Port of Call Online Inc. (Form: 8-K, Received: 12/24/2014 10:52:48)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 23, 2014

PORT OF CALL ONLINE, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada		333-188575		27-2060863
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1670 Sierra Avenue, Suite 402

Yuba City, CA 95993

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (530) 676-7873

(Registrant’s former address and telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS

Item 1.01 Entry into a Material Definitive Agreement

On December 23, 2014 Port of Call Online, Inc. (the “Company”, “we” or “us”) entered into and consummated a Plan and Agreement of Reorganization between the Company and Purebase, Inc. and certain stockholders of Purebase, Inc. (the “Reorganization”). Pursuant to the Reorganization, the Company on the closing date, acquired 43,709,412 (representing 95.5%) of the issued and outstanding shares of Purebase, Inc., a Nevada Corporation (“Purebase”) in exchange for 43,709,412 shares of the common stock of the Company. As a result of the Reorganization, Purebase became a majority-owned subsidiary of the Company and the eleven former stockholders of Purebase now own, in the aggregate, approximately 61% of the Company’s outstanding common stock. Upon consummation of this Reorganization, the Company will seek to exchange the remaining 2,108,390 shares of issued and outstanding shares of Purebase from its remaining stockholders on the same 1-for-1 exchange ratio. Assuming all the remaining shares of Purebase are exchanged for shares of the Company’s common stock, the Company will have issued a total of 45,817,802 shares of its common stock for all the outstanding shares of Purebase resulting in an aggregate of 70,217,802 shares of the Company’s common stock outstanding and Purebase becoming a wholly-owned subsidiary of the Company. Purebase stockholders choosing not to exchange their Purebase shares for shares of the Company will retain their stock ownership in Purebase and Purebase will remain a majority-owned subsidiary of the Company.

The Plan and Agreement of Reorganization between the Company, Purebase and certain stockholders of Purebase is set forth herein as Exhibit 2.1.

SECTION 2 – FINANCIAL INFORMATION

Item 2.01 Completion of Acquisition or Disposition of Assets

As a result of the Reorganization, the Company acquired the business operations of Purebase which now becomes the Company’s primary business activity and the Company will not pursue its previous business of developing web-based services for boaters.

Cautionary Note About Forward-Looking Statements :

Certain of the matters discussed in this 8-K report about our and our subsidiaries' future performance, including, without limitation, future revenues, earnings, strategies, prospects, consequences and all other statements that are not purely historical constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from those anticipated. Such statements are based on management's beliefs as well as assumptions made by and information currently available to management. When used herein, the words “anticipate,” “believe,” or “expect” or similar expressions are intended to identify forward-looking statements. Factors that may cause actual results to differ from those anticipated are discussed throughout this Form 8-K and should be considered carefully.

Business of Purebase

Purebase, Inc. (“Purebase”) was incorporated in the state of Nevada on June 11, 2013 as an exploration and mining company which will focus on identifying and developing advanced stage natural resource projects which show potential to achieve full production. The business strategy of Purebase is to identify, acquire, define, develop and operate world-class industrial and natural resource properties and to provide mine development and operations services to mining properties located initially in the Western United States and currently in California and Nevada. The Company intends to engage in the identification, acquisition, development, mining and full-scale exploitation of industrial and natural mineral properties in the United States as its top priority. Purebase’s business plan will initially focus on the industrial and agricultural market sectors. The Company will seek to develop deposits of pozzolan, white silica, copper and potassium sulfate. These important resources are found in thousands of products, and in many cases, there are few or no substitutes for their mineral properties. Industrial minerals have a wide range of uses including construction, agriculture additives, animal feedstock, ceramics, synthetics, absorbents and electronics.

Purebase is headquartered in Yuba City, California. Purebase’s business is divided into wholly-owned subsidiaries which will operate as business divisions whose sole focus is to develop sector related products and to provide for distribution of those products into each industry related sector:

Purebase is a diversified, industrial mineral and natural resource company working to provide solutions to a wide range of markets, including the cornerstone markets of agriculture and construction. Purebase’s key management has over 50 years of combined and experience in the mining industry in California and the USA.

Purebase will utilize its mining services contractto perform exploration drilling, preparation of feasibility studies, mine modeling, on-site construction, mine production and mine site reclamation. Exploration services would also include securing necessary permits, environmental compliance and reclamation plans. These services will be provided by US Mine Corp., a private company focusing on the development and contract mining of industrial mineral and metal projects throughout North America of which Scott Dockter and John Bremer are officers, directors and owners.

Purebase is focused on the Agricultural and Construction industry sectors.

Within the Agricultural Sector, Purebase plans to provide soil amendment solutions that may be used by both large farming operations and consumer retail, domestically in the US and internationally.

Within the Construction Sector, Purebase plans to provide a Supplementary Cementitious Material (SCM), a solution that may be used in large infrastructure development projects for government, commercial industries and residential buildings.

Agricultural Sector

Agriculture and agriculture-related industries contributed $775.8 billion to the U.S. gross domestic product (GDP) in 2012, a 4.8-percent share. The output of America’s farms contributed $166.9 billion of this sum—about 1 percent of GDP. In 2012, 16.5 million full- and part-time jobs were related to agriculture – about 9.2 percent of total U.S. employment. Direct on-farm employment provided over 2.6 million of these jobs. (Source: The US Department of Agriculture, Economic Research Service, Agricultural Resource Management Survey Farm Financial and Crop Production survey).

U.S. land area amounts to nearly 2.3 billion acres, with nearly 1.2 billion acres in agricultural lands. Virtually all farms today utilize various fertilizers to better utilize water resources and increase crop yields. In the US, corn crops use approximately 45% of the total available fertilizer. This is more than the combined 29% that wheat, soybeans, oilseeds, fruit and vegetables use. The remaining 26% is used by other crops.

Growth in developing economies also helps fertilizer companies. For example, industrialization tends to give people a taste for meat, which requires 12-16 times the agricultural output per calorie than grain.

Crops account for the largest share of the value of U.S. agricultural production. The value of agricultural production in the United States has risen over the past decade due to increases in production as well as higher prices. Yield gains for crops have been particularly important, although acreage has also risen recently in response to elevated prices since 2008. Falling prices led to a slight decline in value of crop production in 2013. While livestock production increased over the decade, prices were up more than 60% between 2003 and 2013, contributing to the rising value of livestock production and agricultural consumption.

Purebase intends to develop innovative solutions that represent an important value-enhancing element for our agricultural customers. We intend to create a brand family under the parent trade name, Purebase, consisting of three primary product lines: Purebase SoluSol™, Purebase Humate INU™, and Purebase Pozzolan.

Purebase Solu-Sul ™ provides many essential minerals, while lowering pH to allow nutrients to be available to plants, and improving soil biology. Solu-Sul™ can be applied to most crops, trees, vines and turf applications. It will be available in granular grade and micronized solution grade, in bulk orders or 10, 20 and 50 lbs. bags.

Purebase Humate INU™ (Increased Nutrient Uptake) is derived from the combination of humic and fulvic acid coupled with a unique cross section of plant available macro and micronutrients, allow Humate INU™ to simultaneously improve soil quality as well as buffer high pH conditions. Products containing humic acids, such as Humate INU™, may increase uptake of micronutrients. It will be available in granular grade and micronized solution grade.

Purebase Pozzolan Ag is extracted from Pozzolan deposits which originated when nearby volcanoes erupted and the volcanic ash was deposited into freshwater lakes. These freshwater lakes contained large amounts of protozoa called “diatoms”. The skeletal structure of those tiny organisms are extremely porous and adsorbent. Pozzolan can be used as a mineral soil amendment and serves as an excellent soil stabilizer and increases absorption and retention of air, water, and nutrients to sustain plant growth as well as improve porosity in the soil. Pozzolan provides an environmentally friendly and cost-effective method for plantation, water conservation and soil reclamation. A Pozzolan soil additive is also effective at removing excess heat and water in order to prevent rotting of plant roots. Other benefits of Pozzolan additives include sustained gradual release of nutrients and fertilizer, disease prevention, and increased absorption of nutrients provided by microbes and fertilizers. It will be available in granular grade, in bulk or 10, 20 and 50 lbs. bags.

Construction Sector

Concrete is a common building material consisting of water, sand, gravel (i.e. aggregate), and cement. Portland Cement is the most prevalent cementing material in the world. According to the Portland Cement Association (PCA), Long-Term Cement Consumption Outlook, the United States’ cement consumption is expected to reach nearly 192 million metric tons in 2035, up from current levels of an estimated 86 million metric tons in 2014.

Driven by healthy gains in the economy and most construction segments, cement use is expected to grow 7.9% in 2014 followed by increases of 8.4% in 2015 and 10.7% in 2016, according to the latest PCA forecast. The USA is the world’s 3rd largest producer of Cement. The increase will bring U.S. cement volume to 86.1 million tons this year, 93.3 million tons in 2015, and 103.2 million tons in 2016. Of the 50 US states, the top 3 producers in descending order by volume are Texas, California and Missouri.

However, it is estimated one ton of CO 2 is released for every ton of cement manufactured. The negative external byproducts of Portland Cement production include carbon dioxide and particulate matter. The costs in the form of environmental degradation from cement production presents a global problem. As such, increasing environmental regulations will continue to add to the direct costs of concrete building materials. Pozzolan blended cements lower CO 2 emissions released during Portland Cement production and reduces the overall cost of cement. The bottom line is better concrete, better price, and reduced pollution. States like California are leading the way with legislation like AB 32 which requires the reduction of CO 2 by 2020 to 1990 levels.

Pozzolan is a siliceous and aluminous mineral which is used for a variety of purposes. As a cement additive, agricultural soil amendment, feed supplement, absorbent and fire retardant.

Combinations of the economic and technical aspects and, increasingly, environmental concerns have made blended cements, i.e. cements that contain designed amounts of SCMs a widely produced and used cement type.

Blended cements currently use fly ash as the dominant additive. However, fly ash is currently being phased out in California due to stringent environmental legislation and the decreasing availability of suitable fly ash products especially in the Western US. This presents Purebase with a unique and valuable opportunity as a "clean and green" solution provider of natural Pozzolan as an additive for cement used in all types of construction.

Current practice may permit up to a 40% reduction of Portland cement used in the concrete mix when replaced with a carefully designed combination of approved Pozzolans. When the mix is designed properly, concrete can utilize Pozzolans without reducing the final compressive strength or other performance characteristics. The properties of hardened blended cements are strongly related to the development of the binder microstructure, i.e., to the distribution, type, shape and dimensions of both reaction products and pores. The beneficial effects of Pozzolan addition in terms of compressive strength performance and durability are mostly attributed to the pozzolanic reaction in which calcium hydroxide is consumed to produce additional C-S-H and C-A-H reaction products. These pozzolanic reaction products fill in pores and result in a refining of the pore size distribution or pore structure. This results in a lowered permeability of the binder and increased strength.

Pozzolan also has a cost advantage over the currently used number one and two SCM’s which are Type C & F fly ash. The current cost of burned coal by-product fly ash is approximately $78/ton. We plan to produce a raw Pozzolan SCM at very competitive rates. Cartage will play a major factor in pricing, but there is still a substantial cost margin between fly ash and Pozzolans.

CORE BUSINESS ASSETS

Purebase’s main emphasis is the commercialization of our three mining properties. The Company has two Pozzolan projects, one located in Northern California, and the other in Southern California to serve those areas as primary markets for the agricultural and construction sectors. The Company’s potassium sulfate project is located in south central Nevada which is close to the central valley markets we expect to serve with our agricultural products.

Company Owned Properties

Snow White Mine in San Bernardino County, CA

As previously disclosed on Form 8-K filed with the SEC on December 2, 2014, on November 28, 2014 US Mining and Minerals Corporation entered into a Purchase Agreement in which US Mining and Minerals Corp. agreed to sell its fee simple property interest and certain mining claims to US Mine Corp. On December 1, 2014, US Mine Corp assigned its rights and obligations under the Purchase Agreement to the Company pursuant to an Assignment of Purchase Agreement. As a result of the Assignment, the Company assumed the purchaser position under the Purchase Agreement. The Purchase Agreement involves the sale of approximately 280 acres of mining property containing 5 placer mining claims known as the Snow White Mine. The Snow White Mine property is located near Barstow, California in San Bernardino County. The property is covered by a Conditional Use Permit allowing the mining of the property and a Plan of Operation and Reclamation Plan has been approved by San Bernardino County and the US Bureau of Land Management.

As with the Long Valley Pozzolan deposit, the Snow White Mine deposit geology and chemical makeup of Pozzolan make it an ideal mineral for use as an SCM. This 280 acre combination of owned property (80 acres) and Non-Patented Placer Claims (200 acres) includes 8.33 acres which are conditionally permitted and ready for further development.

Based upon the methodology of the available geological reports for this project, combined with local knowledge of the site and the application of reasonable volume calculations, the Company believes there is an economically viable accessible combined ore body of mined pumice, tuff/brecia, perlite, and ryolite ore within the full 280 acre Snow White Mine property. Purebase is currently preparing a drill program that will helpto delineate the pumice, tuff/brecia, perlite, and ryolite strata thicknesses, dimensions and size.

Purebase Properties Acquired

Placer Mining Claims USMC 1-50

On July 30, 2014 Purebase entered into a Placer Claims Assignment Agreement pursuant to which Scott Dockter and Teresa Dockter assigned their rights to certain Placer Mining Claim Notices filed and recorded with the US Bureau of Land Management (the “BLM”) relating to 50 Placer mining claims identified as “USMC” 1” thru “USMC 50” covering 1,145 acres of mining property located in Lassen County, California and known as the “Long Valley Pozzolan Deposit”. Purebase issued 12,708,000 shares of its common stock to Scott Dockter in exchange for these Mining Rights.

The Long Valley Pozzolan Deposit is a placer claims resource in which Purebase holds non-patented mining rights to 1,145 acres of contiguous placer claims within the boundaries of a known and qualified Pozzolan deposit. This area clearly defined in a State sponsored report show this area is underlain by mineral deposits for which geological information indicates that significant inferred resources of natural pozzolan are present. Purebase is currently preparing a drill program that will help to further define the estimated reserves within the boundaries of our claims in this known deposit and begin the initial phases of the permitting processes.

The Placer Claims Assignment Agreement is set forth herein as Exhibit 10.2.

Federal Mineral Preference Rights Lease in Esmeralda County, NV

On October 6, 2014 Purebase entered into an Assignment of Lease from US Mine Corp. pursuant to which Purebase acquired the rights to a Preference Rights Lease granted by the BLM covering approximately 2,500 acres of land located in the Mount Diablo Meridian area of Nevada.

Contained in the leased property is the Chimney 1 Potassium/Sulfur Deposit which consists of 15.5 acres of land fully permitted for mining operation which is situated within the 2,500 acres held by Purebase under a Federal Mineral Preference Right Lease in Esmeralda County, NV. This deposit of potassium and sulfur is described as being in an elongated dike like or neck like mass of ryolite having the appearance of being intrusive into gently folded white and red sedimentary ryolitic tuffs or Tertiary age. Sulfur occurs in this area as irregular seams and blebs in altered Tertiary sedimentary rocks and welded tuffs.

Phase I planning includes continued exploration, expansion and development of the existing permitted mine site. Included in the Phase II planning is the installation of onsite crushing and sizing machinery, truck scale and other equipment at the mine site.

The Preference Rights Lease Assignment Agreement is set forth herein as Exhibit 10.3.

Intellectual property applicable to cement and other products of interest to Purebase

On November 24, 2014 Purebase entered into a Plan and Agreement of Reorganization pursuant to which it acquired 100% of the membership interests in US Agricultural Minerals, LLC, a Nevada limited liability company, the Manager-Members of which were, Scott Dockter (50%), John Bremer (25%) and Laura Bremer (25%). John and Laura Bremer are husband and wife. Purebase issued 115,000 shares of its common stock and assumed $1,000,000 of debt in exchange for 100% ownership of US Agricultural Minerals, LLC (“USAM”). USAM has developed certain intellectual property applicable to making cement and other products of interest to Purebase. Specifically, USAM has done extensive research and testing of the Potassium Sulfate deposit, Lignite deposit and the Pozzolan deposits for agricultural applications and use as a high grade SCM.

The Plan and Agreement of Reorganization between Purebase, USAM and the USAM Members is set forth herein as Exhibit 10.4.

Contract Mining Agreement

Purebase entered into a Contract Mining Agreement with US Mine Corp. dated November 1, 2013 pursuant to which US Mine Corp. agrees to provide various technical evaluations and mine development services to Purebase with regard to the various mining properties/rights owned by Purebase.

The Contract Mining Agreement is set forth as Exhibit 10.5.

Risk Factors Affecting Future Operating Results

As the business of Purebase will now become the primary business of the Company, the following risk factors relate to Purebase and its business.

BUSINESS RISKS

Purebase is a new company with limited operating history which makes the evaluation of its future business prospects difficult.

The Company has only recently changed its business focus from a web-based service provider to boaters to its current business of developing industrial and natural resources. Most of this new business will be conducted by Purebase which is a development stage company which only recently was formed and commenced its business. Consequently, it has only limited operating history and an unproven business strategy and mining properties that have yet to be developed. Purebase’s primary activities to date have been the design of its business plan and identifying and acquiring various natural mineral property rights or leases relating to projects which fit Purebase’s project profile. As such we may not be able to achieve positive cash flows and our lack of operating history makes evaluation of our future business and prospects difficult. Neither the Company nor Purebase has generated any revenues to date. The Company’s success is dependent upon the successful identification and development of suitable mineral exploration projects. Any future success that we might achieve will depend upon many factors, including factors beyond our control which cannot be predicted at this time. These factors may include but are not limited to: changes in or increased levels of competition; the availability and cost of bringing exploration stage mineral projects into production; the amount of industrial and/or natural resource reserves identified and the market price of and the uses for such minerals. These conditions may have a material adverse effect upon Purebase’s and the Company’s business operating results and financial condition.

As a relatively new company, Purebase is unable to predict future revenues which makes an evaluation of its business speculative.

Because of the Company’s new business focus and Purebase’s lack of operating history and the introduction of its mining development strategy, their ability to accurately forecast revenues is very difficult. Future variables include the market for the natural resources being mined by Purebase, the price of various mineral resources and the availability of suitable advanced stage exploration projects. To the extent we are unsuccessful in establishing our business strategy and increasing our revenues through our own mining property or through our subsidiary, Purebase, we may be unable to appropriately adjust spending in a timely manner to compensate for any unexpected revenue shortfall or will have to reduce our operating expenses, causing us to forego potential revenue generating activities, either of which could have a material adverse effect in our business, results of operations and financial condition.

Purebase expects its operating expenses to increase in the future with no assurance that revenues will be sufficient to cover those expenses and delaying or preventing Purebase from achieving profitability.

As the Company’s and Purebase’s business grows and expands, the Company will spend substantial capital and other resources on developing its various mining projects, research and development of uses for its minerals being mined, establishing strategic relationships and operating infrastructure. Purebase expects its cost of revenues, property development, general and administrative expenses, to continue to increase. If revenues do not increase to correspond with these expenses or if outside capital is not secured, there may be a material adverse effect on our business, cash flow and financial condition.

If the Company fails to raise additional capital to fund its business growth and project development, the Company’s new business could fail.

The Company anticipates having to raise significant amounts of capital to meet its anticipated needs for working capital and other cash requirements for the near term to develop its mining properties and uses for its mineral resources. The Company will attempt to raise such capital through the issuance of stock or incurring debt. However, there is no assurance that the Company will be successful in raising sufficient additional capital and we have no arrangements for future financing and there can be no assurance that additional financing will be available to us. If adequate funds are not available or are not available on acceptable terms, our ability to fund the Company’s mining projects, take advantage of potential acquisition opportunities, develop or enhance the uses of its mineral resources or respond to competitive pressures would be significantly limited. Such limitation could have a material adverse effect on the Company’s business and financial condition.

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

We expect to raise additional funds in debt or equity financings if they are available to us on terms we believe reasonable to provide for working capital, carry out mining development programs or to make acquisitions. Any sales of additional equity or convertible debt securities would result in dilution of the equity interests of our existing stockholders, which could be substantial. Additionally, if we issue shares of preferred stock or convertible debt to raise

funds, the holders of those securities might be entitled to various preferential rights over the holders of our Common Stock, including repayment of their investment, and possibly additional amounts, before any payments could be made to holders of our Common Stock in connection with an acquisition of the Company. Additional debt, if authorized, would create rights and preferences that would be senior to, or otherwise adversely affect, the rights and the value of our Common Stock and would have to be repaid from future cash flow before there would be any return to investors.

Our business will depend on certain key Purebase personnel, the loss of which would adversely affect our chances of success.

Purebase’s success depends to a significant extent upon the continued service of its senior management, key executives and consultants. We do not have “key person” life insurance policies on or any employment agreement with any of our officers or other employees. The loss of the services of any of the key members of senior management, other key personnel, or our inability to retain high quality subcontractor and mining personnel may have a material adverse effect on our business and operating results.

Purebase stockholders will be able to control the Company.

As a result of the Reorganization, the initial stockholders of Purebase were issued common stock of the Company representing 61% of the Company’s outstanding common stock. Accordingly, Mr. Dockter and other former Purebase stockholders will have the ability to control the affairs of the Company for the foreseeable future.

A decline in the price of natural resources will adversely affect our chances of success.

The Company’s business plan is based on current development costs and current prices of pozzolan, silica, copper and other natural resources being developed by the Company. However the price of minerals can be very volatile and subject to numerous factors beyond our control including industrial and agricultural demand, inflation, the supply of certain minerals in the market, and the costs of mining, refining and shipping of the minerals. Any significant drop in the price of these natural resources will have a materially adverse affect on the results of our operations unless we are able to offset such a price drop by substantially increased production.

We have not yet developed our existing mining projects and have not established any Proven or Probable Reserves.

The Company and Purebase have to date identified and acquired an interest in several mineral resource projects. However, neither the Company nor Purebase has commenced development of these projects. While the Company and Purebase believe that, based upon available data and the assumptions used and judgments made in interpreting such data, the properties/interests currently owned will yield commercially viable amounts of mineral resources, neither the Company nor Purebase have done the necessary exploration/evaluation to establish any proven or probable reserves. Therefore we are unable to determine the quantity and quality of the mineral resources we may be able to recover. There is significant uncertainty in any resource estimate such that the actual deposits encountered or reserves validated and the economic viability of mining the deposits may differ materially from our expectations.

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

We expect to acquire rights to some of our mineral properties from leaseholds or purchase option agreements that require the payment of option payments, rent, minimum development expenditures or other installment fees or specified expenditures. If we fail to make these payments when they are due, our mineral rights to the property may be terminated. This would be true for any other mineral rights which require payments to be made in order to maintain such rights.

Some contracts with respect to mineral rights we may acquire may require development or production schedules. If we are unable to meet any or all of the development or production schedules, we could lose all or a portion of our interests in such properties. Moreover, we may be required in certain instances to pay for government permitting or posting reclamation bonds in order to maintain or utilize our mineral rights in such properties. Because our ability to make some of these payments is likely to depend on our ability to generate internal cash flow or obtain external financing, we may not have the funds necessary to meet these development/production schedules by the required dates.

Mineral exploration and mining are highly regulated industries.

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

The Auditor’s Report states there is substantial uncertainty about the ability of the Company and Purebase to continue its operations as a going concern.

In their audit report dated April 11, 2014 included in the Company’s Form 10-K filed with the SEC on April 11, 2014, our auditors expressed an opinion that substantial doubt exists as to whether we can continue as an ongoing business. In addition, the audit report dated December 22, 2014 relating to Purebase also contains a “going concern” caveat as to its ability to continue as a going concern. We believe that if we do not raise additional capital from outside sources in the near future or if the development of our mining properties does not proceed as planned, we may be forced to delay the implementation of our business plans.

Management May be Unable to Implement the Business Strategy

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

SECURITIES RISKS

Most of the Company’s outstanding shares are subject to resale restrictions.

The shares of the Company’s common stock issued in the Reorganization transaction as well as shares held by affiliates are subject to resale restrictions and are deemed to be “restricted” or “control” shares as defined in Rule 144 under the Securities Act of 1933 (the “1933 Act”). Consequently, these shares cannot be freely sold unless registered under the 1933 Act or sold pursuant to an available exemption under Rule 144. However, since the Company has been previously designated as a “shell company” under the 1933 Act, the resale exemptions under Rule 144 will not be available for a period of one year from the date this Form 8-K was filed with the US Securities and Exchange Commission (the “SEC”). See Item 5.06 below.

Inadequate market liquidity may make it difficult to sell our stock.

There is currently a very limited public market for our Common Stock, but we can give no assurance that there will always be such a market. Only a limited number of shares of our Common Stock are actively traded in the public market and we cannot give assurance that the market for our stock will develop sufficiently to create significant market liquidity and stable market prices in the future. An investor may find it difficult or impossible to sell shares of our Common Stock in the public market because of the limited number of potential buyers at any time or because of fluctuations in our market price. In addition, the shares of our Common Stock are not eligible as a margin security and lending institutions may not accept our Common Stock as collateral for a loan.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The Company has not included a discussion and analysis of its financial condition and results of operation as management believes a discussion of the Company’s past operations would not be indicative of its new line of business resulting from the above referenced Reorganization and the Company’s new wholly-owned subsidiary has only been in existence for a short period of time and has conducted only limited operations to date.

Legal Proceeding

Purebase and US Agricultural Minerals, LLC along with certain principals of those entities were named as defendants in a Complaint filed in the Second Judicial District Court in Washoe County, Nevada (Case # CV14 01348) on June 23, 2014. The Complaint was filed by Madelaine and Edwin Durand alleging various causes of action including breach of contract and misrepresentations by various defendants and certain principals of Purebase and USAM. The substance of the Complaint involves the alleged breach and other wrongful acts pertaining to a Mineral Lease Contract and a Non-Disclosure, Confidentiality and Non-Compete Agreement entered into between the Plaintiffs and the Defendants. On September 11, 2014 a Motion to Dismiss was filed on behalf of all Defendants and is pending awaiting determination by the Court.

SECTION 3 – SECURITIES AND TRADING MARKETS

After the Reorganization described above, the Company’s shares of common stock will continue to be listed on the OTCQB under the trading symbol “POCO”. However, the Company anticipates changing its name to “Purebase Mills, Inc.” which would result in a change to its trading symbol.

Item 3.02 Unregistered Sales of Equity Securities

As a result of the Reorganization discussed above, the Company will issue up to 45,817,802 shares of its common stock in exchange for all of the issued and outstanding stock of Purebase. The exchange will involve 80 stockholders of Purebase (“Purebase Stockholders”). Each Purebase Stockholder represented to the Company that the securities were being acquired for investment purposes only and not with an intention to resell or distribute such securities. Each of the Purebase Stockholders had access to information about the Company’s business and financial condition and was deemed capable of protecting his or her own interests. The shares being issued in this Reorganization are being issued pursuant to the private placement exemption provided by Section 4(2) or Section 4(6) of the Securities Act. The securities are deemed to be “restricted securities” as defined in Rule 144 under the Securities Act and the stock certificates will bear a legend limiting the resale thereof.

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.01 Change in Control of Registrant

As a result of the Reorganization described above, a change of control of the Company occurred as of December 23, 2014. As a result of the Reorganization, the Company will issue a total of 45,817,802 shares of its common stock to the stockholders of PUREBASE on a 1-for-1 ratio to their stock ownership in Purebase. Although only four of the former stockholders of Purebase now beneficially own more than 5% of the Company’s outstanding common stock, the total number of shares to be issued pursuant to the Reorganization will represent approximately 65% of the currently outstanding shares of the Company’s common stock.

In addition, as part of the Reorganization, John Bremer will be appointed to the Board of Directors.

Other than as disclosed above, there were no other arrangements between the Company and the new Officers and Directors which may result in a future change of control of the Company.

Item 5.02 Departure of Director; Appointment of Directors; Appointment of Certain Officers

Background information on each of the new Officers of the Company is set forth below.

