Quarterly Report for Quarter Ending August 31, 2024 (Form 10-Q)

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 August 31, 2024

or

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

For the transition period from __________________________ to __________________________

Commission file number 000-55517

PUREBASE CORPORATION

(Exact name of registrant as specified in its charter)

Nevada		27-2060863
(State or other Jurisdiction		(I.R.S. Employer
of Incorporation or Organization)		Identification No.)

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

(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 October 15, 2024, there were 250,413,997shares of the registrant's common stock outstanding.

PUREBASE CORPORATION AND SUBSIDIARIES

FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 2024

	Page
PART I.	FINANCIAL INFORMATION	3
ITEM 1.	FINANCIAL STATEMENTS	3
	CONDENSED CONSOLIDATED BALANCE SHEETS AS OF AUGUST 31, 2024 AND NOVEMBER 30, 2023	3
	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED AUGUST 31, 2024 AND 2023	4
	CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT FOR THE THREE AND NINE MONTHS ENDED AUGUST 31, 2024 AND 2023	5
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED AUGUST 31, 2024 AND 2023	6
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	7
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	29
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	34
ITEM 4.	CONTROLS AND PROCEDURES	35
PART II.	OTHER INFORMATION	36
ITEM 1.	LEGAL PROCEEDINGS	36
ITEM 1A.	RISK FACTORS	36
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	36
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	36
ITEM 4.	MINE SAFETY DISCLOSURES	36
ITEM 5.	OTHER INFORMATION	36
ITEM 6.	EXHIBITS	36
SIGNATURES	37

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PUREBASE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

		August 31, 2024			November 30, 2023
			(Unaudited)				(Audited)
ASSETS
Current Assets:
Cash and cash equivalents		$	31,246			$	5,572
Accounts receivable			74,244				-
Prepaid expenses and other assets			16,783				15,434
Right of use asset			9,950				-
Total Current Assets			132,223				21,006
Property and equipment, net			749,589				750,716
Right of use asset			-				39,799
Total Assets		$	881,812			$	811,521
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable and accrued expenses		$	74,036			$	361,013
Interest payable, related party			59,103				120,011
Settlement liability			-				618,000
Line of credit			720,135				346,735
Lease liability			10,413				40,880
Note payable to officer			-				8,716
Convertible notes payable, related party			37,000				19,000
Total Current Liabilities			900,687				1,514,355
Interest payable, related party, net of current portion			17,235				-
Convertible notes payable; related party, net of current portion			618,000				1,525,676
Total Liabilities			1,535,922				3,040,031
Commitments and Contingencies (Note 9)			-				-
Stockholders' Deficit:
Preferred stock, $0.001par value; 10,000,000shares authorized; noshares issued and outstanding at August 31, 2024 and November 30, 2023			-				-
Common stock, $0.001par value; 520,000,000shares authorized; 250,397,330and 230,863,005shares issued and outstanding, at August 31, 2024 and November 30, 2023, respectively			250,397				230,863
Additional paid in capital			62,935,171				60,271,605
Accumulated deficit			(63,839,678	)			(62,730,978	)
Total Stockholders' Deficit			(654,110	)			(2,228,510	)
Total Liabilities and Stockholders' Deficit		$	881,812			$	811,521

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

PUREBASE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

		For the three months ended August 31,			For the nine months ended August 31,
		2024			2023			2024			2023
Revenue, net		$	204,314			$	207,243			$	310,036			$	325,875
Cost of goods sold			47,178				44,080				80,253				93,149
Gross margin			157,136				163,163				229,783				232,726
Operating expenses
Selling, general and administrative			406,379				288,487				1,248,141				1,168,142
Stock based compensation			4,191				2,000				16,573				7,328,400
Total operating expenses			410,570				290,487				1,264,714				8,496,542
Loss from operations			(253,434	)			(127,324	)			(1,034,931	)			(8,263,816	)
Other income (expense)
Other income			-				-				-				310,401
Interest expense related party			(23,404	)			(24,702	)			(71,369	)			(46,226	)
Total other income (expense), net			(23,404	)			(24,702	)			(71,369	)			264,175
Loss before provision for income taxes			(276,838	)			(152,026	)			(1,106,300	)			(7,999,641	)
Provision for income taxes			-				-				2,400				2,400
Net loss		$	(276,838	)		$	(152,026	)		$	(1,108,700	)		$	(8,002,041	)
Loss per share - basic and diluted		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.03	)
Weighted average number of common stock outstanding - basic and diluted			250,370,337				231,171,483				243,684,800				230,687,604

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

PUREBASE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT

		Preferred Stock			Common Stock			Additional Paid-in			Accumulated			Stockholders'
		Shares			Amount			Shares			Amount			Capital			Deficit			Deficit
Balance at November 30, 2022 (audited)			-			$	-				230,753,005			$	230,753			$	52,840,436			$	(53,643,649	)		$	(572,460	)
Stock based compensation - shares			-				-				-				-				5,485,013				-				5,485,013
Settlement shares surrendered			-				-				(300,000	)			(300	)			300				-				-
Net loss			-				-				-				-				-				(5,830,799	)			(5,830,799	)
Balance at February 28, 2023 (unaudited)			-			$	-				230,453,005			$	230,453			$	58,325,749			$	(59,474,448	)		$	(918,246	)
Stock based compensation - shares			-				-				-				-				1,841,389				-				1,841,389
Conversion of board of director accrued debt			-				-				310,000				310				35,690				-				36,000
Net loss			-				-				-				-				-				(2,019,216	)			(2,019,216	)
Balance at May 31, 2023 (unaudited)			-			$	-				230,763,005			$	230,763			$	60,202,828			$	(61,493,664	)		$	(1,060,073	)
Stock based compensation - shares			-				-				100,000				100				1,900				-				2,000
Net loss			-				-				-				-				-				(152,026	)			(152,026	)
Balance at August 31, 2023			-			$	-				230,863,005			$	230,863			$	60,204,728			$	(61,645,690	)		$	(1,210,099	)
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	)
Stock based compensation - options			-				-				-				-				4,191				-				4,191
Shares issued for services			-				-				50,001				50				3,950				-				4,000
Net loss			-				-				-				-				-				(276,838	)			(276,838	)
Balance August 31, 2024 (unaudited)			-			$	-				250,397,330			$	250,397			$	62,935,171			$	(63,839,678	)		$	(654,110	)

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)

