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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (Mark
One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the Fiscal Year Ended November 30, 2023

 or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from __________________________ to __________________________

 Commission
file number 000-55517

CORPORATION

 (Exact
name of registrant as specified in its charter)

 Nevada

 27-2060863

 (State
 or other jurisdiction

 (I.R.S.
 Employer

 of
 incorporation or organization)

 Identification
 No.)

 8631
 State Highway, 124

 Ione,
 California

 95640

 (Address
 of Principal Executive Offices)

 (Zip
 Code)

 (209) 274-9143

 (Registrant's
telephone number, including area code)

 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

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

 Common
Stock, par value $0.001

 (Title
of class)

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a small reporting company,
or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller
reporting company" or an "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 Growth company

 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 7(a)(2)(B) of the Securities Act:

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to 240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The
aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, as of May 31, 2023, the last
business day of the registrant's most recently completed second fiscal quarter, was $ 8,163,891. Solely for purposes of this disclosure,
shares of common equity held by officers and directors of the registrant have been excluded because such persons may be deemed to be
affiliates. This determination of executive officers and directors as affiliates is not necessarily a conclusive determination for any
other purposes.

 As
of February 28, 2024, there were 239,740,928 shares of the registrant's common stock outstanding.

 TABLE
OF CONTENTS

 Page

 ITEM 1. BUSINESS

 ITEM 1A. RISK FACTORS

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 ITEM 1C. CYBERSECURITY

 ITEM 2. PROPERTIES

 ITEM 3. LEGAL PROCEEDINGS

 ITEM 4. MINE SAFETY DISCLOSURES

 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM 6. [RESERVED]

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM 9A. CONTROLS AND PROCEDURES

 ITEM 9B. OTHER INFORMATION

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM 11. EXECUTIVE COMPENSATION

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 ITEM 16. FORM 10-K SUMMARY

 SIGNATURES

 PART
I

 ITEM
1. BUSINESS

 Forward-Looking
Statements

 This
Annual Report on Form 10-K includes forward-looking statements that reflect management's current views with respect to future events
and financial performance. Forward-looking statements are projections in respect of future events or our future financial performance.
In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expects,"
"plans," "anticipates," "believes," "estimates," "predicts," "potential"
or "continue" or the negative of these terms or other comparable terminology. Those statements include statements regarding
the intent, belief or current expectations of our management team, as well as the assumptions on which such statements are based. Investors
are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and
that actual results may differ materially from those contemplated by such forward-looking statements. These statements are only predictions
and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors"
any of which may cause our company's or our industry's actual results, levels of activity, performance or achievements to
be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking
statements.

 We
undertake no obligation to update or revise forward-looking statements except as required by law.

 As
used in this Annual Report on Form 10-K and unless otherwise indicated, the terms "Company," "we," "us,"
and "our," refer to PureBase Corporation and its wholly-owned subsidiaries, PureBase Agricultural, Inc., a Nevada corporation
("PureBase AG") and U.S. Agricultural Minerals, LLC, a Nevada limited liability company ("Purebase AM").

 Corporate
History

 The
Company was incorporated in the State of Nevada on March 2, 2010, under the name Port of Call Online, Inc. to create a web-based service
that would offer boaters an easy, convenient, fun, easy to use, online resource to help plan and organize their boating trips. Pursuant
to a corporate reorganization consummated on December 23, 2014, the Company changed its business focus to the identification, acquisition,
development and full-scale exploitation of industrial and natural mineral properties in the United States for the development of products
for the construction and agriculture markets. In line with this business focus, the Company changed its name to PureBase Corporation
in January 2015.

 The
Company is headquartered in Ione, California.

 Business

 We
are an industrial mineral and natural resource company that provides solutions to the agriculture and construction materials markets
in the United States, through our two subsidiaries, Purebase AG, and Purebase AM, respectively. The Company has not yet commenced mining
operations and relies on US Mine LLC. for its raw materials.