A. Scott Dockter, age 58, has been the CEO, President and a Director of the Company since September 24, 2014 and President and a Director of Purebase, Inc. since January 22, 2014. Mr. Dockter also serves as the CEO and a Director of US Mine Corp. from 2012 to the present. US Mine Corp. is a private company focusing on the development and contract mining of industrial mineral and metal projects. Over the course of his 30-year career, Mr. Dockter has been responsible for the development of several large open pit and underground mines in the USA, having worked extensively in the states of Nevada, California, Idaho, and Montana. Mr. Dockter has had comprehensive involvement in all aspects of the mining business, including exploration, permitting, mine development, financing, operations, asset acquisitions, and marketing and sales. His experience covers a wide range of commodities including industrial minerals, gold, silver, copper and other precious metals. Mr. Dockter has over 18-years’ experience as a director in the public markets, and has broad experience in the debt and equity markets. He has personally owned mines, operated mines, constructed mine infrastructures (physical, production and process) and produced precious metals. Mr. Dockter holds a Class A Engineering License and a General Engineering License in the state of California. Mr. Dockter is not currently an officer or director of any other reporting company.

Calvin Lim , age 57, was appointed to the Board of Directors on October 27, 2014. Mr. Lim owned and operated two large Chinese restaurants in Sacramento from 1981 to 2003. From 1984 to 2006 he served as President of Hoi Sing Inc., which was a company which invested in properties located in Hong Kong and China and he is co-owner of the Oriental Trading Company which is involved in the Chinese imports and exports business. Mr. Lim earned his bachelor’s degree in Business Administration from Sacramento State University. Mr. Lim is not currently an officer or director of any other reporting company.

John Bremer , age 64, will be appointed a Director of the Company as a result of the Reorganization. Mr. Bremer is a seasoned executive managing successful business’s for the past 35 years. He is a senior executive of U.S Mine Corp. and remains the current CEO of GroWest, Inc. a holding company with subsidiary companies in the heavy equipment rental and property development business in California. Mr. Bremer started his career teaching college level horticulture and soil science classes. When Mr. Bremer moved on from traching he opened and managed large mining operations for Riverside Cement and California Portland Cement Company. During his time working with cement producers he was engaged in several cement solutions. An example was helping design material input methodologies to reduce the Nitrogen Oxide emissions from calcining cement. This interaction and knowledge of the cement industry has led to the creation of proprietary cement replacement products. Mr. Bremer also developed a large organic composting operation in Riverside County which provided a successful management solution for bio solids from

Los Angeles, Orange and Riverside Counties. Once that company completed its development and was well positioned, he successfully sold it to Synagro Technologies, the company continues today as a part of The Carlyle Group. Mr. Bremer has successfully developed several other properties in the Riverside County and Napa Valley which included comprehensive experience in permitting processes. Mr. Bremer earned his Bachelor’s degree in Agri Business from California State Polytechnic University, Pomona, CA.

Amy Clemens, age 58, was appointed as the Chief Financial Officer and Corporate Secretary of the Company on October 27, 2014. Ms. Clemens holds similar positions with Purebase, Inc. Ms. Clemens has over 30 years’ experience in corporate finance, budget, internal audit and business management. Before joining the Company she served as the Chief Operations Officer for OPTEC Solutions, LLC, providing manned and unmanned aerial solutions to the Department of Defense. She also brings several years’ experience working in the petrochemical industry. She is also President of an all-volunteer organization known as the Golden West Aviation Association. Ms. Clemens earned her bachelor’s degree in History with a minor in Business and master’s degree in History from the University of Texas at San Antonio. Currently, she is working on her degree in Doctoral Management from the University of Phoenix. Ms. Clemens is not currently an officer or director of any other reporting company.

Compensation of Officers and Directors

The Company paid consulting fees to the following Officers/Directors during the year ended November 30, 2014:

Scott Dockter, CEO	$	175,000
Amy Clemens, CFO	$	53,000
JAAM Capital Corp (of which Kevin Wright is a Principal)	$	10,000
Baystreet Capital Corp (of which Todd Gauer is a Principal)	$	38,000

The Company intends to pay cash compensation to its officers and consulting fees to entities providing services to the Company and owned by its Directors in the future as determined and approved by the Company’s Board of Directors. The Company plans to enter into employment agreements with certain of its key executives.

The Company’s Board will determine compensation levels and components for Named Executive Officers (“NEOs”) to attract, retain, and motivate talent in our competitive market environment while focusing the management team and Purebase on the creation of long-term value for stockholders. Positions included as NEOs during 2015 will include: Chief Executive Officer, Chief Financial Officer and Vice Presidents. Other positions may be added as business conditions warrant. If an NEO is also a Director, such NEO will abstain from participating in or voting on his/her own compensation package.

Our Board will apply four elements to the determination of compensation for NEO’s: base salary (cash), short-term incentives (bonus – cash, equity, or both), long-term incentives (options), and benefits. The total compensation package will reflect the Company’s “Pay for Performance” philosophy, which is to couple employee rewards with the interests of stockholders. We believe strongly that retention and motivation of successful employees is in the long-term interest of stockholders. Further, we believe in development and internal promotion of proven, existing employees whenever optimal for the interests of the Company. When cash flow permits, the Board will target the total compensation level over time to be competitive with comparable companies in our industry segments and geographic locations.

The Company has no long-term compensation or retirement plans or stock incentive plans at the present time.

Transactions with Related Parties

The Company acquired the rights to purchase the Snow White Mine property from US Mine Corp., which is a Nevada corporation of which Scott Dockter and John Bremer are owners and executive officers. Purebase acquired the Mineral Preference Rights Lease in Esmeralda County, NV from US Mine Corp. The Contract Mining Agreement provides for US Mine Corp. to provide various technical evaluations and mine development services to Purebase.

Purebase acquired the Placer Mining Claims USMC 1-50 from Scott Dockter.

Intellectual property applicable to cement and other products of interest to Purebase was acquired through the acquisition of US Agricultural Minerals, LLC which is a Nevada limited liability company of which Scott Dockter and John Bremer are Manager-Members.

During the fiscal year ended November 30, 2014 Purebase paid rent of $50,286 for office space to Optec Solutions. Amy Clemens, the CFO of Purebase, is part owner of Optec Solutions.

Purebase entered into a Contract Mining Agreement with US Mine Corp pursuant to which US Mine Corp will provide various technical evaluations and mine development services to Purebase.

During 2013, GroWest Corporation advanced $129,784 to Purebase to fund ongoing business operations. GroWest is a company owned by John Bremer, who is a major stockholder of Purebase. The advance was repaid in full during 2014.

Purebase entered into a Consulting Agreement with Baystreet Capital Corp. to provide investor relations and other services as requested by Purebase. The Consulting Agreement will continue until terminated by one or both parties. Todd Gauer is a principal of Baystreet Capital and is a shareholder, officer and director of Purebase.

Purebase entered into a Consulting Agreement with JAAM Capital Corp. to provide business development and marketing services as requested by Purebase. The Consulting Agreement will continue until terminated by one or both parties. Kevin Wright is a principal of JAAM Capital and is a shareholder, officer and director of Purebase.

Security Ownership of Certain Beneficial Owners and Management after the Reorganization

The following tables set forth as of November 30, 2014, the ownership of the Company’s and Purebase’s common stock by each person known to be the beneficial owner of more than 5% of the Company’s outstanding common stock, its current and proposed directors, and its executive officers and directors as a group. To the Company’s best knowledge, the persons named have sole voting and investment power with respect to such shares, except as otherwise noted. Except for changes resulting from the current Reorganization, there are no known pending or anticipated arrangements that may cause a change in control.

Name and Address	Number of Shares Owned Beneficially	Percentages Before Reorg	Percentages After Reorg (1)
A.Scott Dockter, CEO and Director 3090 Boeing Road Cameron Park, CA 95682	18,400,000 (Port of Call Online) 4,156,862 (Purebase)	67%	32.1%
Amy Clemens, CFO 1670 Sierra Ave., Ste. 402 Yuba City, CA 95993	161,500 (Purebase)	0%	*
Calvin Lim, Director 6580 Haven Side Drive Sacramento, CA 95831	-0-	0%	0%
John Bremer (2) 10490 Dawson Canyon Road Corona, CA 92883	20,081,500 (3) (Purebase)	0%	28.6%

Name and Address	Number of Shares Owned Beneficially	Percentages Before Reorg	Percentages After Reorg (1)
All Executive Officers and Directors as a group (4 people)	18,400,000 (Port of Call Online) 24,399,862 (Purebase)	67%	61%
Stockholders owning 5% or more
A.Scott Dockter 3090 Boeing Road Cameron Park, CA 95682	18,400,000 (Port of Call Online) 4,156,862 (Purebase)	67%	32.1%
John Bremer 10490 Dawson Canyon Road Corona, CA 92883	20,081,500 (3) (Purebase)	0%	28.6%
Baystreet Capital 136 Turtle Cove Road Turks & Caicos Islands British West Indies	10,770,400 (Purebase)	0%	15.3%
Kevin Wright 1 Yonge Street, Ste. 1801 Toronto, ON M5E 1W7	7,111,400 (4) (Purebase)	0%	10.1%

* Represents less than 1% of outstanding shares.

(1) Assumes the issuance of 45,817,802 shares in the Reorganization.

(2) Proposed Director

(3) Amount includes 28,750 shares held by Mr. Bremer’s wife.

(4) Amount includes 3,625,000 shares held by Mr. Wright’s immediate family.

Item 5.06 Change in Shell Company Status

The Company believes that upon consummation of this Reorganization, as described above, the Company will commence significant operations in support of its new business of exploration and development of natural mineral mining properties located initially in California and Nevada. While the Company has not yet generated business revenue, it is starting this new line of business with significant assets which it believes can be developed and mineral resources made available for sale in the relatively near future. Consequently, upon completion of the Reorganization with Purebase, the Company will no longer meet the criteria for a “shell company” as defined in Rule 12b-2 under the Securities Exchange Act of 1934.

SECTION 8 – OTHER EVENTS

Item 8.01 Other Events

As a result of the Reorganization, the Company intends to amend its Articles of Incorporation to change its name from Port of Call Online, Inc. to Purebase Mills, Inc. to more accurately reflect its new business. This name change will cause a change to the Company’s OTCQB trading symbol.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

	(a)	Financial Statements of Business Acquired

		Pursuant to Item 9.01(c) the audited financial statements of Purebase, Inc. are included in this initial Form 8-K.

	(b)	Proforma Financial Information

		Pursuant to Item 9.01(c) the pro forma financial information as required by Rule 8-05 of Regulation S-X are included in this initial Form 8-K.

	(c)	Exhibits

	2.1	Plan and Agreement of Reorganization between Port of Call Online, Inc. and Purebase, Inc. and Certain Stockholders of Purebase, Inc. dated December 23, 2014.

	10.2	Placer Claims Assignment Agreement dated July 30, 2014.

	10.3	Preference Rights Lease Assignment Agreement dated October 6, 2014.

	10.4	Plan and Agreement of Reorganization Between Purebase, Inc., US Agricultural Minerals, LLC and the Members of US Agricultural Minerals, LLC dated November 24, 2014.

	10.5	Contract Mining Contract dated November 1, 2013.

	23.1	Accountant's Consent

SIGNATURE

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 hereunto duly authorized.

Date: December 23, 2014	PORT OF CALL ONLINE, INC.

	By:	/s/ A.Scott Dockter
		A.Scott Dockter, Chief Executive Officer

Item 9.01(a) Financial Statements of Business Acquired

Financial Statements of Business Acquired

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Purebase, Inc.

We have audited the accompanying consolidated balance sheets of Purebase, Inc. (a Delaware corporation) and Subsidiary as of November 30, 2014 and 2013, and the related consolidated statements of operations, stockholders’ deficit and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards established by the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Purebase, Inc. and Subsidiary as of November 30, 2014 and 2013, and the consolidated results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred significant operating losses and negative cash flows from operations during the years ended November 30, 2014 and 2013. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans regarding those matters also are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty

Rose, Snyder & Jacobs LLP

Encino, California

December 22, 2014

F - 1

PUREBASE, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETs

	November 30,
	2014			2013

ASSETS
Current assets
Cash	$	171,720		$	-
Prepaid expenses and other current assets		9,939			-
Due from related parties		60,499			-
Advances to officer		28,000			-
Total Current Assets		270,158			-

Property and Equipment
Equipment		35,152			35,152
Autos and Trucks		25,061			25,061
Accumulated Depreciation		(16,393	)		(4,350	)
Total Property and Equipment	$	43,820		$	55,863

Mineral Rights Acquisition Costs		200,000			200,000

Total Assets	$	513,978		$	255,863

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts Payable	$	58,692		$	3,355
Accrued Liabilities		48,361			-
Notes Payable Current		200,000			-
Total Current Liabilities		307,053			3,355
Long Term Debt		1,000,000			679,784
Total Liabilities		1,307,053			683,139

Commitments and contingencies

Stockholders' Deficit
Common stock, $0.001 par value, 75,000,000
shares authorized, 45,817,802, and 115,000
shares issued and outstanding		45,818			115
Additional paid-in capital		445,166			(115	)
Accumulated Deficit		(1,284,059	)		(427,276	)
Total Stockholders' Deficit		(793,075	)		(427,276	)

Total Liabilities ad Stockholders' Deficit	$	513,978		$	255,863

The above data represents the combined financial position of Purebase, Inc. and U. S. Agricultural Minerals, LLC

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

F - 2

PUREBASE, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF OPERATIONS YEAR

ENDED NOVEMBER 30, 2014 AND 2013

				(8 Months)
	2014			2013

Revenue	$	-		$	-
Cost of Sales		-			-
Gross Profit		-			-

Operating Expenses
General and administrative		665,608			37,721
Exploration costs		123,050			363,072
Depreciation and amortization		12,043			4,350
Total Operating Expenses		800,701			405,143

Other Income (Expense)
Other Expense		(15,989	)		(9,887	)
Interest Expense		(40,093	)		(12,246	)
Total Other Income (Expense)		(56,082	)		(22,133	)


Net Income (Loss)	$	(856,783	)	$	(427,276	)

Net Income (Loss) Per Share - Basic and Diluted	$	(0.02	)	$	(3.72	)

Weighted Average Shares Outstanding Basic and Diluted*	$	45,563,843		$	115,000




* Weighted average shares outstanding is adjusted retroactively for the effects of the 2.3-to-1

The above data represents the combined results of operations of Purebase, Inc. and U. S. Agricultural Minerals, LLC

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

F - 3

PUREBASE, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

	Common Shares				Additional Paid-in
	Shares		Amount		Capital			Accumulated Deficit			Total

Opening Balance		-	$	-	$	-		$	-		$	-

Founders' shares in U.S. Agricultural Minerals, LLC		115,000		115		(115	)					-
Net Loss		-		-		-			(427,276	)		(427,276	)
Balance, November 30, 2014		115,000		115		(115	)		(427,276	)		(427,276	)
Founders' shares in Purebase, Inc.		45,540,000		45,540		(45,540	)		-			-
Units issued for cash		162,802		163		490,821			-			490,984
Net Loss		-		-		-			(856,783	)		(856,783	)
Balance, November 30, 2014		45,817,802		45,818		445,166			(1,284,059	)		(793,075	)


* The number of shares has been adjusted for the 2.3-to-1 forward stock split that occurred on November 21, 2014.

The above numbers represents the combined financial data of Purebase, Inc. and U. S. Agricultural Minerals, LLC

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

F - 4

PUREBASE, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

				(8 Months)
	2014			2013

OPERATING ACTIVITIES:
Net loss	$	(856,783	)	$	(427,276	)
Adjustments to reconcile net loss to net cash used
in operating activates:
Depreciation and amortization		12,043			4,350
Effect of changes in:
Prepaid expenses and other current assets		(9,939	)		-
Accounts payable and accrued expenses		103,698			3,355
Net cash used in operating activities		(750,981	)		(419,571	)

Investing Activities:
Purchase of property and equipment		-			(60,213	)
Mineral rights acquisitio costs		-			(200,000	)
Advances to officers		(28,000	)		-
Advances to relates parties		(60,499	)		-
Net cash used in investing activities		(88,499	)		(260,213	)

Financing Activities:
Proceeds from sale of equity units		490,984			-
Proceeds from notes payable		650,000			550,000
Advances from related parties		(129,784	)		129,784
Net cash provided by financing actiivities		1,011,200			679,784

Net change in cash		171,720			-
Cash, beginning of period		-			-
Cash, end of period		171,720		$	-

Interest paid in cash	$	40,093		$	12,246
Income taxes paid in cash	$	-		$	-

The above data represents the combined cash flows of Purebase, Inc. and U. S. Agricultural Minerals, LLC

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

F - 5

PUREBASE, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOVEMBER 30, 2014

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business Activity

Purebase, Inc. (“Purebase” or “the Company”) was incorporated in the state of Nevada on June 11, 2013 as an exploration and mining company which will focus on identifying and developing advanced stage natural resource projects which show potential to achieve full production. The business strategy of Purebase is to identify, acquire, define, develop and operate world-class industrial and natural resource properties and to provide mine development and operations services to mining properties located initially in the Western United States and currently in California and Nevada. The Company intends to engage in the identification, acquisition, development, mining and full-scale exploitation of industrial and natural mineral properties in the United States as its top priority. Purebase’s business plan will focus on the industrial and agricultural market sectors. The Company will seek to develop deposits of pozzolan, white silica, copper and potassium sulfate which offer a wide range of uses including construction, agriculture additives, animal feedstock, ceramics, synthetics, absorbents and electronics.

On November 24, 2014, Purebase acquired 100% ownership of US Agricultural Minerals, LLC, a Nevada limited liability company (“USAM”)that was under common majority ownership. Purebase issued 50,000 (115,000 post-split) shares of common stock for 100% of the membership interests of USAM. USAM has developed certain intellectual property applicable to making cement and other products of interest to Purebase. Specifically, USAM has done extensive research and testing of the Potassium Sulfate deposit, Lignite deposit and the Pozzolan deposits for agricultural applications and use as a high grade SCM.

Given that Purebase and USAM shared the same majority ownership during 2013 and through the acquisition by Purebase on November 24, 2014, the results of operations of USAM are combined with Purebase for 2014 and 2013 as if the acquisition had occurred in April 2013, when the business commenced operations in accordance with FASB ASC 805-50-45. Purebase and USAM are collectively referred to herein as the “Company”.

F - 6

Basis of Presentation and Going Concern

The Company incurred a net loss of $856,783 for the fiscal year ended November 30, 2014 and generated negative cash flows from operations. In addition the Company has not yet generated revenue in conjunction with its business plan. In order to support its operations, the Company will require additional infusions of cash from the sale of equity instruments or the issuance of debt instruments, or the commencement of profitable revenue generating activities. The Company is contemplating a reverse merger into a public shell company as a vehicle for raising funds.If adequate funds are not available or are not available on acceptable terms, the Company’s ability to fund its operations, take advantage of potential acquisition opportunities, develop or enhance its properties in the future or respond to competitive pressures would be significantly limited. Such limitations could require the Company to curtail, suspend or discontinue parts of its business plan.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Because of its net loss and negative cash flows from operations, its independent auditors, in their report on our financial statements as of and for the fiscal year ended November 30, 2014 and 2013, expressed substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that could result from the outcome of this uncertainty.

The consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Principles of Consolidation

All significant inter-company accounts and transactions have been eliminated in the consolidated financial statements in conformity with U.S. generally accepted accounting principles. Management believes the assumptions underlying the consolidated financial statements are reasonable.

Use of Estimates and Assumptions

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

Property and Equipment

Property and equipment are carried at cost. Depreciation is computed using straight line depreciation methods over the estimated useful lives as follows:

Equipment	5 years
Autos and trucks	5 years

F - 7

Major additions and improvements are capitalized. Costs of maintenance and repairs which do not improve or extend the life of the associated assets are expensed in the period in which they are incurred. When there is a disposition of property and equipment, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is reflected in net income.

Cash and Cash Equivalents

The Company considers cash in banks, deposits in transit, and highly liquid debt instruments purchased with original maturities of three months or less to be cash and cash equivalents. The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash balances.

Exploration Stage

The Company has not established proven or probable reserves, as defined by the United States Securities and Exchange Commission (the “SEC”) under Industry Guide 7, through the completion of a “final” or “bankable” feasibility study for any of its projects. As a result, the Company remains in the Exploration Stage as defined under Industry Guide 7, and will continue to remain in the Exploration Stage until such time proven or probable reserves have been established.

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 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.

Mineral Rights

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

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

F - 8

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.

Fair Value of Financial Instruments

Financial assets and liabilities recorded at fair value in the Company’s balancesheet are categorized based upon the level of judgment associated with the inputs used to measure their fair value. The categories, as defined by the standard, are as follows:

Level Input:		Input Definition:
Level I		Inputs are unadjusted, quoted prices for identical assets or liabilities in active markets at the measurement date.
Level II		Inputs, other than quoted prices included in Level I, that are observable for the asset or liability through corroboration with market data at the measurement date.
Level III		Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.

For certain of our financial instruments, including accounts payable and accrued expenses, the carrying amounts are approximate fair value due to their short-term nature. The carrying amount of the Company’s notes payable approximates fair value based on prevailing interest rates.

Income Taxes

The Company is expected to have net operating loss carryforwards that it can use to offset a certain amount of taxable income in the future. The Company is currently analyzing the amount of loss carryforwards that will be available to reduce future taxable income. The resulting deferred tax assets will be offset by a valuation allowance due to the uncertainty of its realization. The primary difference between income tax expense attributable to continuing operations and the amount of income tax expense that would result from applying domestic federal statutory rates to income before income taxes relates to the recognition of a valuation allowance for deferred income tax assets.

The Company has adopted FASB ASC 740-10 which clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold of more likely than not as a measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In making this assessment, a company must determine whether it is more likely than not that a tax position will be sustained upon examination, based solely on the technical merits of the position and must assume that the tax position will be examined by taxing authorities. The Company’s policy is to include interest and penalties related to unrecognized tax benefits in income tax expense. Interest and penalties totaled $0 for the fiscal years ended November 30, 2014 and 2013. The Company’s net operating loss carryforwards are subject to IRS examination until they are fully utilized and such tax years are closed. As of November 30, 2014, all of the Company tax filings are subject to examination.

F - 9

Net Income (Loss) Per Share

The Company calculates net income (loss) per share as required by Accounting Standards Codification subtopic 260-10, Earnings per Share (ASC 260-10”). Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of common shares and dilutive common stock equivalents outstanding. During the year ended November 30, 2014, warrants to purchase common stock were excluded from the computation of diluted earnings (loss) per share as their effect was anti-dilutive. There were no common stock equivalents outstanding during the year ended November 30, 2013.

Impairment of Long-lived Assets

The Company accounts for the impairment and disposition of long-lived assets in accordance with ASC 350, “Intangibles – Goodwill and Other ” and ASC 360, “Property and Equipment” . Long-lived assets to be held and used are reviewed for events or changes in circumstances that indicate that their carrying value may not be recoverable. We measure recoverability by comparing the carrying amount of an asset to the expected future undiscounted net cash flows generated by the asset. If we determine that the asset may not be recoverable, or if the carrying amount of an asset exceeds its estimated future undiscounted cash flows, we recognize an impairment charge to the extent of the difference between the fair value and the asset's carrying amount. No impairment losses were recorded during the years ended November 30, 2014 and 2013.

Recent Accounting Pronouncements

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Topic 915): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern , which states that in connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). The adoption of this update did not have a material effect on our financial statements.

In June 2014, the FASB issued ASU 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance , which eliminates the distinction and separate requirements for development stage entities and other reporting entities under U.S. GAAP. Specifically the amendment eliminates the requirement for development stage entities to 1) present inception-to-date information in the statements of income, cash flow and shareholders’ equity, 2) label the financial statements as those of a development stage entity, 3) disclose a description of the development stage activities in which the entity is engaged and 4) disclose the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. ASU 2014-10 is effective for fiscal years beginning after December 15, 2014 with early adoption permitted. The Company has adopted ASU 2014-10 during the year ended November 30, 2014.

In May 2014, the FASB issued ASU No. 2014-09 Revenue from Contracts with Customers (Topic 606) , which will supersede nearly all existing revenue recognition guidance under GAAP. ASU No. 2014-09 provides that an entity recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This update also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. ASU No. 2014-09 allows for either full retrospective or modified retrospective adoption and will become effective for the Company in the first quarter of 2018. The Company is evaluating the potential effects of the adoption of this update on its financial statements.

F - 10

In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists , which eliminates diversity in practice for the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward is available to reduce the taxable income or tax payable that would result from disallowance of a tax position. ASU 2013-11 affects only the presentation of such amounts in an entity’s balance sheet and is effective for fiscal years beginning after December 15, 2013 and interim periods within those years. Early adoption is permitted. The adoption of this update did not have a material effect on our financial statements.

NOTE 2. PROPERTIES

Placer Mining Claims Lassen County, CA

Placer Mining Claim Notices have been filed and recorded with the US Bureau of Land Management (the “BLM”) relating to 50 Placer mining claims identified as “USMC 1” thru “USMC 50” covering 1,145 acres of mining property located in Lassen County, California and known as the “Long Valley Pozzolan Deposit”.The Long Valley Pozzolan Deposit is a placer claimsresource in which Purebase holds non-patented mining rights to 1,145acres of contiguous placer claims within the boundaries of a known and qualified Pozzolandeposit. These claims were assigned to Purebase by one of its founders at his original cost basis of $0.

Federal Preference Rights Lease in Esmeralda County NV

This Preference Rights Lease is granted by the BLM covering approximately 2,500 acres of land located in the Mount Diablo Meridian area of Nevada. Contained in the leased property is the Chimney 1 Potassium/Sulfur Deposit which consists of 15.5 acres of land fully permitted for mining operation which is situated within the 2,500 acres held by Purebase. These rights are presented at their cost of $200,000.

NOTE 3. NOTES PAYABLE

On April 8, 2013, USAM issued a $1,000,000 promissory note to an unaffiliated third party. This note was assumed by Purebase on November 24, 2014 in connection with the acquisition of USAM by Purebase. The note bears simple interest at an annual rate of 5% and the principal and accrued interest are payable on May 1, 2016. Upon the occurrence of an event of default, which includes voluntary or involuntary bankruptcy, all unpaid principal, accrued interest and other amounts owing are immediately due, payable and collectible by the lender pursuant to applicable law. The balance of the note was $1,000,000 and $550,000 at November 30, 2014 and 2013, respectively.

On August 31, 2014, Purebase issued a promissory note in the amount of $200,000 for general working capital needs. The note bears interest of 5% per annum with the principal and accrued interest due on October 31, 2014.

F - 11

During the year ended November 30, 2013, the Company received non-interest bearing advances from GroWest, a company owned by a significant stockholder of Purebase. At November 30, 2013, the balance of these advances amounted to $129,784, which was repaid in full during the year ended November 30, 2014.

Future payments on notes payable at November 30, 2014 are as follows:

Years Ending
November 30
2015	$	200,000
2016		1,000,000
Total	$	1, 200,000

NOTE 4. COMMITMENTS AND CONTINGENCIES

Office and Rental Property Leases

Purebase is temporarily subletting office space from OPTEC Solutions, LLC, a company partly owned by the Company’s CFO, on a month-to-month basis. Base rent under the lease is $5,028 per month.

The BLM Preference Rights Lease requires an annual lease payment to the BLM of $30,000.

Legal Matters

Contractual Matters

On November 1, 2013, Purebase entered into an agreement with US Mine Corp, which performs services relating to various technical evaluations and mine development services to Purebase with regard to the various mining properties/rights owned by Purebase. Terms of services and compensation will be determined for each project undertaken by US Mine Corp.

On July 30, 2014 Purebase entered into a Placer Claims Assignment Agreement pursuant to which Scott Dockter and Teresa Dockter assigned their rights to certain Placer Mining Claim Notices filed and recorded with the BLM relating to 50 Placer mining claims identified as “USMC 1” thru “USMC 50” covering 1,145 acres of mining property located in Lassen County, California and known as the “Long Valley Pozzolan Deposit”.

On October 6, 2014 Purebase entered into an Assignment of Lease with US Mine Corp. pursuant to which Purebase acquired the rights to a Preference Rights Lease granted by the BLM covering approximately 2,500 acres of land located in the Mount Diablo Meridian area of Nevada. The Lease requires future payment obligations of $30,000 annually and other future contingent payments.

F - 12

Concentration of Credit Risk

The Company maintains cash accounts at a financial institution. The account is insured by the Federal Deposit Insurance Corporation (“FDIC”). The cash account, at times, may exceed federally insured limits.

NOTE 5. STOCKHOLDERS’ EQUITY

On November 21, 2014, the Company effected a 2.3-for-1 forward split of its common shares. All common stock amounts have been adjusted retroactively to reflect this stock split.