		For the Nine Months Ended
		August 31, 2024			August 31, 2023
Cash Flows Operating Activities:
Net loss		$	(1,108,700	)		$	(8,002,041	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation			16,573				7,328,400
Stock issued for services			32,000				-
Director compensation accrued as convertible debt			18,000				13,000
Depreciation			1,127				-
Gain on debt forgiveness			-				(35,399	)
Gain on settlement			-				(275,000	)
Right of use asset and liability, net			(618	)			872
Changes in operating assets and liabilities:
Accounts receivable			(74,244	)			(100,270	)
Prepaid expenses and other assets			(5,349	)			(9,804	)
Accounts payable and accrued expenses			(174,126	)			304,706
Settlement liability			(618,000	)			(125,000	)
Interest payable, related party			(43,673	)			-
Net Cash Used In Operating Activities			(1,957,010	)			(900,536	)
Cash Flows Investing Activities:
Purchase of property and equipment			-				(126,536	)
Net Cash Used In Investing Activities			-				(126,536	)
Cash Flows Financing Activities:
Advances from related party for convertible note			618,000				898,935
Proceeds from line of credit			1,373,400				231,048
Payments on notes payable to officer			(8,716	)			(20,000	)
Net Cash Provided By Financing Activities			1,982,684				1,109,983
Net Increase In Cash and Cash Equivalents			25,674				82,911
Cash and Cash Equivalents - Beginning of Period			5,572				19,055
Cash and Cash Equivalents - End of Period		$	31,246			$	101,966
Supplemental Cash Flow Information:
Cash paid for:
Interest paid		$	-			$	-
Income taxes paid		$	2,400			$	2,400
Noncash operating and financing activities:
Forgiveness of accounts payable due to USMC		$	-			$	(15,853	)
Vendors paid on behalf of the Company by USMC		$	-			$	8,320
Expenses paid on behalf of the Company by USMC		$	36,893			$	7,533
Convertible debt and accrued interest converted to common stock, related party		$	2,638,527			$	-
Director compensation - accrued as convertible debt converted to common stock		$	18,000			$	36,000

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

The Company's headquarters is in Ione, 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 also officers, directors, and owners 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. Scott Dockter, the Company's Chief Executive Officer and a director, and John Bremer, a director, are also owners of US Mine, LLC.

NOTE 2 - GOING CONCERN AND LIQUIDITY

The 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 August 31, 2024, the Company had a significant accumulated deficit of $63,839,678and a working capital deficit of $768,464. For the nine months ended August 31, 2024, the Company had a loss from operations of $1,108,700and negative cash flows from operations of $1,957,010. The Company's operating activities consume the majority of its cash resources. The Company anticipates that it will continue to incur operating losses as it executes its development plans for 2024. In addition, the Company has had and expects to have negative cash flows from operations, at least into the near future. The Company has previously funded and plans to continue funding these losses primarily with additional infusions of cash from advances from USMC and the sale of equity and convertible notes. The accompanying condensed consolidated financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.

The 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 issued a promissory note to USMC on February 8, 2024 and received a new line of credit from USMC on March 7, 2024, and is currently exploring several other options to meet its short-term cash requirements, including issuances of equity securities or equity-linked securities to USMC and other third parties.

Although no assurances can be given as to the Company's ability to deliver on its revenue plans or that unforeseen expenses may arise, management currently believes that the revenue to be generated from operations together with equity and debt financing, including funding from USMC in the form of a line of credit up to $1,000,000, will provide the necessary funding for the Company to continue as a going concern for the next twelve months.

On February 8, 2024, the Company issued a two-year $618,000unsecured convertible note to USMC for the payment of the plaintiff's attorney fees for the settlement of the Calvanico lawsuit (see Note 6). 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 a conversion price of $0.08per share at the sole discretion of the noteholder. As of the date hereof, there have been $618,000in advances from USMC under the note.

On March 7, 2024, the Company entered into a $1,000,000line 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 $0.08per share at maturity. As of the date hereof, there have been $720,135in advances from USMC under the line of credit. Currently, there are no other arrangements or agreements for financing with USMC and management cannot guarantee any other potential debt or equity financing will be available, or if available, on favorable terms. As such, these matters raise substantial doubt about the Company's ability to continue as a going concern for a period of twelve months from the issuance date of this report. If adequate funds are not available on acceptable terms, or at all, the Company will need to curtail operations, or cease its operations completely.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company has prepared the accompanying unaudited condensed consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") including Form 10-Q and Regulation S-X. The information furnished herein reflects all adjustments (consisting of normal recurring accruals and adjustments, unless otherwise indicated) which are, in the opinion of management, necessary to fairly state the operating results for the respective periods. Certain information and footnote disclosures normally present in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") have been omitted pursuant to such rules and regulations. These financial statements and the information included under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" should be read in conjunction with the audited financial statements and notes thereto for the year ended November 30, 2023, in our Annual Report on Form 10-K filed with the SEC on February 28, 2024. The results of the nine months ended August 31, 2024, (unaudited) are not necessarily indicative of the results to be expected for the full year ending November 30, 2024.

Principles of Consolidation

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.

Use of Estimates

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

The Company 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.

Revenue

The Company 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.

Practical Expedients

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

	●	Significant Financing Component - the Company does not adjust the promised amount of consideration for the effects of a significant financing component since the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to the customer and when the customer pays for that good or service will be one year or less.
	●	Unsatisfied 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.

Disaggregated Revenue

Revenue consists of the following by product offering for the nine months ended August 31, 2024:

CROP WHITE II			SHADE ADVANTAGE (WP)			SulFe Hume Si ADVANTAGE			Total
$	95,374			$	214,662			$	-			$	310,036

Revenue consists of the following by product offering for the nine months ended August 31, 2023:

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

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents. There were nocash equivalents as of August 31, 2024 and November 30, 2023.

Accounts Receivable

The Company periodically assesses its accounts and other receivables for collectability on a specific identification basis. If collectability of an account becomes unlikely, an allowance is recorded for that doubtful account. As of August 31, 2024 and November 30, 2023, the Company has determined that noallowance for credit losses was necessary.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Property and Equipment

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

Equipment

3-5years

Autos and trucks

5years

Maintenance and repairs are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations. The Company currently has $547,907

SCM plants

30years

in property and equipment that it acquired on May 1, 2020. As of August 31, 2024, the Company has not put the acquired property and equipment to use. As such, the Company has not recorded depreciation related to these assets. The Company has $202,809in 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 $67,164in other fixed assets which are fully depreciated.

Impairment of Long-Lived Assets

The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. No impairment losses were recorded during the three and nine months ended August 31, 2024 and 2023.

Shipping and Handling

The Company incurs shipping and handling costs which are charged back to the customer. There were nonet amounts incurred or included in general and administrative expenses for the three and nine months ended August 31, 2024 and 2023.

Advertising and Marketing Costs

The 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 $5,311and $651for the three months ended August 31, 2024 and 2023, respectively. Advertising and marketing expenses were $19,761and $3,294for the nine months ended August 31, 2024 and 2023, respectively.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Fair Value Measurements

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

Level 1:	Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.
Level 2:	Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.
Level 3:	Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management's best estimate of fair value.

Fair Value of Financial Instruments

The carrying value of cash, accounts receivable, accounts payable, and accrued expenses approximate their fair values based on the short-term maturity of these instruments. The carrying amount 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.

