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): April 8, 2020

 

PUREBASE CORPORATION

(Exact name of registrant as specified in charter)

 

Nevada   000-55517   27-2060863

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

8625 State Hwy, 124

Ione, CA 95640

(Address of principal executive offices)

 

(855) 743-6478

(Registrant’s telephone number, including area code)

 

N/A

 

(Former name or former address, if changed since last report)

 

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:

 

[  ] 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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
None   N/A   N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company [X]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

 

 

 
 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Effective April 8, 2020, Calvin Lim resigned as a member of the Board of Directors (the “Board”) of Purebase Corporation (the “Company”). His resignation was not the result of any dispute or disagreement with the Company or the Board on any matter relating to the operations, policies or practices of the Company.

 

Effective April 8, 2020, Mr. Jeffrey Joseph Guzy was appointed to serve on the Board, filling the vacancy created by Mr. Lim’s resignation. Mr. Guzy shall serve on the Board and shall hold office until the next election of directors by shareholders and until his successor is elected and qualified or until his earlier resignation or removal.

 

Mr. Guzy was appointed as the chairman of the Audit Committee and the Compensation Committee.

 

Mr. Guzy, age 68, was selected as a director for his general business management experience and experience serving on the board of directors of public companies, along with his leadership skills and entrepreneurial spirit, will aid the Company to succeed going forward.

 

The Company entered into a Director Agreement with Mr. Guzy effective as of April 8, 2020 (the “Agreement”) for a term of twelve months or until his removal or resignation. Pursuant to the Agreement, Mr. Guzy shall receive $1,000 per month, which shall accrue as debt until the Company has its first cash flow positive month. At that time, the Company shall make arrangements to pay the accrued monthly fee. If the term is completed or he has been removed or resigned, then the amount owed shall be converted to shares of common stock at the lower of $0.15 per share or the 20-day VWAP from the last date Mr. Guzy was on the board.

 

Mr. Guzy was also granted 250,000 stock options with an exercise price of $0.10 per share. The options are exercisable for five years. The Agreement also contains customary confidentiality and non-compete provisions.

 

Other than as described above, there are no arrangements or understandings between Mr. Guzy and any other person pursuant to which he was appointed as a director of the Company. In addition, there are no family relationships between Mr. Guzy and any of the Company’s other officers or directors. Further, there are no transactions since the beginning of our last fiscal year, or any currently proposed transaction, in which the Company is a participant, the amount involved exceeds $120,000, and in which Mr. Guzy had, or will have, a direct or indirect material interest, other than as described above.

 

The foregoing description of the Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached hereto as Exhibit 10.14 and incorporated herein in its entirety by reference.

 

 
 

 

Item 7.01 Regulation FD Disclosure.

 

On April 8, 2020, the Company issued a press release with respect to the appointment of Mr. Guzy to the Board. A copy of the press release is filed as Exhibit 99.1 to this report and incorporated herein by reference.

 

The information in this Item 7.01 of this Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Report in such filing.

 

Cautionary Note Regarding Forward-Looking Statements

 

This Current Report on Form 8-K includes information that may constitute forward-looking statements. These forward-looking statements are based on the Company’s current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to the Company. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. Forward looking statements include, without limitation, statements relating to projected industry growth rates, the Company’s current growth rates and the Company’s present and future cash flow position. A variety of factors could cause actual events and results, as well as the Company’s expectations, to differ materially from those expressed in or contemplated by the forward-looking statements. Risk factors affecting the Company are discussed in detail in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable securities laws.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description of Exhibit
     

10.14

  Director Agreement dated as of April 8, 2020, by and between Purebase Corporation and Jeffrey Joseph Guzy
99.1   Press Release dated April 8, 2020

 

 
 

 

SIGNATURES

 

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

 

Date: April 8, 2020 PUREBASE CORPORATION
     
  By: /s/ A. Scott Dockter
   

A.Scott Dockter

Chief Executive Officer

 

 
 

 

 

Exhibit 10.14

 

 

 

DIRECTOR AGREEMENT

 

THIS AGREEMENT (The “Agreement”) is effective as of the 8th day of April 2020, and is by and between Purebase Corporation, a Nevada corporation (hereinafter referred to as the “Company”), and Mr. Jeffrey Joseph Guzy (hereinafter referred to as the “Director”).

 

BACKGROUND

 

Each of the Board of Directors of the Company and the Director desires to memorialize the role of the Director and to have the Director perform the duties required of such position in accordance with the terms and conditions of this Agreement.

