~for~~during the ~~twelfth~~six ~~month.~~months ~~500,000~~ended ~~shares~~May ~~have~~31, ~~been~~2025 ~~issued~~for which asthere ofcurrently ~~February~~is ~~28,~~no ~~2025 under such~~ agreement.

~~Leases~~USMC Notes

On ~~October~~ 1,February ~~2020~~8, 2024, the Company ~~entered~~issued ~~into~~ a ~~two-year~~convertible ~~lease~~promissory ~~agreement~~note ~~for~~in ~~its~~the ~~office~~amount ~~space~~of ~~with~~$618,000 to USMC, with a ~~monthly~~maturity ~~rent~~date of ~~$1,500~~February ~~(See Note~~ 7), 2026. The principal ~~lease~~amount was ~~amended~~funded toin ~~extend~~equal ~~the~~installments ~~lease~~as ~~for~~follows: anon ~~additional~~February ~~two-year~~8, ~~term~~2024 ~~effective~~$103,000; ~~November~~on March 1, ~~2022~~2024 ~~and~~$103,000; toon ~~add~~April an1, ~~additional~~2024 ~~700~~$103,000; ~~square~~on ~~feet~~May of1, ~~office~~2024 ~~space~~$103,000; ~~for~~on aJuly ~~total~~1, ~~monthly~~2024 ~~rental~~$103,000; ~~price~~on ofAugust 1, 2024 $3103,~~500~~000. The note bears interest at 8% per ~~month~~annum which is payable on maturity. ~~Effective~~Total ~~November~~interest 1expense for the six months ended May 31, 2025 and 2024 was $24,995 ~~the~~and ~~lease~~$6,226, ~~was~~respectively. ~~amended~~Amounts todue ~~change~~under the ~~term~~note tomay ~~month-to-month~~be converted into shares of the Company’s common stock at $1any time at the option of the noteholder,~~500~~ at a conversion price of $0.08 per ~~month~~share. WeThe nooutstanding ~~longer~~balance ~~lease~~due on the ~~additional~~above ~~700~~notes ~~square~~to ~~feet~~USMC was $618,000 at May 31, 2025 and November 30, 2024. WeOn ~~are~~June ~~evaluating~~16, ~~moving~~2025, the principal of $618,000 and accrued interest through June 16, 2025 of $56,925 were converted into 8,436,559 ~~our~~shares ~~offices~~of tothe Company’s common stock at a ~~nearby~~conversion ~~location~~price inof ~~the~~$0.08 ~~current~~per ~~year~~share.

26USMC Lines of Credit

~~NOTE~~On July 10, 2023, the Company 13entered –into ~~CONCENTRATION~~a OFline ~~CREDIT~~of ~~RISK~~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. On March 31, 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.

~~Cash~~On March 7, 2024, the Company ~~Deposits~~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 May 31, 2025, there have been total advances of $1,000,000 from USMC under the March 7, 2024 line of credit agreement. Total interest expense for the six months ended May 31, 2025 and 2024 was $39,963 and $4,282, respectively. As of May 31, 2025, the accrued interest on the March 7, 2024 line of credit was $72,373. The line of credit was fully funded in January 2025. 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 $0.08 per share.

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 February 28, 2025 and November 30, 2024, the Company had no deposits over the FDIC insured limit.24

~~Revenues~~NOTE 12 – RELATED PARTY TRANSACTIONS (CONTINUED)

~~The~~USMC has advanced an additional $481,449 to the Company ~~had~~as noof ~~revenues~~May ~~for~~31, 2025. There was $9,219 in accrued interest as of May 31, 2025, based on an estimated interest rate of 8% per annum pursuant to the ~~three~~interest ~~months~~rate ~~ended~~on ~~February~~the 28existing line of credit. On June 16, 2025, principal of $416,449 and ~~February~~accrued 29interest through June 16, ~~2024~~2025 of $10,360 were converted into 5,335,107 shares of the Company’s common stock at a conversion price of $0.08 per share. Advances of $65,000 were not converted into shares of common stock.

~~Accounts~~A related party advanced the ~~Receivable~~Company $31,000 on November 1, 2024. The promissory note is due November 1, 2025 and bears interest at 8% per annum. Total interest expense for the six months ended May 31, 2025 was $1,441.

~~The Company~~USMC ~~had~~Mining ~~no accounts receivable at February 28, 2025 and February 29, 2024.~~Agreements

~~Vendors~~On April 22, 2020, the Company entered into a Material Supply Agreement (the “Supply Agreement”) with USMC which amended the prior Materials Supply Agreement entered on October 12, 2018. Under the terms of the Supply Agreement, all kaolin clay purchased by the Company from USMC under the Supply Agreement must be used exclusively for agricultural products and supplementary 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 was 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. For the three months ended May 31, 2025 and 2024, the Company purchased $49,425 and $26,175 under the Supply Agreement. For the six months ended May 31, 2025 and 2024, the Company purchased $49,425 and $26,175 under the Supply Agreement.

~~The Company~~US ~~had~~Mine ~~no purchases for the three months ended February 28, 2025 and February 29, 2024.~~LLC

~~NOTE~~On May 27, 2021, the Company 14entered –into ~~SUBSEQUENT~~the ~~EVENTS~~Materials Extraction Agreement with US Mine, LLC, pursuant to which the Company acquired the right to extract up to one hundred million of certain raw clay materials. The Materials Extraction Agreement is effective until one hundred million tons of material are extracted. As compensation for the 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 will be subject to 15% interest per annum compounded monthly.

~~In accordance~~On ~~with~~October ~~ASC~~6, ~~855~~2021, ~~Subsequent~~and ~~Events,~~prior to ~~which~~consummation ~~establishes~~of ~~general~~activities ~~standards~~under ofthe ~~accounting~~Materials ~~for~~Extraction Agreement, the Company and ~~disclosure~~US ofMine, ~~events~~LLC ~~that~~executed an amendment to the Materials ~~occur~~Extraction ~~after~~Agreement (the ~~balance~~“Amendment”). ~~sheet~~Pursuant ~~date~~to ~~but~~the ~~before~~Amendment, ~~financial~~as ~~statements~~further ~~are~~amended ~~issued~~on June 17, 2022, the ~~Company~~US ~~has~~Mine ~~evaluated~~Note ~~all~~was retroactively ~~events~~rescinded, ab initio and ~~transactions that~~an ~~occurred~~option ~~after~~to ~~February~~purchase 28an aggregate of 116,000,000 ~~2025~~shares ~~through~~of the ~~date~~Company’s ~~the~~common ~~condensed~~stock ~~consolidated~~at an ~~financial~~exercise ~~statements~~price ~~were~~of ~~filed~~$0.38 ~~During~~per ~~this~~share ~~period~~ until April 6, 2028, was issued to US Mine, LLC as compensation. Shares subject to the ~~Company~~option ~~did~~vested as ~~not~~to ~~have~~58,000,000 ~~any~~shares ~~material~~on ~~reportable~~April ~~subsequent~~6, ~~events~~2022, 29,000,000 shares on October 6, 2022, and 29,000,000 shares on April 6, 2023.