Loss Per Common Share

Net loss per share of common stock is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the three and nine months ended August 31, 2024 and 2023. 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. Since the effect of 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 and nine months ended August 31, 2024 and 2023.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

		Three Months Ended,
		August 31, 2024			August 31, 2023
Convertible Notes			17,399,292				6,656,110
Stock Options			129,438,187				128,688,187
Total			146,837,479				135,344,297

		Nine Months Ended,
		August 31, 2024			August 31, 2023
Convertible Notes			17,399,292				6,656,110
Stock Options			129,438,187				128,688,187
Total			146,837,479				135,344,297

Stock-Based Compensation

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

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

Pursuant to ASU 2018-07 Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, the Company accounts for stock options issued to non-employees for their services in accordance 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.

Leases

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

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

The Company leases its corporate offices. The lease is classified as an operating lease. The Company is a party to a two-year lease with USMC for 1,000square feet of office space located in Ione, California (the "Ione Lease") with respect to its corporate operations (See Note 7). Effective November 1, 2022, the Ione Lease was amended to extend the lease through October 2024 and to add an additional 700square feet of office space for a total monthly rental price of $3,500per month, with automatic one-month renewals. The remaining weighted average term is 0.20years. The Company discounted lease payments using its estimated incremental borrowing rate at December 1, 2020. The weighted average incremental borrowing rate applied was 5%.

In accordance with ASC 842, the Company recognized a ROU asset and corresponding lease liability on the condensed consolidated balance sheet for long-term office leases. See Note 7 - Leases for further discussion, including the impact on the accompanying unaudited condensed consolidated financial statements and related disclosures.

Income Taxes

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.

The Company utilizes ASC 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the 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.

For uncertain tax positions that 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.

Exploration Stage

In accordance with U.S. GAAP, expenditures relating to the acquisition of mineral rights are initially capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until such time as the Company exits the exploration stage by establishing proven or probable reserves. Expenditures relating to exploration activities such as drill programs to establish mineralized materials are expensed as incurred. Expenditures relating to pre-extraction activities are expensed as incurred until such time proven or probable reserves are established for that project, after which expenditures relating to mine development activities for that particular project are capitalized as incurred. As of August 31, 2024, the Company was not engaged in any mine exploration.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Mineral Rights

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

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

The carrying values of the mineral rights are assessed for impairment by management on a quarterly basis or when indicators of impairment exist. Should management determine that these carrying values cannot be recovered, the unrecoverable amounts are written off against earnings. As of August 31, 2024 and November 30, 2023, the Company did not have any capitalized mineral rights.

Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2023-09 ("ASU 2023-09"), Income Taxes, which enhances the transparency of income tax disclosures by expanding annual disclosure requirements related to the rate reconciliation and income taxes paid. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis. Retrospective application is permitted. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures.

In November 2023, the FASB issued Accounting Standards Update 2023-07 ("ASU 2023-07"), Segment Reporting, which improves reportable segment disclosure requirements. ASU 2023-07 primarily enhances disclosures about significant segment expenses by requiring that a public entity disclose significant segment expenses that are regularly provided to the Chief Operating Decision Maker ("CODM") and included within each reported measure of segment profit or loss. This ASU also (i) requires that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment, and a description of its composition; (ii) requires that all annual disclosures are provided in the interim periods; (iii) clarifies that if the CODM uses more than one measure of profitability in assessing segment performance and deciding how to allocate resources, that one or more of those measures may be reported; (iv) requires disclosure of the title and position of the CODM and a description of how the reported measures are used by the CODM in assessing segment performance and in deciding how to allocate resources; (v) requires that an entity with a single segment provide all new required disclosures. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024 and requires retrospective application. Early adoption is permitted. The amendments under ASU 2023-07 relate to financial disclosures and its adoption will not have an impact on the Company's results of operations, financial position or cash flows. The Company will adopt ASU 2023-07 for the annual reporting period ending November 30, 2024 and for interim reporting periods thereafter. The Chief Executive Officer is the CODM of the Company. The Company views its operations and manages its business as one operating segment.

NOTE 4 - MINING RIGHTS

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

On November 28, 2014, US Mining and Minerals Corporation entered into a Purchase Agreement in which it agreed to sell its fee simple property interest and certain mining claims to USMC. 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 280acres of mining property containing 5placer 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 $50,000was paid to the Company and held in escrow and the Purchase Agreement required the payment of an additional $600,000at 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 $575,000to 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 $575,000plus expenses to Mr. Bremer, however, the Company is under no obligation to do so. The mining claims require a minimum royalty payment of $3,500per year to be made by the Company, which is paid by USMC on behalf of the Company.

NOTE 4 - MINING RIGHTS (CONTINUED)

On April 1, 2020, the Company entered into a purchase and sale agreement with the Bremer Family 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 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.

NOTE 5 - PROPERTY AND EQUIPMENT

Property and equipment consisted of the following at:

		August 31, 2024			November 30, 2023
Furniture and equipment		$	6,952			$	6,952
Machinery and equipment			35,151				35,151
Automobiles and trucks			25,061				25,061
Pilot plant			202,809				130,716
Construction in process			547,907				620,000
		817,880				817,880
Less: accumulated depreciation			(68,291	)			(67,164	)
Property and equipment, net		$	749,589			$	750,716

There was $1,127and $0depreciation expense for the three months ended August 31, 2024 and 2023, respectively. There was $1,127and $0depreciation expense for the nine months ended August 31, 2024 and 2023, respectively.

NOTE 6 - NOTES PAYABLE

Bayshore Capital Advisors, LLC

On February 26, 2016, the Company issued a promissory note to Bayshore Capital Advisors, LLC ("Bayshore Capital"), an affiliate through common ownership of a 10% major stockholder of the Company, for $25,000for working capital at an interest rate of 6% per annum. The note was payable August 26, 2016, or when the Company closes a bridge financing, whichever occurs first. On February 4, 2023, Bayshore Capital agreed to cancel the $25,000debt, plus $10,401of accrued and unpaid interest, which was recorded in Other income on the Statement of Operations. Prior to the cancellation of the note, the Company was in default on the note. Total interest expense for the nine months ended August 31, 2024 and 2023 was $0and $255, respectively. There was nointerest expense for the three months ended August 31, 2024 and 2023.

A. Scott Dockter - Chief Executive Officer

On August 31, 2017, the Company issued a note in the amount of $197,096to 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 nine months ended August 31, 2024, the Company made payments totaling $8,716towards the outstanding balance of the note. Total interest expense on the note was $198and $768for the nine months ended August 31, 2024 and 2023, respectively. The balance on the note was $0and $8,716as of August 31, 2024, and November 30, 2023, respectively. There was $42,263and $42,065of accrued interest as of August 31, 2024, and November 30, 2023, respectively.

NOTE 6 - NOTES PAYABLE (CONTINUED)

Convertible Promissory Notes - USMC

August 30, 2022

On August 30, 2022, 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 $470,862to USMC, with a maturity date of August 30, 2024 ("Tranche #7"). The note bears interest at 5% per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company's common stock at any time at the option of the noteholder, at a conversion price of $0.39per share. Total interest expense on Tranche #7 was $0and $5,805for the three months ended August 31, 2024 and 2023, respectively. Total interest expense on Tranche #7 was $3,999and $17,673for the nine months ended August 31, 2024 and 2023, respectively. On January 31, 2024, the principal of $470,862and accrued interest through January 31, 2024 of $33,476were converted into 1,293,175shares of the Company's common stock.