 We
utilize the services of US Mine Corporation ("USMC"), a Nevada corporation and a significant shareholder of the Company,
for the development and contract mining of industrial mineral and metal projects, exploration drilling, preparation of feasibility studies,
mine modeling, on-site construction, production, site reclamation and product fulfillment. Exploration services include securing necessary
permits, environmental compliance, and reclamation plans. In addition, a substantial portion of the minerals used by the Company are
obtained from properties owned or controlled by USMC. A. Scott Dockter, the Company's Chief Executive Officer and a director, and
John Bremer, a director, are also officers, directors and owners of USMC and US Mine LLC.

 We
obtain certain raw clay materials from USMC through a materials extraction agreement with US Mine LLC. US Mine LLC owns the mining
property which USMC leases. USMC pays US Mine LLC a royalty, for which the Company reimburses USMC.

 Agricultural

 We
develop specialized fertilizers, sun protectants, soil amendments and bio-stimulants for organic and non-organic sustainable agriculture.
We have developed and will seek to develop additional products derived from mineralized materials of leonardite, kaolin clay, laterite,
and other natural minerals. These mineral and soil amendments are used to protect crops, plants and fruits from the sun and winter damage,
to provide nutrients to plants, and to improve dormancy and soil ecology to help farmers increase the yields of their harvests. We are
building a brand family under the parent trade name "Purebase," consisting of our Purebase Shade Advantage WP product, a
kaolin-clay based sun protectant for crops and Humic Advantage a humic acid product derived from leonardite.

 PureBase
Shade Advantage WP

 Shade
Advantage WP is a natural mineral plant protectant that reduces sunburn damage to plant tissue (including fruits, such as watermelons,
citrus, tomatoes, apples and cherries and walnuts) exposed to UV and infrared radiation through the absorption and dissipation of ultraviolet
and infrared radiation, which protects and reduces the stress on plants.

 The
anticipated benefits of this product include:

 Adherences
 to plant tissue, fruit, and wood bark without the need for surfactants (stickers)

 Protection
 against sunburn of plant tissue and sun scalding of fruits, nuts, and vegetables

 Designed
 for application on organic and sustainable crops

 When
 sprayed on dormant trees, Shade Advantage WP has the potential of mitigating weather induced dormancy interference.

 Shade
Advantage WP is available in 25 lb. bags.

 Humic
Advantage

 The
Company sold its first batch of humic acid to a produce grower in Arizona in April 2022. Humic Advantage is a humic acid
product derived from leonardite, locally sourced in Ione, California. Humic acid is a group of molecules heterogenous in nature,
consisting of both aliphatic and aromatic carbons. We believe that humic acids are an important medium for soil health, water
retention, and positive interactions with the soil microbiome. Humic acids can act as a chelator, interacting with other molecules
in the soil profile, leading to a decrease in the leaching of metals and nutrients in some cases. Furthermore, some scientific
publications have shown that the application of humic acid can increase plant dry mass, particularly in forage crops, due to
increases in root matter and nodulation.

 Industry

 The
overview below shows the size and scope of the crops that could potentially use products that we develop:

 California's
Top 10 Agricultural Commodities in 2022

 According
to the California Department of Food and Agriculture ("CDFA"), California's agricultural abundance includes more than
400 commodities and over a third of the country's vegetables and nearly three-quarters of the country's fruits and nuts are
grown in California. California's top-10 valued commodities for the 2022 crop year are:

 Dairy
 Products, Milk — $10.40 billion

 Grapes
 — $5.54 billion

 Cattle
 and Calves — $3.63 billion

 Almonds
 — $3.52 billion

 Lettuce
 — $3.15 billion

 Strawberries
 — $2.68 billion

 Pistachios
 — $1.86 billion

 Broilers
 — $1.59 billion

 Tomatoes
 — $1.46 billion

 Carrots
 — $1.11 billion

 According
to the CDFA, in 2022 California's farms and ranches received $55.9 billion in cash receipts for their output. This represents an
8.8% increase in cash receipts compared to the previous year.

 According
to the CDFA, California agricultural exports totaled $22.5 billion in 2021, an increase of 7.0% from 2020. Top commodities for export
included almonds, dairy and dairy products, pistachios, walnuts and wine. California's agricultural export statistics are produced
by the University of California, Davis, Agricultural Issues Center. California organic product sales totaled $14.0 billion in 2021, an
increase of 16.4% from the prior year, according to the CDFA. Organic production encompasses over 2.13 million acres in the state and
California is the only state in the U.S. with a United States Department of Agriculture ("USDA") National Organic Program
according to the CDFA.