Issuance of Common Stock

Purebase issued 50,000 (115,000 post-split) shares of common stock to the three Members of US Agricultural Minerals LLC in exchange for 100% ownership of US Agricultural Minerals LLC, which were treated as founders’ shares of USAM.

On December 2, 2013 Purebase issued 19,800,000(45,540,000 post-split) shares of common stock to itsfounders.

On November 24, 2014 Purebase issued 162,802 units, comprised of one share of common stock and one warrant to purchase common stock, through a private placement to 10 investors for aggregate net proceeds of $490,984.

Common Stock Warrants

On November 24, 2014, as part of the private placement stock issuance, investors were issued warrants to purchase an additional share of Purebase common stock for an exercise price of $6.00 per share with an exercise term of one year.

Warrants outstanding at November 30, 2014 are as follows:

Shares				Exercise Price			Maturity
	162,802			$	6.00		Nov 2015

NOTE 6. RELATED PARTY TRANSACTIONS

In October 2014, Purebase acquired the Mineral Preference Rights Lease in Esmeralda County, NV from US Mine Corp., a company owned by the majority stockholders of Purebase. The consideration of $200,000 was paid directly to a third party from the proceeds from the Company’s $1,000,000 promissory note.

Purebase entered into a Contract Mining Agreement with US Mine Corp pursuant to which US Mine Corp will provide various technical evaluations and mine development services to Purebase. No services were rendered pursuant to this contract during the years ended November 30, 2014 and 2013.

F - 13

During the year ended November 30, 2014, Purebase acquired the Placer Mining Claims, “USMC 1-50”, from Scott Dockter, the Company’s Chief Executive Officer, in exchange for 12,708,000 pre-split (29,228,400 post-split)founders’ shares of common stock. These mining claims were recorded at the CEO’s historical cost basis of $0.

Prior to its acquisition by Purebase in November 2014, US Agricultural Minerals, LLC, a Nevada limited liability company,was 100% beneficially owned by Scott Dockter and John Bremer. Scott and John are collectively the majority stockholders of Purebase and Scott serves as the Company’s CEO.

During the fiscal year ended November 30, 2014, Purebase paid rent of $50,285 for office space to Optec Solutions. Amy Clemens, the CFO of Purebase, is part owner of Optec Solutions.

During the year ended November 30, 2014, the Company paid consulting fees totaling $53,000 to its CFO, and $175,000 to its CEO.

F - 14

Item 9.01(b) Proforma Financial Information

Proforma Financial Information

On December 23, 2014 Port of Call Online, Inc. ("POCO" or the "Company") a public reporting company without any business or operating activities, agreed to issue 43,709,412 shares of unregistered shares of common stock in exchange for 95.5% equity interest in Purebase, Inc. ("Purebase"), making Purebase a majority-owned subsidiary of POCO. This voluntary share exchange transaction resulted in the shareholders of Purebase obtaining a majority voting interest in the Company. Accounting principles generally accepted in the United States of America require that the company whose shareholders retain the majority interest in a combined business be treated as the acquirer for accounting purposes, resulting in a reverse acquisition. Accordingly, the share exchange transaction has been accounted for as a recapitalization of Purebase.

The following unaudited pro forma combined balance sheet reflects the combination of Purebase and POCO and the issuance of shares of POCO’s common stock to Purebase stockholders. The unaudited pro forma combined balance sheet has been derived from audited historical financial statements of Purebase provided therewith and unaudited financial statements of the Company as contained in its Form 10-Q filed with the SEC on November 14, 2014.

Although from a legal perspective, the Company acquired Purebase, from an accounting perspective, the transaction is viewed as a recapitalization of Purebase accompanied by an issuance of stock by Purebase for the net assets of the Company. This is because the Company did not have operations immediately prior to the merger, and following the merger, Purebase is the operating company. As of the closing of the Reorganization a majority of Purebase's officers and directors serve as directors of the new combined entity. Additionally, Purebase's stockholders will be issued approximately 65% of the outstanding shares of the Company after the completion of the transaction.

Given these circumstances, the transaction is accounted for as a capital transaction rather than as a business combination. That is, the transaction is equivalent to the issuance of stock by Purebase for the net assets of the Company, accompanied by a recapitalization. Because the transaction is accounted for as a capital transaction, the pro-forma financial statements do not include an income statement. In addition, the pro forma balance sheet has been prepared in such a manner that the pro forma equity section reflects the total outstanding POCO shares for the new merged entity. Additional, the Company’s accumulated deficit and additional paid-in capital accounts have been eliminated, while Purebase's accumulated deficit remains.

The following Unaudited Pro Forma Combined Balance Sheet gives effect to the aforementioned reverse acquisition based on the assumptions and adjustments set forth in the accompanying notes to the Unaudited Pro Forma Combined Balance Sheet which management believes are reasonable. The Unaudited Pro Forma Combined Balance Sheet represents the combined financial position of POCO and Purebase as of November 30, 2014 as if the reverse acquisition occurred on November 30, 2014. The unaudited pro forma combined balance sheet is not necessarily indicative of what actual results would have been had the transaction occurred at the beginning of the period, nor do they purport to indicate the results of future operations. These unaudited Pro Forma Combined Financial Statements and accompanying notes should be read in conjunction with the audited financial statements and related notes of Purebase which are included in this document.

F - 15

PUREBASE, INC.

UNAUDITED COMBINED PRO FORMA BALANCE SHEET

November 30, 2014

	Purebase, Inc			POCO			Pro Forma			Pro Forma
	11/30/2014			09/30/2014			Adjustments			Combined

ASSETS
Current assets
Cash		171,720			100			0			171,820
Due from related parties		60,499			0			0			60,499
Advances		28,000			0			0			28,000
Total Current Assets		270,158			100			0			270,258

Property and Equipment		35,152			0			0			35,152
Autos & Trucks		25,061			0			0			25,061
Accumulated Depreciation		(16,393	)		0			0			(16,393	)
Total Fixed Assets		43,820			0			0			43,820

Intangible Assets		2 00,000			0			0			2 00,000

Total Assets		513,978			100			0			514,078

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts Payable		58,692			4,100			0			62,792
Accrued Liabilities		48,361			0			0			48,361
Note Payable Current		200,000			0			0			200,000
Total Current Liabilities		307,053			4,100			0			311,153
Long Term Debt		1,000,000			0			0			1,000,000
Total Liabilities		1,307,053			4,100			0			1,311,153

Equity
Common Stock		45,818			3,050			0			48,868
Additional Paid in Capital		445,166			51,950			(59,000	)		438,116
Retained Earnings		(1,284,059	)		(59,000	)		59,000			(1,284,059	)
Total Equity		(793,075	)		(4,000	)		0			(797,075	)

Total Liability and Equity		513,978			100			0			514,078

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

F - 16

NOTES TO UNAUDITED PRO FORMA COMBINED BALANCE SHEET

1.	BASIS OF PRESENTATION

The Unaudited Pro Forma Combined Balance Sheet represents the combined financial position of Purebase, Inc. and Port of Call Online, Inc. as of November 30, 2014 as if the reverse acquisition occurred on November 30, 2014.

2.	PROFORMA ADJUSTMENT

The pro forma adjustment was made to reflect the recapitalization of Purebase, Inc.

F - 17

PLAN AND AGREEMENT OF REORGANIZATION

AMONG

PORT OF CALL ONLINE, INC.

AND

PUREBASE, INC.

AND

CERTAIN STOCKHOLDERS OF

PUREBASE, INC.

DATED DECEMBER 23, 2014

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PLAN AND AGREEMENT OF REORGANIZATION

	RECITALS	1

	SECTION I THE REORGANIZATION	1

	SECTION II CLOSING	3

	SECTION III REPRESENTATIONS AND WARRANTIES BY PUREBASE, INC. AND CERTAIN PUREBASE STOCKHOLDERS	5

	SECTION IV REPRESENTATIONS AND WARRANTIES BY PORT OF CALL ONLINE, INC	12

	SECTION V ACCESS AND INFORMATION	17

	SECTION VI COVENANTS OF PUREBASE, INC. AND PUREBASE, INC. STOCKHOLDERS	17

	SECTION VII COVENANTS OF PORT OF CALL ONLINE, INC	19

	SECTION VIII ADDITIONAL COVENANTS OF THE PARTIES	21

	SECTION IX SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS	22

	SECTION X CONDITIONS PRECEDENT TO OBLIGATIONS OF PARTIES	22

	SECTION XI TERMINATION, AMENDMENT, WAIVER	26

	SECTION XII MISCELLANEOUS	27

	EXHIBITS	31

	SCHEDULES	36

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PLAN AND AGREEMENT OF RE ORGANIZATION

This Plan and Agreement of Reorganization (“Agreement”) is entered into on this 23 rd day of December 2014 by and between PORT OF CALL ONLINE, INC., a Nevada corporation (“ POCO ”), and PUREBASE, INC., a Nevada corporation (“ PUREBASE ”), and those persons listed in Exhibit A hereto, being stockholders of PUREBASE who together hold Ninety Five percent (95%) of the outstanding stock of PUREBASE as of the date this Agreement is executed.

RECI TA LS

A. The Board of Directors of POCO and stockholders owning a majority of the outstanding shares of PUREBASE believe it is in the best interests of each entity and their respective stockholders for POCO to acquire PUREBASE through a statutory reorganization (the “ Reorganization ”) and, in furtherance thereof, have approved the reorganization.

B. Pursuant to the Reorganization, among other things, and subject to the terms and conditions of this Agreement, all of the issued and outstanding shares of capital stock of PUREBASE shall be exchanged for shares of POCO common stock and all outstanding options, warrants or other rights to acquire or receive shares of PUREBASE shall be exchanged for the right to receive shares of Common Stock of POCO.

C. POCO and its Directors, Scott Dockter and Calvin Lim and PUREBASE desire to make certain representations and warranties and other agreements in connection with the Reorganization.

NOW, THEREFORE, in consideration of the covenants, promises, and representations set forth herein, and for good and valuable consideration, intending to be legally bound hereby, the parties agree as follows:

SECTI ON I

THE REORGANIZATION

1.1

Exchange of PUREBASE Capital Stock . As of the Closing Date, PUREBASE has issued 45,817,802 shares of its common stock (the “ PUREBASE Capital Stock ”). All stockholders of PUREBASE listed on Exhibit A (the “ PUREBASE Stockholders ”), as of the date of Closing as such term is defined in Section II herein (the “ Closing ” or the “ Closing Date ”), shall transfer, assign, convey and deliver to POCO on the Closing Date, certificates representing over Ninety Five percent (95.5%) of the PUREBASE Capital Stock or such lesser percentage as shall be acceptable to POCO, but in no event less than ninety-five percent (95%) of the PUREBASE Capital Stock. The transfer of the PUREBASE Capital Stock shall be made free and clear of all liens, mortgages, pledges, encumbrances or charges, whether disclosed or undisclosed, except as the PUREBASE Stockholders and POCO shall have otherwise agreed in writing.

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1.2

Issuance of POCO Exchange Stock to PUREBASE Stockholders . As consideration for the transfer, assignment, conveyance and delivery of the PUREBASE Capital Stock hereunder, POCO shall, at the Closing, issue to the PUREBASE Stockholders, pro rata in accordance with each Stockholder’s percentage ownership of PUREBASE immediately prior to the Closing, certificates representing an aggregate of Forty Five Million Eight Hundred and Seventeen Thousand Eight Hundred and Two (45,817,802) shares of POCO common stock (the “ POCO Exchange Stock ”). The “Exchange Ratio ” shall be one-to-one (1-for-1) whereby one (1) share of POCO Stock will be exchanged for one (1) share of PUREBASE Capital Stock. The parties intend that the POCO Exchange Shares being issued will be used to acquire all outstanding PUREBASE Capital Stock. The transfer of PUREBASE Capital Stock and the issuance of POCO Exchange Stock described in this Agreement shall be referred to as the “ Exchange Transaction ”.

1.3	PUREBASE Stock Options . PUREBASE will have no outstanding options, warrants or any other right to purchase PUREBASE’s common stock on the Closing Date.

1.4

POCO Exchange Stock to be Free and Clear of Encumbrances . The issuance of the POCO Exchange Stock shall be made free and clear of all liens, mortgages, pledges, encumbrances or charges, whether disclosed or undisclosed, except as the PUREBASE Stockholders and POCO shall have otherwise agreed in writing. As provided herein, and immediately after the Closing, POCO shall have issued and outstanding: (i) not more than 70,217,802 shares of Common Stock of which 6,000,000 shall be freely tradable; and (ii) shall have no preferred stock issued and outstanding.

1.5

POCO Exchange Stock to be Restricted . None of the POCO Exchange Stock issued to the PUREBASE Stockholders, nor any of the PUREBASE Capital Stock transferred to POCO hereunder shall, at the time of Closing, be registered under U.S. securities laws but, rather, shall be issued pursuant to an exemption therefrom and be considered “restricted stock” within the meaning of Rule 144 promulgated under the Securities Act of 1933, as amended (the “ 1933 Act ”). All of the issued POCO Exchange Stock shall bear a legend worded substantially as follows:

“The shares represented by this certificate have not been registered under the Securities Act of 1933 (the “Act”) and are ‘restricted securities’ as that term is defined in Rule 144 under the Act. The shares may not be offered for sale, sold or otherwise transferred except pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the Company.”

The respective transfer agents of POCO and PUREBASE shall annotate their records to reflect the restrictions on transfer embodied in the legend set forth above. There shall be no requirement that POCO register the POCO Exchange Stock under the 1933 Act, nor shall PUREBASE or the PUREBASE Stockholders be required to register any PUREBASE Capital Stock under the 1933 Act.

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1.6

Effect of Reorganization . Upon the consummation of the Exchange Transaction and the issuance and transfer of the POCO Exchange Stock as set forth above, PUREBASE Stockholders listed in Exhibit A will hold approximately sixty-two percent (62%) of the then-outstanding common stock of POCO representing a controlling interest in POCO. The Exchange Transaction will result in PUREBASE becoming a wholly-owned subsidiary of POCO.

1.7

Tax and Accounting Consequences . The Reorganization contemplated by this Agreement is intended to constitute an exchange as contemplated by the provisions of Sections 351 and 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the “ Code ”). Each party has consulted its own tax advisors with respect to the tax consequences of the Reorganization.

SECT IO N II

CLOSING

2.1

Closing of Transaction . Subject to the fulfillment or waiver of the conditions precedent set forth in Section X herein below, the Closing shall take place at the offices of Barnett & Linn, 1478 Stone Point Drive. Ste. 400, Roseville, CA 95661, or at such other time or place as PUREBASE Stockholders and POCO may mutually agree in writing.

2.2

Closing Date . The date upon which the Closing actually occurs is herein referred to as the “ Closing Date .” The Closing Date of the Reorganization shall take place on the date that PUREBASE Stockholders owning at least 95% of the outstanding shares of PUREBASE agree to exchange their PUREBASE Shares for POCO Exchange Stock. As of the date of execution of this Agreement, PUREBASE Stockholders owning at least 95% of the outstanding shares of PUREBASE have agreed to exchange their PUREBASE Shares for POCO Exchange Stock, making the date of Execution of this Agreement the Closing Date. The Closing Date may be extended to such later date upon which the PUREBASE Stockholders and POCO may mutually agree in writing.

2.3	Deliveries at Closing .

(a)

The PUREBASE Stockholders shall deliver or cause to be delivered to POCO at Closing:

(1)

certificates representing all shares, or an amount of shares acceptable to POCO, of the PUREBASE Capital Stock as described in Section 1.1, each endorsed in blank by the registered owner;

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(2)

an agreement from each PUREBASE Stockholder surrendering his or her shares and agreeing to a restriction on the transfer of the POCO Exchange Stock as described in Section 1.5 hereof;

(3)

a copy of a consent of PUREBASE’s Board of Directors authorizing PUREBASE to take the necessary steps toward Closing the transaction described by this Agreement in the form set forth in Exhibit B;

(4)

an opinion of Linn Law Corp., counsel to PUREBASE, dated the Closing Date, in a form deemed acceptable by POCO and its counsel;

(5)

Articles of Incorporation and Bylaws of PUREBASE certified as of the Closing Date by the CEO and Secretary of PUREBASE;

(6)

a copy of a Certificate of Good Standing for PUREBASE issued not more than fifteen (15) days prior to Closing by the Nevada Secretary of State;

(7)

such other documents, instruments or certificates as shall be reasonably requested by POCO or its counsel.

(b)

POCO shall deliver or cause to be delivered to PUREBASE Stockholders at Closing:

(1)

a copy of a consent of POCO’s Board of Directors authorizing POCO to take the necessary steps toward Closing the transaction described by this Agreement in the form set forth in Exhibit C;

(2)

a copy of a Certificate of Good Standing for POCO issued not more than fifteen (15) days prior to Closing by the Nevada Secretary of State;

(3)

all of POCO’s corporate records;

(4)

executed bank forms for POCO bank accounts reflecting (i) a change in management and signatories to said bank accounts or (ii) the closure of said bank accounts;

(5)

stock certificate(s) or a computer listing from POCO’s transfer agent representing the POCO Exchange Stock to be newly issued by POCO under this Agreement, which certificates shall be in the names of the appropriate PUREBASE Stockholders, each in the appropriate denomination as set forth in Exhibit A ;

(6)

verification from the POCO stock transfer agent that as of the Closing Date POCO had 24,400,000 shares of common stock outstanding owned by eight (8) stockholders;

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(7)

an opinion of Michael Kessler, counsel to POCO, dated the Closing Date, in a form deemed acceptable by PUREBASE and its counsel;

(8)

Articles of Incorporation and Bylaws of POCO certified as of the Closing Date by the President and Secretary of POCO; and

(9)

such other documents, instruments or certificates as shall be reasonably requested by PUREBASE or its counsel.

2.4 Filings; Cooperation .

(a)

On the Closing Date, the parties shall proceed with due diligence and in good faith to make such filings and take such other actions as may be necessary to satisfy the conditions precedent set forth in Section X below;

(b)

On and after the Closing Date, POCO, PUREBASE and the PUREBASE Stockholders shall, on request and without further consideration, cooperate with one another by furnishing or using their best efforts to cause others to furnish any additional information and/or executing and delivering or using their best efforts to cause others to execute and deliver any additional documents and/or instruments, and doing or using their best efforts to cause others to do any and all such other things as may be reasonably required by the parties or their counsel to consummate or otherwise implement the transactions contemplated by this Agreement.

SECTI ON III

REPRESENTATIONS AND WARRANTIES BY PUREBASE AND

CERTAIN STOCKHOLDERS

Subject to the schedule of exceptions, attached hereto and incorporated herein by this reference, (which schedules shall be acceptable to POCO), PUREBASE and the PUREBASE Stockholders represent and warrant to POCO as follows:

3.1

Organization and Good Standing of PUREBASE . The Articles of Incorporation of PUREBASE and all Amendments thereto as presently in effect, and the Bylaws of PUREBASE as presently in effect, certified by the CEO of PUREBASE, have been delivered to POCO and are complete and correct and since the date of such delivery, there has been no amendment, modification or other change thereto.

3.2

Capitalization . PUREBASE’s authorized capital stock is 75,000,000 par value $0.001 shares of Common Stock (defined as “ PUREBASE Common Stock ”), of which 45,817,802 shares are issued and outstanding prior to the Closing Date, and held of record by eighty (80) persons, with the names of record and in the amounts set forth in Exhibit A . All of such outstanding shares are validly issued, fully paid and non-assessable. There are no outstanding options and warrants to purchase 162,802 shares of PUREBASE Common Stock at $6.00 per share which PUREBASE has reserved for future issuance. All securities issued by PUREBASE as of the date of this Agreement have been issued in compliance with Nevada law. There are no other equity securities or convertible debt obligations of PUREBASE authorized, issued or outstanding.

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3.3	Subsidiaries . PUREBASE does not have and has never had any subsidiaries or affiliated companies and has no other investments, directly or indirectly, or other financial interest in any other corporation or business organization, joint venture or partnership of any kind.

3.4

No Conflict . The execution and delivery of this Agreement by PUREBASE does not, and, as of the Closing Date, the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under (any such event, a “ Conflict ”) (i) any provision of the Articles of Incorporation or Bylaws of PUREBASE or (ii) any mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to PUREBASE or its properties or assets.

3.5

Consents . No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other federal, state, county, local or foreign governmental authority, instrumentality, agency or commission (“ Governmental Entity ”) or any third party (so as not to trigger any Conflict) is required by or with respect to PUREBASE in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

3.6

Financial Statements . PUREBASE will deliver to POCO, at Closing, a copy of PUREBASE’s audited financial statements for the period ended November 30, 2014. Other than changes in the usual and ordinary conduct of the business since November 30, 2014, there have been and, at the Closing Date, there will be no material adverse changes in such financial statements.

3.7

Absence of Undisclosed Liabilities . Save as disclosed, PUREBASE has no liabilities, indebtedness, obligations or commitments which are not adequately reflected or reserved against in the PUREBASE financial statements or otherwise reflected in this Agreement and PUREBASE shall not have as of the Closing Date, any liabilities (secured or unsecured and whether accrued, absolute, direct, indirect or otherwise) which were incurred after November 30, 2014 and would be individually or in the aggregate, material to the results of operations or financial condition of PUREBASE as of the Closing Date.

3.8	Absence of Certain Changes . Since November 30, 2014,

(a)

PUREBASE has not entered into any material transaction;

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(b)

there has been no change in the condition (financial or otherwise), business, property, prospects, assets or liabilities of PUREBASE, other than changes that both individually and in the aggregate do not have a consequence that is materially adverse to such condition, business, property, prospects, assets or liabilities;

(c)

there has been no damage to, destruction of or loss of any of the properties or assets of PUREBASE (whether or not covered by insurance) materially and adversely affecting the condition (financial or otherwise), business, property, prospects, assets or liabilities of PUREBASE;

(d)

PUREBASE has not declared, or paid any dividend or made any distribution on its capital stock, redeemed, purchased or otherwise acquired any of its capital stock, granted any options or rights to purchase shares of its stock;

(e)

there has been no material change, except in the ordinary course of business, in the contingent obligations of PUREBASE by way of guaranty, endorsement, indemnity, warranty, commitment or otherwise;

(f)

there are no loans made by PUREBASE to its employees, officers or directors outstanding of the date of this Agreement;

(g)

there has been no waiver or compromise by PUREBASE of a valuable right or of a material debt owed to it;

(h)

a total of $276,000 of consulting fees were paid to PUREBASE's officers and entities owned by PUREBASE's Directors;

(i)

there has been no labor trouble or claim of wrongful discharge or other unlawful labor practice or action;

(j)

there has been no notice of any claim of ownership by a third party of PUREBASE’s Staked Claims Property Rights (as defined in Section 3.13 below) or of infringement by PUREBASE of any third party’s Staked Claims Property Rights;

(k)

no issuance or sale by PUREBASE of any of its shares of capital stock, or securities exchangeable, convertible or exercisable therefor, or of any other of its securities except as set forth in §3.8(b) above;

(l)

except as noted, there has been no agreement or commitment by PUREBASE to do or perform any of the acts described in this Section 3.8; and

(m)

there has been no other event or condition of any character which might reasonably be expected either to result in a material and adverse change in the condition (financial or otherwise), business, property, prospects, assets or liabilities of PUREBASE or to impair materially the ability of PUREBASE to conduct the business now being conducted.

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3.9

Litigation . There are no outstanding orders, judgments, injunctions, awards or decrees of any court, governmental or regulatory body or arbitration tribunal against PUREBASE or its properties. Except as set forth in Schedule 3.9 , there are no actions, suits or proceedings pending, or, to the knowledge of PUREBASE, threatened against or affecting PUREBASE or its business, any of its officers or directors relating to their positions as such, or any of its properties, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, in connection with the business, operations or affairs of PUREBASE which might result in any material adverse change in the operations or financial condition of PUREBASE, or which might prevent or materially impede the consummation of the transactions under this Agreement.

3.10

Compliance with Laws . The operations and affairs of PUREBASE do not violate any law, ordinance, rule or regulation currently in effect, or any order, writ, injunction or decree of any court or governmental agency, the violation of which would substantially and adversely affect the business, financial conditions or operations of PUREBASE.

3.11

Employment Matters . Except as set forth in Schedule 3.11 , there are no collective bargaining, bonus, profit sharing, compensation, or other plans, agreements or arrangements between PUREBASE and any of its directors, officers or employees and there is no employment, consulting, severance or indemnification arrangements, agreements or understandings between PUREBASE on the one hand, and any current or former directors, officers or employees of PUREBASE on the other hand. PUREBASE has withheld all amounts required by law or by agreement to be withheld from the wages, salaries and other payments to employees and there exists no liability for any arrears of wages or any taxes or penalties on wages. PUREBASE is not involved in or, to PUREBASE’s knowledge, threatened with any labor dispute, grievance or litigation relating to labor, safety, disability or discrimination matters involving any Employee.

3.12	Assets . All of the assets reflected on the November 30, 2014, PUREBASE Financial Statements or acquired and held subsequent to November 30, 2014, will be owned by PUREBASE on the Closing Date.

3.13	Staked Claims Property Rights

(a)

“Staked Claims Property Rights” refer to the 50 claims that have been staked on property owned by the U.S. Bureau of Land Management (“BLM”) and controlled by the lessor. Property rights can be created by staking of claims which is permitted on U.S. Government property; however such claims must be filed with the BLM and any significant drilling or development activity will be subject to the review and approval of the BLM and the California Environmental Protection Agency (“CEPA”).

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(b)

Schedule 3.13 lists all Staked Claims Property Rights owned by, leased by, or applied for, by or on behalf of PUREBASE (the “ Purebase Staked Claims Property Rights ”) and lists any proceedings or actions before any court or tribunal (including the BLM or CEPA) related to any of the PUREBASE Property Rights;

(c)

Each of the Purebase Staked Claims Property Rights is valid and subsisting, and all necessary registration, maintenance and renewal fees in connection with such PUREBASE Staked Claims Property Rights have been paid and all necessary documents and certificates in connection with such Purebase Staked Claims Property Rights have been filed with the relevant authorities in the United States and Nevada, as the case may be;

(d)

PUREBASE has no knowledge of any facts or circumstances that would render any of the Purebase Staked Claims Property Rights invalid or unenforceable;

(e)

Each item of the Purebase Staked Claims Property Rights is free and clear of any Liens except for those listed in Schedule 3.13 . PUREBASE is the exclusive holder of all mineral exploration rights referred to in Schedule 3.13 ;

(f)

PUREBASE has taken all steps that are reasonably required to protect its Purebase Staked Claims Property Rights;

(g)

To the knowledge of PUREBASE, there are no contracts, licenses or agreements between PUREBASE and any other person with respect to Purebase Staked Claims Property Rights under which there is any dispute regarding the scope of such agreement, or performance under such agreement, including with respect to any payments to be made or received by PUREBASE thereunder;

(h)

To the best of PUREBASE’s knowledge, no person is using, infringing or misappropriating any Purebase Staked Claims Property Right; and

(i)

Neither this Agreement nor the transactions contemplated by this Agreement, by operation of law or otherwise, of any contracts or agreements to which PUREBASE is a party, will result in (i) either POCO’s or PUREBASE’s granting to any third party any right to or with respect to any Purebase Staked Claims Property Rights owned by, or leased to, either of them, (ii) either POCO or PUREBASE being bound by, or subject to, any non-compete, non-solicitation or other restriction on the operation or scope of their respective businesses, or (iii) either POCO or PUREBASE being obligated to pay any royalties or other amounts to any third party in excess of those payable by POCO or PUREBASE, respectively, prior to the Closing.

3.14

Agreements, Contracts and Commitments . PUREBASE has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract, license or commitment to which it is a party, by which it benefits or by which it is bound (any such agreement, contract, license or commitment referred to as a “ Contract ”), nor is PUREBASE aware of any event that would constitute such a breach, violation or default with the lapse of time, giving of notice or both. Each Contract is in full force and effect and, except as otherwise disclosed in Schedule 3.14 , is not subject to any default thereunder by any party obligated to PUREBASE pursuant thereto.

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3.15

Tax Matters . All federal, foreign, state and local tax returns, reports and information statements required to be filed by or with respect to the activities of PUREBASE have been timely filed. Since its formation, PUREBASE has not incurred any liability with respect to any federal, foreign, state or local taxes except in the ordinary and regular course of business.