November 29, 2022

On November 29, 2022, in connection with the April 7, 2022 securities purchase agreement with USMC (See Note 12), the Company issued a convertible promissory note in the amount of $140,027to USMC, with a maturity date of August 30, 2024("Tranche #8"). The note bears interest at 5% per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company's common stock at any time at the option of the noteholder, at a conversion price of $0.39per share. Total interest expense on Tranche #8 was $0and $1,803for the three months ended August 31, 2024 and 2023, respectively. Total interest expense on Tranche #8 was $1,189and $5,256for the nine months ended August 31, 2024 and 2023, respectively. On January 31, 2024, the principal of $140,027and accrued interest through January 31, 2024 of $8,210were converted into 380,095shares of the Company's common stock.

February 28, 2023

On February 28, 2023, in connection with the April 7, 2022 securities purchase agreement with USMC (See Note 12), the Company issued a convertible promissory note in the amount of $308,320to 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 $0.39per share. Total interest expense on Tranche #9 was $0and $3,970for the three months ended August 31, 2024 and 2023, respectively. Total interest expense on Tranche #9 was $2,619and $7,771for the nine months ended August 31, 2024 and 2023, respectively. On January 31, 2024, the principal of $308,320and accrued interest through January 31, 2024 of $14,233were converted into 827,060shares of the Company's common stock.

May 31, 2023

On May 31, 2023, in connection with the March 20, 2023 securities purchase agreement with USMC (See Note 12), the Company issued a convertible promissory note in the amount of $412,533to 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 $0.10per share. Total interest expense on Tranche #10 was $0and $8,318for the three months ended August 31, 2024 and 2023. Total interest expense on Tranche #10 was $5,606and $8,318for the nine months ended August 31, 2024 and 2023, respectively. On January 31, 2024, the principal of $412,533and accrued interest through January 31, 2024 of $22,152were converted into 4,346,855shares of the Company's common stock.

NOTE 6 - NOTES PAYABLE (CONTINUED)

June 30, 2023

On June 30, 2023, in connection with the March 20, 2023 securities purchase agreement with USMC (See Note 12), the Company issued a convertible promissory note in the amount of $193,935to 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 $0.10per share. Total interest expense on Tranche #11 was $0and $2,635for the three months ended August 31, 2024 and 2023. Total interest expense on Tranche #11 was $2,635and $2,635for the nine months ended August 31, 2024 and 2023, respectively. On January 31, 2024, the principal of $193,935and accrued interest through January 31, 2024 of $9,139were converted into 2,030,738shares of the Company's common stock.

February 8, 2024

On February 8, 2024, the Company issued a convertible promissory note in the amount of $618,000to 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 and nine months ended August 31, 2024 was $10,506and $17,235, 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 $0.08per share.

Lines of Credit -USMC

July 10, 2023

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 $1,000,000from 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 $0.10per share on the maturity date. As of May 31, 2024, there had been $1,000,000advances from USMC under the July 10, 2023 line of credit agreement. Total interest expense was $0and $18,856for the three and nine months ended August 31, 2024, respectively. On March 31, 2024, the noteholder converted the July 10, 2023 line of credit principal of $1,000,000and accrued interest of $25,640into 10,256,400shares of common stock.

March 7, 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 provides for the issuance of up to an aggregate of $1,000,000of 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 $0.08per share at maturity. As of the date hereof, there have been $720,135in advances from USMC under the March 7, 2024 line of credit agreement. Total interest expense for the three and nine months ended August 31, 2024 was $12,558and $16,840respectively.

NOTE 6 - NOTES PAYABLE (CONTINUED)

Convertible Debt - Board of Directors

On April 8, 2021, the Company entered into a twelve-month director agreement with Jeffrey Guzy, as amended on August 26, 2022 (the "Guzy Director Agreement") pursuant to which Mr. Guzy will serve as a director of the Company, which agreement will automatically renew (the "Renewal Date") 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 $1,000per month which accrues as debt to the Company until the Company has its first cash-flow positive month. Effective March 1, 2023, Mr. Guzy's monthly compensation was increased to $1,500. Any amounts owed to Mr. Guzy at the Renewal Date or upon Mr. Guzy' resignation or removal (the "Termination Date") will be converted into the Company's common stock at a price per share equal to the lower of the market price on the exchange or trading market where such stock is then traded or quoted or the volume-weighted average price ("VWAP") of the common stock for the 20 days immediately preceding the Renewal Date or the Termination Date, as the case may be. On April 14, 2023, Mr. Guzy converted $24,000in accrued but unpaid director fees into 80,000shares of common stock at $0.15per share and 150,000shares of common stock at $0.08per share. The Agreement also includes a non-competition provision during the term of the Agreement and for twelve months thereafter. As of August 31, 2024, there were nocash 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 $1,000per month which accrues as debt to the Company until the Company has its first cash-flow positive month. Any amounts owed to Dr. Kurtis at the Renewal Date or the Termination Date will be converted into common stock at the lower 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 $12,000in accrued but unpaid director fees into 80,000shares of common stock at $0.15per share. The Agreement also includes a non-competition provision during the term of the Agreement and for twelve months thereafter. As of August 31, 2024, cash fees owed to Dr. Kurtis under the Kurtis Director Agreement were deferred and debt in the amount of $25,000is owed to Dr. Kurtis.

On September 11, 2023, the Company entered into a twelve-month director agreement with 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, Mr. Barto is entitled to a cash fee of $1,000per month which accrues as debt to the Company until the Company has its first cash-flow positive month. Any amounts owed to Mr. Barto at the end of the twelve-month term or at his earlier removal or resignation will be converted into common stock at the lower price of $0.15per share or the VWAP of the common stock for the 20-days from the last date Mr. Barto is on the board. The Agreement includes a non-competition provision during the term of the Agreement and for twelve months thereafter. As of August 31, 2024, cash fees owed to Mr. Barto under the Barto Director Agreement were deferred and debt in the amount of $12,000is owed to Mr. Barto.

NOTE 7 - LEASES

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

		Nine Months Ended August 31, 2024
Lease cost
Operating lease cost (cost resulting from lease payments)		$	31,500
Short term lease cost			-
Sublease income			-
Net lease cost		$	31,500
Operating lease - operating cash flows (fixed payments)		$	31,500
Operating lease - operating cash flows (liability reduction)		$	30,467
Current leases - right of use assets		$	9,950
Current liabilities - operating lease liabilities		$	10,413

		Nine Months Ended August 31, 2023
Lease cost
Operating lease cost (cost resulting from lease payments)		$	31,500
Short term lease cost			-
Sublease income			-
Net lease cost		$	31,500
Operating lease - operating cash flows (fixed payments)		$	31,500
Operating lease - operating cash flows (liability reduction)		$	28,978
Non-current liabilities - right of use assets		$	49,749
Current liabilities - operating lease liabilities		$	40,371
Non-current liabilities - operating lease liabilities		$	10,413

Future minimum payments under non-cancelable leases for operating leases for the remaining terms of the leases following the nine months ended August 31, 2024:

Fiscal Year		Operating Leases
Remainder of 2024		$	10,500
Amount representing interest			(87	)
Present value of net future minimum lease payments		$	10,413

NOTE 8 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

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

		August 31, 2024			November 30, 2023
Accounts payable		$	16,182			$	314,502
Accrued compensation			34,441				39,080
Miscellaneous accrued expenses			23,413				-
Accrued consultants			-				7,431
Accounts payable and accrued expenses		$	74,036			$	361,013

NOTE 9 - COMMITMENTS AND CONTINGENCIES

Office and Rental Property Leases

The Company is leasing office space from USMC, which is owned by the Company's majority stockholders and directors, A. Scott Dockter and John Bremer (See Note 12).