2725

~~ITEM 2.~~NOTE ~~MANAGEMENT’S~~12 ~~DISCUSSION~~– ~~AND~~RELATED ~~ANALYSIS~~PARTY OFTRANSACTIONS ~~FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~(CONTINUED)

~~This Quarterly~~Transactions ~~Report on Form 10-Q includes forward-looking statements that reflect management’s current views~~ with respect to future events and financial performance. Forward-looking statements are statements 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. These 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. Prospective 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 set forth in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended November 30, 2024, as filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2025, 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 in our forward-looking statements. These risks and factors include, by way of example and without limitation:Officers

●On ~~absence~~August of31, ~~contracts~~2017, ~~with~~the ~~customers~~Company orissued ~~suppliers;~~a ●note ~~our~~in the ~~ability~~amount of $197,096 to ~~maintain~~A. ~~and~~Scott ~~develop~~Dockter, ~~relationships~~Chief ~~with~~Executive ~~customers~~Officer and ~~suppliers;~~a ●director ~~the impact~~ of ~~competitive~~the ~~products~~Company, ~~and~~to ~~pricing;~~consolidate ●the ~~supply~~total ~~constraints~~amounts ordue to ~~difficulties;~~Mr. ●Dockter. ~~the~~The ~~retention~~note ~~and~~bears ~~availability~~interest ofat ~~key~~6% ~~personnel; ● general economic~~ and ~~business~~is ~~conditions;~~due ●upon ~~substantial~~demand. ~~doubt~~During ~~about~~the ~~our~~six ~~ability~~months toended ~~continue~~May as31, a2025 ~~going~~and ~~concern;~~2024, ●the ~~our~~Company ~~ability~~made no topayments ~~successfully~~towards ~~implement~~the ~~our~~outstanding ~~business~~balance ~~plan;~~of ●the ~~our~~note. ~~need~~Total tointerest ~~raise~~expense ~~additional~~on ~~funds in~~ the ~~future;~~note ●was ~~our~~$0 ~~ability to successfully recruit~~ and ~~retain~~$51 ~~qualified~~for ~~personnel~~the inthree ~~order~~months toended May ~~continue~~31, ~~our~~2025 ~~operations;~~and ~~● our ability to successfully acquire~~2024, ~~develop~~respectively. orTotal ~~commercialize~~interest ~~new~~expense ~~products;~~on ● the ~~commercial~~note ~~success~~was of$0 ~~our~~and ~~products;~~$181 ●for the ~~impact~~six ofmonths ~~any~~ended ~~industry~~May ~~regulation;~~31, ●2025 ~~our~~and ~~ability~~2024, respectively. toThe ~~develop~~balance ~~existing~~on ~~mining~~the ~~projects~~note orwas ~~establish~~$0 ~~proven~~as orof ~~probable~~May ~~reserves;~~31, ●2025, ~~our~~and ~~dependence~~November on30, ~~one~~2024, ~~vendor~~respectively. ~~for~~There ~~our~~was ~~minerals~~$42,263 ~~for~~of ~~our~~accrued ~~products;~~interest as ~~● the impact~~ of ~~potentially~~May ~~losing~~31, ~~the~~2025, ~~rights to properties;~~ and ●November ~~the~~30, ~~impact of the increase in the price of natural resources~~2024.

~~We undertake~~Convertible noDebt ~~obligation~~– toBoard ~~update or revise forward-looking statements to reflect events or circumstances occurring after the date~~ of ~~this~~ ~~Quarterly Report, except as required by law.~~Directors

AsOn April 8, 2021, the Company entered into the ~~used~~Guzy inDirector ~~this~~Agreement ~~Quarterly~~(See ~~Report~~Note ~~and~~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 ~~otherwise~~either ~~indicated~~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 ~~terms~~Company “until the Company,” ~~“we~~has its first cash-flow positive month. Effective March 1,” ~~“us~~2023,” ~~and~~Mr. Guzy’s monthly ~~“our~~compensation was increased to $1,”500 ~~refer~~to be paid in cash. Effective February 6, 2025, Mr. Guzy’s monthly compensation was increased to ~~PureBase~~$2,000 ~~Corporation~~as Mr. Guzy is on both the audit committee and ~~its~~the ~~wholly~~compensation committee. Any amounts owed to Mr. Guzy at the Renewal Date or upon Mr. Guzy’ resignation or removal will be converted into common stock at the lower of price per share of $0.10 or the VWAP of the common stock for the 20-~~owned~~days ~~subsidiaries~~immediately preceding the Renewal Date or the Termination Date, ~~PureBase~~as ~~Agricultural~~the case may be. On April 14, ~~Inc~~2023, Mr. Guzy converted $24,000 ain ~~Nevada~~accrued ~~corporation (“PureBase~~but ~~AG”)~~unpaid director fees into 80,000 shares of common stock at $0.15 per share and U150,000 shares of common stock at $0.S08 per share. ~~Agricultural~~The ~~Minerals~~Agreement also includes a non-competition provision during the term of the Agreement and for twelve months thereafter. As of May 31, ~~LLC~~2025, athere ~~Nevada~~were ~~limited~~no ~~liability~~cash ~~company~~fees ~~(“PureBase~~owed ~~AM”)~~to Mr. Guzy.

~~Business~~On August 13, 2021, the Company entered into the ~~Overview~~Kurtis Director Agreement (See Note 6) pursuant to which Dr. Kurtis will serve as a director and provide 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. Effective February 6 2025, Dr. Kurtis’ monthly compensation was increased to $1,500 as Dr. Kurtis is on the compensation committee. 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 per share. The Agreement includes a non-competition provision during the term of the Agreement and for twelve months thereafter. As of May 31, 2025, the Company has debt in the amount of $36,000 owed to Dr. Kurtis.

WeOn September 11, 2023, the Company entered into the Barto Agreement ~~are~~(see anNote ~~industrial~~6) ~~mineral~~pursuant ~~and~~to ~~natural~~which ~~resource~~Mr. ~~company~~Barto ~~that~~agreed ~~provides~~to ~~solutions~~devote as much time as is necessary to ~~the~~perform ~~agriculture~~completely ~~and~~the ~~construction~~duties ~~materials~~as ~~markets~~a director. inMr. Barto was to be notified within 30 days before the ~~United~~end ~~States,~~of ~~through~~the ~~our~~twelve ~~two~~months ~~subsidiaries,~~whether ~~Purebase~~his ~~AG,~~contract ~~and~~would ~~Purebase~~be AMrenewed under the same terms of compensation. As compensation therefor, ~~respectively~~Mr. ~~The~~Barto was entitled to a cash fee of $1,000 per month which accrues as debt to the Company until the Company has ~~not~~its ~~yet~~first ~~commenced~~cash-flow ~~mining~~positive month. Any amounts owed to Mr. Barto at the end of the twelve-month term or at his ~~operations~~earlier ~~and~~removal ~~relies~~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 being on ~~USMC~~the board. Mr. Barto was also issued a five-year stock option to purchase 200,000 shares of common stock at $0.15 per share. The Agreement includes a non-competition provision during the term of the Agreement and for twelve ~~its~~months ~~mineral~~thereafter. ~~resources~~As ~~extracted~~of ~~from~~May ~~mineral~~31, ~~sites~~2025, ~~owned~~the byCompany UShas ~~Mine~~debt ~~LLC~~in the amount of $17,000 owed to Mr. Barto. Mr. Barto resigned as director on February 5, 2025.