3.16

Operating Authorities . PUREBASE has all material operating authorities, governmental certificates and licenses, permits, authorizations and approvals (“ Permits ”) required to conduct its business as presently conducted or as planned. Such Permits, if any, are set forth on Schedule 3.16 . Since PUREBASE’s inception, there has not been any notice or adverse development regarding such Permits; such Permits are in full force and effect; no material violations are or have been recorded in respect of any Permit; and no proceeding is pending or threatened to revoke or limit any Permit.

3.17	Continuation of Key Management . All key management personnel of PUREBASE intend to continue their employment or consultancy arrangement with PUREBASE after the Closing. For purposes of this Section 3.17, “key management personnel” shall include A. Scott Dockter and Kevin Wright.

3.18

Books and Records . The books and records of PUREBASE are complete and correct, are maintained in accordance with good business practice and accurately present and reflect, in all material respects, all of the transactions therein described, and there have been no transactions involving PUREBASE which properly should have been set forth therein and which have not been accurately so set forth.

3.19

Authority to Execute Agreement . The Board of Directors of PUREBASE, has duly authorized the execution and delivery by PUREBASE of this Agreement. PUREBASE has the power and authority to execute and deliver this Agreement and to take all other actions required to be taken by it pursuant to the provisions hereof. PUREBASE has taken all actions required by law, its Articles of Incorporation, as amended, or otherwise to authorize the execution and delivery of this Agreement. This Agreement is valid and binding upon PUREBASE and those Stockholders listed in Exhibit A hereto in accordance with its terms. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will constitute a violation or breach of the Articles of Incorporation, as amended, or the Bylaws, as amended, of PUREBASE, or any agreement, stipulation, order, writ, injunction, decree, law, rule or regulation applicable to PUREBASE.

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3.20	Finder’s Fees . PUREBASE and the PUREBASE Stockholders are not, and on the Closing Date will not be liable or obligated to pay any finder’s, agent’s or broker’s fee arising out of or in connection with this Agreement or the transactions contemplated by this Agreement.

3.21

Compliance with Environmental Laws . PUREBASE is: (i) in compliance with all environmental laws applicable to its activities including those relating to emissions, discharges and releases of hazardous materials into land, soil, ambient air, water and the atmosphere and (ii) is in compliance with all environmental and mining laws applicable to the exploration, extraction, treatment, storage, transportation, and disposal of hazardous materials at its exploration property sites.

3.22	Compliance with Health and Safety Laws . PUREBASE is in compliance with all health and safety laws applicable to its business.

3.23	PUREBASE Stockholders Representations .

(a)

PUREBASE Stockholders are the registered and beneficial owners of the PUREBASE Capital Stock which are validly issued and free and clear of all liens, charges and encumbrances;

(b)

PUREBASE Stockholders have good and sufficient right and authority to enter into this Agreement on the terms and conditions herein set forth and to transfer the legal title and beneficial ownership of the PUREBASE Capital Stock to POCO;

(c)

no person, firm or corporation has any written or verbal agreement or option, understanding or commitment or any right or privilege capable of becoming an agreement for the purchase of the Purebase Capital Stock; and

(d)

the PUREBASE Stockholders have no knowledge of any:

(i)

actions, suits, investigations or proceedings which could affect any of the shares of Purebase Capital Stock which are in progress, pending or threatened;

(ii)

outstanding judgments of any kind against any of the shares of Purebase Capital Stock; or

(iii)

occurrences or events which have, or might reasonably be expected to have, a material adverse effect on any of the shares of Purebase Capital Stock.

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(e)

Each Investor understands that neither the offer nor the exchange of the Shares has been registered under the Federal Securities Act of 1933, in reliance upon an exemption therefrom for non-public offerings. Each Investor understands that the Shares must be held indefinitely unless the sale or other transfer thereof is subsequently registered under the Securities Act or an exemption from such registration is available. Each Investor further understands that no documents (other than as required by a state for a securities exemption from qualification or registration) have been filed with or reviewed by any state securities administrators because of the representations made to the POCO by the Investors as to the private or limited nature of the Exchange Transaction and financial status of the Investors.

(f)

Each Investor or the Investor’s Representative has sufficient knowledge, education and/or experience to understand and evaluate the Company’s proposed business and the investment opportunity being offered.

(g)

The Exchange Shares are being acquired solely for each Investor's own account for investment purposes only and not for the account of any other person and not for distribution, transfer or resale to others, and no other person has a direct or indirect beneficial interest in such POCO Exchange Shares and the Investor has not and will not subdivided the POCO Exchange Shares with any other person.

3.24

Disclosure . At the date of this Agreement, PUREBASE and those PUREBASE Stockholders listed in Exhibit A have, and at the Closing Date they will have, disclosed all events, conditions and facts materially affecting the business and prospects of PUREBASE. PUREBASE and such Stockholders have not now and will not have at the Closing Date, knowingly withheld knowledge of any such events, conditions or facts which they know, or have reasonable grounds to know, may materially affect PUREBASE’s business and prospects. Neither this Agreement nor any certificate, exhibit, schedule or other written document or statement, furnished to POCO by PUREBASE and/or by such Stockholders in connection with the transactions contemplated by this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to be stated in order to make the statements contained herein or therein not misleading.

SECTI ON IV

REPRESENTATIONS AND WARRANTIES BY POCO

Subject to the schedule of exceptions, attached hereto and incorporated herein by this reference, (which schedules shall be acceptable to PUREBASE), POCO and its Directors, Scott Dockter and Calvin Lam (individually) represent and warrant to PUREBASE and PUREBASE Stockholders as follows:

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4.1

Organization and Good Standing . POCO is currently a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has full corporate power and authority to own or lease its properties and to carry on its business as now being conducted and as proposed to be conducted post-closing. POCO is qualified to conduct business as a foreign corporation in California and no other jurisdiction, and the failure to so qualify in any other jurisdiction does not materially, adversely affect the ability of POCO to carry on its business as most recently conducted. The Articles of Incorporation of POCO and all amendments thereto as presently in effect, certified by the Secretary of State of Nevada, and the Bylaws of POCO as presently in effect, certified by the President and Secretary of POCO, have been delivered to PUREBASE and are complete and correct and since the date of such delivery, there has been no amendment, modification or other change thereto.

4.2

Authority to Execute Agreement . The Board of Directors of POCO, pursuant to the power and authority legally vested in it, has duly authorized the execution and delivery by POCO of this Agreement and the POCO Exchange Stock, and has duly authorized each of the transactions hereby contemplated. POCO has the power and authority to execute and deliver this Agreement, to consummate the transactions hereby contemplated and to take all other actions required to be taken by it pursuant to the provisions hereof and has given such notice to or made such filing with or obtained such authorization, consent or approval of any government or governmental agency as necessary in order to consummate the transactions contemplated by this Agreement. POCO has taken all the actions required by law, its Articles of Incorporation, as amended, its Bylaws, as amended, applicable Nevada law or otherwise to authorize the execution and delivery of the POCO Exchange Stock pursuant to the provisions hereof. This Agreement is valid and binding upon POCO and enforceable in accordance with its terms.

4.3

Capitalization . POCO’s authorized capital stock consists of 520,000,000 shares of $0.001 par value common stock ( “ POCO Common Stock ”), 24,400,000 of which have been issued and outstanding prior to Closing Date and up to 45,817,802 will be issued and outstanding on the Closing Date representing the POCO Exchange Stock held of record by approximately 88 Stockholders. 10,000,000 shares of Preferred Stock are authorized and none are issued or outstanding. All authorized and/or outstanding options and warrants are set forth on Schedule 4.3 . Except as set forth in Schedule 4.3 , no other equity securities or debt obligations (other than trade payables) of POCO are authorized, issued or outstanding and as of the Closing, there will be no other outstanding options, warrants, agreements, contracts, calls, commitments or demands of any character, preemptive or otherwise, other than this Agreement, relating to any of the POCO Common Stock, and there will be no outstanding security of any kind convertible into POCO Common Stock. The shares of POCO Common Stock are free and clear of all liens, charges, claims, pledges and encumbrances whatsoever of any kind or nature that would inhibit, prevent or otherwise interfere with the transactions contemplated hereby. All of the outstanding POCO Common Stock are validly issued, fully paid and nonassessable and there are no voting trust agreements or other contracts, agreements or arrangements restricting or affecting voting or dividend rights or transferability with respect to the outstanding shares of POCO Common Stock, except for 18,400,000 shares deemed to be restricted securities subject Rule 144 resale restrictions.

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4.4

Issuance of POCO Exchange Stock . All of the POCO Common Stock to be issued to or transferred to the PUREBASE Stockholders pursuant to this Agreement, when issued, transferred and delivered as provided herein, will be duly authorized, validly issued, fully paid and nonassessable, and will be free and clear of all liens, charges, claims, pledges, restrictions and encumbrances whatsoever of any kind or nature, except those restrictions relating to Rule 144 of the 1933 Act imposed by US corporate and securities regulations.

4.5	Shareholder Approval . POCO is not required to obtain any approval of the transaction set forth in this Agreement by its outstanding shares pursuant to the General Corporation Law of Nevada.

4.6	No Violation and Non-Contravention . Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby nor compliance by POCO with any of the provisions hereof will:

(a)

violate or conflict with, or result in a breach of any provisions of, or constitute a default ( or an event which, with notice or lapse of time or both, would constitute a default) under, any of the terms, conditions or provisions of the Articles of Incorporation or Bylaws of POCO or any note, bond, mortgage, indenture, deed of trust, license, agreement or other instrument to which POCO is a party, or by which it or its properties or assets may be bound or affected; or

(b)

violate any restriction of any government, governmental agency or court, order, writ, injunction or decree, or any statute, rule, permit, or regulation applicable to POCO or any of its properties or assets.

4.7	Subsidiaries . POCO has no subsidiaries and no investments, directly or indirectly, or other financial interest in any other corporation or business organization, joint venture or partnership of any kind whatsoever.

4.8

SEC Documents; POCO Financial Statements . POCO has furnished or made available to PUREBASE true and complete copies of all reports or registration statements filed by it with the Securities and Exchange Commission (the “ SEC ”) since May 13, 2013, all in the form so filed (all of the foregoing being collectively referred to as the “ SEC Documents ”). As of their respective filing dates, the SEC Documents complied in all material respects with the requirements of the 1933 Act and/or the Securities Exchange Act of 1934 (the “ Exchange Act ”). The financial statements of POCO, including the notes thereto, included in the SEC Documents (the “ POCO Financial Statements ”) comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with generally accepted accounting principles consistently applied (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) and present fairly the consolidated financial position of POCO at the dates thereof and the consolidated results of its operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal audit adjustments).

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4.9

Litigation . There are no actions, suits, proceedings, claims, arbitration or investigations pending, or as to which POCO has received any notice of assertion against POCO, which in any manner challenges or seeks to prevent, enjoin, alter or materially delay any of the transactions contemplated by this Agreement. There are no actions, suits or proceedings threatened against or relating to POCO or its business and neither POCO or its respective directors or officers are being prosecuted for any criminal offense relating to its business, nor are any such prosecutions pending or threatened.

4.10

Contracts . Except as set forth in Schedule 4.10 , POCO is not a party to any contract of any nature whatsoever, nor is POCO a party to any written or oral commitment for capital expenditures. POCO is not a party to, nor is it or its property bound by any written or oral, express or implied, agreement, contract or other contractual obligation including, without limitation, any real or personal property leases, any employment agreements, any consulting agreements, any personal services agreements or any other agreements that require POCO to pay any money or deliver any assets or services. POCO has paid all wages, salaries and compensation to all past or present employees, consultants and officers and to the best of its knowledge, there is no dispute relating to wages, benefits or any other compensation relating to any former or terminated employee, consultant or officer. POCO has in all material respects performed all obligations required to be performed by it to date and is not in default under any agreement or other documents to which it was a party.

4.11

Liabilities. Except as set forth in Schedule 4.11 , POCO will have no debts or liabilities of any nature including in respect of any accounts payable or under any note, bond, debenture, mortgage, indenture, security arrangement, guaranty, or other instrument of indebtedness for borrowed money as of the Closing Date.

4.12	Finder’s Fees . POCO is not, and on the Closing Date, will not be liable or obligated to pay any finder’s, agent’s or broker’s fee arising out of or in connection with this Agreement or the transactions contemplated by this Agreement for which PUREBASE could become liable or obligated.

4.13

Books and Records . The books and records of POCO are complete and correct, are maintained in accordance with good business practice and accurately present and reflect in all material respects, all of the transactions therein described. To the best of POCO’s knowledge, there have been no transactions involving POCO which properly should have been set forth therein and which have not been accurately so set forth.

4.14

Disclosure . POCO has and at the Closing Date it will have, disclosed all events, conditions and facts materially affecting the business and prospects of POCO. POCO has not now and will not have at the Closing Date, withheld knowledge of any such events, conditions and facts which it knows, or has reasonable grounds to know, may materially affect POCO’s business and prospects. Neither this Agreement, nor any certificate, exhibit, schedule or other written document or statement, furnished to PUREBASE or the PUREBASE Stockholders by POCO in connection with the transactions contemplated by this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to be stated in order to make the statements contained herein or therein not misleading.

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4.15

Compliance with Law. The business of POCO has been and is presently being conducted in accordance with all applicable federal, state and local governmental laws, rules, regulations and ordinances, except such that, individually or in the aggregate, the noncompliance therewith could not reasonably be expected to have a material adverse effect. POCO has all franchises, permits, licenses, consents and other governmental or regulatory authorizations and approvals necessary for the conduct of its business as now being conducted by it unless the failure to possess such franchises, permits, licenses, consents and other governmental or regulatory authorizations and approvals, individually or in the aggregate, could not reasonably be expected to have a material adverse effect on POCO or its business.

4.16

Taxes. POCO has accurately prepared and filed all federal, state and other tax returns required by law to be filed by it, has paid or made provisions for the payment of all taxes shown to be due and all additional assessments, and adequate provisions for the payment of all taxes shown to be due and all additional assessments, and adequate provisions have been made for and are reflected in the financial statements of POCO for all current taxes and other charges to which POCO is subject and which are not currently due and payable. None of the federal income tax returns of POCO have been audited by the Internal Revenue Service. POCO has no knowledge of any additional assessments, adjustments or contingent tax liability (whether federal or state) of any nature whatsoever, whether pending or threatened against POCO for any period, nor of any basis for any such assessment, adjustment or contingency.

4.17

Material Agreements. POCO has not entered into any written or oral contract, instrument, agreement, commitment, obligation, plan or arrangement, required to be filed with the SEC (the “ Material Agreements ”) and which has not been filed with the SEC. POCO has not received any notice of default under any Material Agreement. POCO is not in default under any Material Agreement now in effect.

4.18

DTC Status. POCO’s transfer agent is a participant in and the POCO Common Stock is or will be eligible for transfer pursuant to the Depository Trust Company Automated Securities Transfer Program. The name, address, telephone number, fax number, contact person and email of the transfer agent are set forth on Schedule 4.18 hereto.

4.19

Governmental Approvals. Except for the filing of any notice prior to or subsequent to the Closing that may be required under applicable state and/or federal securities laws (which if required, shall be filed on a timely basis), no authorization, consent, approval, license, exemption of, filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, is or will be necessary for, or in connection with, the execution or delivery of the POCO Exchange Shares, or for the performance by POCO of its obligations under this Agreement.

4.20	Survival of Representations and Warranties . All of the representations and warranties of POCO and its directors or PUREBASE and its Stockholders above shall survive the Closing hereunder and continue in full force and effect for a period of twelve (12) months thereafter.

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4.21

Indemnification Provisions for Benefit of PUREBASE and PUREBASE Stockholders . In the event that POCO and/or its Directors Mr. Dockter or Mr. Lim breach any of their representations, warranties and covenants contained herein, [and, subject to the applicable survival period pursuant to 4.20 above], provided that PUREBASE makes a written claim for indemnification against POCO or its Directors Mr. Dockter or Mr. Lim within such survival period, then POCO and its Directors Mr. Dockter and Mr. Lim agree to indemnify PUREBASE and hold it harmless from and against the entirety of all actions, proceedings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, damages, dues, penalties, fines, costs, reasonable amounts paid in settlement, liabilities, obligations, taxes, liens, losses, expenses, and fees, including court costs and reasonable attorneys’ fees and expenses that PUREBASE (or POCO post- closure of this Agreement) may suffer through and after the date of the claim for indemnification (“ Adverse Consequences ”) resulting from, arising out of, relating to the breach; provided, however, that

(a)

POCO and/or its Directors Mr. Dockter and Mr. Lim shall not have any obligation to indemnify PUREBASE from and against any Adverse Consequences resulting from, arising out of, or relating to the breach of any representation or warranty until PUREBASE has suffered Adverse Consequences by reason of all such breaches in excess of a Five Thousand Dollar ($5,000) aggregate deductible (after which point POCO and its Directors Mr. Dockter and Mr. Lim will be obligated only to indemnify PUREBASE from and against further such Adverse Consequences) and

SECTI ON V

ACCESS AND INFORMATION

5.1

As to PUREBASE . Subject to the protections provided by Section 8.4 herein, PUREBASE shall give to POCO and to POCO’s counsel, if any, accountants and other representatives full access during normal business hours throughout the period prior to the Closing, to all of PUREBASE’s properties, books, contracts, commitments, and records, including information concerning mineral leases and exploration rights, held by, or assigned to, PUREBASE, and furnish POCO during such period with all such information concerning PUREBASE’s affairs as POCO reasonably may request.

5.2

As to POCO . Subject to the protections provided by Section 8.4 herein, POCO shall give to PUREBASE, the PUREBASE Stockholders and their counsel, accountants and other representatives, full access, during normal business hours throughout the period prior to the Closing, to all of POCO’s properties, books, contracts, commitments, and records, if any, and shall furnish PUREBASE and the PUREBASE Stockholders during such period with all such information concerning POCO’s affairs as PUREBASE or the PUREBASE Stockholders reasonably may request.

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SECT IO N VI

COVENANTS OF PUREBASE AND PUREBASE STOCKHOLDERS

6.1

No Solicitation . For a period of forty-five (45) days from the date of this Agreement or until the Closing Date, PUREBASE and the PUREBASE Stockholders, to the extent within each Stockholder’s control, will use their best efforts to cause its officers, employees, agents and representatives not, directly or indirectly, to solicit, encourage, or initiate any discussions with, or indirectly to solicit, encourage, or initiate any discussions with or to any person or entity other than POCO and its officers, employees, and agents, concerning any merger, sale of substantial assets, or similar transaction involving PUREBASE, or any sale of any of its capital stock or of the capital stock held by such Stockholders in excess of fifty percent (50%) of such Stockholder’s current stock holdings except as otherwise disclosed in this Agreement. PUREBASE will notify POCO immediately upon receipt of an inquiry, offer, or proposal relating to any of the foregoing. None of the foregoing shall prohibit providing information to others in a manner in keeping with the ordinary conduct of PUREBASE’s business, or providing information to government authorities.

6.2

Conduct of Business Pending the Closing Date . PUREBASE and the PUREBASE Stockholders, to the extent within each Stockholder’s control, covenant and agree with POCO that, prior to the consummation of the transaction called for by this Agreement, and Closing, or the termination of this Agreement pursuant to its terms, unless POCO shall otherwise consent in writing, and except as otherwise contemplated by this Agreement, PUREBASE and the PUREBASE Stockholders, to the extent within each Stockholder’s control, will comply with each of the following prior to Closing:

(a)

Its business shall be conducted only in the ordinary and usual course. PUREBASE shall use reasonable efforts to keep intact its business organization and good will, keep available the services of its respective officers and employees, and maintain good relations with suppliers, creditors, employees, customers, and others having business or financial relationships with it, and it shall immediately notify POCO of any event or occurrence which is material to, and not in the ordinary and usual course of business of, PUREBASE;

(b)

It shall not (i) amend its Articles of Incorporation or Bylaws or (ii) split, combine, or reclassify any of its outstanding securities, or declare, set aside, or pay any dividend or other distribution on, or make or agree or commit to make any exchange for or redemption of any such securities payable in cash, stock or property;

(c)

It shall not, except as described in Schedule 6.2(c) , (i) issue or agree to issue any additional shares of, or rights of any kind to acquire any shares of, its capital stock of any class, or (ii) enter into any contract, agreement, commitment, or arrangement with respect to any of the foregoing, except as set forth in this Agreement;

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(d)

It shall not create, incur, or assume any long-term or short-term indebtedness for money borrowed or make any capital expenditures or commitment for capital expenditures, except in the ordinary course of business and consistent with past practice;

(e)

It shall not (i) adopt, enter into, or amend any bonus, profit sharing, compensation, stock option, warrant, pension, retirement, deferred compensation, employment, severance, termination or other employee benefit plan, agreement, trust fund, or arrangement for the benefit or welfare of any officer, director, or employee, or (ii) agree to any material (in relation to historical compensation) increase in the compensation payable or to become payable to, or any increase in the contractual term of employment of, any officer, director or employee except, with respect to employees who are not officers or directors, in the ordinary course of business in accordance with past practice, or with the written approval of POCO;

(f)

It shall not sell, lease, mortgage, encumber, license or otherwise dispose of or grant any interest in any of its assets or properties except for: (i) sales, encumbrances, and other dispositions or grants in the ordinary course of business and consistent with past practice; (ii) liens for taxes not yet due; (iii) liens or encumbrances that are not material in amount or effect and do not impair the use of the property, or (iv) as specifically provided for or permitted in this Agreement;

(g)

It shall not enter into any strategic alliance, joint development or joint venture arrangement or agreement except with the written approval of POCO;

(h)

It shall not enter into any agreement, commitment, or understanding, whether in writing or otherwise, with respect to any of the matters referred to in subsections 6.2(a) through 6.2(g) above;

(i)

It will continue properly and promptly to file when due all tax returns, reports, and declarations required to be filed by it, and will pay, or make full and adequate provision for the payment of, all taxes and governmental charges due from or payable by it; and

(j)

It will comply with all laws and regulations applicable to it and its operations.

SECTIO N VII

COVENANTS OF POCO

7.1

No Solicitation . For a period of forty-five (45) days from the date of this Agreement or until the Closing Date, POCO will not discuss or negotiate with any other corporation, firm or other person or entertain or consider any inquiries or proposals relating to the possible disposition of its shares of capital stock, or its assets, and will conduct business only in the ordinary course. Notwithstanding the foregoing, POCO shall be free to engage in activities mentioned in the preceding sentence which are designed to further the mutual interests of the parties to this Agreement.

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7.2

Conduct of POCO Pending Closing . POCO covenants and agrees with the PUREBASE Stockholders that, prior to the consummation of the transactions called for by this Agreement, and Closing, or the termination of this Agreement pursuant to its terms, unless the PUREBASE Stockholders shall otherwise consent in writing, and except as otherwise contemplated by this Agreement, POCO will comply with each of the following prior to Closing:

(a)

No change will be made in POCO’s Articles of Incorporation or Bylaws or in POCO’s authorized or issued shares of stock, except as contemplated in this Agreement or as may be first approved in writing by the PUREBASE Stockholders;

(b)

No dividends shall be declared, no stock options granted and no employment agreements shall be entered into with officers or directors in POCO, except as may be first approved in writing by the PUREBASE Stockholders;

(c)

POCO will use its best efforts to resolve any and all liabilities, obligations or commitments such that as of the Closing Date POCO shall have no liabilities, contingent or otherwise, then existing in excess of $1,000;

(d)

POCO shall promptly notify PUREBASE of any event or events that have had or could reasonably be expected to have a material adverse effect on POCOs or its business.

(e)

POCO will secure DWAC trading privileges for its Common Stock.

7.3

Registration and Listing. POCO shall cause its Common Stock to comply in all respects with its reporting and filing obligations under the Exchange Act, and to not take any action or file any document (whether or not permitted by the Exchange Act or the rules promulgated thereunder) to terminate or suspend such registration or to terminate or suspend its reporting and filing obligations under the Exchange Act or Securities Act. POCO will take all action necessary to continue the listing or trading of its Common Stock on the OTCQB.

7.4	Compliance with Laws. POCO shall comply with all applicable laws, rules, regulations and orders, noncompliance with which would be reasonably likely to have a material adverse effect.

7.5	Corporate Action to be Taken at the Closing . POCO will obtain all necessary approvals relating to this Agreement and the transactions referred to herein; will issue the POCO Exchange Shares referred to in Section 1.2 above; and will appoint one new director as designated by the PUREBASE Board.

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SEC TI ON VIII

ADDITIONAL COVENANTS OF THE PARTIES

8.1

Cooperation . The PUREBASE Stockholders, PUREBASE and POCO will cooperate with each other and their respective counsel, accountants and agents in carrying out the transaction contemplated by this Agreement, and in preparing and delivering all documents and instruments deemed reasonably necessary or useful by the other party.

8.2	Expenses . Each of the parties hereto shall pay all of its respective costs and expenses (including attorneys’ and accountants’ fees, costs and expenses) incurred in connection with this Agreement and the consummation of the transactions contemplated herein.

8.3

Publicity . (a) Prior to the Closing, any written news releases or public disclosure by either party pertaining to this Agreement shall be submitted to the other party for its review and approval prior to such release or disclosure, provided, however, that (i) such approval shall not be unreasonably withheld, and (ii) such review and approval shall not be required of disclosures required to comply, in the judgment of PUREBASE’s or POCO’s legal counsel, with SEC or state securities or corporate laws or policies.

(b) After the Closing PUREBASE will take all steps necessary to prepare and file, within four business days of the Closing Date, a Form 8-K with the SEC. Such 8-K will include audited financial statements of PUREBASE and pro forma financial information reflecting the Reorganization.

8.4

Confidentiality . While each party is obligated to provide access to and furnish information in accordance with Sections V herein, it is understood and agreed that such disclosure and information subsequently obtained as a result of such disclosures are proprietary and confidential in nature. Each party agrees to hold such information in confidence and not to reveal any such information to any person who is not a party to this Agreement, or an officer, director or key employee thereof, and not to use the information obtained for any purpose other than assisting in its due diligence inquiry in conjunction with the transactions contemplated by this Agreement. The confidentiality provisions of this Section 8.4 shall survive the Closing or termination of the transactions contemplated herein. Upon request of any party, a confidentiality agreement, acceptable to the disclosing party, will be executed by any person selected to receive such proprietary information, prior to receipt of such information.

8.5

Notification of Certain Matters . PUREBASE shall give prompt notice to POCO, and POCO shall give prompt notice to PUREBASE, of (i) the occurrence or non-occurrence of any event, which is likely to cause any representation or warranty of PUREBASE or POCO, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date and (ii) any failure of PUREBASE or POCO, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 8.5 shall not limit or otherwise affect any remedies available to the party receiving such notice.

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8.6	OTCQB Listing . The POCO Common Stock shall continue to be listed on the OTCQB under the symbol “POCO.”

8.7

PUREBASE’s Accountants . PUREBASE will use its commercially reasonable efforts to cause its management and its independent accountants to facilitate on a timely basis (i) the preparation of financial statements (including pro forma financial statements if required) as required by POCO to comply with applicable SEC regulations, (ii) the review of any PUREBASE interim financial statements and data, and (iii) the delivery of such representations from PUREBASE’s independent accountants as may be reasonably requested by POCO or its accountants in order for POCO’s accountants to render their audit report as to the consolidated financial statements of POCO and PUREBASE.

8.8

Additional Documents and Further Assurances . Each party hereto, at the request of the other party hereto, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of this Agreement and the transactions contemplated hereby.

SEC TI ON IX

SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

9.1

The representations, warranties and covenants of PUREBASE and the PUREBASE Stockholders contained herein shall survive the execution and delivery of this Agreement, the Closing and the consummation of the transactions called for by this Agreement. The representations, warranties and covenants of POCO and its Directors Mr. Dockter and Mr. Lam contained herein shall survive the execution and delivery of this Agreement, the Closing and the consummation of the transactions called for by this Agreement.

