Item 1.01 Entry into a Material Definitive Agreement.

Purebase Corporation (the "Company") entered into a settlement agreement (the "Settlement Agreement") with Agregen International Corporation, Robert Hurtado, James Todd Gauer ("Gauer") and John Gingerich, effective June 3, 2022 which was entered into the Second Judicial District Court of the State of Nevada and became effective on August 9, 2022. Pursuant to the Settlement Agreement, among other things, Gauer, agreed to surrender to the Company an aggregate of 8,669,400 shares of common stock of the Company owned by Bay Street Capital Corp. and was granted an immediately exercisable five-year option to purchase 8,669,400 shares of common stock at an exercise price of $2.50 per share.

The foregoing description of the Settlement Agreement is qualified in its entirety by reference to the full text of such Settlement Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.

The issuance of the option and the common stock issuable upon the conversion of the option will be exempt from registration under Section 4(a)(2) under of the Securities Act of 1933, as amended, as transactions by an issuer not involving any public offering.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit No.   Description

10.1            Settlement Agreement, dated June 2, 2022, among the Company,
              Agregen International Corporation, Robert Hurtado, James Todd Gauer
              and John Gingerich.

10.2            Option Agreement, dated June 3, 2022.

104           Cover Page Interactive Data File (Embedded within the Inline XBRL
              document and included in Exhibit)

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