Exhibit
10.1





 


PUREBASE
CORPORATION


 


FIRST
AMENDMENT TO PROMISSORY NOTES


 


THIS
FIRST AMENDMENT TO PROMISSORY NOTES (this “Amendment”) is made and entered into as of April 7, 2022 (the “Effective
Date”), by and between Purebase Corporation, a Nevada corporation (the “Company”) and U.S. Mine Corp., a
Nevada corporation (the “Holder”). Capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Notes (as defined below).


 


RECITALS


 


A.
As of December 1, 2019, the Company sold, and the Holder purchased, a 5% unsecured convertible promissory note in the principal
amount of $20,000, with a maturity date of December 1, 2021 (the “December 1, 2019 Note”), pursuant to the terms
of a Securities Purchase Agreement by and between the Company and the Holder, dated September 26, 2019 (the “Purchase
Agreement”).


 


B.
As of January 1, 2020, the Company sold, and the Holder purchased, a 5% unsecured convertible promissory note in the principal amount
of $86,000, with a maturity date of January 1, 2022 (the “January 1, 2020 Note”), pursuant to the terms of the Purchase
Agreement.


 


C. As
of February 1, 2020, the Company sold, and the Holder purchased, a 5% unsecured convertible promissory note in the principal amount of
$72,000, with a maturity date of February 1, 2022 (the “February 1, 2020 Note” and, together with the December 1,
2019 Note and January 1, 2020 Note, the “Notes”), pursuant to the terms of the Purchase Agreement.


 


D. Pursuant
to Section 7.04 of each Note, such Note may be amended only by an instrument in writing executed by the Company and the Holder.


 


E. The
Company and the Holder desire to amend certain terms of the Notes as set forth below.


 


AGREEMENT


 


In
consideration of the mutual promises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and the Holder agree as follows:


 


1. Extension
of Maturity Dates. The Maturity Date of each Note (as defined in Section 1.01 of each Note) is hereby extended to April 30, 2022.


 


2. Waiver
of Event of Default. The Holder hereby waives any Event of Default (as defined in Section 2.01 of each Note) for the Company’s
failure to pay any principal amount or interest due under any of the Notes, or failure to observe or perform any other covenant, obligation,
condition or agreement contained in any of the Notes if such breach occurred prior to the date of this Amendment.


 




    	 



     


    

 


3. Interest
Rate. For avoidance of doubt, each Note shall continue to bear interest at the rate of 5% per annum and not any default interest
rate.


 


4. Reaffirmation.
Except as expressly provided herein, the undersigned agree that all of the terms, covenants, conditions, restrictions and other provisions
contained in the Notes shall remain in full force and effect.


 


5. Entire
Agreement. This Amendment, together with the Purchase Agreement and the Notes, contains the entire agreement of the parties and supersedes
any prior or contemporaneous written or oral agreements between them concerning the subject matter of this Amendment.


 


6. Counterparts.
This Amendment may be executed in counterparts, each of which shall be an original and all of which, taken together, shall constitute
a single instrument.


 


7. Headings.
The section headings herein are for convenience only and shall not affect the construction hereof.


 


8. Governing
Law. The substantive laws of the applicable state, as well as terms regarding forum and jurisdiction, as originally provided in the
Notes, shall govern the construction of this Amendment and the rights and remedies of the parties hereto.


 


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IN
WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the date and year first above written.


 


	 	COMPANY:
	 	 	 
	 	PUREBASE
    CORPORATION,
	 	a
    Nevada corporation
	 	 	 
	 	By:
    	/s/
    A. Scott Dockter
	 	Name:	A.
    Scott Dockter
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	HOLDER:
	 	 	 
	 	U.S.
    MINE CORP.,
	 	a
    Nevada corporation
	 	 	 
	 	By:
    	/s/
    John Bremer
	 	Name:	John
    Bremer
	 	Title:	President