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.26

28NOTE 12 – RELATED PARTY TRANSACTIONS (CONTINUED)

~~Agricultural~~On February 16, 2024, ~~Sector~~the Company entered into a one-year consulting agreement with Magmatics, Inc. (“Magmatics”) pursuant to which Joe Thomas 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. 500,000 shares have been issued pursuant to the agreement, of which 49,997 shares were issued during the six months ended May 31, 2025.

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.Leases

~~Construction~~On October 1, 2020, the Company ~~Sector~~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. The Company no longer leases the additional 700 square feet. On May 8, 2025, we moved our corporate offices to a location in Sutter Creek, California. We lease from our Chief Executive Officer for $1,500 per month. The lease expires in April 2026. The Company plans to extend the lease upon expiration of the initial term.

~~We are~~NOTE ~~developing~~13 ~~and~~– ~~testing~~CONCENTRATION aOF ~~kaolin-based~~CREDIT 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.RISK

~~We utilize~~Cash 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.Deposits

~~Results~~Financial instruments that potentially subject the Company to concentrations of ~~Operations~~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 May 31, 2025 and November 30, 2024, the Company had no deposits over the FDIC insured limit.

~~Comparison of the Three Months Ended February 28, 2025 to the Three Months Ended February 29, 2024~~Revenues

	February 28, 2025			February 29, 2024			Variance
Revenue, net	$	-		$	-		$	-
Cost of goods sold		-			-			-
Operating income		-			-			-
Operating Expenses:
Selling, general and administrative		385,069			453,565			(68,496	)
Stock based compensation		33,147			8,191			24,956
Total operating expenses		418,216			461,756			(43,540	)
Loss from operations		(418,216	)		(461,756	)		(43,540	)
Interest expense, related parties		(34,472	)		(29,216	)		(5,256	)
Loss before provision for income taxes		(452,688	)		(490,972	)		38,284
Provision for income tases		-			-			-
Net Loss	$	(452,688	)	$	(490,972	)	$	38,284

Four customers accounted for 100% of the total revenue for the six months ended May 31, 2025, as set forth below:

~~Revenues~~SCHEDULE OF CONCENTRATION OF CREDIT RISK

There was no revenue in the three months ended February 28, 2025 and February 29, 2024. Customer purchases of agricultural products is seasonal and usually does not begin until the Company’s second quarter.

Customer A	64	%
Customer B	25	%
Customer C	9	%
Customer D	2	%

~~Cost~~Three customers accounted for 100% of ~~Goods~~total ~~Sold~~revenues for the six months ended May 31, 2024, as set forth below:

There was no cost of goods sold for the three months ended February 28, 2025 and February 29, 2024 as there was no revenue during those periods.

Customer A	53	%
Customer B	30	%
Customer C	17	%

29Accounts Receivable

~~Operating~~One customer accounted for 100% of the accounts receivable as of May ~~Expenses~~31, 2025.

~~Total operating~~Two ~~expenses~~customers ~~decreased~~accounted byfor ~~$43,540, or 9~~100%, ~~for~~of the ~~three~~accounts receivable ~~months ended February 28, 2025,~~ as ~~compared~~of toMay ~~the three months ended February 29~~31, 2024~~. The decrease in operating expenses was primarily due to a decrease in selling and general and administrative expenses of $68~~,~~703 for~~ ~~the three months ended February 28, 2025,~~ as ~~compared~~set toforth ~~the three months ended February 29, 2024, primarily due to a decrease in professional services, offset by an increase in wages and related expenses and stock-based compensation.~~below:

Interest Expense, Related Parties

Customer A			65	%
Customer B			35	%

Interest expense increased by $5,256 for the three months ended February 28, 2025, as compared to the three months ended February 29, 2024, primarily due to increased borrowings on the lines of credit, advances from USMC, and a new convertible note payable, partially offset by conversion of five notes payable to common stock in January 2024.Vendors

~~Liquidity~~One supplier accounted for 100% ~~and~~of ~~Capital~~purchases ~~Resources~~during the six months ended May 31, 2025.

~~As of~~One ~~February~~supplier ~~28,~~accounted ~~2025, we had cash on hand of $19,990 and a working capital deficiency of $1,494,421, as compared to cash on hand of $28,~~for 100% ~~and a working capital deficiency~~ of ~~$1,093,058~~purchases asduring ~~of November 30, 2024. The increase in working capital deficiency is primarily a result of an increase in advances from USMC of $238,449, an increase in~~ the ~~line~~six ofmonths ~~credit~~ended ~~with~~May ~~USMC of $101~~31,~~551,~~ an increase of accounts payable and accrued expenses of $50,798, an increase in interest payable related parties of $21,753, an increase in convertible notes payable related parties of $5,500, a decrease in cash of $8,110, offset by an increase in prepaid expenses of $24,7982024.

~~The Company’s~~NOTE ~~operating~~14 ~~activities~~– ~~consume~~SUBSEQUENT the majority of its cash resources. The Company anticipates that it will continue to incur operating losses as it executes its development plans for 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.EVENTS

~~Although no~~In ~~assurances~~accordance ~~can~~with beASC ~~given~~855, Subsequent asEvents, towhich ~~the~~establishes ~~Company’s~~general ~~ability~~standards toof ~~deliver~~accounting onfor ~~its~~and ~~revenue~~disclosure ~~plans~~of orevents that ~~unforeseen~~occur ~~expenses~~after ~~may~~the ~~arise, management~~balance ~~currently~~sheet ~~believes~~date ~~that~~but ~~the~~before ~~revenue~~financial tostatements beare ~~generated~~issued, ~~from~~the ~~operations~~Company ~~together~~has ~~with~~evaluated ~~equity~~all events and ~~debt~~transactions ~~financing,~~that ~~including~~occurred ~~funding~~after ~~from~~May ~~USMC~~31, in2025 ~~the~~through ~~form of a line of credit, will provide~~ the ~~necessary~~date ~~funding for~~ the ~~Company~~condensed toconsolidated ~~continue~~financial asstatements awere ~~going concern for the next twelve months~~filed.

~~Going~~The Company’s Chief ~~Concern~~Executive Officer advanced the Company $20,000 on June 12, 2025 and $5,000 on June 20, 2025 pursuant to a $25,000 promissory note. The note bears interest at 8% per annum and is due within thirty days of the Company becoming cash flow positive from operations

~~The unaudited~~On ~~condensed~~June consolidated financial statements contained in this Quarterly Report on Form 10-Q have been prepared assuming that the Company will continue as a going concern. The Company has accumulated losses from inception through February 2816, 2025 ~~of $64~~,~~661,211, negative~~ ~~cash~~the ~~flows from operating activities~~ principal of $~~348~~618,~~110~~000 ~~for the three months ended February 28, 2025~~ and aaccrued ~~working~~interest ~~capital deficiency~~ of $156,~~494,421~~925 asthrough ofJune ~~February 28~~16, 2025. ~~During~~of the ~~three months ended~~ February 288, ~~2025,~~2024 ~~the~~convertible ~~Company~~promissory ~~received~~note ~~net~~with ~~cash proceeds of $340,000 from~~ USMC ~~through~~were ~~a line of credit and additional advances. If the Company does not generate additional revenue and obtain equity and~~converted ~~debt~~into ~~financing from USMC or other third parties~~8, ~~it will not have sufficient cash to meet its obligations for the next nine months~~436,559 ~~following the~~shares ~~date~~ of this Quarterly Report on Form 10-Q. There currently are no other arrangements or agreements for financing, and there can be no assurances that 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~~common tostock ~~continue~~at as a ~~going~~conversion ~~concern~~price ~~for a period~~ of ~~twelve months from the date of this Quarterly Report on Form 10-Q~~$0.08 ~~The~~per ~~condensed consolidated financial statements in this Quarterly Report on Form 10-Q do not include any adjustments that might be necessary should the Company be unable to continue as a going concern~~share.