SECT IO N X

CONDITIONS PRECEDENT TO OBLIGATIONS OF PARTIES

10.1

Conditions to Obligations of the Parties . The obligations of POCO, PUREBASE and the PUREBASE Stockholders under this Agreement shall be subject to the fulfillment, on or prior to the Closing, of all conditions elsewhere herein set forth, including, but not limited to, receipt by the appropriate party of all deliveries required by Section II herein, and fulfillment, prior to Closing, of each of the following conditions:

(a)

All material authorizations, consents or approvals of any and all governmental regulatory authorities necessary in connection with the consummation of the transactions contemplated by this Agreement shall have been obtained and be in full force and effect;

(b)

The Closing shall not violate any permit or order, decree or judgment of any court or governmental body having competent jurisdiction and there shall not have been instituted any legal or administrative action or proceeding to enjoin the transaction contemplated hereby or seeking damages from any party with respect thereto;

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(c)

Each party shall have received favorable opinions from the other party’s counsel on such matters in connection with the transactions contemplated by this Agreement as are reasonable;

(d)

Each party shall have satisfied itself that since the date of this Agreement the business of the other party has been conducted in the ordinary course. In addition, each party shall have satisfied itself that no withdrawals of cash or other assets have been made and no indebtedness has been incurred since the date of this Agreement, except in the ordinary course of business or with respect to services rendered or expenses incurred in connection with the Closing of this Agreement, unless said withdrawals or indebtedness were either authorized by the terms of this Agreement or subsequently consented to in writing by the parties;

(e)

Each party covenants that, to the best of its knowledge, it has complied in all material respects with all applicable laws, orders and regulations of federal, state, municipal and/or other governments and/or any instrumentality thereof, domestic or foreign, applicable to their assets, to the business conducted by them and to the transactions contemplated by this Agreement;

(f)

Each party shall have granted to the other party (acting through its management personnel, counsel, accountants or other representatives designated by it) full opportunity to examine its books and records, properties, proprietary rights and other instruments, rights and papers of all kinds in accordance with Section V hereof, and each party shall be satisfied to proceed with the transactions contemplated by this Agreement upon completion of such examination and investigation;

(g)

The issuance of the POCO Exchange Stock in the Reorganization shall be exempt from the registration requirement of the US securities laws and POCO shall have obtained all necessary US and State Blue Sky approvals or exemptions for the issuance of the POCO Exchange Stock required prior to the Closing Date;

(h)

POCO, PUREBASE and the PUREBASE Stockholders shall agree to indemnify each other party against any liability to any broker or finder to which that party is or may become obligated;

(i)

The Exchange shall be approved by the Boards of Directors of both PUREBASE and POCO;

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(j)

POCO and PUREBASE and their respective legal counsel shall have received copies of all such certificates, opinions and other documents and instruments as each party or its legal counsel may reasonably request pursuant to this Agreement or otherwise in connection with the consummation of the transactions contemplated hereby, and all such certificates, opinions and other documents and instruments received by each party shall be reasonably satisfactory, in form and substance, to each party and its legal counsel;

(k)

PUREBASE, the PUREBASE Stockholders and POCO shall have the right to waive any or all of the conditions precedent to its obligations hereunder not otherwise legally required; provided, however, that no waiver by a party of any condition precedent to its obligations hereunder shall constitute a waiver by such party of any other condition; and

(l)

PUREBASE, the PUREBASE Stockholders and POCO shall have made best efforts to structure the Exchange to qualify as a tax-free reorganization under Section 368(a)(1)(B) of the Internal Revenue Code.

10.2	Conditions to Obligations of POCO . The obligations of POCO to consummate the transactions contemplated herein are subject to satisfaction (or waiver by it) of the following conditions:

(a)

All representations and warranties made by the PUREBASE Stockholders and PUREBASE in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date;

(b)

The PUREBASE Stockholders and PUREBASE shall have performed or complied with all covenants, agreements and conditions contained in this Agreement on their part required to be performed or complied with at or prior to the Closing;

(c)

Each PUREBASE Stockholder acquiring POCO Exchange Stock will be required, at Closing, to submit an agreement confirming that all the Exchange Stock received will be acquired for investment and not with a view to, or for sale in connection with, any distribution thereof, and agreeing not to transfer any of the Exchange Stock for a period of one year from the date of the Closing, except for those transfers falling within an exemption from registration under the Securities Act, which transfers do not constitute a public distribution of securities, and in which the transferees execute an investment letter in form and substance satisfactory to counsel for POCO. The foregoing provision shall not prohibit nor require the registration of those shares at any time following the Closing. Each PUREBASE Stockholder acquiring Exchange Stock will be required to transfer to POCO at the Closing his/her respective PUREBASE Shares, free and clear of all liens, mortgages, pledges, encumbrances or changes, whether disclosed or undisclosed;

(d)

All schedules prepared by PUREBASE shall be current or updated as necessary as of the Closing Date;

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(e)

PUREBASE shall have provided to POCO, as of a date within five (5) days prior to Closing, an update on any material change in the PUREBASE business or assets;

(f)

If PUREBASE Stockholders, who in the aggregate own five percent (5%) or more of the PUREBASE Shares, dissent from the proposed share exchange, or are unable or for any reason refuse to transfer any or all of their PUREBASE Shares to POCO in accordance with Section I of this Agreement, POCO, at its option, may terminate this Agreement;

(g)

There shall not have occurred any material adverse change in the business, assets (including intangible assets) financial condition or results of operations of PUREBASE since the date this Agreement is signed; and

(h)

POCO shall have completed its due diligence investigation of PUREBASE to POCO’s satisfaction, provided that no information or knowledge obtained in such investigation shall affect or be deemed to modify any representation or warranty of PUREBASE or the PUREBASE Stockholders contained herein.

10.3	Conditions to Obligation of PUREBASE and the PUREBASE Stockholders . The obligations of PUREBASE and the PUREBASE Stockholders to consummate the transactions contemplated herein are subject to satisfaction (or waiver by them) of the following conditions:

(a)

All representations and warranties made by POCO in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date;

(b)

POCO shall have performed or complied with all covenants, agreements and conditions contained in this Agreement on their part required to be performed or complied with at or prior to the Closing;

(c)

POCO shall have made available to the PUREBASE Stockholders through November 30, 2014, all financial statements prepared in accordance with generally accepted accounting principles and filed with the SEC and reviewed by independent accountants of POCO;

(d)

POCO shall, promptly after the Closing, change its name to “Purebase Mills, Inc.”;

(e)

There shall not have occurred any material adverse change in the business, assets (including intangible assets), liabilities, financial condition or results of operations of POCO since the date of the balance sheet. For purposes of this condition, a decline in the trading price of POCO’s Common Stock, whether occurring at any time or from time to time, as reported on the OTCQB or any other automated quotation system or exchange shall not constitute a material adverse change.

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SECT I ON XI

TERMINATION, AMENDMENT, WAIVER

11.1	Termination . This Agreement may be terminated at any time prior to the Closing, and the contemplated transactions abandoned, without liability to either party, except with respect to the obligations of POCO, PUREBASE and the PUREBASE Stockholders, under Section 8.4 hereof:

(a)

By mutual agreement of POCO, PUREBASE and the PUREBASE Stockholders;

(b)

By POCO, if in its reasonable belief there has been a material misrepresentation or breach of warranty on the part of any PUREBASE Stockholder or PUREBASE in the representations and warranties set forth in this Agreement.

(c)

By a majority of the PUREBASE Stockholders (as measured by their equity interest) if, in the reasonable belief of any such Stockholders, there has been a material misrepresentation or breach of warranty on the part of POCO in the representations and warranties set forth in this Agreement;

(d)

By POCO if, in its opinion or that of its counsel, the Exchange Transaction does not qualify for exemption from registration under applicable federal and state securities laws, or qualification, if obtainable, cannot be accomplished in POCO’s opinion or that of its counsel, without unreasonable expense or effort;

(e)

By POCO or PUREBASE or by a majority of the PUREBASE Stockholders (as measured by their equity interest) if either party shall determine in its sole discretion that the Exchange Transaction has become inadvisable or impracticable by reason of the institution or threat by state, local or federal governmental authorities or by any other person of material litigation or proceedings against any party;

(f)

By POCO if the business or assets or financial condition of PUREBASE, taken as a whole, have been materially and adversely affected, whether by the institution of litigation or by reason of changes or developments or in operations in the ordinary course of business or otherwise; or, by a majority of the PUREBASE Stockholders (as measured by their equity interest) if the business or assets or financial condition of POCO, taken as a whole, have been materially and adversely affected, whether by the institution of litigation or by reason of changes or developments or in operations in the ordinary course of business or otherwise;

(g)

By POCO if holders of five percent (5%) or more of the PUREBASE Capital Stock fail to tender their stock at the Closing of the Exchange Transaction;

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(h)

By POCO if, in the opinion of POCO’s independent accountants, it should appear that the combined entity will not be auditable to SEC accounting standards;

(i)

By PUREBASE or the PUREBASE Stockholders if POCO fails to perform material conditions set forth in Sections 10.1 and 10.3 herein;

(j)

By POCO if PUREBASE or the PUREBASE Stockholders fail to perform material conditions set forth in Sections 10.1 and 10.2 herein;

(k)

By the PUREBASE or PUREBASE Stockholders if examination of POCO’s books and records pursuant to Section 4.13 herein uncovers a material deficiency; and

(l)

By POCO if examination of PUREBASE’s books and records pursuant to Section 3.18 herein uncovers a material deficiency.

11.2

Effect of Termination. In the event of termination of this Agreement as provided in Section 11.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of POCO, PUREBASE and the PUREBASE Stockholders, or their respective officers, directors or stockholders, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; and provided further that, the provisions of Sections 8.2, 8.3 and 8.4 and this Section XI and Section XII of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

11.3	Amendment . No modification or amendment of any provision of this Agreement shall be effective unless specifically made in writing and duly signed by each party to this Agreement.

11.4

Waiver . Neither this Agreement nor any provision herein may be waived except by an instrument in writing signed by all parties hereto. No action taken by any party after the date hereof, including without limitation any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance by any other party with any representations, warranties, covenants or agreements contained in this Agreement.

SECT IO N XII

MISCELLANEOUS

12.1

Entire Agreement . This Agreement (including the Exhibits and Schedules hereto) contains the entire agreement between the parties with respect to the transactions contemplated hereby, and supersedes all negotiations, representations, warranties, commitments, offers, contracts, and writings prior to the date hereof.

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12.2	Binding Agreement .

(a)

This Agreement shall become binding upon the parties when, but only when, it shall have been signed on behalf of all parties; and

(b)

Subject to the condition stated in Subsection (a), above, this Agreement shall be binding upon, and inure to the benefit of, the respective parties and their legal representatives, successors and assigns. This Agreement, in all of its particulars, shall be enforceable by the means set forth in Sections 12.8 and/or 12.9 for the recovery of damages or by way of specific performance and the terms and conditions of this Agreement shall remain in full force and effect subsequent to Closing and shall not be deemed to be merged into any documents conveyed and delivered at the time of Closing. In the event that Section 12.9 is found to be unenforceable as to any party for any reason or is not invoked by any party, and any person is required to initiate any action at law or in equity for the enforcement of this Agreement, the prevailing party in such litigation shall be entitled to recover from the party determined to be in default, all of its reasonable costs incurred in said litigation, including attorneys’ fees.

12.3	Counterparts . This Agreement may be executed in one or more counterparts, each of which may be deemed an original, but all of which together, shall constitute one and the same instrument.

12.4

Severability . If any provisions hereof shall be held invalid or unenforceable by any court of competent jurisdiction or as a result of future legislative action, such holding or action shall be strictly construed and shall not affect the validity or effect of any other provision hereof. The parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

12.5	Assignability . This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto; provided that neither this Agreement nor any right hereunder shall be assignable by the PUREBASE Stockholders or POCO without prior written consent of the other party.

12.6	Governing Law . The validity, interpretation and effect of this Agreement shall be governed exclusively by the laws of the State of Nevada.

12.7

Specific Performance . The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity .

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12.8

Arbitration . Any dispute regarding the validity or terms of this Agreement, and any other disputes between these parties shall be resolved by a judicial arbitrator selected in accordance with the procedures of the American Arbitration Association in Carson City, Nevada, as the exclusive remedy for any such dispute.

12.9	Attorneys’ Fees . If any party hereto commences proceedings to enforce the terms of this Agreement, then the party that prevails in such proceedings shall be entitled to recover its reasonable costs, including actual attorneys’ fees, from the other.

12.10

Notices . All notices, requests, demands and other communications under this Agreement shall be in writing and delivered in person or sent by certified mail, postage prepaid and properly addressed or by electronic transmission, as follows:

To PUREBASE, INC.:

Scott Dockter, President

1 Yonge Street, Suite 1801

Toronto, ON M5E 1W7

Tel: (530) 306-4479

Email: scottdockter@gmail.com

With a Copy to:

Roger Linn

Barnett & Linn

1478 Stone Point Drive, Suite 400

Roseville, CA 95661

Tel: (916) 782-4404

Fax: (916) 788-2850

Email: rlinn@linnlawcorp.com

To POCO:

Scott Dockter, CEO

1670 Sierra Avenue, Suite 402

Yuba City, CA 95993

Tel: (530) 676-7873

With a Copy to:

Michael Kessler

1670 Sierra Avenue, Suite 402

Yuba City, CA 95993

Tel: (530) 676-7873

Email: kesslersac@comcast.net

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In Witness Whereof , the parties hereto have executed this Agreement as of the date first written above.

	PORT OF CALL ONLINE, INC.


	By:	/s/ A.Scott Dockter
		A.Scott Dockter, President, CEO and Director


	By:	/s/ Calvin Lam
		Calvin Lam, Director


	PUREBASE, INC.


	By:	/s/ A.Scott Dockter
		A.Scott Dockter, President

Principal Stockholders of PUREBASE , Inc.


/s/ Todd Gauer	/s/ John Bremer	/s/ Mike Renner
Baystreet Captial	John Bremer	Mike Renner
Todd Gauer, President


/s/ A.Scott Dockter	/s/ Kevin Wright	/s/ Mike Myrick
A.Scott Dockter	Kevin Wright	Mike Myrick


/s/ Madison Wright	/s/ Jennifer Wright	/s/ Annie Wright
Madison Wright	Jennifer Wright	Annie Wright


/s/ Aiden Wright	/s/ Roger and Estella Edwards
Aiden Wright	Roger and Estella Edwards

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Exh ib it A

Signing Stockholders of PUREBASE, INC.

Shareholder	Number of Shares	Percentage	Number of POCO Shares to be Received at Closing
John Bremer	20,052,750	43.8	20,052,750
Baystreet Capital	10,770,400	23.6	10,770,400
Scott Dockter	4,156,862	9.0	4,156,862
Kevin Wright	3,486,400	7.6	3,486,400
Jennifer Wright	2,000,000	4.4	2,000,000
Mike Renner	1,000,000	2.2	1,000,000
Annie Wright	500,000	1.1	500,000
Aiden Wright	500,000	1.1	500,000
Madison Wright	500,000	1.1	500,000
Mike Myrick	442,500	1.0	442,500
Roger and Estella Edwards	300,500	0.6	300,500
	43,709,412	95.5%	43,709,412

Exhibit B

MINUTES OF MEETING OF THE

BOARD OF DIRECTORS OF

PUREBASE, INC.

A telephonic meeting of the Board of Directors (the “Board”) of Purebase, Inc. (the “Corporation”) was held on December 22, 2014. Attending the meeting in person or by phone were Scott Dockter, Kevin Wright and Todd Gauer, comprising all of the Directors of the Company, each of whom waived notice of the meeting. Due to Scott Dockter’s officer/Director position with Port of Call Online, Inc., he abstained from voting on Resolution #1.

Consent to Proposed Reorganization with Port of Call Online, Inc.

WHEREAS, certain stockholders of the Corporation have entered into negotiations with Port of Call Online, Inc., a public company (“POCO”) whereby the Corporation’s stockholders would exchange all of their issued and outstanding capital stock of the Corporation for 45,817,802 shares of POCO’s common stock, which will represent approximately 65% of the then outstanding shares of POCO; and

WHEREAS, a Plan and Agreement of Reorganization (the “Reorganization Agreement”) has been prepared (a draft of which is attached hereto as Exhibit A) which contains terms consistent with the negotiations of the parties in which the Corporation is required to give various warranties and representations to POCO;

WHEREAS, upon consummation of the Reorganization, the Corporation would become a wholly-owned subsidiary of POCO and the Corporation’s stockholders would become the majority stockholders of POCO; and

WHEREAS, it is in the Corporation’s best interests to approve the terms and consummation and execution of the Reorganization Agreement on behalf of the Corporation. Accordingly, it is:

RESOLVED, that the terms and conditions of the stock exchange as set forth in the Reorganization Agreement be, and the same are hereby approved, ratified and confirmed, and the President and Secretary of the Corporation are authorized to execute the same on behalf of the Corporation;

Approval of Draft Audited Financial Statements

WHEREAS, the Board has been presented with draft audited financial statements as prepared by the accounting firm of Rose, Snyder & Jacobs and a Management Representation Letter (attached as Exhibits B and C). Accordingly, it is:

RESOLVED, that the draft audited financial statements for the Corporation as of November 30, 2014 are hereby approved;

RESOLVED FURTHER, that the President of the Corporation is hereby authorized to sign the Management Representation Letter from Rose, Snyder & Jacobs on behalf of the Corporation.

RESOLVED FURTHER, that the officers and Directors of the Corporation are hereby authorized to take any and all actions necessary to carry out the foregoing resolutions.

There being no further business a motion was made, seconded and unanimously carried, to terminate the meeting.

	/s/ Amy Clemens
	Amy Clemens, Secretary

Exhibit C

ACTION BY

UNANIMOUS WRITTEN CONSENT

OF BOARD OF DIRECTORS

PORT OF CALL ONLINE, INC.

The undersigned being all of the Directors of Port of Call Online, Inc. (the “Corporation”), pursuant to the authority to act without a meeting in accordance with Section 78.315 of the Nevada Revised Statutes, hereby consent to the following actions adopt the following resolutions by unanimous written consent without a meeting:

Approval of Plan and Agreement of Reorganization with Steele Resource, Inc.

WHEREAS, the Board has reviewed the Plan and Agreement of Reorganization pursuant to which the Corporation would exchange stock with the stockholders of Purebase, Inc. (“Purebase”) whereby the Corporation will acquire all or at least 95% of the outstanding stock of Purebase from the Purebase Stockholders in exchange for the Corporation’s stock resulting in Purebase becoming a wholly-owned or majority-owned subsidiary of the Corporation (a copy of which is attached hereto); and

WHEREAS, this Reorganization would fundamentally change the core business of the Corporation from providing web-based services to boaters to the exploration of properties primarily in California and Nevada for the purpose of identifying commercially viable deposits of natural mineral resources such as Pozzolan and Silica; and

WHEREAS, the Board believes it is in the best interests of the Corporation to enter into the Plan and Agreement of Reorganization with Purebase and certain stockholders of Purebase and effect the transactions contemplated therein. Accordingly, it is:

RESOLVED, that the Corporation is hereby authorized to enter into and execute the Plan and Agreement of Reorganization between the Corporation and Purebase and certain stockholders of Purebase substantially in the form attached hereto and any related documents and agreements deemed necessary and appropriate to carry out the reorganization transaction;

RESOLVED FURTHER, that the Corporation hereby reserves up to 45,817,802 shares of its Common Stock for issuance in accordance with the terms of the Reorganization Agreement, which shares shall be issued as “restricted securities” pursuant to exemption from registration; and

RESOLVED FURTHER, that the officers and directors of the Corporation are hereby authorized to take any and all actions necessary to carry out the foregoing resolutions, including but not limited to entering into and executing any documents required in connection with the Reorganization with Purebase and Purebase Stockholders.

Change in number of Directors and Proposed Appointment of one new Director

WHEREAS, in light of the Reorganization and the new line of business to be pursued by the Corporation, it is deemed appropriate to notice and carry out an expansion of the Board membership from two to three and appointment of one new Director; and

WHEREAS, the Board wishes to increase the number of Directors from 2 to 3. Accordingly, it is:

RESOLVED, that pursuant to Article II, Section 1(d) of the Bylaws, the Board hereby approves the expansion of the Board from two Directors to three Directors to be effective upon the Closing;

RESOLVED FURTHER, that the Directors hereby appoint John Bremer to be a Director of the Corporation effective upon the Closing of the Reorganization transaction and to serve until the next annual meeting of shareholders; and

RESOLVED FURTHER, that the officers and Directors of the Corporation are hereby authorized to take any and all actions necessary to carry out the foregoing resolutions.

IN WITNESS WHEREOF, the undersigned representing all of the Directors of the Corporation have executed this action by the Board of Directors to be effective as of December 22, 2014.

/s/ A.Scott Dockter			/s/ Calvin Lim
A.Scott Dockter, Director			Calvin Lim, Director

Sche du le 3.9

Schedule 3.11

During the year ended November 30, 2014 Scott Dockter, CEO, was paid consulting fees of $14,500/month and Amy Clemens, CFO, was paid consulting fees of $6,000/month.

Schedule 3.13

Purebase’s initial project consists of 50 Placer Mining Claims covering approximately 1,145 acres of property owned by the Bureau of Land Management (“BLM”) and consisting of claims “USMC 1“ thru “USMC 50” and referred to as the “Long Valley Project”. These claims were registered with the BLM on September 10, 2013 and October 31, 2013 and allows Purebase the right to conduct thorough mineral exploration and extraction. Such project development will be subject to typical notification to the BLM and the California Environmental Protection Agency and the posting of remediation bonds as the development process continues. The property is located in the eastern part of Lassen County, California. Scott Dockter performed the property staking, and all Claims are recorded in the name of Scott Dockter or Scott Dockter and Teresa Dockter. Pursuant to an Assignment Agreement dated July 30, 2014 Scott Dockter and/or Scott Dockter and Teresa Dockter assigned claims “USMC 1“ thru “USMC 50” to Purebase in exchange for Purebase common stock.

There are no liens or encumbrances currently existing on the Long Valley Project.

Schedule 3.14

NONE.

Schedule 3.16

Permits

Purebase does not have or need any Permits to explore the Long Valley Project staked property unless and until ground disturbance is contemplated. Purebase believes that it will be able to obtain all permits necessary to allow the development and extraction of minerals from the property.

The Snow White Mine property is covered by a Conditional Use Permit allowing the mining of the property and a Plan of Operation and Reclamation Plan has been approved by San Bernardino County and the US Bureau of Land Management (“BLM”).

The property covering approximately 2,500 acres of land located in Esmeralda County, NV is covered by a Federal Mineral Preference Rights Lease granted by the BLM.

Schedule 4.3

Port of Call Online, Inc. has no outstanding warrants, options or convertible debt.

Schedule 4.10

On November 28, 2014 US Mining and Minerals Corporation entered into a Purchase Agreement in which US Mining and Minerals Corp. agreed to sell its fee simple property interest and certain mining claims to US Mine Corp. On December 1, 2014, US Mine Corp assigned its rights and obligations under the Purchase Agreement to POCO pursuant to an Assignment of Purchase Agreement. As a result of the Assignment, POCO assumed the purchaser position under the Purchase Agreement. The Purchase Agreement involves the sale of approximately 280 acres of mining property containing 5 placer mining claims known as the Snow White Mine. The Snow White Mine property is located near Barstow, California in San Bernardino County. The property is covered by a Conditional Use Permit allowing the mining of the property and a Plan of Operation and Reclamation Plan has been approved by San Bernardino County and the US Bureau of Land Management. This Purchase Agreement is subject to receipt of Releases of Mineral Rights from BNSF Railway Company and Newmont Mining Company. The Purchase Agreement is set to close on or before January 14, 2015.

Schedule 4.11

The following liabilities will exist for Port of Call Online, Inc. as of the Closing Date: NONE

Schedule 4.18

Island Stock Transfer

100 Second Avenue South, Suite 705S

Saint Petersburg, FL 33701

Phone: 727-289-0010

Fax: 727-289-0069

Contact: Ervin Haskaj

Schedule 6.2(c)

As of November 30, 2014, Purebase has outstanding warrants to purchase 162,802 shares of Purebase common stock with an exercise price of $6.00/share. The warrants expire on November 20, 2015. Other than these warrants Purebase has no intention, plan or commitment to issue any additional shares of its common stock.

PLACER CLAIMS ASSIGNMENT AGREEMENT

This ASSIGNMENT AGREEMENT (this "Agreement"), dated July 31, 2014, is by and between A. Scott Dockter and Teresa Dockter ("Assignors"), and PUREBASE, INC. ("Assignee"). All capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Placer Mining Claim Location Notices (as defined below).

Background

The Assignors, either individually or together, filed or recorded various Placer Mining Claim Location Notices on September 10, 2013 and October 31, 2013, relating to certain Placer mining claims identified as “USMC 1” thru “USMC 50” covering 1,145 acres located in Lassen County, California and listed as Exhibit A hereto (hereinafter referred to as the “Placer Claims”) and certain assets listed as Exhibit A-1 (hereinafter referred to as the “Premises”).

Terms

NOW, THEREFORE, in consideration of the execution and delivery of the Placer Claims and Premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1. The Assignor(s) do hereby sell, assign, convey, transfer and deliver to the Assignee, its successors and assigns, all of the Assignors’ right, title and interest in and to the Placer Claims and Premises. This is a transfer and conveyance by the Assignors to the Assignee of good and marketable title to the Placer Claims, free and clear of all liens, claims, charges, leases, and encumbrances of any nature whatsoever, except for liens and encumbrances disclosed to and accepted by the Assignee. Assignors hereby covenant and agree to forever warrant and defend the right and title to the Placer Claims against any and all undisclosed or excluded claims whatsoever. The Assignors also assign to Assignee all rights to mine and extract such minerals as may exist on the property covered by the Placer Claims.

Page 1 of 5

2. Assignee accepts the foregoing assignment and agrees to perform the obligations of Assignors as the “Locators” of the Placer Claims. Assignee shall indemnify and hold harmless Assignors from all loss, liability, cost and expense, including reasonable attorney's fees, should it fail to do so.

3. Assignor(s) shall execute, deliver and file such further instruments of conveyance, transfer and assignment and take such other actions reasonably requested by Assignee in order to properly record and effectuate the assignment, transfer, conveyance to and the vesting of all rights and title to the Placer Claims in the Assignee.

4. This Agreement may not be amended or terminated except by a written instrument duly signed by each of the parties hereto. This Agreement shall inure to the benefit of, and be binding upon, each of the parties hereto and their respective successors and assigns.

5. Nothing in this Agreement, expressed or implied, is intended or shall be construed to confer upon or give to any person, firm or corporation other than the Assignee and the Assignor(s), their successors and assigns, any remedy or claim under or by reason of this instrument or any term, covenant or condition hereof, and all of the terms, covenants, conditions, promises and agreements contained in this instrument shall be for the sole and exclusive benefit of the Assignee and the Assignor(s), their successors and assigns.

6. To the extent any provision of this Agreement is inconsistent with the Placer Mining Claim Location Notices, the provisions of the Notices duly filed with the Lassen County Clerk-Recorder will control.

7. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California without giving effect to the conflict of laws provisions thereof.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be effective as of the date first above written.

