September
5, 2019


 


PureBase
Corporation


8625
State Hwy. 124


Ione,
California 95640


 


Re:
Debt Exchange for Shares


 


Ladies
and Gentlemen:


 


As
of the date hereof, the undersigned (the “Creditor”) is owed an aggregate of $5,422,362.86 by PureBase Corporation,
a Nevada corporation (the “Company”). This letter sets forth the terms of our agreement to exchange the outstanding
principal, and any accrued and unpaid interest thereon, for shares of common stock, $0.001 par value per share (“Common
Stock”), of the Company in accordance with the terms below.


 


1.
Exchange. Subject to the terms and conditions of this letter agreement, the Creditor hereby agrees to exchange the amount
of $5,422,362.86, which is currently due and payable to the Creditor (the “Debt”) for shares of Common Stock of the
Company, at a conversion rate of $0.09 per share, resulting in the issuance of an aggregate of 60,248,484 shares of Common Stock
(the “Shares”). Upon such exchange, the outstanding $5,422,362.86 shall be deemed extinguished and the Company shall
be discharged from all liabilities thereunder.


 


2.
Deliveries. At the Closing (as defined below), the Company shall deliver to the Creditor a certificate representing the
Shares.


 


3.
Closing. The closing of the conversion of the Shares (the “Closing”) shall take place no later than the fifth
(5th) business day after the date hereof, whereupon the Company shall instruct its transfer agent to issue the Shares
to the Creditor.


 


4.
Representations and Warranties of the Creditor. The Creditor hereby represents and warrants to the Company, on the date
hereof and as of the date of the Closing, as follows:


 


(a)
Organization, Authority and Qualification. If applicable, the Creditor is a corporation, limited liability company, limited
partnership, trust or other entity duly organized, validly existing and in good standing under the laws of its incorporation or
formation and has the requisite power and authority to execute and deliver this letter agreement, to carry out its obligations
hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this letter agreement by the Creditor
and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on
the part of the Creditor.


 


(b)
Ownership of the Debt. The Creditor has good, valid and marketable title to the Debt, free and clear of all liens, mortgages,
charges or other encumbrances and any preemptive or subscription rights and has not assigned or otherwise transferred or granted
any interest in the Debt.


 


(c)
No Consents. The Creditor is not required to obtain any order, consent, approval or authorization of any person or entity
in connection with the exchange of the Debt for the Shares.


 




    	 	 	 



     


    

 


(d)
Status. The Creditor is an “accredited investor”, as defined in Rule 501(a) under the Securities Act of 1933,
as amended (the “Securities Act”).


 


(e)
Experience of the Creditor. The Creditor, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Shares, and has so evaluated the merits and risks of such investment. The Creditor is able to bear the economic risk of
an investment in the Shares and, at the present time, is able to afford a complete loss of such investment.


 


5.
Representations and Warranties of the Company. In order to induce the Creditor to enter into this letter agreement, the
Company hereby represents and warrants to the Creditor as follows:


 


(a)
Organization, Authority and Qualification. The Company is a corporation duly organized, validly existing and in good standing
under the laws of the State of Nevada and has the requisite power and authority to execute and deliver this letter agreement,
to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this
letter agreement by the Company and the consummation by the Company of the transactions contemplated hereunder have been duly
authorized by all necessary corporate action on the part of the Company.


 


(b)
No Consents. The Company is not required to obtain any order, consent, approval or authorization of any person or entity
in connection with the issuance of the Shares or any of the other transactions contemplated hereunder.


 


(c)
Issuance of the Shares. The Shares, when issued, will be duly authorized by all necessary corporate action by the Company,
and will be duly and validly issued, fully paid and non-assessable shares of Common Stock.


 


6.
Further Assurances. The parties shall execute and deliver such further instruments of conveyance, transfer and assignment,
cooperate and assist in providing information for making and completing regulatory filings, and take such other actions as the
Creditor or the Company, as the case may be, may reasonably require of the other party to evidence or effectuate the transactions
contemplated hereunder.


 


7.
Amendment. This Agreement may not be amended or otherwise modified, except by an instrument in writing signed by, or on
behalf of, each of the parties hereto.


 


8.
Governing Law. This letter agreement (including the documents and instruments referred to herein) shall be governed in
all respects, including validity, interpretation and effect, by the laws of the State of New York, as applied to agreements entered
into and wholly performed within such State.


 


9.
Counterparts; Severability. This letter agreement may be executed by facsimile or other electronic means and in one or
more counterparts which together shall constitute a single agreement. If any provisions of this Agreement shall be held to be
illegal, invalid or unenforceable under any applicable law, then such contravention or invalidity shall not invalidate the entire
letter agreement. Such provision shall be deemed to be modified to the extent necessary to render it legal, valid and enforceable,
and if no such modification shall render it legal, valid and enforceable, then this letter agreement shall be construed as if
not containing the provision held to be invalid, and the rights and obligations of the parties shall be construed and enforced
accordingly.


 


10.
Entire Agreement. This letter agreement supersedes all prior agreements between the parties hereto with respect to its
subject matter and constitutes a complete and exclusive statement of the terms of the agreement between the parties with respect
to its subject matter.


 


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If
this letter agreement accurately sets forth our agreement, please sign below where indicated.


 


Dated:
September 5, 2019


 


	 	Sincerely,
	 	 
	 	US
    MINE CORPORATION
	 	 
	 	/s/
    John Bremer
	 	Name:	John
    Bremer
	 	Title:	President


 


	                                    	Address:
    	8625
    State Hwy. 124
	 	 	Ione,
    California 95640
	 	Telephone:
    	(209)
    790-4535
	 	 
	 	State
    Taxpayer Identification No.:
	 	NV20121556051


 


Dollar
Amount of Principal and Interest being converted: $5,422,362.86


 


	AGREED:	 
	 	 
	Date:
    September 5, 2019	 
	 	 
	PUREBASE
    CORPORATION	 
	 	 	 
	By:
    	/s/
    A. Scott Dockter	 
	Name:
    	A.
    Scott Dockter	 
	Title:
    	Chief
    Executive Officer	 


 




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