3027

~~Working Capital~~NOTE ~~Deficiency~~14 – SUBSEQUENT EVENTS (CONTINUED)

	February 28, 2025			November 30, 2024
Current assets	$	64,300		$	47,612
Current liabilities		1,558,721			1,140,670
Working capital deficiency	$	(1,494,421	)	$	(1,093,058	)

On June 16, 2025, the principal of $1,000,000 and accrued interest of $75,928 through June 16, 2025 of the March 7, 2024 line of credit with USMC were converted into 13,449,106 shares of the Company’s common stock at a conversion price of $0.08 per share.

~~The increase~~On inJune ~~current assets as of February 28~~16, 2025, ~~is primarily due to the increase in prepaid expenses~~ principal of $24416,~~798,~~449 ~~offset~~and byaccrued ainterest ~~decrease in cash~~ of $810,~~110.~~360 ~~The~~through ~~increase~~June in16, ~~current~~2025 ~~liabilities is primarily a result~~ of an2025 ~~increase in~~ advances from USMC ofwere ~~$238,449,~~converted aninto ~~increase in the line of credit with USMC of $101~~5,~~551~~335,108 anshares ~~increase~~ of ~~accounts~~the Company’s ~~payable~~common ~~and~~stock ~~accrued~~at ~~expenses~~a ofconversion ~~$50,798,~~price ~~an increase in interest payable related parties~~ of $~~21,753,~~0.08 ~~and~~per ~~an increase in convertible notes payable related parties of $5,500~~share.

~~Cash~~On June 18, 2025, we entered ~~Flows~~into the Master Agreement with USMC, US Copper LLC, and US Mine LLC, pursuant to which mining rights US Mine LLC granted to us to purchase up to 100,000,000 tons of metakaolin supplementary cementitious materials from properties owned by US Mine LLC and US Mine LLC’s stock option to purchase up to 116,000,000 shares of our common stock at an exercise price of $0.38 per share which were granted pursuant to our Materials Extraction Agreement with US Mine LLC, dated May 27, 2021, as amended on October 6, 2021, and further amended on November 1, 2023, were cancelled. The Master Agreement also provides for a six-month option to purchase certain mining equipment from USMC, at fair market value.

	Three Months Ended
	February 28, 2025			February 29, 2024
Net cash used in operating activities	$	(348,110	)	$	(675,212	)
Net cash used in investing activities		-			-
Net cash provided by financing activities		340,000			675,400
Increase in cash	$	8,110		$	188

Also, on June 18, 2025, we and the Bremer Family 1995 Living Trust, a trust for which John Bremer, a member of our board of directors is trustee (the “Bremer Trust”), executed a rescission of the Purchase and Sale Agreement, dated April 1, 2020, between us and the Bremer Trust, for the purchase of approximately 280 acres of mining property containing five placer mining claims known as the “Snow White Mine,” located near Barstow, California in San Bernardino County. In addition, pursuant to an assignment of lease, USMC assigned to us all right, title, and interest held by USMC in the BLM Preference Right Lease Serial No. N-62445-01 between the US Bureau of Land Management and USMC, for mining rights to approximately 2,500 acres located on the western side of the Weepah Hills in the Mount Diablo Meridian area of Esmeralda County, Nevada. We also provided the US Mine Entities with a general release and agreed to indemnify the US Mine Entities and certain related parties against third party claims.

~~Operating~~Concurrently with the execution ~~Activities~~of the Master Agreement, A. Scott Dockter, our Chief Executive Officer, and Teresa Dockter, Mr. Dockter’s spouse, entered into a master agreement (the “Dockter Master Agreement”) with the US Mine Entities, pursuant to which: Mr. Dockter agreed to purchase from USMC, 122,945,823 shares of our common stock for an aggregate purchase price of $14,555,665.84, plus interest, compounded monthly, at an annual rate of 10%, in a closing to occur within one year upon the terms and conditions set forth in a common stock purchase agreement between Mr. Dockter and USMC, dated as of June 18, 2025.

~~Net cash~~The ~~used~~US inMine ~~operating~~Entities ~~activities was $348,110 for the three months ended February 28, 2025, primarily due to a net loss of $452,688~~also ~~and~~repurchased anfrom ~~increase~~Mr. inDockter ~~prepaid~~all ~~expenses and other current assets~~ of ~~$24,798,~~the ~~partially~~equity ~~offset~~interests byMr. anDockter ~~increase~~held in ~~accounts~~the ~~payable~~US ~~and~~Mine ~~accrued expenses of $50~~Entities,~~797,~~ anMr. ~~increase~~Dockter inand ~~interest~~Ms. ~~payable~~Dockter ~~related~~each ~~parties~~resigned from ofall ~~$34,113,~~positions anthey ~~increase~~held inwith ~~stock-based~~the ~~compensation~~US ofMine ~~$33,147, an~~Entities ~~increase~~and inat ~~non-cash~~any ~~board~~ of ~~directors~~their ~~compensation of $5~~subsidiaries,~~500,~~ anand ~~increase~~Mr. inDockter ~~common stock issued for services of $4,000,~~ and ~~an increase in depreciation of $1,819~~Ms. ~~Net~~Dockter ~~cash~~provided ~~used in operating activities was $675,212 for~~ the ~~three months ended February 29, 2024,~~ ~~due~~US toMine aEntities ~~net~~with ~~loss of $490,972,~~ a ~~decrease~~general inrelease ~~accounts payable~~ and ~~accrued~~agreed ~~expenses~~to ofindemnify ~~$136,311,~~the aUS ~~decrease~~Mine inEntities ~~settlement liability of $103,000, a decrease in prepaid expenses~~ and ~~other~~certain ~~current assets of $11,258, and a decrease in right of use asset and liability of $80, offset by an increase in interest payable~~ related parties ofagainst ~~$28,218,~~third anparty ~~increase in common stock issued for services of $24,000,an increase in stock-based compensation of $8,191, and an increase in non-cash board of directors compensation of $6,000~~claims.

~~Investing~~On June 24, 2025, debt ~~Activities~~of $17,000 to Brady Barto, for services as a director, a former director, was converted to 250,050 shares of the Company’s common stock.

~~There were~~The noCompany’s ~~investing~~Chief Executive ~~activities~~Officer inadvanced the ~~three~~Company ~~months~~$6,000 ~~ended~~on ~~February~~June 2830, 2025 ~~and~~pursuant ~~February~~to 29a $6,000 ~~2024~~promissory note. The note bears interest at 8% per annum and is due within thirty days of the Company becoming cash flow positive from operations.