“ ASSIGNORS ”			“ ASSIGNEE ”

/s/ A.Scott Dockter			Purebase, Inc.
A. Scott Dockter

/s/ Teresa Dockter			/s/ Todd Gauer
Teresa Dockter			Todd Gauer, CFO

Page 2 of 5

EXHIBIT 1

The “Property”

The unpatented mining claims located in Lassen County, California, as identified below:

Claim Name	BLM Serial No.	Legal Description	Federal Lands [MDBM]	Acres
USMC 1		W1/2 NW1/4 NE1/4	Sec.12, T.22 N., R 17 E.	20
USMC 2		E1/2 NW1/4 NE1/4	Sec.12, T.22 N., R 17 E.	20
USMC 3		W1/2 Lot 1	Sec.12, T.22 N., R 17 E.	27.5
USMC 4		E1/2 Lot 1	Sec.12, T.22 N., R 17 E.	27.5
USMC 5		W1/2 SW1/4 NE1/4	Sec.12, T.22 N., R 17 E.	20
USMC 6		E1/2 SW1/4 NE1/4	Sec.12, T.22 N., R 17 E.	20
USMC 7		W1/2 Lot 2	Sec.12, T.22 N., R 17 E.	27.5
USMC 8		E1/2 Lot 2	Sec.12, T.22 N., R 17 E.	27.5
USMC 9		W1/2 NW1/4 SE1/4	Sec.12, T.22 N., R 17 E.	20
USMC 10		E1/2 NW1/4 SE1/4	Sec.12, T.22 N., R 17 E.	20
USMC 11		W1/2 Lot 3	Sec.12, T.22 N., R 17 E.	27.5
USMC 12		E1/2 Lot 3	Sec.12, T.22 N., R 17 E.	27.5
USMC 13		W1/2 SW1/4 SE1/4	Sec.12, T.22 N., R 17 E.	19.5
USMC 14		E1/2 SW1/4 SE1/4	Sec.12, T.22 N., R 17 E.	19.5
USMC 15		W1/2 Lot 4	Sec.12, T.22 N., R 17 E.	27
USMC 16		E1/2 Lot 4	Sec.12, T.22 N., R 17 E.	27
USMC 17		W1/2 NW1/4 NE1/4	Sec.13, T.22 N., R 17 E.	20
USMC 18		E1/2 NW1/4 NE1/4	Sec.13, T.22 N., R 17 E.	20
USMC 19		W1/2 Lot 1	Sec.13, T.22 N., R 17 E.	27.5
USMC 20		E1/2 Lot 1	Sec.13, T.22 N., R 17 E.	27.5
USMC 21		W1/2 SW1/4 NE1/4	Sec.13, T.22 N., R 17 E.	20
USMC 22		E1/2 SW1/4 NE1/4	Sec.13, T.22 N., R 17 E.	20
USMC 23		W1/2 Lot 2	Sec.13, T.22 N., R 17 E.	27.5
USMC 24		E1/2 Lot 2	Sec.13, T.22 N., R 17 E.	27.5

Page 3 of 5

EXHIBIT 1 - Continued

The “Property”

The unpatented mining claims located in Lassen County, California, as identified below:

Claim Name	BLM Serial No.	Legal Description	Federal Lands [MDBM]	Acres
USMC 25		W1/2 NW1/4 SE1/4	Sec.13, T.22 N., R 17 E.	20.5
USMC 26		E1/2 NW1/4 SE1/4	Sec.13, T.22 N., R 17 E.	20.5
USMC 27		W1/2 Lot 3	Sec.13, T.22 N., R 17 E.	28.5
USMC 28		E1/2 Lot 3	Sec.13, T.22 N., R 17 E.	28.5
USMC 29		W1/2 SW1/4 SE1/4	Sec.13, T.22 N., R 17 E.	20.5
USMC 30		E1/2 SW1/4 SE1/4	Sec.13, T.22 N., R 17 E.	20.5
USMC 31		W1/2 Lot 4	Sec.13, T.22 N., R 17 E.	29
USMC 32		E1/2 Lot 4	Sec.13, T.22 N., R 17 E.	29
USMC 33		W1/2 of Lot 1	Sec.24, T.22 N., R 17 E.	26
USMC 34		E1/2 of Lot 1	Sec.24, T.22 N., R 17 E.	26
USMC 35		W1/2 NW 1/4 SW 1/4	Sec.1, T.22 N., R 17 E.	19
USMC 36		E1/2 NW 1/4 SW 1/4	Sec.1, T.22 N., R 17 E.	19
USMC 37		W1/2 NE 1/4 SW 1/4	Sec.1, T.22 N., R 17 E.	19.5
USMC 38		E1/2 NE 1/4 SW 1/4	Sec.1, T.22 N., R 17 E.	19.5
USMC 39		W1/2 NW 1/4 SE 1/4	Sec.1, T.22 N., R 17 E.	19.5
USMC 40		E1/2 NW 1/4 SE 1/4	Sec.1, T.22 N., R 17 E.	19.5
USMC 41		W1/2 NE 1/4 SE 1/4	Sec.1, T.22 N., R 17 E.	23
USMC 42		E1/2 NE 1/4 SE 1/4	Sec.1, T.22 N., R 17 E.	23
USMC 43		W1/2 SW 1/4 SW 1/4	Sec.1, T.22 N., R 17 E.	19
USMC 44		E1/2 SW 1/4 SW 1/4	Sec.1, T.22 N., R 17 E.	19
USMC 45		W1/2 SE 1/4 SW 1/4	Sec.1, T.22 N., R 17 E.	19
USMC 46		E1/2 SE 1/4 SW 1/4	Sec.1, T.22 N., R 17 E.	19
USMC 47		W1/2 SW 1/4 SE 1/4	Sec.1, T.22 N., R 17 E.	19.5
USMC 48		E1/2 SW 1/4 SE 1/4	Sec.1, T.22 N., R 17 E.	19.5
USMC 49		W1/2 SE 1/4 SE 1/4	Sec.1, T.22 N., R 17 E.	25.5
USMC 50		E1/2 SE 1/4 SE 1/4	Sec.1, T.22 N., R 17 E.	25.5

A total acres held in claim = 2,345

Page 4 of 5

EXHIBIT 1-A

The “Premises”

●

Premises Identified as Assessor’s Parcel Number 145-030-2211.

●

All fixed assets upon said parcel.

●

All tangible and intangible assets upon listed parcel.

●

All equipment upon listed parcel.

Page 5 of 5

This Assignment of Lease (the “Assignment”) is made and effective October 6, 2014,

BETWEEN:	US Mine Corporation (the "Lessee/Assignor"), a company organized and existing under the laws of the State of Nevada, with its head office located at:

	3090 Boeing Road
	Cameron Park, CA 95682


AND:	Purebase, Inc. , (the "Assignee"), a corporation organized and existing under the laws of the State of Nevada, with its head office located at:

	3090 Boeing Road
	Cameron Park, CA 95682

FOR THE VALUE SET FORTH HEREIN, the undersigned Assignor hereby assigns, transfers and sets over to Assignee all rights, title and interest held by the Assignor in and to the BLM Preference Right Lease (the “Lease”) between the US Bureau of Land Management (as “Lessor”) and Rulco LLC (the “Original Lessee”) entered into on January 4, 2010 (Exhibit A) and as assigned by the Original Lessee to US Mine Corporation effective May 2, 2013 (Exhibit B).

TERMS

The Assignor warrants and represents that the Lease is in full force and effect and all payments and obligation are current. The Assignor further warrants and represents that it is in full compliance with all term or conditions of the Lease and is not in default (whether declared or not) under the Lease.

The Assignee hereby assumes and agrees to perform all the remaining and executory obligations of the Assignor under the Lease including the future Lease Payments and Minimum Exploration Expenditures and agrees to indemnify and hold the Assignor harmless from any claim or demand resulting from non-performance by the Assignee.

The Assignor warrants that the Lease is without modification, and remains on the terms contained therein.

The Assignor further warrants that it has full right and authority to transfer said Lease and that the contract rights herein transferred are free of lien, encumbrance or adverse claim. Assignor as delivered to Assignee the Lessors’ consent to this assignment.

This assignment shall be binding upon and inure to the benefit of the parties, their successors and assigns.

2.	CONDITIONS TO ASSIGNMENT

The assignment of the Lease shall be conditional upon: (i) the Assignor’s payment of the Initial ($25,000) and the first four (2011-2014) Anniversary Lease Payments of $30,000 each; and (ii) the release of all existing third party liens on the Leased property.

The assignment of the Lease shall be further conditioned on approval of the US Bureau of Land Management.

3.	LESSORS’ APPROVAL

The parties hereto acknowledge that the Lease does not, by its terms, provide for the assignment of the Lease and that any assignment requires approval by the BLM . However, by execution of this Assignment of Lease both Assignor and Assignee agree that this assignment shall be in full force and effect and legally binding on the parties hereto and is intended to transfer all rights, title and interest under the Lease to the Assignee. Furthermore, Assignor agrees to fully indemnify Assignee for any costs or expenses which may be incurred by Assignee in any action challenging the legality or effect of this assignment.

IN WITNESS WHEREOF, the parties have executed this Assignment on the day and year first above written.

ASSIGNOR			ASSIGNEE

/s/ A.Scott Dockter			/s/ Todd Gauer
Authorized Signature			Authorized Signature

A.Scott Dockter, President			Todd Gauer, CFO
Print Name and Title			Print Name and Title

"Exhibit A"

Preference Rights Lease Agreement between:

US Bureau of Land Management and Rulco LLC

“Exhibit B”

BLM Approval of Assignment to US Mine Corp. dated May 2, 2013

PLAN AND AGREEMENT OF REORGANIZATION

US AGRICULTURAL MINERALS, LLC

CERTAIN MANAGER-MEMBERS OF

US AGRICULTURAL MINERALS, LLC

DATED NOVEMBER 24, 2014

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Table of C on tents

PLAN AND AGREEMENT OF REORGANIZATION		1

	RECITALS	1

	SECTION I THE REORGANIZATION	1

	SECTION II CLOSING	3

	SECTION III REPRESENTATIONS AND WARRANTIES BY US AGRICULTURAL MINERALS, LLC. AND CERTAIN MANAGER-MEMBERS	4

	SECTION IV REPRESENTATIONS AND WARRANTIES BY PUREBASE, INC	8

	SECTION V ACCESS AND INFORMATION	10

	SECTION VI COVENANTS OF US AGRICULTURAL MINERAL, LLC. AND MANAGER-MEMBERS	11

	SECTION VII COVENANTS OF PUREBASE, INC	12

	SECTION VIII ADDITIONAL COVENANTS OF THE PARTIES	12

	SECTION IX SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS	13

	SECTION X CONDITIONS PRECEDENT TO OBLIGATIONS OF PARTIES	13

	SECTION XI TERMINATION, AMENDMENT, WAIVER	16

	SECTION XII MISCELLANEOUS	18

	EXHIBIT A	21

	EXHIBIT B	22

	SCHEDULES

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PLAN AND AGREEMENT OF RE OR GANIZATION

This Plan and Agreement of Reorganization (“Agreement”) is entered into on this 24 th day of November 2014 by and between PUREBASE, INC., a Nevada corporation (“ PUREBASE ”), and US AGRICULTURAL MINERALS, LLC, a Nevada limited liability company (“ USAM ”), and those persons listed in Exhibit A hereto, being all of the Members of USAM who together hold one hundred percent (100%) of the Membership Interests of USAM as of the date this Agreement is executed (the “ USAM Members ”).

REC IT ALS

A. The Managers of USAM and Members owning all of the membership Interests of USAM believe it is in the best interests of each entity and their respective stockholders for PUREBASE to acquire USAM through a statutory reorganization (the “ Reorganization ”) and, in furtherance thereof, have approved the reorganization.

B. Pursuant to the Reorganization, among other things, and subject to the terms and conditions of this Agreement, all of the Membership Interests (100%) of USAM shall be exchanged for shares of PUREBASE common stock.

C. USAM and its Manager-Members, Scott Dockter, John Bremer and Laura Bremer and PUREBASE desire to make certain representations and warranties and other agreements in connection with the Reorganization.

SEC TI ON I

THE REORGANIZATION

1.1

Exchange of PUREBASE Capital Stock . As of the Closing Date, USAM has issued 100% of its Membership Interests (the “ USAM Interests ”) to three people. All the Manager-Members of USAM listed on Exhibit A (the “ USAM Members ”), as of the date of Closing as such term is defined in Section II herein (the “ Closing ” or the “ Closing Date ”), shall transfer, assign, convey and deliver to PUREBASE on the Closing Date, one hundred percent (100%) of the USAM Interests or such lesser percentage as shall be acceptable to PUREBASE, but in no event less than ninety-five percent (95%) of the USAM Interests. The transfer of the USAM Interests shall be made free and clear of all liens, mortgages, pledges, encumbrances or charges, whether disclosed or undisclosed, except as the USAM Members and PUREBASE shall have otherwise agreed in writing.

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1.2

Issuance of PUREBASE Exchange Stock to USAM Members . As consideration for the transfer, assignment, conveyance and delivery of the USAM Interests hereunder, PUREBASE shall, at the Closing, issue to the USAM Members, pro rata in accordance with each Member’s percentage ownership of USAM immediately prior to the Closing, certificates representing an aggregate of Fifty Thousand (50,000) shares of PUREBASE common stock (the “ PUREBASE Exchange Stock ”). The parties intend that the PUREBASE Exchange Stock being issued will be used to acquire USAM Interests representing 100% ownership of USAM. The transfer of the USAM Interests and the issuance of PUREBASE Exchange Stock described in this Agreement shall be referred to as the “ Exchange Transaction ”.

1.3

PUREBASE Exchange Stock to be Free and Clear of Encumbrances . The issuance of the PUREBASE Exchange Stock shall be made free and clear of all liens, mortgages, pledges, encumbrances or charges, whether disclosed or undisclosed, except as the USAM Members and PUREBASE shall have otherwise agreed in writing.

1.4

PUREBASE Exchange Stock to be Restricted . None of the PUREBASE Exchange Stock issued to the USAM Members, nor any of the USAM Interests transferred to PUREBASE hereunder shall, at the time of Closing, be registered under U.S. securities laws but, rather, shall be issued pursuant to an exemption therefrom and be considered “restricted stock” within the meaning of Rule 144 promulgated under the Securities Act of 1933, as amended (the “ 1933 Act ”). All of the issued PUREBASE Exchange Stock shall bear a legend worded substantially as follows:

The respective transfer agents of PUREBASE and USAM shall annotate their records to reflect the restrictions on transfer embodied in the legend set forth above. There shall be no requirement that PUREBASE register the PUREBASE Exchange Stock under the 1933 Act.

1.5

Effect of Reorganization . Upon the consummation of the Exchange Transaction and the issuance and transfer of the PUREBASE Exchange Stock as set forth above, USAM Members will hold less than one percent of the then-outstanding common stock of PUREBASE. The Exchange Transaction will result in USAM becoming a wholly-owned subsidiary of PUREBASE.

1.7

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SECTI ON II

CLOSING

2.1

Closing of Transaction . Subject to the fulfillment or waiver of the conditions precedent set forth in Section X herein below, the Closing shall take place at the offices of Barnett & Linn, 1478 Stone Point Drive. Ste. 400, Roseville, CA 95661, or at such other time or place as USAM Members and PUREBASE may mutually agree in writing.

2.2

Closing Date . The date upon which the Closing actually occurs is herein referred to as the “ Closing Date .” The Closing Date of the Reorganization shall take place on the date of execution of this Agreement, or such later date upon which the USAM Members and PUREBASE may mutually agree in writing.

2.3	Deliveries at Closing .

(a)

The USAM Members shall deliver or cause to be delivered to PUREBASE at Closing:

(1)

an agreement from each USAM Member surrendering his or her Membership Interest in USAM and agreeing to a restriction on the transfer of the PUREBASE Exchange Stock as described in Section 1.4 hereof;

(2)

a copy of a consent of USAM’s Managers authorizing USAM to take the necessary steps toward Closing the transaction described by this Agreement;

(3)

Articles of Organization and the Operating Agreement of USAM certified as of the Closing Date by a Manager of USAM;

(4)

all of USAM’s business records;

(5)

executed bank forms for USAM bank accounts reflecting (i) a change in management and signatories to said bank accounts or (ii) the closure of said bank accounts;

(6)

such other documents, instruments or certificates as shall be reasonably requested by PUREBASE or its counsel.

(b)

PUREBASE shall deliver or cause to be delivered to USAM Members at Closing:

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(1)

a copy of a consent of PUREBASE’s Board of Directors authorizing PUREBASE to take the necessary steps toward Closing the transaction described by this Agreement;

(2)

stock certificate(s) of PUREBASE’s common stock representing the PUREBASE Exchange Stock to be newly issued by PUREBASE under this Agreement, which certificates shall be in the names of the appropriate USAM Members, each in the appropriate denomination as set forth in Exhibit A ; and

(3)

such other documents, instruments or certificates as shall be reasonably requested by PUREBASE or its counsel.

2.4 Filings; Cooperation .

(a)

Prior to the Closing, the parties shall proceed with due diligence and in good faith to make such filings and take such other actions as may be necessary to satisfy the conditions precedent set forth in Section X below;

(b)

On and after the Closing Date, PUREBASE, USAM and the USAM Members shall, on request and without further consideration, cooperate with one another by furnishing or using their best efforts to cause others to furnish any additional information and/or executing and delivering or using their best efforts to cause others to execute and deliver any additional documents and/or instruments, and doing or using their best efforts to cause others to do any and all such other things as may be reasonably required by the parties or their counsel to consummate or otherwise implement the transactions contemplated by this Agreement.

SECT IO N III

REPRESENTATIONS AND WARRANTIES BY USAM AND

CERTAIN USAM MEMBERS

Subject to the schedule of exceptions, attached hereto and incorporated herein by this reference, (which schedules shall be acceptable to PUREBASE), USAM and the USAM Members represent and warrant to PUREBASE as follows:

3.1

Organization and Good Standing of USAM . USAM is currently a limited liability company duly organized, validly existing and in good standing under the laws of the State of Nevada. The Articles of Organization of USAM and all Amendments thereto as presently in effect, and the Operating Agreement of USAM as presently in effect, certified by a Manager of USAM, have been delivered to PUREBASE and are complete and correct and since the date of such delivery, there has been no amendment, modification or other change thereto.

3.2	Subsidiaries . USAM does not have and has never had any subsidiaries or affiliated companies and has no other investments, directly or indirectly, or other financial interest in any other corporation or business organization, joint venture or partnership of any kind.

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3.3

No Conflict . The execution and delivery of this Agreement by USAM does not, and, as of the Closing Date, the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under (any such event, a “ Conflict ”) (i) any provision of the Articles of Organization or Operating Agreement of USAM or (ii) any mortgage, indenture, lease, contract or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to USAM or its properties or assets.

3.4

Consents . No consent, waiver, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other federal, state, county, local or foreign governmental authority, instrumentality, agency or commission (“ Governmental Entity ”) or any third party (so as not to trigger any Conflict) is required by or with respect to USAM in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.

3.5	Financial Statements . USAM will deliver to PUREBASE, at Closing, a copy of USAM’s unaudited financial statements for the period ended October 31, 2014. USAM will also deliver a complete list of intangible assets developed and owned by USAM set forth as Exhibit B .

3.6

Absence of Undisclosed Liabilities . Save as disclosed, USAM has no liabilities, indebtedness, obligations or commitments which are not adequately reflected or reserved against in the USAM financial statements or otherwise reflected in this Agreement and USAM shall not have as of the Closing Date, any liabilities (secured or unsecured and whether accrued, absolute, direct, indirect or otherwise) which were incurred after October 31, 2014 and would be individually or in the aggregate, material to the results of operations or financial condition of USAM as of the Closing Date.

3.7	Absence of Certain Changes . Since October 31, 2010,

(a)

USAM has not entered into any material transaction;

(b)

there has been no material change, except in the ordinary course of business, in the contingent obligations of USAM by way of guaranty, endorsement, indemnity, warranty, commitment or otherwise;

(c)

there are no loans made by PUREBASE to its employees, officers or managers outstanding of the date of this Agreement;

(d)

there has been no compensation paid to any of USAM’s employees;

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(e)

except as noted, there has been no agreement or commitment by PUREBASE to do or perform any of the acts described in this Section 3.7; and

(f)

there has been no other event or condition of any character which might reasonably be expected either to result in a material and adverse change in the condition (financial or otherwise), business, property, prospects, assets or liabilities of USAM or to impair materially the ability of USAM to conduct the business now being conducted.

3.8

Litigation . There are no outstanding orders, judgments, injunctions, awards or decrees of any court, governmental or regulatory body or arbitration tribunal against USAM or its properties. Except as set forth in Schedule 3.8 , there are no actions, suits or proceedings pending, or, to the knowledge of USAM, threatened against or affecting USAM or its business, any of its officers or managers relating to their positions as such, or any of its properties, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, in connection with the business, operations or affairs of USAM which might result in any material adverse change in the operations or financial condition of USAM, or which might prevent or materially impede the consummation of the transactions under this Agreement.

3.9

Compliance with Laws . The operations and affairs of USAM do not violate any law, ordinance, rule or regulation currently in effect, or any order, writ, injunction or decree of any court or governmental agency, the violation of which would substantially and adversely affect the business, financial conditions or operations of USAM.

3.10	Assets . All of the assets reflected on the October 31, 2014, USAM Financial Statements or listed in Exhibit B , will be owned by USAM on the Closing Date.

3.11

Agreements, Contracts and Commitments . USAM has not breached, violated or defaulted under, or received notice that it has breached, violated or defaulted under, any of the terms or conditions of any agreement, contract, license or commitment to which it is a party, by which it benefits or by which it is bound (any such agreement, contract, license or commitment referred to as a “ Contract ”), nor is USAM aware of any event that would constitute such a breach, violation or default with the lapse of time, giving of notice or both. Each Contract is in full force and effect and is not subject to any default thereunder by any party obligated to USAM pursuant thereto.

3.12

Tax Matters . All federal, foreign, state and local tax returns, reports and information statements required to be filed by or with respect to the activities of USAM have been timely filed. Since its formation, USAM has not incurred any liability with respect to any federal, foreign, state or local taxes except in the ordinary and regular course of business. On the date of this Agreement, USAM is not delinquent in the payment of any such tax or assessment, and no deficiencies for any amount of such tax have been proposed or assessed.

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3.13

Operating Authorities . USAM has all material operating authorities, governmental certificates and licenses, permits, authorizations and approvals (“ Permits ”) required to conduct its business as presently conducted or as planned. Such Permits, if any, are set forth on Schedule 3.16 . Since USAM’s inception, there has not been any notice or adverse development regarding such Permits; such Permits are in full force and effect; no material violations are or have been recorded in respect of any Permit; and no proceeding is pending or threatened to revoke or limit any Permit.

3.14	Continuation of Key Management . USAM Managers Scott Dockter and John Bremer intend to continue their employment or consultancy arrangement with USAM after the Closing.

3.15

Books and Records . The books and records of USAM are complete and correct, are maintained in accordance with good business practice and accurately present and reflect, in all material respects, all of the transactions therein described, and there have been no transactions involving USAM which properly should have been set forth therein and which have not been accurately so set forth.

3.16

Authority to Execute Agreement . The Manager-Members of USAM, have duly authorized the execution and delivery by USAM of this Agreement. USAM has the power and authority to execute and deliver this Agreement and to take all other actions required to be taken by it pursuant to the provisions hereof. USAM has taken all actions required by law, its Articles of Organization, as amended, or otherwise to authorize the execution and delivery of this Agreement. This Agreement is valid and binding upon USAM and those USAM Members listed in Exhibit A hereto in accordance with its terms. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will constitute a violation or breach of the Articles of Organization, as amended, or the Operating Agreement, as amended, of USAM, or any agreement, stipulation, order, writ, injunction, decree, law, rule or regulation applicable to USAM.

3.17	USAM Members Representations .

(a)

USAM Members are the registered and beneficial owners of the USAM Membership Interests which are validly issued and free and clear of all liens, charges and encumbrances;

(b)

USAM Members have good and sufficient right and authority to enter into this Agreement on the terms and conditions herein set forth and to transfer the legal title and beneficial ownership of the USAM Membership Interests to PUREBASE;

(c)

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(d)

the USAM Members have no knowledge of any:

(i)

actions, suits, investigations or proceedings which could affect any of the USAM Membership Interests which are in progress, pending or threatened;

(ii)

outstanding judgments of any kind against any of the USAM Membership Interests; or

(iii)

occurrences or events which have, or might reasonably be expected to have, a material adverse effect on any of the USAM Membership Interests.

3.18

Disclosure . At the date of this Agreement, USAM and those USAM Members listed in Exhibit A have, and at the Closing Date they will have, disclosed all events, conditions and facts materially affecting the business and prospects of USAM. USAM and its Members have not now and will not have at the Closing Date, knowingly withheld knowledge of any such events, conditions or facts which they know, or have reasonable grounds to know, may materially affect USAM’s business and prospects. Neither this Agreement nor any certificate, exhibit, schedule or other written document or statement, furnished to PUREBASE by USAM and/or by such Members in connection with the transactions contemplated by this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to be stated in order to make the statements contained herein or therein not misleading.

SECTI ON IV

REPRESENTATIONS AND WARRANTIES BY PUREBASE

Subject to the schedule of exceptions, attached hereto and incorporated herein by this reference, (which schedules shall be acceptable to USAM), PUREBASE and its Directors Scott Dockter, Kevin Wright and Todd Gauer (individually) represent and warrant to USAM and USAM Members as follows:

4.1

Organization and Good Standing . PUREBASE is currently a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has full corporate power and authority to own or lease its properties and to carry on its business as now being conducted and as proposed to be conducted post-closing. PUREBASE is qualified to conduct business as a foreign corporation in California, and the failure to so qualify in any other jurisdiction does not materially, adversely affect the ability of PUREBASE to carry on its business as most recently conducted. The Articles of Incorporation of PUREBASE and all amendments thereto as presently in effect, certified by the Secretary of State of Nevada, and the Bylaws of PUREBASE as presently in effect, certified by the Secretary of PUREBASE, have been delivered to USAM and are complete and correct and since the date of such delivery, there has been no amendment, modification or other change thereto.

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4.2

Authority to Execute Agreement . The Board of Directors of PUREBASE, pursuant to the power and authority legally vested in it, has duly authorized the execution and delivery by PUREBASE of this Agreement and the PUREBASE Exchange Stock, and has duly authorized each of the transactions hereby contemplated. PUREBASE has the power and authority to execute and deliver this Agreement, to consummate the transactions hereby contemplated and to take all other actions required to be taken by it pursuant to the provisions hereof and has given such notice to or made such filing with or obtained such authorization, consent or approval of any government or governmental agency as necessary in order to consummate the transactions contemplated by this Agreement. PUREBASE has taken all the actions required by law, its Articles of Incorporation, as amended, its Bylaws, as amended, applicable Nevada law or otherwise to authorize the execution and delivery of the PUREBASE Exchange Stock pursuant to the provisions hereof. This Agreement is valid and binding upon PUREBASE and enforceable in accordance with its terms.

4.3

Capitalization . PUREBASE’s authorized capital stock consists of 75,000,000 shares of $0.001 par value common stock (“ PUREBASE Common Stock ”), 19,800,000 of which (pre-split) have been issued and outstanding prior to Closing Date and the 2.3-for-1 stock split. 45,657,300 will be issued and outstanding after the Closing Date and stock split held of record by approximately 85 stockholders. No Preferred Stock is authorized. Except as set forth in Schedule 4.3 , no other equity securities or debt obligations (other than trade payables) of PUREBASE are authorized, issued or outstanding and as of the Closing, there will be no other outstanding options, warrants, agreements, contracts, calls, commitments or demands of any character, preemptive or otherwise, other than this Agreement, relating to any of the PUREBASE Common Stock, and there will be no outstanding security of any kind convertible into PUREBASE Common Stock. The shares of PUREBASE Common Stock are free and clear of all liens, charges, claims, pledges and encumbrances whatsoever of any kind or nature that would inhibit, prevent or otherwise interfere with the transactions contemplated hereby. All of the outstanding PUREBASE Common Stock are validly issued, fully paid and nonassessable and there are no voting trust agreements or other contracts, agreements or arrangements restricting or affecting voting or dividend rights or transferability with respect to the outstanding shares of PUREBASE Common Stock, except that all of the outstanding PUREBASE Common Stock are deemed to be restricted securities subject Rule 144 resale restrictions.

4.4

Issuance of PUREBASE Exchange Stock . All of the PUREBASE Common Stock to be issued to or transferred to the USAM Members pursuant to this Agreement, when issued, transferred and delivered as provided herein, will be duly authorized, validly issued, fully paid and nonassessable, and will be free and clear of all liens, charges, claims, pledges, restrictions and encumbrances whatsoever of any kind or nature, except those restrictions relating to Rule 144 of the 1933 Act imposed by US corporate and securities regulations.

4.5	No Violation and Non-Contravention . Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby nor compliance by PUREBASE with any of the provisions hereof will:

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(a)

violate or conflict with, or result in a breach of any provisions of, or constitute a default ( or an event which, with notice or lapse of time or both, would constitute a default) under, any of the terms, conditions or provisions of the Articles of Incorporation or Bylaws of PUREBASE or any note, bond, mortgage, indenture, deed of trust, license, agreement or other instrument to which PUREBASE is a party, or by which it or its properties or assets may be bound or affected; or

(b)

violate any restriction of any government, governmental agency or court, order, writ, injunction or decree, or any statute, rule, permit, or regulation applicable to PUREBASE or any of its properties or assets.

4.6

Governmental Approvals. Except for the filing of any notice prior to or subsequent to the Closing that may be required under applicable state and/or federal securities laws (which if required, shall be filed on a timely basis), no authorization, consent, approval, license, exemption of, filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, is or will be necessary for, or in connection with, the execution or delivery of the PUREBASE Exchange Shares, or for the performance by PUREBASE of its obligations under this Agreement.

4.7	Survival of Representations and Warranties . All of the representations and warranties of PUREBASE and its directors or USAM and its Members above shall survive the Closing hereunder and continue in full force and effect for a period of twelve (12) months thereafter.

