Exhibit
10.1


 


SETTLEMENT
AGREEMENT


 


This
Settlement Agreement (the “Agreement”) effective as of June 3, 2022 is made and entered into by and between PUREBASE CORPORATION,
a Nevada corporation (“Purebase”); AGREGEN INTERNATIONAL CORPORATION, a Nevada corporation (“Agregen”); ROBERT
HURTADO, an individual (“Hurtado”); JAMES TODD GAUER, an individual (“Gauer”); and JOHN GINGERICH, an individual
(“Gingerich”); (all parties individually a “Settling Party” and collectively the “Settling Parties”).


 


RECITALS:


 


		A.	There
                                            is one lawsuit currently pending between the Settling Parties: Purebase Corporation v.
                                            Agregen International Corporation et al, Case No. CV19-00097 in the Second Judicial District
                                            Court of the State of Nevada in and for the County of Washoe (the “Lawsuit”).
	 	 	 
		B.	The
                                            Lawsuit arises out of a dispute between the Settling Parties related to the business and
                                            operations of Purebase Corporation as generally described in the First Amended Complaint
                                            filed in the Lawsuit (the “Dispute”).
	 	 	 
		C.	The
                                            Settling Parties desire to resolve all issues and disagreements by and between them related
                                            to the Dispute and the Lawsuit.



 


TERMS
OF SETTLEMENT:


 


In
consideration of the mutual covenants and promises contained in this Agreement and to avoid the expense of litigation, the Settling Parties
agree as follows:


 


		1.	The
                                            forgoing recitals are true and incorporated herein, as though set forth in full.
	 	 	 
		2.	Consideration:
                                            the consideration given under this Agreement shall be the following:



 


		a.	Gauer
                                            owns 17,338,800 shares in Purebase Corporation through two entities:



 


		i.	Bayshore
                                            Capital Management Corp., which owns 168,000 shares; and
	 	 	 
		ii.	Bay
                                            St. Capital Corp., which owned 21,170,800 shares but recently sold 4,000,000 shares to bring
                                            its current holdings to 17,170,800 shares.



 




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Gauer
will immediately surrender half of the shares owned by those two entities, totaling 8,669,400 (“Surrendered Shares”) to Purebase
Corporation upon execution of this Agreement;


 


		b.	Gauer
                                            shall have the option to repurchase the Surrendered Shares for Two Dollars and Fifty Cents
                                            United States Dollars (US$2.50) per share on or before June 3, 2027;
	 	 	 
		c.	Upon
                                            Gauer’s surrender of the Surrendered Shares, the Lawsuit shall be dismissed with prejudice
                                            as to all parties, all parties to bear their own attorneys’ fees and costs; and
	 	 	 
		d.	Each
                                            Settling Party to this Agreement shall bear its own fees and costs, including attorneys’
                                            fees, resulting from or related to the negotiation and execution of this Agreement. Each
                                            Settling Party waives and releases any claim for fees and expenses, including but not limited
                                            to attorneys’ fees, with respect to the negotiation and execution of this Agreement.



 


		3.	Agreement
                                            Not Admission of Liability. This Agreement is a resolution of disputed claims and defenses
                                            and is intended by the Settling Parties to avoid the expenses and risks of litigation. By
                                            executing this Agreement, no Settling Party, nor any of their affiliates, employees or representatives
                                            admits to any wrongdoing, liability or responsibility.



 


		4.	Mutual
                                            Releases.



 


		a.	Purebase
                                            and its officers, directors, employees, control persons, agents, successors, and assigns
                                            agree to completely and forever release and discharge Agregen, Hurtado, Gauer, Gingerich,
                                            and their officers, directors, employees, control persons, agents, successors, and assigns
                                            of and from all known and unknown past, present, and future actions, causes of action, agreements,
                                            controversies, claims, damages, demands, debts, liabilities, obligations, expenses, compensation,
                                            suits, and variances whatsoever in law or at equity, based on a tort, contract, or other
                                            theory of recovery, and whether for compensatory or punitive damages, which Purebase ever
                                            had or now has against those persons and entities including those in any way connected with,
                                            arising out of, concerning, or related to the Lawsuit, the Dispute, and/or the negotiation
                                            and execution of this Agreement. This release specifically excludes any claims that may arise
                                            out of this Agreement after the date of full execution.



 




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		b.	Agregen,
                                            Hurtado, Gauer, Gingerich, and their officers, directors, employees, control persons, agents,
                                            successors, and assigns to completely and forever release and discharge Purebase and its
                                            officers, directors, employees, control persons, agents, successors, and assigns of and from
                                            all known and unknown past, present, and future actions, causes of action, agreements, controversies,
                                            claims, damages, demands, debts, liabilities, obligations, expenses, compensation, suits,
                                            and variances whatsoever in law or at equity, based on a tort, contract, or other theory
                                            of recovery, and whether for compensatory or punitive damages, which Agregen, Hurtado, Gauer,
                                            and/or Gingerich ever had or now have against those persons and entities including those
                                            in any way connected with, arising out of, concerning, or related to the Lawsuit, the Dispute,
                                            and/or the negotiation and execution of this Agreement. This release specifically excludes
                                            any claims that may arise out of this Agreement after the date of full execution.



 


		5.	Attorneys’
                                            Fees. If any action or proceeding is commenced to enforce the terms of this Agreement,
                                            the prevailing party shall be entitled to recover its reasonable attorneys’ fees and
                                            costs incurred therein from the non-prevailing party.