~~Financing~~On July 10, 2025, the ~~Activities~~Company entered into an agreement with JJ Astor for a $53,000 bridge loan. The bridge loan has an origination fee of $2,120 and interest expense of $15,900. The bridge loan is due in ten months and is to be repaid in weekly installments of $1,722.50.

~~For~~On ~~the~~July ~~three months ended February 28~~14, 2025, ~~net~~Arthur ~~cash~~Scott ~~provided~~Dockter, byTeresa ~~financing~~Dockter, ~~activities~~US ~~was~~Mine ~~$340~~Corp,~~000,~~ ~~consisting~~US ofCopper ~~advances from USMC of $238~~LLC,~~449~~ and ~~increases~~US inMine ~~the~~LLC, ~~line~~entered ofinto ~~credit~~an ~~from~~Amendment ~~USMC~~to ~~of $101~~Master Agreement,~~551.~~ ~~For~~in which the ~~three~~shares ~~months~~to ~~ended~~be ~~February~~purchased ~~29, 2024, net cash provided~~ by ~~financing~~ ~~activities~~Mr. ~~was~~Dockter ~~$675,400,~~shall ~~consisting~~be ~~advances~~held in ~~the~~an ~~line~~escrow ofaccount ~~credit~~and ~~from~~released ~~USMC~~only ofin ~~$572,400~~accordance ~~and~~with the ~~advances~~terms ~~from~~and ~~USMC~~conditions onof aan ~~convertible note~~escrow ~~of $103,000~~agreement.

~~Off-Balance~~On ~~Sheet~~July ~~Arrangements~~14, 2025, Arthur Scott Dockter and US Mine Corp entered into an Amendment to Purebase Common Stock Purchase Agreement, in which the closing of the purchase and sale of the shares of Purebase Common Stock shall occur on the date in which Mr. Dockter has paid the full purchase price and the shares and funds held by escrow agent shall be released in accordance with the terms and conditions of the Escrow Agreement.

WeOn ~~have~~July no14, ~~off-balance~~2025, ~~sheet~~Arthur ~~arrangements~~Scott Dockter, US Mine Corp, and The Crone Law Group, P.C., entered into the Escrow Agreement, in which the shares of Purebase Common Stock and the purchase funds are to be placed in escrow account with The Crone Law Group, P.C. as escrow agent. Upon full payment of the purchase price by Mr. Dockter, the escrow agent is to release the shares to Mr. Dockter and the funds to US Mine Corp.

~~Critical Accounting Policies and Procedures~~28

~~Our significant~~ITEM ~~accounting~~2. ~~policies~~MANAGEMENT’S ~~are~~DISCUSSION ~~more~~AND ~~fully~~ANALYSIS ~~described~~OF inFINANCIAL ~~Note~~CONDITION 1AND toRESULTS ~~our~~OF condensed consolidated financial statements included in this Quarterly Report and in our Annual Report on Form 10-K for the fiscal year ended November 30, 2024, as filed with the SEC on February 28, 2025.OPERATIONS

31This Quarterly Report on Form 10-Q includes forward-looking statements that reflect management’s current views with respect to future events and financial performance. Forward-looking statements are statements 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. These 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. Prospective 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 set forth in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended November 30, 2024, as filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2025, 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 in our forward-looking statements. These risks and factors include, by way of example and without limitation:

~~Recently Adopted~~● ~~Accounting~~absence ~~Pronouncements~~of contracts with customers or suppliers; ● our ability to maintain and develop relationships with customers and suppliers; ● the impact of competitive products and pricing; ● supply constraints or difficulties; ● the retention and availability of key personnel; ● general economic and business conditions; ● substantial doubt about our ability to continue as a going concern; ● our ability to successfully implement our business plan; ● our need to raise additional funds in the future; ● our ability to successfully recruit and retain qualified personnel in order to continue our operations; ● our ability to successfully acquire, develop or commercialize new products; ● the commercial success of our products; ● the impact of any industry regulation; ● our ability to develop existing mining projects or establish proven or probable reserves; ● our dependence on one vendor for our minerals for our products; ● the impact of potentially losing the rights to properties; and ● the impact of the increase in the price of natural resources.

~~Our recently~~We ~~adopted~~undertake ~~accounting~~no ~~pronouncements~~obligation to ~~are~~update ~~more~~or ~~fully~~revise ~~described~~forward-looking instatements ~~Note~~to 3reflect toevents ~~our~~or ~~unaudited~~circumstances ~~condensed~~occurring ~~consolidated~~after ~~financial~~the ~~statements included~~date inof this Quarterly Report, except as required by law.

~~ITEM~~As used in this Quarterly 3Report and unless otherwise indicated, the terms “Company,” “we,” “us,” and “our,” refer to PureBase Corporation and its wholly-owned subsidiaries, PureBase Agricultural, Inc., ~~QUANTITATIVE~~a ~~AND~~Nevada ~~QUALITATIVE~~corporation ~~DISCLOSURES~~(“PureBase ~~ABOUT~~AG”) and ~~MARKET~~U.S. ~~RISK~~Agricultural Minerals, LLC, a Nevada limited liability company (“PureBase AM”).

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

~~ITEM~~We are an industrial mineral 4and 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. ~~CONTROLS~~The ~~AND~~Company ~~PROCEDURES~~has not yet commenced mining operations and relies on USMC for its mineral resources extracted from mineral sites owned by US Mine LLC.

~~Evaluation~~We obtain certain raw clay ofmaterials ~~Disclosure~~from ~~Controls~~USMC ~~and~~through ~~Procedures~~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.

~~We maintain~~Agricultural 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.Sector

~~Our~~We develop specialized fertilizers, ~~management~~sun protectants, ~~with~~soil ~~the~~amendments ~~participation~~and ofbio-stimulants ~~our~~for ~~principal~~organic ~~executive~~and ~~officer~~non-organic ~~and~~sustainable ~~principal~~agriculture. ~~financial~~We ~~officer,~~have ~~has~~developed ~~evaluated~~and ~~the~~will ~~effectiveness~~seek ofto ~~the~~develop ~~design~~additional ~~and~~products ~~operation~~derived from mineralized materials of ~~our~~leonardite, ~~disclosure~~kaolin ~~controls~~clay, laterite, and ~~procedures~~other asnatural ofminerals. ~~the~~These mineral ~~end~~and ofsoil amendments are used to protect crops, plants and fruits from the ~~period~~sun ~~covered~~and bywinter ~~this~~damage, ~~Report.~~to ~~Based~~provide ~~upon~~nutrients to plants, ~~that~~and ~~evaluation~~to improve dormancy and ~~subject~~soil ecology to ~~the~~help ~~foregoing,~~farmers ~~our~~increase ~~principal~~the ~~executive~~yields ~~officer~~of ~~and~~their ~~principal~~harvests. ~~financial~~We ~~officer~~are ~~concluded~~building ~~that,~~a ~~our~~brand ~~disclosure controls~~family ~~and~~under ~~procedures~~the parent ~~were~~trade ~~not~~name ~~effective~~“Purebase,” asconsisting of ~~February~~its 28Purebase Shade Advantage WP product, ~~2025~~a ~~due~~kaolin-clay tobased ~~the~~sun ~~material~~protectant ~~weaknesses~~for crops inand ~~internal~~Humic ~~control~~Advantage ~~over~~a ~~financial reporting~~humic ~~described~~acid ~~below~~product derived from leonardite.