SECT IO N V

ACCESS AND INFORMATION

5.1

As to USAM . Subject to the protections provided by Section 8.4 herein, USAM shall give to PUREBASE and to PUREBASE’s counsel, if any, accountants and other representatives full access during normal business hours throughout the period prior to the Closing, to all of USAM’s properties, books, contracts, commitments, and records, including information concerning mineral leases and exploration rights, held by, or assigned to, USAM, and furnish PUREBASE during such period with all such information concerning USAM’s affairs as PUREBASE reasonably may request.

5.2

As to PUREBASE . Subject to the protections provided by Section 8.4 herein, PUREBASE shall give to USAM, the USAM Members and their counsel, accountants and other representatives, full access, during normal business hours throughout the period prior to the Closing, to all of PUREBASE’s properties, books, contracts, commitments, and records, if any, and shall furnish USAM and the USAM Members during such period with all such information concerning PUREBASE’s affairs as USAM or the USAM Members reasonably may request.

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SECTI ON VI

COVENANTS OF USAM AND USAM MEMBERS

6.1

Conduct of Business Pending the Closing Date . USAM and the USAM Members, to the extent within each Member’s control, covenant and agree with PUREBASE that, prior to the consummation of the transaction called for by this Agreement, and Closing, or the termination of this Agreement pursuant to its terms, unless PUREBASE shall otherwise consent in writing, and except as otherwise contemplated by this Agreement, USAM and the USAM Members, to the extent within each Member’s control, will comply with each of the following prior to Closing:

(a)

Its business shall be conducted only in the ordinary and usual course. USAM shall use reasonable efforts to keep intact its business organization and good will, keep available the services of its respective officers and employees, and maintain good relations with suppliers, creditors, employees, customers, and others having business or financial relationships with it, and it shall immediately notify PUREBASE of any event or occurrence which is material to, and not in the ordinary and usual course of business of, USAM;

(b)

It shall not (i) amend its Articles of Organization or Operating Agreement or (ii) declare, set aside, or pay any dividend or other distribution on, or make or agree or commit to make any exchange for or redemption of any of its Membership Interests payable in cash, stock or property;

(c)

It shall not, except as described in Schedule 6.2(c) , (i) issue or agree to issue rights of any kind to acquire any of its Membership Interests, or (ii) enter into any contract, agreement, commitment, or arrangement with respect to any of the foregoing, except as set forth in this Agreement;

(d)

(e)

It shall not (i) adopt, enter into, or amend any bonus, profit sharing, compensation, stock option, warrant, pension, retirement, deferred compensation, employment, severance, termination or other employee benefit plan, agreement, trust fund, or arrangement for the benefit or welfare of any officer, director, or employee, or (ii) agree to any material (in relation to historical compensation) increase in the compensation payable or to become payable to, or any increase in the contractual term of employment of, any officer, manager or employee except, with respect to employees who are not officers or managers, in the ordinary course of business in accordance with past practice, or with the written approval of PUREBASE;

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(f)

(g)

It shall not enter into any strategic alliance, joint development or joint venture arrangement or agreement except with the written approval of PUREBASE;

(h)

It shall not enter into any agreement, commitment, or understanding, whether in writing or otherwise, with respect to any of the matters referred to in subsections 6.2(a) through 6.2(g) above;

(i)

(j)

It will comply with all laws and regulations applicable to it and its operations.

SEC TI ON VII

COVENANTS OF PUREBASE

7.1

Corporate Action to be Taken at the Closing . PUREBASE will obtain all necessary approvals relating to this Agreement and the transactions referred to herein; will issue the PUREBASE Exchange Shares referred to in Section 1.2 above; and, after the Closing, will appoint new officers of USAM; and will assume the operation of USAM’s business.

SECTIO N VIII

ADDITIONAL COVENANTS OF THE PARTIES

8.1

Cooperation . The USAM Members, USAM and PUREBASE will cooperate with each other and their respective counsel, accountants and agents in carrying out the transaction contemplated by this Agreement, and in preparing and delivering all documents and instruments deemed reasonably necessary or useful by the other party.

8.2	Expenses . Each of the parties hereto shall pay all of its respective costs and expenses (including attorneys’ and accountants’ fees, costs and expenses) incurred in connection with this Agreement and the consummation of the transactions contemplated herein.

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8.3

Confidentiality . While each party is obligated to provide access to and furnish information in accordance with Section V herein, it is understood and agreed that such disclosure and information subsequently obtained as a result of such disclosures are proprietary and confidential in nature. Each party agrees to hold such information in confidence and not to reveal any such information to any person who is not a party to this Agreement, or an officer, director or key employee thereof, and not to use the information obtained for any purpose other than assisting in its due diligence inquiry in conjunction with the transactions contemplated by this Agreement. The confidentiality provisions of this Section 8.3 shall survive the Closing or termination of the transactions contemplated herein. Upon request of any party, a confidentiality agreement, acceptable to the disclosing party, will be executed by any person selected to receive such proprietary information, prior to receipt of such information.

8.4

Notification of Certain Matters . USAM shall give prompt notice to PUREBASE, and PUREBASE shall give prompt notice to USAM, of (i) the occurrence or non-occurrence of any event, which is likely to cause any representation or warranty of USAM or PUREBASE, respectively, contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date and (ii) any failure of USAM or PUREBASE, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this Section 8.4 shall not limit or otherwise affect any remedies available to the party receiving such notice.

8.5

SECTI ON IX

SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

9.1

The representations, warranties and covenants of USAM and the USAM Members contained herein shall survive the execution and delivery of this Agreement, the Closing and the consummation of the transactions called for by this Agreement. The representations, warranties and covenants of PUREBASE and its Directors Messrs. Dockter, Wright and Gauer contained herein shall survive the execution and delivery of this Agreement, the Closing and the consummation of the transactions called for by this Agreement.

SECTI ON X

CONDITIONS PRECEDENT TO OBLIGATIONS OF PARTIES

10.1

Conditions to Obligations of the Parties . The obligations of PUREBASE, USAM and the USAM Members under this Agreement shall be subject to the fulfillment, on or prior to the Closing, of all conditions elsewhere herein set forth, including, but not limited to, receipt by the appropriate party of all deliveries required by Section II herein, and fulfillment, prior to Closing, of each of the following conditions:

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(a)

(b)

(c)

(d)

(e)

(f)

The issuance of the PUREBASE Exchange Stock in the Reorganization shall be exempt from the registration requirement of the US securities laws and PUREBASE shall have obtained all necessary US and State Blue Sky approvals or exemptions for the issuance of the PUREBASE Exchange Stock required prior to the Closing Date;

(g)

The Reorganization shall be approved by the PUREBASE Board of Directors and the Managers of USAM:

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(h)

PUREBASE and PUREBASE and their respective legal counsel shall have received copies of all such certificates, opinions and other documents and instruments as each party or its legal counsel may reasonably request pursuant to this Agreement or otherwise in connection with the consummation of the transactions contemplated hereby, and all such certificates, opinions and other documents and instruments received by each party shall be reasonably satisfactory, in form and substance, to each party and its legal counsel;

(k)

USAM, the USAM Members and PUREBASE shall have the right to waive any or all of the conditions precedent to its obligations hereunder not otherwise legally required; provided, however, that no waiver by a party of any condition precedent to its obligations hereunder shall constitute a waiver by such party of any other condition; and

(l)

USAM, the USAM Members and PUREBASE shall have made best efforts to structure the Exchange Transaction to qualify as a tax-free reorganization under Section 368(a)(1)(B) of the Internal Revenue Code.

10.2	Conditions to Obligations of PUREBASE . The obligations of PUREBASE to consummate the transactions contemplated herein are subject to satisfaction (or waiver by it) of the following conditions:

(a)

All representations and warranties made by the USAM Members and USAM in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date;

(b)

The USAM Members and USAM shall have performed or complied with all covenants, agreements and conditions contained in this Agreement on their part required to be performed or complied with at or prior to the Closing;

(c)

Each USAM Member acquiring PUREBASE Exchange Stock will be required, at Closing, to submit an agreement confirming that all the Exchange Stock received will be acquired for investment and not with a view to, or for sale in connection with, any distribution thereof, and agreeing not to transfer any of the Exchange Stock for a period of one year from the date of the Closing, except for those transfers falling within an exemption from registration under the Securities Act, which transfers do not constitute a public distribution of securities, and in which the transferees execute an investment letter in form and substance satisfactory to counsel for PUREBASE. The foregoing provision shall not prohibit nor require the registration of those shares at any time following the Closing. Each USAM Member acquiring Exchange Stock will be required to transfer to PUREBASE at the Closing his/her respective USAM Membership Interest, free and clear of all liens, mortgages, pledges, encumbrances or changes, whether disclosed or undisclosed;

(d)

All schedules prepared by USAM shall be current or updated as necessary as of the Closing Date;

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(e)

If USAM Members, who in the aggregate own five percent (5%) or more of the USAM Membership Interests, dissent from the proposed share exchange, or are unable or for any reason refuse to transfer any or all of their USAM Membership Interests to PUREBASE in accordance with Section I of this Agreement, PUREBASE, at its option, may terminate this Agreement;

(f)

There shall not have occurred any material adverse change in the business, assets (including intangible assets) financial condition or results of operations of USAM since the date this Agreement is signed; and

(g)

USAM shall have completed its due diligence investigation of PUREBASE to USAM’s satisfaction, provided that no information or knowledge obtained in such investigation shall affect or be deemed to modify any representation or warranty of USAM or the USAM Members contained herein.

10.3	Conditions to Obligation of USAM and the USAM Members . The obligations of USAM and the USAM Members to consummate the transactions contemplated herein are subject to satisfaction (or waiver by them) of the following conditions:

(a)

All representations and warranties made by PUREBASE in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same effect as if such representations and warranties had been made on and as of the Closing Date;

(b)

PUREBASE shall have performed or complied with all covenants, agreements and conditions contained in this Agreement on their part required to be performed or complied with at or prior to the Closing;

(c)

PUREBASE shall have made available to the USAM Members through October 31, 2014, all financial statements prepared in accordance with generally accepted accounting principles;

(d)

SECTI ON XI

TERMINATION, AMENDMENT, WAIVER

11.1	Termination . This Agreement may be terminated at any time prior to the Closing, and the contemplated transactions abandoned, without liability to either party, except with respect to the obligations of PUREBASE, USAM and the USAM Members, under Section 8.3 hereof:

(a)

By mutual agreement of PUREBASE, USAM and the USAM Members;

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(b)

By PUREBASE, if in its reasonable belief there has been a material misrepresentation or breach of warranty on the part of any USAM Member or USAM in the representations and warranties set forth in this Agreement.

(c)

By a majority of the USAM Members (as measured by their equity interest) if, in the reasonable belief of any such Members, there has been a material misrepresentation or breach of warranty on the part of PUREBASE in the representations and warranties set forth in this Agreement;

(d)

By PUREBASE if, in its opinion or that of its counsel, the Exchange Transaction does not qualify for exemption from registration under applicable federal and state securities laws, or qualification, if obtainable, cannot be accomplished in PUREBASE’s opinion or that of its counsel, without unreasonable expense or effort;

(e)

By PUREBASE or USAM or by a majority of the USAM Members (as measured by their equity interest) if either party shall determine in its sole discretion that the Exchange Transaction has become inadvisable or impracticable by reason of the institution or threat by state, local or federal governmental authorities or by any other person of material litigation or proceedings against any party;

(f)

By PUREBASE if the business or assets or financial condition of USAM, taken as a whole, have been materially and adversely affected, whether by the institution of litigation or by reason of changes or developments or in operations in the ordinary course of business or otherwise; or, by a majority of the USAM Members (as measured by their equity interest) if the business or assets or financial condition of PUREBASE, taken as a whole, have been materially and adversely affected, whether by the institution of litigation or by reason of changes or developments or in operations in the ordinary course of business or otherwise;

(g)

By PUREBASE if holders of five percent (5%) or more of the USAM Membership Interests fail to tender their stock at the Closing of the Exchange Transaction;

(h)

By PUREBASE if, in the opinion of PUREBASE’s independent accountants, it should appear that the combined entity will not be auditable to SEC accounting standards;

(i)

By USAM or the USAM Members if PUREBASE fails to perform material conditions set forth in Sections 10.1 and 10.3 herein; and

(j)

By PUREBASE if USAM or the USAM Members fail to perform material conditions set forth in Sections 10.1 and 10.2 herein;

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11.2

Effect of Termination. In the event of termination of this Agreement as provided in Section 11.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of PUREBASE, USAM and the USAM Members, or their respective officers, directors, managers or equityholders, provided that each party shall remain liable for any breaches of this Agreement prior to its termination; and provided further that, the provisions of Sections 8.2 and 8.3 and this Section XI and Section XII of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

11.3	Amendment . No modification or amendment of any provision of this Agreement shall be effective unless specifically made in writing and duly signed by each party to this Agreement.

11.4

SECT IO N XII

MISCELLANEOUS

12.1

12.2	Binding Agreement .

(a)

This Agreement shall become binding upon the parties when, but only when, it shall have been signed on behalf of all parties; and

(b)

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12.3	Counterparts . This Agreement may be executed in one or more counterparts, each of which may be deemed an original, but all of which together, shall constitute one and the same instrument.

12.4

12.5	Assignability . This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto; provided that neither this Agreement nor any right hereunder shall be assignable by the USAM Members or PUREBASE without prior written consent of the other party.

12.6	Governing Law . The validity, interpretation and effect of this Agreement shall be governed exclusively by the laws of the State of Nevada.

12.7

12.8

12.9	Attorneys’ Fees . If any party hereto commences proceedings to enforce the terms of this Agreement, then the party that prevails in such proceedings shall be entitled to recover its reasonable costs, including actual attorneys’ fees, from the other.

12.10

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To PUREBASE, INC.:

Scott Dockter

3090 Boeing Road

Cameron Park, CA 95682

Tel: (530) 306-4479

To PUREBASE:

Kevin Wright

1670 Sierra Avenue, Suite 402

Yuba City, CA 95993

Tel: (530) 676-7873

In Witness Whereof, the parties hereto have executed this Agreement as of the date first written above.

	PUREBASE, INC.


	By:	/s/ Scott Dockter
		Scott Dockter, President and Director


	By:	/s/ Kevin Wright
		Kevin Wright, Secretary and Director


	US AGRICULTURAL MINERALS, LLC


	By:	/s/ John Bremer
		John Bremer, Manager-Member

	By:	Laura Bremer
		Laura Bremer, Manager-Member

	By:	/s/ Scott Dockter
		Scott Dockter, Manager-Member

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Exhi bi t A

MEMBERS of US AGRICULTURAL MINERALS, LLC

		Number of PUREBASE	Number of PUREBASE
	Percentage	Shares to be Received	Shares to be Received
Manager-Member	of Interests	at Closing (Pre-split)	at Closing (Post-Split)

A. Scott Dockter	50%	25,000	57,500

John Bremer	25%	12,500	28,750

Laura Bremer	25%	12,500	28,750

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Exh ib it B

ASSETS AND LIABILITIES of US AGRICULTURAL MINERALS, LLC

INTANGIBLE ASSETS

Mineral Rights	$	200,000

ASSETS

Property	$	60,000

TOTAL	$	260,000

LIABILITIES

Demand Promissory Note	$	435,000

CONTRACT MINING AGREEMENT DATED

November 1, 2013 BETWEEN

PUREBASE INC . (“OWNER”)

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CONTRACT MINING

AGREEMENT

THIS CONTRACT MINING AGREEMENT (this “Agreement”) is made and entered into this 1st day of November1, 2013, by and between Pure Base Inc., a Nevada corporation having as its mailing address at, 1 Yonge Street, Suite 1801 Toronto ON M5E 1W7, (“Owner”), and US Mine Corp, a Nevada corporation having as its mailing address 3090 Boeing Road, Cameron Park, CA 95682 (“Contractor”).

WITNESSETH :

WHEREAS, Owner owns certain real property and mill site and industrial mineral interests located in Lassen County, California (the “Property”); and

WHEREAS, Owner desires to engage an independent contract miner to mine, process, package, store, and ship certain minerals from portions of the Property on terms based on the content of this contract.

WHEREAS, Contractor is experienced and possesses special skills in extracting minerals by surface mining methods and processing such minerals; and

WHEREAS, Contractor owns modern equipment, tools and other machinery necessary for the efficient production of industrial minerals by surface mining methods and the safe operation of Owner’s mill facility; and

WHEREAS, the industrial mineral contained in all formations held under claim, underlying that certain surface area located and lying situate on the Properties to be identified by Owner in Lassen County, California, and elsewhere (the “Property), (said Industrial mineral being hereinafter referred to as “Pozzolan” constitutes a part of the “Property”); and

WHEREAS, Owner is the owner of that certain real property (the “ Premises ”) located in California; and

WHEREAS, Owner desires to engage Contractor to mine, remove, process, package, load, transport and deliver the Pozzolan to Owner, and Contractor desires to accept such engagement, all on the terms and conditions herein contained;

NOW, THEREFORE, for and in consideration of the terms, covenants and conditions hereinafter set forth, the parties hereby mutually covenant and agree as follows:

Article 1.

General Undertakings

Section 1.1 Work Described . Subject to the terms and conditions hereinafter set forth, Owner hereby engages Contractor, and Contractor hereby agrees and undertakes to: (i) mine (solely by surface mining methods, including auger and high-wall mining), remove, process, load, transport and deliver to Owner at the process plant, (the “Point of Delivery”), Pozzolan in the quantities and of the quality hereinafter specified; and (ii) perform all other work ancillary to such mining, removal, processing, packaging, loading, transportation and delivery of the Pozzolan, including but not limited to all reclamation and surface maintenance necessary for a full bond release (all of said services specified in clauses (i) and (ii) hereinafter collectively referred to as the “Work”). Contractor’s reclamation obligations hereunder shall survive the expiration, termination or cancellation of this Agreement.

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Section 1.2 Ingress and Egress . Contractor shall have such exclusive rights of ingress and egress to the Property as Owner possesses for the sole purpose of performing the Work hereunder. Contractor acknowledges that Owner has or may have no right, title or interest in or to the surface overlying the Pozzolan and Contractor covenants that it shall acquire such rights in and to said surface as are necessary to perform the Work (the “Surface Rights”). Contractor covenants and agrees that during the Term hereof and for a period of one hundred eighty (180) calendar days following the termination, expiration or cancellation of this Agreement, Contractor: (i) shall neither assign nor otherwise transfer any Surface Rights without the written consent of Owner first had and obtained, it being understood and agreed that Owner shall be under no obligation to grant such consent; (ii) shall use its best efforts to maintain the Surface Rights in full force and effect in accordance with their terms; and (iii) shall, if requested by Owner, assign or otherwise transfer to Owner all of its right, title and interest in and to such Surface Rights as Owner may specify by notice, it being understood and agreed that Contractor shall obtain, at its own cost, all necessary consents, authorizations and approvals required for such assignment or transfer.

Section 1.3 Operations . On the Commencement Date (as hereinafter defined) Contractor shall commence, and thereafter during the Term hereof Contractor shall continue, the Work in a skillful, workmanlike and prudent manner, having due regard for the present and future value of the Property as a pozzolan mining property. Contractor shall commit no waste of any mineable and merchantable minerals as is practical in the course of the work.

Section 1.4 Limitations and Conditions . Contractor acknowledges that it has reviewed all of Owner’s instruments of title to the Property and is familiar with all terms, conditions, limitations, restrictions and reservations therein contained. Subject always to the terms and conditions herein contained, Contractor covenants to conduct and perform all of the Work in a manner consistent with and subject to the terms, conditions, limitations, restrictions and reservations set forth in said title instruments.

Section 1.5 Investigation of Property by Contractor . Contractor represents to Owner that it: (i) has carefully made an independent examination of all data available concerning the Pozzolan mineral deposits; (ii) is familiar with the physical condition of the Pozzolan mineral deposits and the surrounding terrain; (iii) has, and, at all times during the Term hereof, will have, the working capital, equipment, experience, skill and labor necessary to perform the Work; and (iv) has included in the Contract Price, as defined in Section 4.1 below, a sum sufficient to cover the cost of performing the Work.

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Section 1.6 DISCLAIMER . OWNER DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES AND REPRESENTATIONS CONCERNING THE POZZOLAN INCLUDING, WITHOUT LIMITATION, THE EXISTENCE, QUANTITY, QUALITY, MINEABILITY OR MERCHANTABILITY THEREOF, TITLE THERETO OR FITNESS THEREOF FOR A PARTICULAR PURPOSE, AND CONTRACTOR ACKNOWLEDGES THAT NO REPRESENTATIONS, STATEMENTS OR WARRANTIES, EXPRESS OR IMPLIED, HAVE BEEN MADE BY OR ON BEHALF OF OWNER REGARDING THE POZZOLAN, THE CONDITION THEREOF, THE USE OR OCCUPATION THAT MAY BE MADE THEREOF, THE INCOME THAT MAY BE DERIVED THEREFROM, THE APPURTENANT MINING RIGHTS OR OTHERWISE, EXCEPT AS ARE EXPRESSLY CONTAINED HEREIN. THE USE OF ANY NAME CONFORMING TO THE GEOLOGICAL DESIGNATION OF A POZZOLAN FORMATION SHALL NOT BE TAKEN OR CONSTRUED AS A WARRANTY BY SAID DESCRIPTION, IT BEING UNDERSTOOD AND ACKNOWLEDGED BY CONTRACTOR THAT THE USE OF SUCH NAME IS EMPLOYED FOR GENERAL REFERENCE PURPOSES ONLY AND MAY NOT BE GEOLOGICALLY EXACT.

Section 1.7 Acknowledgment and Disclaimer . Owner and Contractor acknowledge that Owner: (i) will not enter into , and may not hereafter enter, into pozzolan supply contracts with other suppliers and contractors; (ii) may not mine and remove pozzolan from the Property in competition with Contractor; and (iii) will not engage other contractors, or may not otherwise grant to other persons or entities the right, to mine and remove Pozzolan from the Property in competition with Contractor. Contractor further acknowledges that: (1) Owner, in its sole and absolute discretion, may allocate among its Pozzolan supply contracts the Pozzolan mined by Contractor. Owner concedes obligation and duty to allocate all quantities of the Pozzolan produced by Contractor hereunder to any Pozzolan supply contract held by the Owner; and Contractor acknowledges that it is not a third party beneficiary to any Pozzolan supply contract to which Owner is or may be a party.

Section 1.8 Title to Pozzolan . Owner hereby retains all of its right, title and interest in and to the Pozzolan (whether in place or severed) and nothing herein shall be construed as creating or vesting in Contractor any economic or property interest in the Pozzolan . Contractor covenants that it shall not claim a deduction for mineral depletion for federal income tax or any other purpose. Contractor is expressly prohibited from disposing of the Pozzolan in any manner other than herein set forth and Contractor covenants and agrees that it will not sell or transfer the Pozzolan to any third party without the written consent of Owner first had and obtained, it being understood and agreed that Owner shall be under no obligation to grant such consent.

Article 2. Term

The term of this Agreement (the “Term”) shall commence on the date hereof (the “Effective Date”) and shall continue thereafter until the earlier of: (i) ten (10) years after the Commencement Date (as hereinafter defined); (ii) termination or cancellation pursuant to Article 10 below; or (iii) exhaustion of all mineable and merchantable Pozzolan as determined by the Contractor.

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Article 3.

Production and Quality

Section 3.1 Production Covenant . Commencing August 1, 2014 (the “Commencement Date”), and thereafter during the Term hereof, Contractor shall mine and deliver to Owner at the Point of Delivery, during normal business hours, such quantities of pure Pozzolan as Owner shall specify pursuant to Section 3.3 below. As used herein, the term “Pure Pozzolan” shall mean Pozzolan meeting the quality specifications as determined by Owner and agreed to by Contractor (the “Specifications”).

Section 3.2 Six Month Quantity Estimate . Owner shall confer with Contractor between the first (1st) and the fifteenth (15th) day of February and August of each year during the Term hereof regarding Contractor’s estimate of the quantity of Pure Pozzolan which Contractor estimates to be delivered to Owner hereunder during the next succeeding six (6) month period (which six (6) month period shall begin on the first (1st) day of March and September). Contractor agrees that Owner shall be under no obligation to take delivery of the quantities of Pozzolan estimated at such conference.

Section 3.3 Two Week Quantity Estimate . Contractor shall notify Owner on or before the first (1st) day of each calendar month during the Term hereof of the quantity of Pure Pozzolan which Contractor estimated to deliver to Owner during the period from the sixteenth (16th) through the last day of such month; and Contractor shall notify Owner on or before the fifteenth (15th) day of each calendar month during the Term hereof of the quantity of Pure Pozzolan which Contractor estimated to deliver to Owner during the period from the first (1st) through the fifteenth (15th) day of the next succeeding calendar month. Owner will specify the amount of Pure Pozzolan to be delivered in each 15-day period provided, however, that in no event shall Contractor be required to deliver more than thirty thousand (30,000) tons of Pure Pozzolan in any one (1) calendar month during the Term hereof (the “Maximum Quantity”), or less than three hundred thousand (300,000) tons of Pure Pozzolan in any calendar year during the Term hereof (the “Minimum Quantity”). As used in this Agreement, the term “ton” shall mean a short ton equal to two thousand (2,000) pounds avoirdupois.

Section 3.4 Weighing. Sampling and Analysis . Each railcar or truckload of Pozzolan delivered by Contractor to Owner at the Point of Delivery in accordance with Section 3.3 hereof shall be weighed by Contractor on certified rail or truck scales at the Point of Delivery and sampled and analyzed by Owner at a facility designated by Owner for the purpose of determining whether such truckload of Pozzolan meets the Specifications, it being understood and agreed that such sampling and analysis shall be by whole rock analysis, truck top sampling, bag top sampling, belt cut sampling or any other method as Owner shall determine in its sole and absolute discretion. Owner shall keep a record of all such weights and analyses, which shall be deemed valid, conclusive and binding for all purposes of this Agreement so long as they are made in good faith. Anything contained herein to the contrary notwithstanding, Owner shall not be obligated to weigh, sample, analyze or make any payment to Contractor whatsoever with respect to any railcar or truckload of Pozzolan delivered by Contractor hereunder if, in the sole opinion of Owner, as a result of visual inspection, said railcar or truckload of Pozzolan does not meet the Specifications. Any refusal by Owner to weigh, sample, analyze or make payment with respect to, any railcar or truckload of Pozzolan

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pursuant to the immediately preceding sentence shall not relieve Contractor of its obligation to deliver the quantity of Pure Pozzolan specified by Owner pursuant to Section 3.3 above. Anything contained herein to the contrary notwithstanding, Owner shall not be obligated to make any payment to Contractor whatsoever with respect to any railcar or truckload of Pozzolan delivered by Contractor hereunder if, as a result of Owner’s sampling and analysis, such railcar or truckload does not meet the Specifications; and it is understood and agreed that the delivery of any such railcar or truckload shall not relieve Contractor of its obligation to deliver the quantity of Pure Pozzolan specified by Owner pursuant to Section 3.3 above. In the event that any truckload of Pozzolan delivered by Contractor to the Point of Delivery fails to meet the Specifications or if, for any other reason whatsoever, Owner is not obligated to compensate Contractor hereunder with respect to Pozzolan delivered by Contractor to the Point of Delivery, then, upon notice from Owner, and provided that such Pozzolan has not yet been shipped from the Point of Delivery, Contractor shall be responsible, at its sole cost and expense, for promptly removing such non-conformingPozzolan from the Point of Delivery.

Article 4.

Payment

Section 4.1 Payment Amount . As full compensation for the furnishing by Contractor of all permits, bonds, licenses, materials, labor, equipment, supplies, utilities and other items required hereunder; for the full performance of the Work by Contractor, including, without limitation, the delivery of the quantities of Pure Pozzolan to the Owner at the Point of Delivery; and for all loss, cost, damage or expense to Contractor arising in the course of the Work from unforeseen obstructions or difficulties, but subject always to the provisions of Section 3.4 above, Owner agrees to pay Contractor (i) for all Pozzolan shipped from the Point of Delivery, 150% (percent) of all costs of work incurred over total project length as per Articles 1, 2 and 3. (ii) The term "cost of work" shall mean costs necessarily and reasonably incurred in the performance of the work and actually paid by the Contractor, including all costs incurred due to changes and extras not listed in Articles 1, 2 and 3 but directly related to the Work to get Pozzolan to the Point of Delivery. (iii) The Contractor shall keep full and detailed accounts as may be necessary for proper financial management under this Agreement. The Owner shall be afforded access to the Contractor's entire records, books, correspondence, instructions, drawings, receipts, vouchers, memoranda and similar data relating to this Agreement, and the Contractor shall preserve all such records for a period of two (2) years after the final payment.