Mineral Properties

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

Legal Matters

On July 8, 2020, the Company's former Chief Financial Officer, Al Calvanico ("Calvanico"), filed a demand for arbitration alleging retaliation, wrongful termination, and demand for a minimum of $600,000in 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. The Company and Calvanico engaged in binding arbitration which concluded on February 3, 2023. On June 20, 2023, the arbitrator decided in favor of the Company with respect to Calvanico's breach of contract, fraud and negligent representation and wrongful discharge claims and in favor of Calvanico for asserted attorney fee claims in accordance with Calvanico's employment agreement with the Company. At a July 18, 2023, teleconference regarding a determination of attorney fees to be paid, the arbitrator established a briefing schedule for the parties to formally present their legal arguments on the issue. Calvanico's brief in support of attorney fees was due and timely filed on August 15, 2023. The Company's brief in opposition was due and timely filed on September 19, 2023. Calvanico's reply brief was filed on October 4, 2023. On February 6, 2024, the Company agreed to pay $618,000in six equal monthly payments of $103,000with the first payment made February 8, 2024. $618,000in payments have been made as of August 31, 2024.

NOTE 9 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

On March 29, 2019, the Company was served with a complaint filed by Superior Soils Supplements LLC ("Superior Soils") in the Superior Court of the State of California in and for the County of Kings (Case #19C-0124) relating to 64 truckloads of soil amendments delivered to a customer by the Company on behalf of Superior Soils. Superior Soils alleged that the soil amendments were not labeled correctly requiring the entire shipment of product to be returned to the Company. The complaint alleged breach of contract, misrepresentations, fraudulent concealment and unfair competition. The complaint sought damages of approximately $400,000and, although the Company vigorously defended such claims and believed that there was little to no risk of liability, it accrued $400,000for such risk. The Company filed its answer on May 6, 2019, denying responsibility for the mislabeling and denying any liability for damages therefrom. The matter was fully settled and was thus dismissed by the Court on May 2, 2023, and the Company paid Superior Soils $125,000. The settlement resulted in $275,000other income in the period ended May 31, 2023 as $400,000had been accrued previously.

Contractual Matters

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.

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).

Note 10 - STOCKHOLDERS' EQUITY

On February 27, 2023, 300,000shares of the Company's common stock were surrendered to the Company in a settlement agreement.

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

On February 23, 2024, the board of directors authorized the immediate issuance of 300,000shares of common stock and the issuance of 16,667shares of common stock monthly from March 2024 through January 2025 and 16,663shares of common stock in February 2025 pursuant to a consulting agreement. 400,002shares of common stock have been issued as of August 31, 2024.

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

Note 11 - STOCK-BASED COMPENSATION

The Company accounted for its stock-based compensation in accordance with the fair value recognition provisions of FASB ASC Topic 718.

2017 Equity Incentive Plan

On November 10, 2017, the Board approved the 2017 PureBase Corporation Stock Option Plan which is intended to be a qualified stock option plan (the "Option Plan"). The Board reserved ten millionshares 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 August 31, 2024, options to purchase an aggregate of 4,468,787shares of common stock have been granted under the Option Plan. 200,000options have expired as of August 31, 2024.

Note 11 - STOCK-BASED COMPENSATION (CONTINUED)

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

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

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

On September 13, 2023, the Company granted a director an option to purchase 200,000shares of the Company's common stock at an exercise price of $0.15per share and a fair value of $16,267. This option vests immediately. The option was valued using the Black-Scholes option pricing model under the following assumptions as found in the table below.

On December 13, 2023, the Company granted the Chief Financial Officer an option to purchase 200,000shares of the Company's common stock at an exercise price of $0.09per 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 following assumption as found in the table below.

Grant Date		Number of Options			Stock Price			Exercise Price			Expected Volatility			Risk-free Interest Rate			Dividend Rate			Expected Term		Fair Value
04/08/2023			350,000			$	0.08			$	0.10				202.26	%			3.72	%			0.00	%		3.50years		$	26,623
08/10/2023			200,000			$	0.10			$	0.15				201.69	%			4.47	%			0.00	%		3.50years		$	17,987
09/13/2023			200,000			$	0.10			$	0.15				198.67	%			4.64	%			0.00	%		3.50years		$	16,267
12/13/2023			200,000			$	0.09			$	0.09				206.88	%			4.18	%			0.00	%		3.00years		$	16,762

The Company granted options to purchase an aggregate of 200,000shares of common stock during the nine months ended August 31, 2024, and granted options to purchase an aggregate of 550,000shares of common stock during the nine months ended August 31, 2023.

The weighted average grant date fair value of options granted and vested during the nine months ended August 31, 2024 was $0. The weighted average non-vested grant date fair value of non-vested options during the nine months ended August 31, 2024 was $16,762.

Note 11 - STOCK-BASED COMPENSATION (CONTINUED)

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

					Weighted
		Number of			Average
		Shares			Exercise Price
Outstanding at November 30, 2022			128,688,187			$	0.53
Granted			-				-
Exercised			-				-
Expired or cancelled			-				-
Outstanding at August 31, 2023			128,688,187			$	0.53
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 August 31, 2024			129,438,187			$	0.53

The following table summarizes information about options to purchase shares of the Company's common stock outstanding and exercisable at August 31, 2024:

						Weighted-			Weighted-
						Average			Average
Exercise			Outstanding			Remaining Life			Exercise			Number
Price			Options			In Years			Price			Exercisable
$	0.09				200,000				3.54			$	0.09				-
	0.099				200,000				0.42				0.099				200,000
	0.10				995,000				2.19				0.10				995,000
	0.12				50,000				4.32				0.12				50,000
	0.15				400,000				4.24				0.15				400,000
	0.24				2,223,787				2.91				0.24				2,223,787
	0.36				200,000				2.20				0.36				200,000
	0.38				116,000,000				4.34				0.38				116,000,000
	2.50				8,669,400				3.01				2.50				8,669,400
	3.00				500,000				1.75				3.00				500,000
					129,438,187				4.18			$	0.53				129,238,187

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

The stock options granted are exercisable over various terms from threeto ten yearsfrom the grant date and vest over various terms from the grant date to five years.

Total compensation expense related to the options was $16,573and $7,328,400for the nine months ended August 31, 2024 and 2023, respectively. As of August 31, 2024, there was $4,189compensation cost related to non-vested stock options.