 North
America humic acid market size was valued at $230 million in 2022 and is expected to grow at a compounded annual growth rate over 13.2%
from 2022 to 2032 according to forecast by Spherical Insight, a market research firm.

 In
2022, as per the USDA, the estimated number of farms in the U.S. were 2,002,700, representing a decline of 9,350 farms from 2021. The
total land in farms decreased by 1,900,000 acres in the same period. We believe that this decline will drive farmers to improve crop
yields within more limited space. We believe that humic acid can improve yield rates by enhancing soil texture, nutrient buffering capacity,
water retention characteristics, and plant growth by enabling efficient uptake of nutrients from soil. We believe that humic acid aids
in fighting soil erosion by increasing the ability of soil colloids to combine and by enhancing root system and plant development and
can also reduce water salination issues raised in the use of water-soluble mineral fertilizers.

 According
to the latest research report by Global Market Insights Inc., the North America Humic Acid Market was estimated at $250 million in
2020 and is poised to reach around $ 580 million by 2027, registering with a CAGR of 12.8% from 2021 to 2027. Propelled by
widespread application of humic acid as fertilizer in agricultural production, the fertilizer use segment is expected to progress at
around 12.5% CAGR over the analysis timeline. The row crops segment is likely to expand at a stable CAGR over the review timespan.
Humic acid offers several benefits, including better efficiency, enhanced soil health, and improved crop quality and yields, which
is anticipated to fuel segmental progress in the forthcoming years.

 Distribution

 We
distribute Shade Advantage WP through several large agricultural distribution companies and co-ops including Helena Agri-Enterprises,
LLC, Brandt, and Aligned Ag Distributors. Through this network of distribution companies, our products reach farmers and growers in the
agricultural industry. We also private label the Crop White II product for Brandt. The Company no longer produces the SulFe Hume Si product.

 Competition
in the Agricultural Sector

 Major
competitors with our agricultural products include:

 PureShade
 with Calcium Carbonate: manufactured by Novasource, a division of Tessenderlo Kerley, Inc.

 Surround:
 A kaolin-clay-based sun protectant manufactured by Novasource, a division of Tessenderlo Kerley, Inc.

 BioFlora:
 a comprehensive agricultural products company based in Arizona.

 Mesa
 Verde Humates, a division of Bio Huma Netics, a manufacturer of humate-based products based in New Mexico.

 The
 Andersons Humic Solutions: A humic based products mining and manufacturing firm focused in the US Midwest, which produces highly
 competitive organic products which are sold and distributed throughout the United States.

 Wilbur
 Ellis: one of the largest family-owned agricultural companies in the world.

 Agricultural
Products Certifications

 All
sales of agricultural products have to be registered in order to be sold, distributed and/or applied in farming operations. Standards
for registration are set and regulated by the USDA at the federal level. All state agencies must also comply with federal guidelines.
There are guidelines for the registration and labelling of the products for agriculture use, some of which are federal, others are State.
Our organic product, PureBase Shade Advantage WP, must meet several additional qualifications in order to become registered.

 In
California, for example, the task of regulating the registration processes is carried out by the CDFA. There are some activities within
the regulatory process that are executed by recognized and licensed private entities such as chemical laboratories and certifying laboratories.
In some instances, in accordance with various international treaties, some of bilateral and some by regional structures (European Union,
etc.) and some governmental and private organizations are recognized and licensed to play particular roles in certifying and/or in the
certifying processes.

 Currently
we have one product fully registered as an organic plant protectant, PureBase Shade Advantage WP. The WP stands for Wettable Powder which
means the powder goes into suspension when mixed with water. We have registration certificates for this product in several states including
California and Washington. Our product is currently registered in the US and California as an agricultural product.

 Our
newest product, Humic Advantage, has received an Organic Materials Review Institute certification and is currently approved for sale
in Arizona and is under review with the CDFA for approval to sell Humic Advantage in California as a soil amendment.

 Construction

 We
have been developing and testing a kaolin-based product that we believe will help create a lower CO2-emitting concrete through the use
of high-quality supplementary cementitious materials ("SCMs"). We are developing SCMs for the construction material markets,
particularly the cement markets that we believe can potentially replace up to 40% of cement, the most polluting part of concrete. As
government agencies continue to enact stricter requirements for less-polluting forms of concrete, we believe there are significant opportunities
for high-quality SCM products in the construction-materials sector.