Section 4.2 Payment Date . The Contractor shall, on a monthly basis during the course of work, deliver to the Owner a statement showing in complete detail all costs incurred by Contractor in the execution of this Agreement for the preceding 1 month period. Accompanying said statement shall be a copy of all back-up documentation including subcontract payments, equipment purchases and rentals, material procurement invoices, payrolls for all the labor and all receipted bills for which payment is due related to management, permitting, mining, processing, packaging, maintenance and facility operation relating to bringing Pozzolan to the Point of Delivery. The Owner shall review the statement and shall remit such amount within three days of the Owner's receipt of the statement. The final payment, constituting the final Contractor's fee (consisting of an amount equal to 50% of the cost of work), shall be paid by the Owner to the Contractor when the monthly amount of conforming Pozzolan specified by Owner pursuant to Section 3.3 above is delivered to the Point of Delivery.

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Section 4.3 Right of Owner to Apply Payments . Anything contained herein to the contrary notwithstanding, if Contractor shall default in the payment of any sums payable by Contractor to Owner pursuant to any other agreement between Contractor and Owner, then Owner shall have the absolute right, at its sole discretion and upon notice to Contractor: (i) to apply to Contractor’s account under said other agreement with Owner any payments required to be made by Owner to Contractor hereunder; or (ii) to apply to Contractor’s account under said other agreement with Owner any payments made by Contractor to Owner hereunder and to enforce its rights against Contractor hereunder for the nonpayment under this Agreement of any amounts so applied to Contractor’s said account, to the same extent as if payment of said amounts had never been made to Owner hereunder.

Article 5.

Relationship of the Parties

Section 5.1 Independent Contractor . It is expressly agreed that Contractor will perform the Work specified by this Agreement as an independent contractor. Contractor shall exercise exclusive control over its work force and labor relation policies and direct the manner, method and mode of performance of the Work. Contractor agrees not to hold itself out as a partner, joint venturer, employee, agent, representative or lessee of Owner; and nothing herein contained shall be construed as creating a single enterprise, joint venture, agency, partnership, joint employer or lessor-lessee relationship.

Section 5.2 Labor Relations . Contractor shall be responsible, in all respects, for the hiring, employment, direction, working conditions and compensation of all individuals engaged to carry out the Work hereunder. Contractor shall (i) employ, fix the compensation of and pay its employees, as required by law; (ii) deduct from the wages of its employees and pay over to the proper authorities any tax or taxes, as required by law, ordinance, rule, regulation or resolution of any governmental authority; and (iii) comply with all present and future federal, state and local laws, ordinances, rules and regulations pertaining to the duties and obligations arising out of the employer and employee relationship, including, without limitation, unemployment compensation, social security withholding taxes, workers’ compensation, wage and hour laws, federal and state safety laws, occupational disease compensation, and all other applicable laws, ordinances, rules and regulations lawfully promulgated by any state, federal or other governmental authority. Contractor shall file all necessary reports or other documents with the applicable governmental offices in order to properly establish and serve notice of Contractor’s sole and exclusive responsibility for the health and safety of its employees and agents during the Term of this Agreement. Contractor shall keep and, upon request from Owner, make available to Owner supporting records evidencing its compliance with the requirements herein set forth.

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Article 6.

Additional Covenants and Obligations

Section 6.1 Mining Permits . Unless otherwise directed by Owner in writing, on or prior to the Commencement Date Contractor shall, in its name and at its own expense, secure any and all federal, state and/or local licenses, permits, authorizations, bonds and identification numbers required by law for performance of the Work; and Contractor shall be bound by the terms thereof, perform the Work in accordance therewith, have full responsibility therefore and pay all fees, fines and assessments related thereto. Upon request by Owner, copies of all applications made to, and of all licenses, permits, authorizations, bonds, inspection reports and compliance, non-compliance or other orders issued by, and of all plans, maps or other information filed with or furnished to, any governmental authority or agency, and of all communications had therewith concerning any of the foregoing, shall be furnished to Owner by Contractor upon Owner’s request. Responsibility for engineering required to obtain, modify, revise or modify existing and future plans of operation and reclamation permits required by the State of California, Lassen County or the Bureau of Land Management shall be the responsibility of the Owner. Bonding requirements required for obtaining, modifying, revising or modifying existing and future reclamation permits will be the responsibility of the Contractor. If this Agreement is terminated and/or Contractor is no longer performing the Work and/or is no longer the listed operator, any and all bonds placed by the Contractor must be changed within 90 days to reflect the change in listed operator.

Section 6.2 Non-Exclusive Rights . Contractor acknowledges that Owner may, during the progress of the Work, place or install or cause to be placed or installed on the Property various structures, equipment and materials and may carry on, either directly or through others, such other operations as it may deem necessary or desirable for its own purposes; provided, however, that Owner will not unreasonably interfere with the Work hereunder.

Section 6.3 Mining Plans . It is understood and agreed that the Property may not be mined by other contractors while the force of this Agreement remains in effect. Contractor shall prepare mining plans and projections; Contractor shall permit Owner to review said mining plans and projections before Contractor commences the Work thereunder; Contractor shall strictly follow said mining plans in performing the Work, as the same may be amended from time to time; Contractor shall immediately notify Owner of any such amendments; and Contractor shall not deviate from or modify said mining plans unless Owner is first notified.

Section 6.4 Safety . Owner and Contractor recognize the importance of safety procedures and safe working conditions. Contractor shall therefore comply with and cause its employees to abide by all present and future federal, state and local safety laws, rules and regulations applicable to Contractor, Contractor’s employees and the Work.

Section 6.5 Compliance with Laws . Contractor shall perform the Work in strict compliance with the laws of the United States of America and the State of California and its political subdivisions, and all rules, regulations and orders issued or promulgated there under, which are in effect at any time during the performance of the Work or during the Term hereof.

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Section 6.6 Contractor to Remove and Abate Environmental Hazards . Should Contractor or its agents, representatives or employees do or omit to do any act on the Property which creates or contributes to the creation of any condition constituting a common law nuisance or an environmental hazard, or which causes or is likely to cause the pollution of air, water or streams, or contravenes any law or requires continuing expenditures in order to comply with the law after termination of mining, Contractor agrees to remove from the Property or otherwise abate the conditions creating or contributing to the creation of the foregoing conditions and to indemnify and save harmless Owner from any claims, demands, suits, awards, or judgments arising out of the existence of such conditions. Contractor’s obligations imposed by this Section shall survive the termination, cancellation or expiration of this Agreement.

Section 6.7 Inspection of the Work . Owner retains the right and privilege at all times to inspect the Work hereunder and any other aspect of Contractor’s operations as it relates to this Agreement, for the purpose of ascertaining the quantity and quality of Pozzolan mined and removed by Contractor and to verify that Contractor is neither wasting any mineable and merchantable Pozzolan nor interfering with any right or interest of Owner in or to the Property; provided, however, that Owner shall not be obligated to exercise, or held responsible for exercising or failing to exercise, any such right or privilege.

Section 6.8 Maps . Contractor shall at all times maintain maps showing, on the system specified by Owner and on a scale of not more than five hundred (500) feet to one (1) inch, the extent of Contractor’s operations hereunder, together with the boundaries of the Pozzolan, the location of all railroad tracks, rights-of-way, streams, roads, buildings, mine workings and other improvements therein, thereon or thereover, and such additional information as reasonably may be requested by Owner. Copies of such maps, in the form of a true, full scale print or tracing and in electronic format thereof, shall be certified by an officer of Contractor and a registered civil or mining engineer as current, complete and accurate as of: (i) the last day of December each year during the Term of this Agreement; and (ii) any other date as Owner may request in writing, at Owner’s sole expense; and each such certified copy shall be furnished to Owner within ten (10) days after the date of said certification.

Section 6.9 Records . Contractor shall maintain accurate records regarding all aspects of the Work including, but not limited to, mining conditions encountered, books of account, maps and mining plans (the “Records”). Owner or its authorized agent shall, at all reasonable times, have the right to inspect and examine the Records. Contractor shall preserve the Records for a minimum period of two (2) years after expiration, cancellation or termination of this Agreement and shall promptly deliver copies of the same to Owner upon request.

Section 6.10 Confidentiality of Information . Contractor acknowledges that its performance of the Work may generate or provide Contractor with access to specialized information or trade secrets of a confidential nature pertaining to Owner and its business. Contractor therefore agrees that: (i) it shall treat the content of this Agreement and all information relating to the Property, the Pozzolan, Owner or Owner’s business (all of the foregoing being hereinafter collectively referred to as the “Information”) as confidential; and (ii) unless required by the normal course of the work, or a court order, it shall not disclose any of the Information to a third party without obtaining the prior written consent of Owner. Contractor’s obligations unde r this Section 6.10 shall survive the termination, expiration or cancellation of this Agreement.

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Section 6.11 Commingling . Contractor shall not commingle the Pozzolan with any other minerals, except upon Owner’s prior written request.

Section 6.12 Haulage Roads . Contractor shall maintain upon the Property and upon contiguous and adjacent properties all roads required for the performance of the Work. Contractor acknowledges that the cost of said maintenance is included in the Contract Price. The location of new roads upon the Property shall be subject to the prior written consent of Owner.

Section 6.13 Liens . Contractor shall neither take nor fail to take any action which could result in the perfection of any lien or other encumbrance against the Property, the fixtures therein or thereon, or the Pozzolan (whether in place or severed).

Section 6.14 Taxes . Owner shall be responsible for the payment of all: property taxes on the Premises and claims. Contractor shall be directly responsible for, and shall promptly pay when due, all other taxes which may be imposed or assessed against the Work, Contractor, Contractor’s equipment, and improvements placed or installed by Contractor in or upon the Property.

Article 7.

Representations and Warranties

Contractor represents and warrants that: (i) it is a corporation duly organized, validly existing, and in good standing under the laws of Nevada; (ii) it has full legal power, authority and capacity to effectuate and perform this Agreement; (iii) as of the date hereof it is, and during the Term hereof it shall remain, eligible to obtain surface disturbance permits and revisions and amendments thereto; (iv) neither Contractor nor any of its assets is subject to any judgment, order, writ, decree or injunction, nor is Contractor a party to any judicial, administrative or arbitration proceeding or investigation, now pending, or, to its knowledge, threatened, which could have a material adverse effect on the ability of Contractor to perform the Work; and (v) this Agreement constitutes the legal, valid and binding obligation of Contractor, enforceable in accordance with its terms.

Article 8.

Insurance

Section 8.1 Coverage . In addition to, and not in limitation of any obligation to indemnify Owner hereunder, Contractor shall, at its sole expense, procure and maintain in full force and effect during the Term of this Agreement the following insurance coverage naming Owner as additionally insured:

(a)

Comprehensive general public liability insurance against claims for bodily injury, death or property damage, occurring in or about the Property in an amount not less than:

(i)

Three Million Dollars ($3,000,000.00) in respect of bodily injury or death to any one (1) person arising out of one (1) occurrence;

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(ii)

Three Million Dollars ($3,000,000.00) in respect of bodily injury or death to more than one (1) person arising out of one (1) occurrence; and

(iii)

Three Million Dollars ($3,000,000.00) for property damage arising out of one (1) occurrence.

(b)

Worker’s compensation and employer’s liability insurance adequate to fully satisfy Contractor’s legal obligations under any state or federal workers’ compensation statute, including, without limitation, obligations with respect to occupational disease provided, however, that Contractor may self-insure against liability for workers’ compensation (including occupational disease) to the extent permitted by state and federal law and, to such extent, Contractor may satisfy its obligation under this provision by meeting the requirements for self-insurance imposed by statutes, regulations, rulings and other laws of the state and federal agency administering the same and by submitting to Owner the same evidence required by, and submitted by Contractor to, such agencies; provided, further, and anything contained herein or in federal or state law to the contrary notwithstanding, that:

(i)

annually throughout the Term of this Agreement and in connection with the preparation of its annual financial statements, Contractor shall obtain, from an independent licensed actuarial firm, an actuarial computation of its liability for workers’ compensation (including occupational disease) claims, including all claims incurred but not reported; and

(ii)

Contractor shall at all times secure payment of the most recent computation of said actuarial liability.

(c)

Automobile liability and/or excess umbrella liability insurance (owned, hired and non-owned vehicles) with minimum bodily injury and property damage limits of Three Million Dollars ($3,000,000.00) for each occurrence.

Section 8.2 Form of Insurance . All insurance required under Section 8.1 shall be with a reputable insurer, shall name and insure Owner “as its interests may appear”, shall contain a provision for notice to Owner of any overdue or unpaid premium, and shall provide for thirty (30) days’ advance notice to Owner of any proposed cancellation. The comprehensive general public liability insurance shall provide coverage against all losses arising out of legal liability due to the maintenance of the Pozzolan and the performance of the Work, including, without limitation, and if coverage for such is available, subsidence, pollution or contamination of water. Each policy of insurance shall be written as an “occurrence” contract, unless the policy is available only on a “claims made” basis, in which case Contractor shall continue such policy for a period of five (5) years after termination, expiration or cancellation of this Agreement or until final release of all environmental reclamation bonds required by any regulatory authority, whichever is the later to occur.

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Section 8.3 Proof of insurance . Contractor agrees to furnish to Owner certificates and/or policies of all insurance required by Section 8.1 hereof prior to commencing the Work hereunder and thereafter upon request.

Article 9.

Indemnity

Section 9.1 Contractor Indemnification. Contractor shall indemnify and hold harmless Owner, and Owner’s employees, agents, officers, directors and shareholders, from and against any and all suits, actions, obligations, penalties, charges, expenses, liabilities, demands, losses, claims, awards, damages and/or judgments of any kind, nature or description (including, without limitation, any and all attorneys’ fees and other costs and expenses that may be incurred by Owner, or by Owner’s employees, agents, officers, directors or shareholders in connection therewith), which may be imposed upon, incurred or suffered by, or asserted against, Owner, or Owner’s employees, agents, officers, directors or shareholders, and which arise out of or are attributable, directly or indirectly, to the performance of the Work or to any misrepresentation or breach of any covenant or warranty herein made by Contractor or to any failure on the part of Contractor to fully and strictly observe and comply with the terms of this Agreement. This covenant of indemnity and all other covenants of indemnity herein contained shall survive the cancellation, termination or expiration of this Agreement.

Section 9.2 Owner Indemnification . Owner shall indemnify and hold harmless Contractor, and Contractor’s employees, agents, officers, directors and shareholders, from and against any and all suits, actions, obligations, penalties, charges, expenses, liabilities, demands, losses, claims, awards, damages and/or judgments of any kind, nature or description (including, without limitation, any and all attorneys’ fees and other costs and expenses that may be incurred by Contractor, or by Contractor’s employees, agents, officers, directors or shareholders in connection therewith), which may be imposed upon, incurred or suffered by, or asserted against, Contractor, or Contractor’s employees, agents, officers, directors or shareholders, and which arise out of or are attributable, directly or indirectly, to the ownership, control of and/or title to the Property and Premises or to any misrepresentation or breach of any covenant or warranty herein made by Owner or to any failure on the part of Owner to fully and strictly observe and comply with the terms of this Agreement. This covenant of indemnity and all other covenants of indemnity herein contained shall survive the cancellation, termination or expiration of this Agreement.

Article 10.

Default and Termination

Section 10.1 Events of Default . The following shall be events of default hereunder, and the terms “Event of Default” or “Default” shall mean, whenever they are used in this Agreement, any one or more of the following events:

(a)

Any act or omission by Contractor, or its employees, agents or representatives, which directly or indirectly interferes with, disrupts or threatens the mining operations of any other individual or entity on the Property, whether by reason of a labor dispute, picketing, boycotting or otherwise;

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(b)

If Contractor or Owner shall file a voluntary petition for bankruptcy or shall be adjudicated bankrupt or insolvent, or shall file any petition or any answer seeking or acquiescing in any reorganization, arrangement, composition, adjustment, liquidation, dissolution, or similar relief for itself under any then current federal, state, or other statute, law, or regulation, or shall seek, consent to, or acquiesce in the appointment of any trustee, receiver, or liquidator of Contractor or Owner , or shall make any general assignment for the benefit of creditors, or shall admit in writing its inability to pay its debts generally as they become due;

(c)

Any loss by Contractor of self-insurance qualifications or failure by Contractor to maintain any other insurance required hereunder;

(d)

The issuance of any order, decree, judgment or directive by any regulatory authority, tribunal or court which requires Contractor to cease the Work or any material part thereof for a period of more than fifteen (15) calendar days;

(e)

The cessation by Contractor of the Work or any material part thereof for fifteen (15) calendar days for any reason whatsoever other than one specified in the preceding clause (d);

(f)

The contravention by Contractor of Article 11 hereof prohibiting assigning, pledging, encumbering, transferring or subcontracting, in whole or in part, this Agreement, the Work or Contractor’s rights or obligations hereunder without the written consent of Owner;

(g)

Any material failure by Contractor to conduct the Work hereunder in strict compliance with all applicable federal, state and local laws, ordinances, rules and regulations and the terms and conditions of all governmental permits, licenses or authorizations;

(h)

Any failure by Contractor to immediately remove from the Property or otherwise abate any conditions creating or contributing to an environmental hazard or a common law nuisance referenced in Section 6.6 hereof;

(i)

If Contractor shall fail to pay or cause to be paid any sums due to Owner for a period of thirty (30) or more days after Owner has given Contractor written notice thereof or if Contractor shall fail to discharge a lien upon the Property within thirty (30) days after its perfection by a third party;

(j)

If Owner shall fail to pay or cause to be paid any sums due Contractor pursuant to Sections 4.1 and 4.2 for a period fifteen (15) days or more days after Contractor has given Owner written notice thereof;

(k)

The commission of waste by Contractor in contravention of Section 1.3 hereof or any contravention by Contractor of the terms of Section 1.8 hereof;

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(l)

The failure by Contractor to mine and deliver to Owner at the Point of Delivery the quantities of Pure Pozzolan specified by Owner pursuant to Section 3.3 hereof within fifteen (15) days of the time therein specified;

(m)

The revocation or suspension by any governmental authority of any mining permit, license, approval or authorization held by Contractor; the ineligibility of Contractor at any time during the Term hereof to obtain surface disturbance permits or amendments or revisions thereto; the ineligibility of Owner at any time during the term hereof to obtain surface disturbance permits or amendments or revisions thereto; the taking of any enforcement action against Owner (including, without limitation, the issuance of any notice of noncompliance or cessation order or any permit suspension or revocation) by reason of the acts or omissions of Contractor or Contractor’s agents, officers, directors or shareholders; or the taking of any enforcement action against Contractor (including, without limitation, the issuance of any notice of noncompliance or cessation order or any permit suspension or revocation) by reason of the acts or omissions of Owner or Owner’s agents, officers, directors or shareholders;

(n)

Any failure by Contractor to cure, within five (30) days after Owner shall have given Contractor written notice thereof, a material breach by Contractor of any other agreement to which Contract and Owner are parties;

(o)

Any failure by Owner to cure, within five (5) days after Contractor shall have given Owner written notice thereof, a material breach by Owner of any other agreement to which Contractor and Owner are parties;

(p)

Any failure by Contractor to otherwise comply with any of the terms, covenants, obligations, conditions or provisions to be performed or observed by Contractor under this Agreement or imposed upon Contractor as a matter of law, other than those specified in the preceding clauses (a) through (p);

(q)

Any failure by Owner to otherwise comply with any of the terms, covenants, obligations, conditions or provisions to be performed or observed by Owner under this Agreement or imposed upon Owner as a matter of law, other than those specified in the preceding clauses (j), (m), (o) and (q).

Section 10.2 Termination or Cancellation Upon Certain Events of Default . If any Event of Default specified in Section 10.1(p) or (q) hereof occurs and continues for a period of thirty (30) calendar days after written notice thereof by one Party to the other Party , or if any of the Events of Default enumerated in Section 10.1(a) through (o) hereof occurs, then in such event and as often as the same occurs, non-defaulting Party , at its option, may immediately terminate or cancel this Agreement upon notice to the defaulting Party . Exercise of such right shall not preclude the non-defaulting Party from exercising any other remedy provided herein or at law, it being the agreement of the parties that a Party’s remedies shall be cumulative and shall survive cancellation, termination or expiration of this Agreement.

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Section 10.3 Party’s Right to Cure . If, for any reason whatsoever, Owner or Contractor is in breach of any of the terms, conditions or covenants of this Agreement, the non-defaulting Party shall have the right, but not the duty, to make any payment or perform any act to correct said breach, and the exercise of such right shall not be deemed to constitute a release or waiver of any Default by the defaulting Party. In exercising such right, the non-defaulting Party may incur actual or incidental costs and expenses (including, without limitation, reasonable attorneys’ fees), which may be deducted from monies due the defaulting Partyr hereunder.

Section 10.4 Removal of Property . Upon cancellation, termination or expiration of this Agreement whether or not Contractor is then in Default hereunder: (i) Contractor shall have a period of ninety (90) days from termination, expiration or cancellation in which to remove any personal property, machinery or equipment (collectively, the “Mobile Equipment”) from the Property, after which time title to any such Mobile Equipment not so removed shall vest in Owner without charge or payment therefore and (ii) unless otherwise specified by Owner (in which event Contractor shall promptly remove the same at its sole cost and expense), all fixtures and other permanent improvements placed by Contractor in or on the Property shall remain therein or thereon and shall constitute a part thereof. Such fixtures and permanent improvements shall be deemed to have been included in the Contract Price and shall include, without limitation, roads, dams, ponds, buildings, structures, and any and all other items required by law to remain a part of and installed in or on the Property.

Section 10.5 Condition of the Property . Upon cancellation, termination or expiration of this Agreement, Contractor shall, at Owner’s election and at Contractor’s sole cost and expense: (i) leave the Property in such condition that mining by Owner or any other person or entity may begin immediately and do all things reasonably requested by Owner (unless prohibited by law) to permit immediate mining thereby; or (ii) immediately complete all reclamation of the site required to cause Owner and any appropriate governmental bodies to fully release all bonds and surety thereon which are or may be required by law for the performance of the Work hereunder.

Section 10.6 Transfer of Permits . Upon cancellation, termination or expiration of this Agreement, Owner or its designee shall have the right, but not the obligation, to apply to the County and other appropriate governmental bodies either, as appropriate, for the transfer to Owner or its designee or for the reissuance in the name of Owner or its designee of the permits which are or may be required by law for the performance of the Work (the “Permits”); and Contractor shall take all action reasonably requested by Owner to effect said transfer or re-issuance. Pending said transfer or re-issuance, Contractor shall maintain said Permits in full force and effect, and Contractor hereby waives all rights to require a release of any bonds or other surety thereon prior to said transfer or re-issuance. Contractor hereby agrees that Owner or any other mine operator designated by Owner shall have the exclusive right to operate under the Permits and Contractor’s bonds and other surety thereon pending the County’s transfer of the Permits to Owner or its designee or the County’s re-issuance of the Permits in the name of Owner or its designee; provided, however, that said designee or Owner shall indemnify and hold harmless Contractor from and against any and all suits, actions, liabilities, demands, losses, claims, awards, damages and/or judgments of any kind, nature or description which are attributable to such operations. In the event that Owner elects to apply to the County and other appropriate governmental bodies for the transfer or re-issuance to Owner or its designee of the Permits under this Section, Owner or its designee shall take all reasonable action to cause the County and other appropriate governmental bodies to effect said transfer or re-issuance in as short a period following the expiration, termination or cancellation of this Agreement as is feasible.

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Section 10.7 Termination of Agreement by Either Party. Both parties have the right to remove themselves from this Agreement upon a sixty (60) day written notice to the other party for any reason, with the understanding that the reclamation responsibilities outlined in this Agreement have been completed; maintenance of the leased equipment has been performed; payments to Contractor have been paid in full; and equipment is in like or better condition when leased on the date of Agreement.

Article 11.

Assignment and Subcontracting

Section 11.1 Rights Personal to Contractor . This Agreement is personal to Contractor and requires the exercise of personal services, skills and judgment.

Section 11.2 Assignment and Subcontracting . Contractor shall not have the right to assign, pledge, encumber, transfer or subcontract, in whole or in part, by operation of law or otherwise, this Agreement, the Work and its obligations and rights hereunder (including, without limitation, its right to receive any monies hereunder) without the approval of the Owner. Contractor must give Owner 120 days notice of any sale or transfer of substantially all of the assets of Contractor or any sale or transfer, or any series of sales or transfers, of the stock of Contractor which singly or in the aggregate constitute a change in ownership of ten percent (10%) or more of the stock of Contractor, or any increase or series of increases in the number of outstanding shares of Contractor which singly or in the aggregate results in a change in ownership of ten percent (10%) or more of the total stock of Contractor. Failure to give 120 days notice shall be deemed an assignment hereunder. Contractor represents and warrants that its stockholders have actual knowledge of the contents of this Section 11.2 and have agreed to be bound hereby.

Article 12.

Miscellaneous

Section 12.1 Waiver . The failure of a Party to insist, in any one or more instances, upon strict performance of any one of the provisions of this Agreement, or to enforce any of its rights hereunder, shall not be construed as a waiver of any such provision or right, but the same shall continue and remain in full force and effect. A waiver by a Party of any particular cause of termination or cancellation shall not prevent a termination or cancellation for the same cause occurring at any subsequent time, nor shall the waiver of any breach of any covenant or condition herein contained constitute a waiver of any other breach or of the same breach occurring at a subsequent time. The acceptance by a Party of partial payment of any monies from the other Party , payment of which is in default herein, or acceptance by a Party of payment of any monies from the other Party while payment of other monies or performance of any other obligation is in Default hereunder shall not constitute a waiver by a Party of such Default, nor preclude a Party from terminating or canceling this Agreement or exercising any right hereunder, by reason of such Default.

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Section 12.2 Notices . Any and all notices, payments, reports, consents, demands or other communications between the parties shall be in writing and shall be deemed to have been given when delivered by fax or email or when mailed, by registered or certified United States mail, postage prepaid, return receipt requested, to the appropriate party at the address set forth below, which address shall prevail until notice of change is given in writing in accordance with the provisions of this Section.

	OWNER:	PUREBASE INC.
		1 Yonge Street, Suite 1801
		Toronto ON M5E 1W7

	CONTRACTOR:	US MINE CORP
		3090 Boeing Road
		Cameron Park, Ca 95682

Section 12.3 Integration . This Agreement sets forth the entire agreement of the parties pertaining to the subject matter hereof and supersedes all prior agreements, arrangements and understandings of the parties with respect to such subject matter.

Section 12.4 Modification . This Agreement may not be modified, in whole or in part, other than by written agreement of Owner and Contractor.

Section 12.5 Choice of Law; Choice of Forum . This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, the principles of conflicts of laws notwithstanding. Any lawsuit arising out of or relating to this agreement shall be brought exclusively in the Courts of Washoe County, Nevada .

Section 12.6 Headings . The headings contained in this Agreement are for convenience of reference only and shall not be considered or construed as affecting in any way the meaning of the provisions hereof.

Section 12.7 Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one agreement.

Section 12.8 Severability . If any provision of this Agreement or the application thereof to any person or circumstances shall to any extent be held in any proceeding to be invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those to which it was held to be invalid or unenforceable, shall not be affected thereby, and shall be valid and enforceable to the fullest extent permitted by law, but only if and to the extent such enforcement would not materially and adversely frustrate the parties’ essential objectives as expressed herein.

Section 12.9 Time is of the Essence . Time is of the essence with respect to each and every provision of this Agreement.

Section 12.10 Survival of Covenants . Any provision hereof which by its terms has or may have application after the termination, expiration or cancellation of this Agreement, shall be deemed to the extent of such application to survive such termination, expiration or cancellation.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed in their respective corporate capacities as of the day and year first set forth above.

IN WITNESS WHEREOF the Parties have signed and sealed this Agreement.

PUREBASE INC.			U.S. MINE CORP


/s/ Todd Gauer			/s/ A. Scott Dockter
By its duly authorized representative			By its duly authorized representative
Name: Todd Gauer			Name: A. Scott Dockter
Title: CFO			Title: CEO

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation of our report on the audited financial statements of Purebase, Inc. for the years ended November 30, 2014 and 2013 included in this Current Report on Form 8-K of Port of Call Online, Inc.

/s/ Rose, Snyder & Jacobs LLP

Rose, Snyder & Jacobs LLP

Encino, California

December 23, 2014