 


		6.	General
                                            Provisions.



 


		a.	Notice.
                                            All notices concerning this Agreement shall be mailed and emailed to the Settling Parties
                                            at the following addresses:



 


	 	 	To
    Purebase:	Courtney
    G. Sweet, Esq.
	 	 	 	Gunderson
    Law Firm
	 	 	 	3895
    Warren Way
	 	 	 	Reno,
    Nevada 89509
	 	 	 	csweet@gundersonlaw.com
	 	 	 	 
	 	 	To
    Agregen:	Agregen
    International Corporation
	 	 	 	c/o
    Robert Hurtado
	 	 	 	1245
    E. Echo Lane
	 	 	 	Phoenix,
    Arizona 85020
	 	 	 	 
	 	 	To
    Hurtado:	Robert
    Hurtado
	 	 	 	1245
    E. Echo Lane
	 	 	 	Phoenix,
    Arizona 85020
	 	 	 	 
	 	 	To
    Gauer:	Todd
    Gauer
	 	 	 	401
    Bat Street, Suite 2410
	 	 	 	Toronto,
    ON M5H 2Y4
	 	 	 	Canada


 




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	 	 	To
    Gingerich:	John
    Gingerich
	 	 	 	306-59
    Perry St.
	 	 	 	Woodstock,
    ON N4S 3C4
	 	 	 	Canada
	 	 	 	 
	 	 	 	 	With
    copy to:
	 	 	 	 	Ken
    Creighton
	 	 	 	 	Guild,
    Gallagher & Fuller
	 	 	 	 	100
    W. Liberty Street, Suite 800
	 	 	 	 	Reno,
    NV 89501


 


—Any
Settling Party may change their address for notices by a notice in writing mailed and emailed to the addresses shown above.


 


		b.	Integration
                                            and Amendments. This Agreement, and the documents to be concurrently executed herewith,
                                            contain the entire Agreement of the Settling Parties relating to the subject matter of this
                                            Agreement and may be modified or amended only by a written instrument executed by all of
                                            the Settling Parties. This Agreement shall supersede all other written documents executed
                                            by the Settling Parties relating to the subject matter of this Agreement.



 


		c.	Severability.
                                            If any portion of this Agreement shall for any reason be unenforceable in any respect, such
                                            unenforceability shall not affect any other provision of this Agreement, unless enforcement
                                            of the remainder would constitute a material failure of consideration.



 


		d.	Authority
                                            and No Prior Assignment. Each person executing this Agreement represents and warrants
                                            to each other Settling Party that (i) he/she has the authority to execute this Agreement
                                            and (ii) that he/she has not voluntarily or involuntarily assigned or otherwise hypothecated
                                            his/her interest in the claims or demands hereby compromised and released.



 


		e.	No
                                            Construction Against Drafter. Each Settling Party has had the opportunity to review this
                                            Agreement independently with their respective attorney and has participated in the drafting
                                            hereof. Any ambiguity shall not be construed against any one Settling Party merely because
                                            that Settling Party was allegedly the drafter thereof.



 


		f.	Parties
                                            Represented by Counsel: The Settling Parties acknowledge and agree that they have entered
                                            into this Agreement voluntarily, without duress or coercion, and have done so with the full
                                            advice of their respective legal counsel.



 






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		g.	Course
                                            of Dealing. No course of dealing and no delay on the part of the Settling Parties in
                                            exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof
                                            or otherwise prejudice the Settling Parties’ rights, powers, and remedies conferred
                                            under this Agreement. No right, power, or remedy conferred by this Agreement shall be exclusive
                                            of any other right, power, or remedy now or hereafter available at law, in equity, by statute,
                                            or otherwise.



 


		h.	Counterparts.
                                            This Agreement may be executed in any number of counterparts, and all such counterparts executed
                                            by all of the Settling Parties hereto, each as an original, shall constitute one and the
                                            same instrument. The parties may each sign by “DocuSign” and a copy, scan, or
                                            fax thereof shall be deemed an original. Facsimile, “DocuSign,” or electronic
                                            mail signatures shall be sufficient to make this Agreement binding, with original signatures
                                            to be delivered promptly after the date of full execution.



 


		i.	Headings.
                                            The headings in this Agreement are intended solely for convenience of reference and shall
                                            be given no effect in the construction or interpretation of this Agreement.



 


	PUREBASE
    CORPORATION	 	AGREGEN
    INTERNATIONAL CORPORATION
	 	 	 	 	 
	 	/s/
A. Scott Dockter	 	 	/s/
    James Gauer
	By:	A.
    Scott Dockter	 	By:
	James
Todd Gauer
	Its:	Director	 	 Its: 	 President
	 	 	 	 	 
	 	 	 	 	/s/
    Robert Hurtado
	 	 	 	By:	Robert
    Hurtado, individually
	 	 	 	 	 
	 	 	 	 	/s/
    James Gauer
	 	 	 	By:	James
    Todd Gauer, individually
	 	 	 	 	 
	 	 	 	 	/s/
    John Gingerich
	 	 	 	By:	John
    Gingerich, individually


 


Agreed
to as to Paragraph 2(a) of this Agreement:


 


	BAYSHORE
    CAPITAL MANAGEMENT GROUP	 	BAY
    ST. CAPITAL CORP
	 	 	 	 	 
	 	/s/
    James Gauer	 	 	/s/
    James Gauer
	By:	James
    Todd Gauer	 	By:	James
    Todd Gauer
	Its:	President	 	Its:	President


 




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