As of August 31, 2024, 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 $0.045as 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.

NOTE 12 - RELATED PARTY TRANSACTIONS

Bayshore Capital Advisors, LLC

On February 26, 2016, the Company issued a promissory note to Bayshore Capital Advisors, LLC ("Bayshore Capital"), an affiliate through common ownership of a 10% major stockholder of the Company, for $25,000for working capital at an interest rate of 6%per annum. The note was payable August 26, 2016, or when the Company closed bridge financing, whichever occurs first. On February 4, 2023, Bayshore Capital agreed to cancel the $25,000debt, plus $10,401of accrued and unpaid interest. Prior to the cancellation of the note, the Company was in default on the note. Total interest expense for the nine months ended August 31, 2024 and 2023 was $0and $255, respectively. There was nointerest expense for the three months ended August 31, 2024 and 2023.

US Mine Corporation

The Company entered into a contract mining agreement with USMC, a company which A. Scott Dockter, the Company's Chief Executive Officer and a director, and John Bremer, a director, each own 33%, pursuant to which USMC provides various technical evaluations and mine development services to the Company. During the nine months ended August 31, 2024 and 2023, the Company made $68,801and $81,444purchases from USMC, respectively. Technical evaluations of $2,957and $1,351were rendered by USMC for the nine months ended August 31, 2024 and 2023, respectively. All purchases have been paid or will be paid by the Company to USMC.

In addition, during the nine months ended August 31, 2024 and 2023, USMC paid $36,893and $15,853, respectively, of expenses to the Company's vendors and creditors on behalf of the Company. All expenses paid by USMC on behalf of the Company were paid by the Company to USMC. The Company had a balance due to USMC of $33,701and $0on August 31, 2024 and November 30, 2023, respectively.

During the nine months ended August 31, 2024 and 2023, USMC made cash advances to the Company of $1,991,400and $1,125,000, respectively, which are recorded as part of due to affiliates and convertible notes payable, related party on the Company's condensed consolidated balance sheets.

USMC Notes

The Company has entered into various securities purchase agreements with USMC pursuant to which USMC may purchase the Company's unsecured convertible promissory notes (See Note 6). The outstanding balance on the convertible notes due to USMC was $618,000and $1,525,676on August 31, 2024 and November 30, 2023, respectively. Interest expense on the convertible notes due to USMC totaled $10,506and $22,790for the three months ended August 31, 2024 and 2023, respectively. Interest expense on the convertible notes due to USMC totaled $33,284and $41,654for the nine months ended August 31, 2024 and 2023, respectively. On January 31, 2024, the Company issued 8,877,923shares of common stock to USMC in exchange for $1,525,676notes payable principal and $87,211in interest accrued through January 31, 2024. On February 8, 2024, the Company issued an unsecured convertible promissory note for $618,000, of which $103,000was funded on that date, $103,000 was funded March 1, 2024, $103,000 was funded April 1, 2024, $103,000 was funded May 1, 2024, $103,000 was funded July 1, 2024, and $103,000 was funded August 1, 2024(see Note 6).

USMC Lines of Credit

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 $1,000,000of advances from USMC under an unsecured convertible grid promissory note until July 10, 2024 (See Note 6). 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 $0.10per share on the maturity date. As of August 31, 2024, there had been $1,000,000advances from USMC under the July 10, 2023 line of credit agreement. Total interest expense was $0and $18,856for the three and nine months ended August 31, 2024, respectively. On March 31, 2024, the noteholder converted the July 10, 2023 line of credit principal of $1,000,000and accrued interest of $25,640into 10,256,400shares of common stock.

NOTE 12 - RELATED PARTY TRANSACTIONS (CONTINUED)

On March 7, 2024, the Company entered into a line of credit agreement and unsecured convertible grid promissory note with USMC. The March 7, 2024 line of credit agreement provides for the issuance of up to an aggregate of $1,000,000of 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 $0.08per share at maturity. As of the date hereof, there have been $720,135in advances from USMC under the March 7, 2024 line of credit agreement. Total interest expense for the three and nine months ended August 31, 2024 was $12,558and $16,840, respectively.

USMC Mining Agreements

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 $25per ton for the kaolin clay for supplementary cementitious materials and $145per ton for bagged products for clay for agriculture (in each case plus an additional $5royalty 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 August 31, 2024 and 2023, the Company purchased $42,626and $47,080, respectively, under the Supply Agreement. For the nine months ended August 31, 2024 and 2023, the Company purchased $68,801and $81,444, respectively, under the Supply Agreement. Since April 22, 2020, the Company has purchased $570,063of materials under the Supply Agreement.

US Mine LLC

On May 27, 2021, the Company entered into the Materials Extraction Agreement with US Mine, LLC, pursuant to which the Company acquired the right to extract up to 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 $50,000,000to 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 $0.43per 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.

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 116,000,000shares of the Company's common stock at an exercise price of $0.38per share until April 6, 2028, was issued to US Mine, LLC as compensation. Shares subject to the option vested as to 58,000,000shares on April 6, 2022, 29,000,000shares on October 6, 2022, and 29,000,000shares on April 6, 2023. For the three and nine months ended August 31, 2023, the Company expensed $0and $7,326,402, respectively, in stock-based compensation expense related to the issuance of the option on October 16, 2021, to US Mine LLC under the Amendment.

NOTE 12 - RELATED PARTY TRANSACTIONS (CONTINUED)

Transactions with Officers

On August 31, 2017, the Company issued a note in the amount of $197,096to 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 nine months ended August 31, 2024 and 2023, the Company paid $8,716and $20,000, respectively, towards the outstanding balance of the note. Total interest expense on the note was $16and $156for the three months ended August 31, 2024 and 2023, respectively. Total interest expense on the note was $198and $768for the nine months ended August 31, 2024 and 2023, respectively. The balance on the note was $0and $8,716as of August 31, 2024 and November 30, 2023, respectively. There was $42,263and $42,065of accrued interest as of August 31, 2024 and November 30, 2023, respectively.

Convertible Debt - Board of Directors

On April 8, 2021, the Company 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 $1,000per 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. 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 $0.10or the VWAP of the common stock for the 20-days immediately preceding the Renewal Date or the Termination Date, as the case may be. The Agreement also includes a non-competition provision during the term of the Agreement and for twelve months thereafter. As of August 31, 2024, there were no cash fees owed to Mr. Guzy.

On August 13, 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 $1,000per month which accrues as debt to the Company until the Company has its first cash-flow positive month. Any amounts owed to Dr. Kurtis at the Renewal Date or upon Dr. Kurtis' resignation or removal 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 200,000shares of common stock at $0.15. The Agreement includes a non-competition provision during the term of the Agreement and for twelve months thereafter. As of August 31, 2024, the Company has debt in the amount of $25,000owed to Dr. Kurtis.