~~Material Weaknesses~~Construction ~~in Internal Control over Financial Reporting~~Sector

~~A material~~We ~~weakness,~~are asdeveloping ~~defined~~and intesting a ~~the~~kaolin-based ~~standards~~product ~~established~~that byit ~~Sarbanes-Oxley~~believes iswill help create a ~~deficiency,~~lower orCO2-emitting aconcrete ~~combination~~through the use of ~~deficiencies,~~high-quality insupplementary ~~internal~~cementitious ~~control~~materials ~~over~~(“SCMs”). ~~financial~~We ~~reporting~~are ~~such~~developing ~~that~~SCMs ~~there~~for isthe aconstruction ~~reasonable~~material ~~possibility~~markets, particularly the cement markets that awe believe ~~material~~can ~~misstatement~~potentially replace up to 40% of ~~our~~cement, ~~annual~~the ormost ~~interim~~polluting ~~consolidated~~part of concrete. As government agencies continue to enact stricter ~~financial~~requirements ~~statements~~for ~~will~~less-polluting ~~not~~forms beof ~~prevented~~concrete, orwe ~~detected~~believe onthere aare ~~timely~~significant ~~basis~~opportunities for high-quality SCM products in the construction-materials sector.

~~The~~We utilize the services of ~~Company~~USMC ~~has~~for ~~determined~~the ~~that~~development ~~its~~and ~~internal~~contract ~~control~~mining ~~over~~of ~~financial~~industrial ~~reporting~~mineral ~~was~~and ~~ineffective~~metal ~~due~~projects, toexploration 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 ~~following~~minerals ~~material~~used ~~weaknesses:~~by the Company are obtained from properties owned or controlled by USMC. John Bremer, a director, is also an officer, director and, as of June 18, 2025, 33% owner of USMC.

~~● Inadequate segregation of duties consistent with control objectives; and ● Lack of risk assessment procedures on internal controls to detect financial reporting risks on a timely manner.~~29

~~Management’s Plan~~Recent ~~to Remediate the Material Weakness~~Developments

~~Management~~On June 16, 2025, US ~~has~~Mine ~~been~~Corp, ~~implementing~~a Nevada corporation (“USMC”) converted certain debt that we owed USMC (collectively, the “Loan Amounts”) into shares of our common stock as follows: (i) the principal amount of $618,000, plus accrued and ~~continues~~unpaid tointerest thereon ~~implement~~in ~~measures~~the ~~designed~~aggregate toamount ~~ensure~~of ~~that~~$56,924.65, ~~control~~due ~~deficiencies~~under ~~contributing~~an to8% unsecured convertible promissory note, was converted into a total of 8,436,559 shares of our common stock; (ii) the ~~material~~principal ~~weaknesses~~amount of $1,000,000, plus accrued and unpaid interest thereon in the ~~are~~aggregate ~~remediated~~amount of $75,928.47, ~~such~~due ~~that~~under ~~these~~an ~~controls~~8% ~~are~~unsecured ~~designed~~convertible grid promissory note, ~~implemented~~was converted into a total of 13,449,106 shares of our common stock; and ~~operating~~(iii) ~~effectively~~additional advances USMC made to our company from January 10, 2025 through April 17, 2025, in the aggregate principal amount of $416,448.66, ~~The~~plus ~~remediation~~accrued ~~actions~~and ~~include:~~unpaid interest thereon in the aggregate amount of $10,359.89, was converted into a total of 5,335,107 shares of our common stock.

●On ~~Continue~~June to18, ~~establish~~2025, ~~appropriate~~we ~~segregation~~entered into ofa ~~duties~~master toagreement ~~achieve~~(the ~~internal~~“Master ~~control~~Agreement”) ~~objectives;~~with ~~and~~USMC, ●US ~~Continue~~Copper LLC, toa ~~develop~~Nevada ~~risk~~limited ~~assessment~~liability ~~policies~~company (“US Copper LLC”), and ~~procedures~~US onMine ~~internal~~LLC, ~~control~~a ~~over~~California ~~financial~~limited ~~reporting~~liability company (“US Mine LLC” and, ~~monitor~~together with USMC and US Copper LLC, the ~~effectiveness~~“US Mine Entities”), pursuant to which mining rights US Mine LLC granted to us to purchase up to 100,000,000 tons of ~~operations~~metakaolin supplementary cementitious materials from properties owned by US Mine LLC and US Mine LLC’s stock option to purchase up to 116,000,000 shares of our common stock at an exercise price of $0.38 per share which were granted pursuant to our Materials Extraction Agreement with US Mine LLC, dated May 27, 2021, as amended on ~~existing~~October ~~controls~~6, 2021, and ~~procedures~~further amended on November 1, 2023, were cancelled. The Master Agreement also provides for a six-month option to purchase certain mining equipment from USMC, at fair market value.

~~Management will~~Also, ~~continue~~on toJune ~~monitor~~18, 2025, we and ~~evaluate~~ the ~~effectiveness~~Bremer Family 1995 Living Trust, a trust for which John Bremer, a member of our ~~internal~~board ~~controls~~of directors is trustee (the “Bremer Trust”), executed a rescission of the Purchase and ~~procedures~~Sale ~~over~~Agreement, ~~financial~~dated ~~reporting~~April on1, 2020, between us and the Bremer Trust, for the purchase of approximately 280 acres of mining property containing five placer mining claims known as the “Snow White Mine,” located near Barstow, California in San Bernardino County. In addition, pursuant to an ~~ongoing~~assignment of lease, USMC assigned to us all right, ~~basis~~title, and isinterest ~~committed~~held toby ~~taking~~USMC ~~further~~in ~~action~~the BLM Preference Right Lease Serial No. N-62445-01 between the US Bureau of Land Management and USMC, ~~implementing~~for ~~additional~~mining ~~enhancements~~rights orto ~~improvements~~approximately 2,500 asacres ~~necessary~~located on the western side of the Weepah Hills in the Mount Diablo Meridian area of Esmeralda County, Nevada. We also provided the US Mine Entities with a general release and asagreed ~~funds~~to ~~allow~~indemnify the US Mine Entities and certain related parties against third party claims.

~~Changes~~Concurrently with the execution of the Master Agreement, A. Scott Dockter, our Chief Executive Officer, and Teresa Dockter, Mr. Dockter’s spouse, entered into a master agreement (the “Dockter Master Agreement”) with the US Mine Entities, pursuant to which: Mr. Dockter agreed to purchase from USMC, 122,945,823 shares of our common stock for an aggregate purchase price of $14,555,665.84, plus interest, compounded monthly, at an annual rate of 10%, in ~~Internal~~a ~~Control~~closing ~~Over~~to ~~Financial~~occur ~~Reporting~~within one year upon the terms and conditions set forth in a common stock purchase agreement between Mr. Dockter and USMC, dated as of June 18, 2025.

