Exhibit
10.1


 


AMENDMENT
TO DEBT CONVERSION AGREEMENT


 


THIS
AMENDMENT TO DEBT CONVERSION AGREEMENT (this “Amendment”) is made as of February 7, 2020, by and among
PUREBASE CORPORATION, a Nevada corporation (“PureBase”), and US MINE CORP., a Nevada corporation (“USMC”).
PureBase and USMC may be referred to herein, individually, as a “Party” and, collectively, as the “Parties.”


 


W
I T N E S S E T H


 


WHEREAS,
between February 19, 2016 and July 31, 2019, USMC, which is an affiliate of PureBase, made loans to PureBase in the aggregate
amount of $4,264,789 (the “USMC Loan Amount”); and


 


WHEREAS,
on November 24, 2014, Craig Barto, an affiliate of USMC (“Barto”), made a loan to PureBase in the amount
of $1,000,000 (the “Barto Loan Amount”), at an agreed upon interest rate of 5.00% per annum; and


 


WHEREAS,
as of July 31, 2019, accrued and unpaid interest on the Barto Loan Amount totaled $234,247 (the “Barto Interest”
and, together with the Barto Loan Amount, the “Barto Debt”); and


 


WHEREAS,
effective as of July 31, 2019, for good and valuable consideration, Barto assigned the full amount of the $1,234,247 Barto
Debt to USMC, and USMC accepted such assignment; and


 


WHEREAS,
following such assignment of the Barto Debt from Barto to USMC, the total amount due to USMC by PureBase was $5,499,036 (the
“USMC Debt”); and


 


WHEREAS,
as of July 31, 2019, PureBase and USMC agreed to convert the entire USMC Debt into shares of common stock of PureBase, $0.001
par value per share (“Common Stock”), at a conversion price of $0.09 per share (the “Conversion Price”);
and


 


WHEREAS,
on September 5, 2019 (the “Conversion Date”), PureBase incorrectly converted only $5,442,363 of the USMC
Debt into only 60,248,484 shares of PureBase’s Common Stock (the “Initial Conversion Shares”), pursuant
to the terms and conditions of a letter agreement by and between PureBase and USMC (the “Agreement”), dated
as of the Conversion Date; and


 


WHEREAS,
subsequently, it came to PureBase’s attention that PureBase erroneously converted only $5,442,363 of the USMC Debt (rather
than the full $5,499,036 USMC Debt) into only the 60,248,484 Initial Conversion Shares (rather than the full 60,470,698 shares
of PureBase’s Common Stock that USMC should have received upon conversion of $5,442,363 of the USMC Debt); and


 


WHEREAS,
PureBase desires to (a) issue to USMC the additional 222,216 shares of PureBase’s Common Stock that USMC should have
received upon the conversion of $5,442,363 of the USMC Debt, and (b) convert the remaining $56,673 of the USMC Debt (at the Conversion
Price of $0.09 per share) into 629,700 additional shares of PureBase’s Common Stock (collectively, the “Additional
Conversion Shares”); and


 




    	 



    	 



    

 


WHEREAS,
in consideration for USMC’s agreement to convert the USMC Loan Amount, and as an inducement therefor, PureBase deems it
fair and equitable to pay to USMC a payable conversion fee on the amount of the USMC Loan Amount, calculated at a rate of 6.00%
per annum through July 31, 2019 (the “Payable Conversion Fee”); and


 


WHEREAS,
PureBase and USMC have agreed that the resulting $489,436 Payable Conversion Fee will be paid to USMC by the issuance to USMC
of 5,438,178 additional shares PureBase’s Common Stock (the “Payable Conversion Fee Shares”), calculated
at the Conversion Price of $0.09 per share; and


 


WHEREAS,
the Parties wish to amend the Agreement on the terms set forth in this Amendment.


 


NOW,
THEREFORE, in consideration of the mutual promises herein contained and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Parties hereby agree to amend the Agreement as follows:


 


1.
Definitions; References; Continuation of Agreement. Unless otherwise specified herein, each term used herein that is
defined in the Agreement shall have the meaning assigned to such term in the Agreement. Each reference to “hereof,”
“hereto,” “hereunder,” “herein” and “hereby” and each other similar reference,
and each reference to “this Agreement” and each other similar reference, contained in the Agreement shall from and
after the date hereof refer to the Agreement as amended hereby. Except as specifically amended hereby, all terms and provisions
of the Agreement shall continue unmodified and remain in full force and effect.


 


2.
Issuance of the Additional Conversion Shares and Payable Conversion Fee Shares.


 


(a)
Upon execution and delivery of this Amendment, PureBase shall issue to USMC the 851,916 Additional Conversion Shares.


 


(b)
Upon execution and delivery of this Amendment, PureBase shall issue to USMC the 5,438,178 Payable Conversion Fee Shares as payment
of the Payable Conversion Fee.


 


(c)
Upon the issuance to USMC of the Additional Conversion Shares (together with the prior issuance of the Initial Conversion Shares)
and the Payable Conversion Fee Shares, the entire amount of the USMC Debt shall be deemed extinguished and PureBase shall be discharged
from all liabilities thereunder.


 


(d)
Upon PureBase’s issuance of the Additional Conversion Shares and the Payable Conversion Fee Shares pursuant to the terms
and conditions of the Agreement, as amended hereby, the Additional Conversion Shares and Payable Conversion Fee Shares shall be
deemed to be duly issued, fully paid and non-assessable.


 




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3.
Warranties and Representations in Agreement. The warranties and representations made by PureBase and USMC in the Agreement,
respectively, are true and correct as of the date of this Amendment and are incorporated herein with respect to the issuance of
the Additional Conversion Shares and Payable Conversion Fee Shares.


 


4.
Miscellaneous.


 


4.1
Except as specifically amended or modified as set forth herein, all other terms of the Agreement are ratified and confirmed and
remain in full force and effect, to the extent they are in full force and effect as of the date of this Amendment.


 


4.2
This Amendment may be executed in two or more counterparts, all of which when taken together shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being
understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of
the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.


 


4.3
This Amendment shall be construed, interpreted and the rights of the Parties determined in accordance with the laws of the State
of New York (without reference to any choice of law rules that would require the application of the laws of any other jurisdiction).


 


(Signature
page to follow)


 




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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed on the date first above written.


 





	 	US
    MINE CORP.
	 	 
	 	 	/s/
    John Bremer
	 	Name:	John
    Bremer
	 	Title:	President
	 	 	 
	 	PUREBASE
    CORPORATION
	 	 	 
	 	By:
    	/s/
    A. Scott Dockter
	 	Name:
    	A.
    Scott Dockter
	 	Title:
    	Chief
    Executive Officer







 




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