On September 11, 2023, the Company entered into the Barto Agreement (see Note 6) pursuant to which Mr. Barto agrees to devote as much time as is necessary to perform completely the duties as a director. Mr. Barto shall be notified within 30 days before the end of the twelve months whether his contract shall be renewed under the same terms of compensation. As compensation therefor, Mr. Barto is entitled to a cash fee of $1,000per month which accrues as debt to the Company until the Company has its first cash-flow positive month. Any amounts owed to Mr. Barto at the end of the twelve-month term or at his earlier removal or resignation will be converted into common stock at the lower price of $0.15per share or the VWAP of the common stock for the 20-days from the last date of Mr. Barto being on the board. Mr. Barto was also issued a five-year stock option to purchase 200,000shares of common stock at $0.15. The Agreement includes a non-competition provision during the term of the Agreement and for twelve months thereafter. As of August 31, 2024, the Company has debt in the amount of $12,000owed to Mr. Barto.

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

NOTE 12 - RELATED PARTY TRANSACTIONS (CONTINUED)

On February 16, 2024, the Company entered into a one-year consulting agreement with Magmatics, Inc. ("Magmatics") pursuant to which Joe Thomas, an advisory board member, will assist in the design, production, testing, and certification of metakaolin and an HP-SCM. Magmatics was issued 300,000shares of the Company's common stock upon signing the agreement and will be issued 16,667shares of the Company's common stock for each thirty-day period completed for eleven months and 16,663shares of the Company's common stock for the twelfth month. 400,002shares have been issued as of August 31, 2024 under such agreement.

Leases

On October 1, 2020, the Company entered into a two-year lease agreement for its office space with USMC with a monthly rent of $1,500(See Note 7). The lease was amended to extend the term for an additional two yearsto November 1, 2024, and to add an additional 700square feet of office space for a total monthly rental of $3,500.

NOTE 13 - CONCENTRATION OF CREDIT RISK

Cash Deposits

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $250,000. As of August 31, 2024, and November 30, 2023, the Company had no deposits over the FDIC insured limit.

Revenues

Three customers accounted for 98% of the total revenue for the nine months ended August 31, 2024, as set forth below:

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

Four customers accounted for 98% of total revenues for the nine months ended August 31, 2023, as set forth below:

Customer A			45	%
Customer B			20	%
Customer C			17	%
Customer D			16	%

Accounts Receivable

One customer accounted for 100% of the accounts receivable as of August 31, 2024.

Two customers accounted for 100% of the accounts receivable as of August 31, 2023, as set forth below:

Customer A			82	%
Customer B			18	%

Vendors

One supplier accounted for 100% of purchases during the nine months ended August 31, 2024.

Three suppliers accounted for 61% of purchases during the nine months ended August 31, 2023 as set forth below:

Vendor A			36	%
Vendor B			15	%
Vendor C			10	%

NOTE 14 - SUBSEQUENT EVENTS

In accordance with ASC 855, Subsequent Events, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events and transactions that occurred after August 31, 2024 through the date the condensed consolidated financial statements were filed. During this period the Company did not have any material reportable subsequent events.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This 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, 2023, as filed with the Securities and Exchange Commission (the "SEC") on February 28, 2024, 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:

●	absence 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.

We undertake no obligation to update or revise forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report, except as required by law.

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

Business Overview

We are an industrial mineral and natural resource company that provides solutions to the agriculture and construction materials markets in the United States, through our two subsidiaries, PureBase AG, and PureBase AM, respectively. The Company relies on US Mine LLC for its raw materials. A. Scott Dockter, the Company's Chief Executive Officer and a director, and John Bremer, a director, are also owners of US Mine, LLC.

We utilize the services of US Mine Corporation ("USMC"), a Nevada corporation and a significant stockholder of the Company for the development and contract mining of industrial mineral and metal projects, exploration, drilling, preparation of feasibility studies, mine modeling, on-site construction, production site reclamation and for product fulfillment. Exploration services include securing necessary permits, environmental compliance, and reclamation plans. In addition, all of the minerals used by the Company are obtained from properties owned or controlled by US Mine LLC.

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. A. Scott Dockter and John Bremer are also managers and owners of US Mine LLC.

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

Agricultural Sector

We develop specialized sun protectants. We have developed and will seek to develop additional products derived from mineralized materials of kaolin clay.

Construction Sector

We have been developing and testing a kaolin-based product that we believe will help create a lower CO2-emitting concrete through the use of high-quality supplementary cementitious materials ("SCMs"). We are developing an SCM 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.

Results of Operations

Comparison of the Three Months Ended August 31, 2024 to the Three Months Ended August 31, 2023

		August 31, 2024			August 31, 2023			Variance
Revenue, net		$	204,314			$	207,243			$	(2,929	)
Cost of goods sold			47,178				44,080				3,098
Operating income			157,136				163,163				(6,027	)
Operating Expenses:
Selling, general and administrative			406,379				288,487				117,892
Stock based compensation			4,191				2,000				2,191
Total operating expenses			410,570				290,487				120,083
Loss from operations			(253,434	)			(127,324	)			(126,210	)
Interest expense, related parties			(23,404	)			(24,702	)			1,298
Loss before provision for income taxes			(276,838	)			(152,026	)			(124,812	)
Provision for income tases			-				-				-
Net Loss		$	(276,838	)		$	(152,026	)		$	(124,812	)

Revenues

Revenue decreased by $2,929, or 1%, for the three months ended August 31, 2024, as compared to the three months ended August 31, 2023. This decrease was due to a decrease in customer purchases of agricultural products in the three months ended August 31, 2024.

Cost of Goods Sold

Cost of goods sold increased by $3,098, or 7%, for the three months ended August 31, 2024, as compared to the three months ended August 31, 2023, as a result of an increase in production supplies during the three months ended August 31, 2024.

Operating Expenses

Total operating expenses increased by $96,670, or 33%, for the three months ended August 31, 2024, as compared to the three months ended August 31, 2023. The increase in operating expenses was primarily due to an increase in selling and general and administrative expenses of $117,892 for the three months ended August 31, 2024, as compared to the three months ended August 31, 2023, primarily due to an increase in wages and related expenses and repairs to the pilot plant.

Interest Expense, Related Parties

Interest expense decreased by $1,298 for the three months ended August 31, 2024, as compared to the three months ended August 31, 2023, primarily due to conversion of notes payable to USMC to common stock in January 2024.

Comparison of the Nine Months Ended August 31, 2024 to the Nine Months Ended August 31, 2023

		August 31, 2024			August 31, 2023			Variance
Revenue, net		$	310,036			$	325,875			$	(15,839	)
Cost of goods sold			80,253				93,149				(12,896	)
Operating income			229,783				232,726				(2,943	)
Operating Expenses:
Selling, general and administrative			1,248,141				1,168,142				79,999
Stock based compensation			16,573				7,328,400				(7,311,827	)
Total operating expenses			1,264,714				8,496,542				(7,231,828	)
Loss from operations			(1,034,931	)			(8,263,816	)			7,228,885
Other income (expense)			-				310,401				(310,401	)
Interest expense, related parties			(71,369	)			(46,226	)			(25,143	)
Loss before provision for income taxes			(1,106,300	)			(7,999,641	)			6,893,341
Provision for income taxes			2,400				2,400				-
Net Loss		$	(1,108,700	)		$	(8,002,041	)		$	6,893,341

Revenues

Revenue decreased by $15,839, or 5%, for the nine months ended August 31, 2024, as compared to the nine months ended August 31, 2023. This decrease was due to no sales of agricultural products in the three months ended February 29, 2024, partially offset by greater sales of agricultural products in the three months ended May 31, 2024.

