Purebase Corp 8-K

What Happened

• On May 26, 2026, Purebase Corporation (PUBC) filed an 8-K disclosing a binding Memorandum of Understanding (MOU) with CoreTer LLC. Under the MOU Purebase will be entitled to 20% of the net proceeds CoreTer receives under an Exclusive Mining Option and Development Agreement dated March 19, 2026 between CoreTer and Dexter Mining LLC.
• CoreTer is owned and managed by A. Scott Dockter, who is also Purebase’s Chief Executive Officer and a director. In return for the payment right, Purebase agreed to waive any requirement that Mr. Dockter present to the company corporate opportunities that relate to that agreement or similar opportunities.

Key Details

• Date of MOU: May 26, 2026; underlying CoreTer–Dexter Mining agreement dated March 19, 2026.
• Payment: Purebase entitled to 20% of net proceeds received by CoreTer under the Dexter Mining agreement.
• Related party: CoreTer is owned/managed by Purebase CEO and director A. Scott Dockter; the company waived corporate‑opportunity presentation by Mr. Dockter.
• Termination triggers: Purebase’s right may end on a change of control (as defined in the MOU), Mr. Dockter’s removal as officer/director, or if US Mine Corp. fails to release escrowed Purebase shares to Mr. Dockter under a prior Common Stock Purchase Agreement (dated June 18, 2025, amended July 9, 2025). The MOU is subject to a definitive asset transfer agreement.

Why It Matters

• This MOU could give Purebase a direct economic stake in revenue generated from the CoreTer–Dexter Mining arrangement (20% of net proceeds), which may be material if the underlying mining opportunity produces proceeds.
• The deal is a related‑party transaction because the counterparty is owned by the company’s CEO, and Purebase explicitly waived Mr. Dockter’s obligation to present those opportunities to the company—important context for governance and conflict‑of‑interest considerations.
• The MOU’s benefits are contingent: it requires a definitive agreement to be executed and can terminate under several conditions (change of control, removal of Dockter, or certain escrow/share release events), so investors should view the arrangement as conditional until finalized.

Exhibit reference: The full MOU is attached as Exhibit 10.1 to the 8-K filing.