~~There~~The US Mine Entities also ~~have~~repurchased ~~been~~from noMr. ~~changes~~Dockter all of the equity interests Mr. Dockter held in ~~our~~the ~~internal~~US ~~controls~~Mine ~~over~~Entities, ~~financial~~Mr. ~~reporting~~Dockter ~~that~~and ~~occurred~~Ms. ~~during~~Dockter each resigned from all positions they held with the ~~quarter~~US ~~ended~~Mine ~~February~~Entities ~~28,~~and ~~2025~~at any of their subsidiaries, ~~that~~and Mr. Dockter and Ms. Dockter provided the ~~have~~US ~~materially~~Mine ~~affected,~~Entities orwith ~~that~~a ~~are~~general ~~reasonably~~release ~~likely~~and agreed to ~~materially~~indemnify ~~affect,~~the ~~our~~US ~~internal~~Mine ~~control~~Entities ~~over~~and ~~financial~~certain ~~reporting~~related parties against third party claims.

32On July 14, 2025, Mr. Dockter, Teresa Dockter, USMC, US Copper LLC, and US Mine LLC, entered into an Amendment to Master Agreement, in which the shares to be purchased be held in escrow and released only in accordance with the terms and conditions of the Escrow Agreement.

~~PART~~On July 14, 2025, Mr. IIDockter -and ~~OTHER~~USMC ~~INFORMATION~~entered into an Amendment to the Dockter Master Agreement which provides that the closing of the purchase and sale of the shares of common stock will occur on the date Mr. Dockter has paid the full purchase price of $14,555,665.84 and the shares and funds held by escrow agent will be released in accordance with the terms and conditions of the Escrow Agreement.

~~ITEM~~On July 14, 2025, 1Mr. ~~LEGAL~~Dockter, ~~PROCEEDINGS~~USMC, and The Crone law Group, P.C., entered into an escrow agreement (the “Escrow Agreement”) in which The Crone Law Group, P.C. will act as escrow agent for the shares and funds in connection with the above referenced Master Agreement and Dockter Master Agreement.

~~None.~~30

~~ITEM 1A.~~Results ~~RISK~~of ~~FACTORS~~Operations

~~As a~~Comparison ~~smaller~~of ~~reporting~~the ~~company,~~Three weMonths ~~are~~Ended ~~not~~May ~~required~~31, 2025 to ~~provide~~ the ~~information~~Three ~~required~~Months byEnded ~~this~~May ~~Item.~~31, 2024

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES

	May 31, 2025			May 31, 2024			Variance
Revenue, net	$	198,621		$	105,722		$	92,899
Cost of goods sold		52,743			33,075			19,668
Operating income		145,878			72,647			73,231

Operating Expenses:
Selling, general and administrative		471,640			388,197			83,443
Stock based compensation		10,921			4,191			6,730
Total operating expenses		482,561			392,388			90,173
Loss from operations		(336,683	)		(319,741	)		(16,942	)
Interest expense, related parties		(36,488	)		(18,749	)		(17,739	)
Loss before provision for income taxes		(373,171	)		(338,490	)		(34,681	)
Provision for income tases		2,400			2,400			-
Net Loss	$	(375,571	)	$	(340,890	)	$	(34,681	)

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 CompanyRevenues

~~On December~~Revenue 20increased by $92,899, or ~~2024~~88%, ~~January~~for ~~21,~~the ~~2025,~~three ~~and~~months ~~February~~ended 18May 31, 2025, as compared to the ~~Company~~three ~~issued~~months ~~16,667,~~ended 16May 31,~~667,~~ ~~and~~2024. ~~16,663~~This ~~shares~~increase ofwas ~~common~~due ~~stock,~~to ~~respectively,~~earlier topurchases aby ~~consultant~~customers ~~for~~due ~~services~~to ~~provided~~warmer toweather than the ~~Company~~prior year.

~~The above~~Cost ~~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~~Goods ~~Securities Act of 1933 by virtue of Section 4(2) thereof.~~Sold

~~ITEM~~Cost of goods sold increased 3.by ~~DEFAULTS~~$19,668, ~~UPON~~or ~~SENIOR~~59%, ~~SECURITIES~~for the three months ended May 31, 2025, as compared to the three months ended May 31, 2024, as a result of an increase in products sold in the three months ended May 31, 2025.

~~None.~~Operating Expenses

~~ITEM~~Total operating expenses increased 4by $90,173, or 23%, for the three months ended May 31, 2025, as compared to the three months ended May 31, 2024. ~~MINE~~The ~~SAFETY~~increase ~~DISCLOSURES~~in operating expenses was primarily due to an increase in professional services of $46,745, an increase in various general and administrative expenses of $17,828, an increase of $16,393 in general and administrative wages, an increase in stock-based compensation of $6,730, and an increase in selling expenses of $2,477 for the three months ended May 31, 2025, as compared to the three months ended May 31, 2024.

~~None.~~Interest Expense, Related Parties

~~ITEM~~Interest expense increased 5.by ~~OTHER~~$17,739 ~~INFORMATION~~for the three months ended May 31, 2025, as compared to the three months ended May 31, 2024, primarily due to increased borrowings on the line of credit, increased advances on a note payable, and additional other advances from USMC.

~~During the quarter ended February 28, 2025, no director, officer or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements.~~31

~~ITEM~~ Comparison of the Six Months Ended May 6.31, ~~EXHIBITS~~2025 to the Six Months Ended May 31, 2024

Exhibit Number	Description
	May 31, 2025			May 31, 2024			Variance
31.1*	Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer
Revenue, net	$	198,621		$	105,722		$	92,899
31.2*	Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Chief Financial Officer
Cost of goods sold		52,743			33,075			19,668
32.1*	Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer
Operating income		145,878			72,647			73,231
32.2*	Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Chief Financial Officer
Operating Expenses:
101.INS	Inline XBRL Instance Document
Selling, general and administrative		856,709			841,762			14,947
101.SCH	Inline XBRL Taxonomy Extension Schema Document
Stock based compensation		44,068			12,382			31,686
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
Total operating expenses		900,777			854,144			46,633
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
Loss from operations		(754,899	)		(781,497	)		26,598
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
Interest expense, related parties		(70,960	)		(47,965	)		(22,995	)
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
Loss before provision for income taxes		(825,859	)		(829,462	)		3,603
Provision for income tases		2,400			2,400			-
Net Loss	$	(828,259	)	$	(831,862	)	$	3,603

33Revenues

~~SIGNATURES~~Revenue increased by $92,899 or 88%, for the six months ended May 31, 2025, as compared to the six months ended May 31, 2024. This increase was due to earlier purchases by customers due to warmer weather than the prior year.

~~Pursuant to~~Cost ~~the requirements~~ of ~~the~~Goods ~~Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~Sold

~~PUREBASE~~Cost of goods sold increased ~~CORPORATION~~by $19,668, or 59%, for the six months ended May 31, 2025, as compared to the six months ended May 31, 2024, as a result of an increase in products sold in the six months ended May 31, 2025.

By:	/s/ A. Scott Dockter
	A. Scott Dockter
	Chief Executive Officer
	(Principal Executive Officer)
Date:	April 14, 2025

Operating Expenses

By:	/s/ Stephen Gillings
	Stephen Gillings
	Chief Financial Officer
	(Principal Financial and Accounting Officer)
Date:	April 14, 2025

Total operating expenses increased by $46,633, or 5%, for the six months ended May 31, 2025, as compared to the six months ended May 31, 2024. The increase in operating expenses was primarily due to an increase in stock-based compensation of $31,686, an increase in general and administrative wages of $35,105, an increase in various general and administrative expenses of $8,800, an increase in selling expenses of $1,564, offset by a decrease in professional services of $30,523 for the six months ended May 31, 2025, as compared to the six months ended May 31, 2024.