Cost of Goods Sold

Cost of goods sold decreased by $12,896, or 14%, for the nine months ended August 31, 2024, as compared to the nine months ended August 31, 2023, as a result of a decrease in products sold during the nine months ended August 31, 2024.

Operating Expenses

Total operating expenses decreased by $7,255,241, or 85%, for the nine months ended August 31, 2024, as compared to the nine months ended August 31, 2023. The decrease in operating expenses was primarily due to a decrease in stock-based compensation of $7,311,827 for the nine months ended August 31, 2024, as compared to the nine months ended August 31, 2023, partially offset by an increase of $79,999 in selling and general and administrative expenses for the nine months ended August 31, 2024 as compared to the nine months ended August 31, 2023, primarily due to an increase in wages and related expenses, an increase in pilot plant repairs and an increase in business insurance, offset by a decrease in professional services.

As of April 2023, the Company no longer expensed the option to purchase an aggregate of 116,000,000 shares of common stock issued to US Mine LLC on October 6, 2021, which resulted in the decreased stock-based compensation expense during the nine months ended August 31, 2024 compared to the nine months ended August 31, 2023.

Other Income

Other income decreased by $310,401, or 100%, for the nine months ended August 31, 2024, as compared to the nine months ended August 31, 2023. $275,000 other income in the nine months ended August 31, 2023 was for the settlement of a lawsuit for less than had been reserved. $35,401 other income in the nine months ended August 31, 2023 was for the forgiveness of a note principal and related accrued interest.

Interest Expense, Related Parties

Interest expense increased by $25,143, or 54%, for the nine months ended August 31, 2024, as compared to the nine months ended August 31, 2023, primarily due to increased borrowing from USMC.

Liquidity and Capital Resources

As of August 31, 2024, we had cash on hand of $31,246 and a working capital deficiency of $768,464, as compared to cash on hand of $5,572 and a working capital deficiency of $1,493,349 as of November 30, 2023. The decrease in working capital deficiency is primarily a result of an increase in cash of $25,674, an increase in accounts receivable of $74,244, a decrease in accounts payable and accrued expenses of $286,977, a decrease in interest expense related parties of $60,908, and a decrease in settlement liability of $618,000 (financed by a long-term convertible note payable), offset by $373,400 increase in the line of credit with USMC.

The Company's operating activities consume the majority of its cash resources. The Company anticipates that it will continue to incur operating losses as it executes its development plans for 2024, 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 currently plans to continue funding these losses from lines of credit with USMC and the sale of equity and debt.

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 equity and debt financing, including the funding from USMC in connection with the March 7, 2024 line of credit 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 have been prepared assuming that the Company will continue as a going concern. The Company has accumulated losses from inception through August 31, 2024 of $63,839,678, negative cash flows from operating activities of $1,957,010 for the nine months ended August 31, 2024 and a working capital deficiency of $768,464 as of August 31, 2024. During the nine months ended August 31, 2024, the Company received net cash proceeds of $1,991,400 from USMC. If the Company does not generate additional revenue and obtain equity and debt financing from USMC or other third parties, it will not have sufficient cash to meet its obligations for the next twelve months, following the date of this Quarterly Report. 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. The condensed consolidated financial statements in this Quarterly Report do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Working Capital Deficiency

		August 31, 2024			November 30, 2023
Current assets		$	132,223			$	21,006
Current liabilities			900,687				1,514,355
Working capital deficiency		$	(768,464	)		$	(1,493,349	)

The increase in current assets as of August 31, 2024, is primarily due to the increase in cash of $25,674 and accounts receivable of $74,244. The decrease in current liabilities is primarily a result of a decrease in accounts payable and accrued expenses of $286,977, a decrease in interest payable related party of $60,908, and a decrease settlement liability of $618,000, offset partially by an increase in borrowing under the line of credit of $373,400.

Cash Flows

		Nine Months Ended
		August 31, 2024			August 31, 2023
Net cash used in operating activities		$	(1,957,010	)		$	(900,536	)
Net cash used in investing activities			-				(126,536	)
Net cash provided by financing activities			1,982,684				1,109,983
Increase in cash		$	25,674			$	82,911

Operating Activities

Net cash used in operating activities was $1,957,010 for the nine months ended August 31, 2024, primarily due to a net loss of $1,085,287, an increase in accounts receivable of $74,244, a decrease in accounts payable and accrued expenses of $174,126, a decrease in interest payable related party of $43,673, and a decrease in settlement liability of $618,000, partially offset by stock-based compensation of $16,573, stock issued for services of $32,000, and non-cash directors' compensation of $18,000. Net cash used in operating activities was $900,536 for the nine months ended August 31, 2023, primarily due to a net loss of $8,002,041, an increase in accounts receivable of $100,270, a decrease in settlement liability of $125,000, gain on debt forgiveness of $35,399, and gain on settlement of $275,000, partially offset by an increase in accounts payable and accrued expenses of $304,706, stock-based compensation of $7,328,400, and non-cash directors' compensation of $13,000.

Investing Activities

There were no investing activities in the nine months ended August 31, 2024. Investing activities of $126,536 in the nine months ended August 31, 2023 were for the Company's pilot plant.

Financing Activities

For the nine months ended August 31, 2024, net cash provided by financing activities was $1,982,684, consisting of a $1,373,400 increase in the line of credit from USMC and $618,000 as an initial advance on a convertible note from USMC, offset by a $8,716 partial payment on a loan from the Chief Executive Officer of the Company. For the nine months ended August 31, 2023, net cash provided by financing activities was $1,109,983, consisting of an $898,935 advance to the Company from USMC that was later converted to a note and a $231,048 increase in the line of credit from USMC, offset by a $20,000 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, 2023, as filed with the SEC on February 28, 2024.

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 August 31, 2024 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;
●	Insufficient formal policies and procedures; 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 policies and procedures on internal control over financial reporting and monitor the effectiveness of operations on existing controls and procedures.

We engaged a third-party financial operations consulting firm to assist with the preparation of SEC reporting through the period ended August 31, 2023.

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

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 August 31, 2024, 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

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

On each of June 20, 2024, July 19, 2024, and August 19, 2024, 16,667 shares were issued to a consultant pursuant to a consulting agreement for services provided to the Company.

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

During the quarter ended August 31, 2024, no director, officer or Section 16 officer adoptedor terminatedany Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements.

ITEM 6. EXHIBITS

Exhibit Number		Description
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:October 15, 2024

By:	/s/ Stephen Gillings
	Stephen Gillings
	Chief Financial Officer
	(Principal Financial and Accounting Officer)
Date:October 15, 2024

Public link

Please use the above public link if you want to share this noodl on another website.