 

AGREEMENT

 

NOW THEREFORE, in consideration for the above recited promises and the mutual promises contained herein, the adequacy and sufficiency of which are hereby acknowledged, the Company and the Director hereby agree as follows:

 

1. DUTIES. The Company requires that the Director be available to perform the duties of a director customarily related to this function as may be determined and assigned by the Board of Directors of the Company and as may be required by the Company’s constituent instruments, including its certificate or articles of incorporation, bylaws and its corporate governance and board committee charters, each as amended or modified from time to time, and by applicable law, including by the Nevada Revised Statutes (the “NRS”).

 

The Director agrees to devote as much time as is necessary to perform completely the duties as the Director of the Company, including duties as a member of any committees as the Director may hereafter be appointed to by the Board of Directors.

 

The Director will perform such duties described herein in accordance with the general fiduciary duty of directors arising under the NRS. Such duties include, but are not limited to assisting the Company with the development of business and new business strategies relating to the objectives of the Company, participation in the Company’s investor relations activities including road shows and shareholder communication activities, and participation in corporate strategy decisions of the Company.

 

Mr. Guzy shall be appointed to be the Chair of both the newly created Compensation Committee and the Audit Committee.

 

2. TERM. The term of this engagement shall be for twelve (12) months from the date of this Agreement (the “Term”), or until the Director’s removal or resignation. Mr. Guzy shall be notified within 30 days before the end of the Term whether his contract shall be renewed under the same terms of Compensation in Paragraph 3.
   
3. COMPENSATION. For all services to be rendered by the Director in any capacity hereunder, the Company agrees to pay the Director a combination of cash and stock.

 

  ■ Cash Fees: Mr. Guzy shall receive a fee of $1,000.00 per month in cash. This fee shall accrue as debt to the Company until the Company has its first cash-flow positive month. At this point, the Company shall make arrangements to pay Mr. Guzy the debt owed to him for these services. If a debt is still owed to Mr. Guzy when the original Term is completed, or he has been removed or he has resigned, then the Debt owed to Mr. Guzy shall be converted into common stock at the lower of price of $0.15 or the 20 day WVAP closing from the last date of Mr. Guzy being on the board. The Company shall convert the Guzy Debt and issue to Mr. Guzy shares of common stock of the Company within 10 business days of the completion of the original Term, his removal or his resignation.

 

1

 

 

 

 

  ■ Equity Fees: Within 10 days upon signing of this contract, Mr. Guzy shall be granted (two hundred and fifty thousand) 250,000 stock options that have a strike price of $0.10. These options will be exercisable for a period of 5 years from the effective date. These stock options are not transferable to another party and Mr. Guzy will be subject to all the SEC reporting requirements associated with the grant, exercise and sale of this equity compensation.

 

4. EXPENSES. In addition to the compensation provided in paragraph 3 hereof, the Company will reimburse the Director for pre-approved reasonable business-related expenses incurred in good faith in the performance of the Director’s duties for the Company. Such payments shall be made by the Company upon submission by the Director of a signed statement itemizing the expenses incurred. Such statement shall be accompanied by sufficient documentary matter to support the expenditures.
   
5. CONFIDENTIALITY. The Company and the Director each acknowledge that, in order for the intents and purposes of this Agreement to be accomplished, the Director shall necessarily be obtaining access to certain confidential information concerning the Company and its affairs, including, but not limited to business methods, information systems, financial data and strategic plans which are unique assets of the Company (“Confidential Information”). The Director covenants not to, either directly or indirectly, in any manner, utilize or disclose to any person, firm, corporation, association or other entity any Confidential Information.
   
6. NON-COMPETE. During the term of this Agreement and for a period of twelve (12) months following the Director’s removal or resignation from the Board of Directors of the Company or any of its subsidiaries or affiliates (the “Restricted Period”), the Director shall not, directly or indirectly, (i) in any manner whatsoever engage in any capacity with any business competitive with the Company’s current lines of business or any business then engaged in by the Company, any of its subsidiaries or any of its affiliates (the “Company’s Business”) for the Director’s own benefit or for the benefit of any person or entity other than the Company or any subsidiary or affiliate; or (ii) have any interest as owner, sole proprietor, shareholder, partner, lender, director, officer, manager, employee, consultant, agent or otherwise in any business competitive with the Company’s Business; provided, however, that the Director may hold, directly or indirectly, solely as an investment, not more than two percent (2%) of the outstanding securities of any person or entity which are listed on any national securities exchange or regularly traded in the over-the-counter market notwithstanding the fact that such person or entity is engaged in a business competitive with the Company’s Business. In addition, during the Restricted Period, the Director shall not develop any property for use in the Company’s Business on behalf of any person or entity other than the Company, its subsidiaries and affiliates.

 

2

 

 

 

7. TERMINATION. With or without cause, the Company and the Director may each terminate this Agreement at any time upon 5 (five) days written notice, and the Company shall be obligated to pay to the Director the compensation and expenses due up to the date of the termination. Nothing contained herein or omitted herefrom shall prevent the shareholder(s) of the Company from removing the Director with immediate effect at any time for any reason.
   