 Industry

 Domestic
Production and Use

 Most
portland cement is used to make concrete, mortars, or stuccos, and competes in the construction sector with concrete substitutes, such
as aluminum, asphalt, clay brick, fiberglass, glass, gypsum (plaster), steel, stone, and wood. Certain materials, especially fly ash
and ground granulated blast furnace slag, develop good hydraulic cementitious properties by reacting with lime, such as that released
by the hydration of portland cement. Where readily available (including as imports), these SCMs are increasingly being used as partial
substitutes for portland cement in many concrete applications and are components of finished blended cements. Clay-based SCM's
may also offer high strength in addition to being able to replace more cement than traditional fly ash.

 The
Portland Cement Association ("PCA") forecast a 3.5% decrease in cement consumption in 2023 over 2022. However, the PCA forecasts
a 4.3% increase in 2024, a 3.6% increase in 2025, and a 3.8% increase in 2026. According to the PCA, the U.S. is also set to spend $1
trillion on new and rehabilitated infrastructure projects which we believe would consume 46 Metric Tons of cement over a five-year program.
Over a quarter of this amount would be used on roads, bridges and resiliency structures.

 We
believe that production and use of cement will increase in the upcoming years due to President Biden's signing a $1.2 trillion
infrastructure bill into law in November 2021, which is anticipated to provide $550 billion of new federal investments in America's
infrastructure over five years, including bridges, roads, broadband, water and energy systems. We believe that funds are needed for safe
travel, as well as the efficient transport of goods and produce across the country. The nation's infrastructure system earned a
C- score from the American Society of Civil Engineers in 2021.

 As
per the PCA, the current infrastructure legislation provides for a $110 billion investment in roads, bridges and major infrastructure
projects. Included is $40 billion for bridge repair, replacement and rehabilitation and $16 billion for major projects that would be
too large or complex for traditional funding programs. It is believed that 173,000 miles of the nation's highways and major roads
are in poor condition, as are 45,000 bridges.

 Competition
in the Construction Sector

 Potential
competitors in the SCM space include other kaolin producers that are located in the eastern U.S. (predominantly Georgia), including BASF
Corporation, Thiele Kaolin Company, Active Minerals International, LLC, Burgess Pigment Company, IMERYS, and KaMin LLC. Other potential
competitors include fly ash distributors, notably Boral Industries, Inc. and Waste Management, Inc., and existing coal burning power
plants (which produce fly ash as a byproduct of energy production.)

 Currently
in the western U.S., there are coal burning plants in Nevada, Utah, Oregon, and Washington. There are coal burning plants in Mexico and
India from which fly ash can be imported. Other potential competitors are steel mills from which slag is produced as a byproduct of production
(which is also a material that can replace fly ash.).

 Newer
technology could produce further competition, such as CO2-entrained concrete products that are produced by companies like Climeworks,
a direct air capture company that vacuums carbon out of the air. Carbon entrainment companies include Carbon Engineering Ltd, and Carbon
Cure Technologies, which has received significant investments by Bill Gates, Microsoft, Amazon, and others.

 Many
of our competitors have greater exploration, production, and capital resources than we do, and may be able to compete more effectively
in any of these areas. For example, these competitors may be able to spend greater amounts on acquisition of desirable mineral properties,
on exploration of their mineral properties and on development of their mineral properties. This competition could result in competitors
having mineral properties of greater quality and interest to prospective investors who may finance the exploration and development of
their mineral properties.

 Government
Controls and Regulations

 Natural
resource exploration, mining and processing operations are subject to various federal, state and local laws and regulations governing
prospecting, exploration, development, production, labor standards, occupational health, mine safety, control of toxic substances, and
other matters involving environmental protection and employment. United States environmental protection laws address the maintenance
of air and water quality standards, the preservation of threatened and endangered species of wildlife and vegetation, the preservation
of certain archaeological sites, reclamation, and limitations on the generation, transportation, storage and disposal of solid and hazardous
wastes, among other things. There can be no assurance that all the required permits and governmental approvals necessary for any mining
project with which we may be associated can be obtained on a timely basis, or maintained in good standing. Delays in obtaining or failure
to obtain necessary government permits and approvals may adversely impact our operations. The regulatory environment in which we operate
could change in ways that would substantially increase costs to achieve compliance. In addition, significant changes in regulations could
have a material adverse effect on our operations and ability to timely and effectively implement our drilling/mapping programs and develop
our mining properties.