34Interest Expense, Related Parties

Interest expense increased by $22,995 for the six months ended May 31, 2025, as compared to the six months ended May 31, 2024, primarily due to increased borrowings on the line of credit, increased advances on a note payable, and additional other advances from USMC, partially offset by the conversion of five convertible promissory notes to common stock in January 2024.

Liquidity and Capital Resources

As of May 31, 2025, we had cash on hand of $500 and a working capital deficiency of $1,846,266, as compared to cash on hand of $28,100 and a working capital deficiency of $1,093,058 as of November 30, 2024. The increase in working capital deficiency is primarily a result of an increase in advances from USMC of $481,449, an increase in the line of credit with USMC of $101,551, an increase of accounts payable and accrued expenses of $156,074, an increase in interest payable related parties of $46,846, an increase in convertible notes payable related parties of $10,000, and a decrease in cash of $27,600, offset by an increase in accounts receivable of $49,140, and an increase in prepaid expenses of $21,224.

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 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 these losses with cash advances from USMC and the sale of equity and convertible notes. The Company will no longer be funded by infusions of cash from advances from USMC.

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 currently believes that the revenue to be generated from operations together with bridge loans and equity and debt financing, will provide the necessary funding for the Company to continue as a going concern for the next twelve months.

Going Concern

The unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q have been prepared assuming that the Company will continue as a going concern. The Company has accumulated losses from inception through May 31, 2025 of $65,036,782, negative cash flows from operating activities of $610,600 for the six months ended May 31, 2025 and a working capital deficiency of $1,846,266 as of May 31, 2025. During the six months ended May 31, 2025, the Company received net cash proceeds of $583,000 from USMC through a line of credit and additional advances. If the Company does not generate additional revenue and obtain bridge loans or equity and debt financing from third parties, it will not have sufficient cash to meet its obligations for the next twelve months, following the date of this Quarterly Report on Form 10-Q. There currently are no other arrangements or agreements for financing, and there can be no assurances that 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 date of this Quarterly Report on Form 10-Q. The condensed consolidated financial statements in this Quarterly Report on Form 10-Q do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Working Capital Deficiency

	May 31, 2025			November 30, 2024
Current assets	$	106,183		$	47,612
Current liabilities		1,952,449			1,140,670
Working capital deficiency	$	(1,846,266	)	$	(1,093,058	)

The increase in current assets as of May 31, 2025, is primarily due to the increase in accounts receivable of $49,140, prepaid expenses of $21,224 and right of use asset of $15,807, offset by a decrease in cash of $27,600. The increase in current liabilities is primarily a result of an increase in advances from USMC of $481,449, an increase in the line of credit with USMC of $101,551, an increase of accounts payable and accrued expenses of $156,074, an increase in interest payable related parties of $46,846, an increase in lease liability of $15,859, and an increase in convertible notes payable related parties of $10,000.

Cash Flows

	Six Months Ended
	May 31, 2025			May 31, 2024
Net cash used in operating activities	$	(610,600	)	$	(1,459,532	)
Net cash used in investing activities		-			-
Net cash provided by financing activities		583,000			1,499,900
Increase (decrease)in cash	$	(27,600	)	$	40,368

Operating Activities

Net cash used in operating activities was $610,600 for the six months ended May 31, 2025, primarily due to a net loss of $828,259, an increase in accounts receivable of $49,140,and an increase in prepaid expenses and other current assets of $21,224, partially offset by an increase in accounts payable and accrued expenses of $156,074, an increase in interest payable related parties of $70,192, an increase in stock-based compensation of $44,068, an increase in non-cash board of directors compensation of $10,000, an increase in common stock issued for services of $4,000, and an increase in depreciation of $3,637. Net cash used in operating activities was $1,459,532 for the six months ended May 31, 2024, primarily due to a net loss of $831,862, an increase in accounts receivable of $50,034, a decrease in accounts payable and accrued expenses of $223,116, and a decrease in settlement liability of $412,000, partially offset by stock-based compensation of $12,382, stock issued for services of $28,000, and non-cash board of directors compensation of $12,000.

Investing Activities

There were no investing activities in the six months ended May 31, 2025 and 2024.

Financing Activities

For the six months ended May 31, 2025, net cash provided by financing activities was $583,000, consisting of advances from USMC of $481,449 and increases in the line of credit from USMC of $101,551. For the six months ended May 31, 2024, net cash provided by financing activities was $1,499,900, consisting advances in the line of credit from USMC of $1,095,400 and advances from USMC on a convertible note of $412,000, offset by a $7,500 partial payment on a loan from the Chief Executive Officer of the Company.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Critical Accounting Policies and Procedures

Our significant accounting policies are more fully described in Note 1 to our condensed consolidated financial statements included in this Quarterly Report and in our Annual Report on Form 10-K for the fiscal year ended November 30, 2024, as filed with the SEC on February 28, 2025.

Recently Adopted Accounting Pronouncements

Our recently adopted accounting pronouncements are more fully described in Note 3 to our unaudited condensed consolidated financial statements included in this Quarterly Report.

ITEM 3. 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 4. 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 Report. 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 May 31, 2025 due to the material weaknesses in internal control over financial reporting described below.

Material Weaknesses in Internal Control over Financial Reporting

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 Company has determined that its internal control over financial reporting was ineffective due to the following material weaknesses:

●	Inadequate segregation of duties consistent with control objectives; and
●	Lack of risk assessment procedures on internal controls to detect financial reporting risks on a timely manner.

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 weaknesses are remediated, such that these controls are designed, implemented, and operating effectively. The remediation actions include:

●	Continue to establish appropriate segregation of duties to achieve internal control objectives; and
●	Continue to develop risk assessment policies and procedures on internal control over financial reporting and monitor the effectiveness of operations on existing controls and procedures.

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.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the quarter ended May 31, 2025, that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

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

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

During the quarter ended May 31, 2025, no director, officer or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements.

ITEM 6. EXHIBITS

Exhibit Number		Description
10.1		Amendment to Master Agreement, dated as of July 14, 2025, between Arthur Scott Dockter, Teresa Dockter, US Mine Crop, US Copper LLC, and US Mine LLC.
10.2		Amendment to Purebase Common Stock Purchase Agreement, dated as of July 14, 2025, between Arthur Scott Dockter and US Mine Crop.
10.3		Escrow Agreement, dated July 14, 2025, between Arthur Scott Dockter, US Mine Crop, And The Crone Law Group, PC.
31.1*		Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer
31.2*		Section 302 Certification under the Sarbanes-Oxley Act of 2002 of the Chief Financial Officer
32.1*		Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Chief Executive Officer
32.2*		Section 906 Certification under the Sarbanes-Oxley Act of 2002 of the Chief Financial Officer
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

PUREBASE CORPORATION

By:	/s/ A. Scott Dockter
	A. Scott Dockter
	Chief Executive Officer
	(Principal Executive Officer)

Date:	July 15, 2025

By:	/s/ Stephen Gillings
	Stephen Gillings
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

Date:	July 15, 2025

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