8. INDEMNIFICATION. The Company shall indemnify, defend and hold harmless the Director, to the full extent allowed by the law of the State of Nevada and as provided by, or granted pursuant to, any charter provision, bylaw provision, vote of stockholders or disinterested directors or otherwise, to action in the Director’s official capacity; provided, however, that, in accordance with the NRS and federal securities laws, such indemnification shall not apply where the Director engages in actions or omissions which involve intentional misconduct, fraud or knowing violation of law.
   
9. NOTICE. Any and all notices referred to herein shall be sufficient if furnished in writing at the addresses specified on the signature page hereto or, if to the Company, to the Company’s address as specified in filings made by the Company with the U.S. Securities and Exchange Commission.
   
10. GOVERNING LAW. This Agreement shall be interpreted in accordance with, and the rights of the parties hereto shall be determined by, the laws of the State of Nevada without reference to that state’s conflicts of laws principles.
   
11. ASSIGNMENT. The rights and benefits of the Company under this Agreement shall be transferable, and all the covenants and agreements hereunder shall inure to the benefit of, and be enforceable by or against, its successors and assigns. The duties and obligations of the Director under this Agreement are personal and therefore the Director may not assign any right or duty under this Agreement without the prior written consent of the Company.
   
12. GENERAL.

 

  a. SEVERABILITY. If any provision of this Agreement shall be declared invalid or illegal, for any reason whatsoever, then, notwithstanding such invalidity or illegality, the remaining terms and provisions of the this Agreement shall remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained herein.
  b. EFFECT OF WAIVER. The waiver by either party of the breach of any provision of this Agreement shall not operate as or be construed as a waiver of any subsequent breach thereof.
  c. ARTICLE HEADINGS. The article headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
  d. COUNTERPARTS. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one instrument. Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes.
  e. ENTIRE AGREEMENT. Except as provided elsewhere herein, this Agreement sets forth the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party to this Agreement with respect to such subject matter.

 

[Remainder of Page Left Blank Intentionally]

 

3

 

 

 

 

IN WITNESS WHEREOF, the Parties have executed this Director Agreement on April 7th , 2020.

 

  Purebase Corporation
   
  By: /s/ A. Scott Dockter
  Name: A. Scott Dockter
  Title: Chairman of the Board
     
  JEFFREY JOSEPH GUZY
   
  /s/ Jeffrey Joseph Guzy

 

4

 

 

 

Exhibit 99.1

 

Purebase Strengthens Board of Directors With Addition of Experienced Independent Director

 

IONE, CA, April 8th, 2020 (GLOBE NEWSWIRE) — Purebase Corporation (OTCQB: PUBC), a diversified resource company, headquartered in Ione, California, today announced the appointment of Jeffrey Guzy to the company’s Board of Directors as an Independent Board Director, effective April 8th, 2020. Mr. Guzy will also chair the newly created Audit and Compensation Committees. Mr. Calvin Lim, who has served as an Independent Board Member of Purebase since January 2015 will be stepping down effective April 8th, 2020.

 

Purebase’s Chairman and CEO, Scott Dockter stated, “We are very pleased to have Jeff join the Board of Directors of Purebase. He has a wealth of knowledge and experience in public company corporate governance that will serve us well as we continue to grow the Company and start preparing our application process to uplist to a National Exchange”. Mr. Dockter further added, “We’d also like to thank Calvin Lim for his many years of service to our company as a board member, and we wish him all the best in all his future endeavors.”

 

Mr. Guzy currently serves as an Independent Member of the Board of Directors of several public companies, including Leatt Corporation, Capstone Companies, and Brownie’s Marine Group. Mr. Guzy has had key executive positions at several large international companies, including Loral Space, Sprint International, Verizon and IBM. He received an MBA from the Wharton School/University of Pennsylvania, an MS in Systems Engineering from the University of Pennsylvania, and a BS in Electrical Engineering from the Pennsylvania State University.

 

About Purebase Corporation

 

Purebase Corporation (OTCQB: PUBC) is a diversified resource company that acquires, develops and markets minerals for use in the agriculture, construction and other specialty industries.

 

Contacts

David Harvey | Purebase Corporation

david.harvey@purebase.com, and please visit our corporate website – www.purebase.com

 

Safe Harbor

 

This press release contains statements, which may constitute “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act of 1995. Those statements include statements regarding the intent, belief, or current expectations of Purebase Corporation and members of its management team as well as the assumptions on which such statements are based. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Important factors currently known to management that may cause actual results to differ from those anticipated are discussed throughout the Company’s reports filed with Securities and Exchange Commission which are available at www.sec.gov as well as the Company’s web site at www.purebase.com. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.