 The
following governmental controls and regulations materially affect the mining properties we, or our third party mineral suppliers, will
seek to explore and develop.

 Federal
Regulation of Mining Activity

 Mining
operations are subject to numerous federal, state and local laws and regulations. At the federal level, mining properties are subject
to inspection and regulation by the Division of Mine Safety and Health Administration of the Department of Labor ("MSHA")
under provisions of the Federal Mine Safety and Health Act of 1977. The Occupation and Safety Health Administration ("OSHA")
also has jurisdiction over certain safety and health standards not covered by MSHA. Mining operations and all proposed exploration and
development will require a variety of permits. In addition, any mining operations occurring on federal property are subject to regulation
and inspection by the Bureau of Land Management ("BLM"). We currently own mining rights in several properties having existing
permits in place or properties where existing permitting requirements and other applicable environmental protection laws and regulations
would not pose a material hindrance to our ability to explore and develop such properties. As part of our initial evaluation of suitable
projects, we ascertain a property's regulatory compliance status and any issues affecting current or future permitting requirements.

 All
of our current rights are to mining projects governed by the BLM and the US Forest Service. The Federal Land Policy and Management Act
(1976) established the BLM's multiple-use mandate to manage the public lands "in a manner that will protect the quality of
scientific, scenic, historical, ecological, environmental, air and atmospheric, water resource, and archeological values; that, where
appropriate, will preserve and protect certain public lands in their natural condition". The Lands, Minerals & Water Rights
branch coordinates with BLM planning and resource specialists to manage surface resources, minerals and water rights to ensure that authorized
uses of public lands.

 Mining
Environmental Regulations

 While
we are not at present engaged in mining activities, such activities, including drilling, mapping and development and production activities
are subject to environmental laws, policies and regulations. These laws, policies and regulations affect, among other matters, emissions
to the air, discharges to water, management of waste, management of hazardous substances, protection of natural resources, protection
of endangered species, protection of antiquities and reclamation of mined land. Legislation and implementation of regulations adopted
or proposed by the United States Environmental Protection Agency ("EPA"), the BLM and by comparable agencies in various states,
directly and indirectly affect the mining industry in the United States. These laws and regulations address the environmental impact
of mining and mineral processing, including potential contamination of soil and water from tailings, discharges and other wastes generated
by the mining process. In particular, legislation such as the Clean Water Act, the Clean Air Act, the Federal Resource Conservation and
Recovery Act ("RCRA"), and the National Environmental Policy Act require analysis and/or impose effluent standards, new source
performance standards, air quality standards and other design or operational requirements for various components of mining and mineral
processing, including natural resource mining and processing of the type presently or to be conducted by the Company or through USMC.
Such statutes also may impose liability on mine developers for remediation of waste they have created.

 Mining
projects also are subject to regulations under (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"
or "Superfund") which regulates and establishes liability for the release of hazardous substances and (ii) the Endangered
Species Act ("ESA") which identifies endangered species of plants and animals and regulates activities to protect these species
and their habitats. Any potential future amendment to CERLA or ESA may impact our business.

 The
Clean Air Act, as amended, mandates the establishment of a federal air permitting program, identifies a list of hazardous air pollutants,
including various metals and pollutants, and establishes new EPA enforcement authority. The EPA has published final regulations establishing
the minimum elements of state operating permit programs. We will be required to comply with these EPA standards to the extent adopted
by the State in which development projects are located.

 Future
regulations are unknown but expected to occur. The new U.S. Administration has rejoined the Paris Climate Accord and placed further restrictions
on carbon-emitting activities. Future restrictions and higher standards could negatively impact our ability to bring new products to
market, as well as bring new opportunities for products that can reduce CO2 emissions.

 In
addition, developing mining sites requires mitigation of long-term environmental impacts by stabilizing, contouring, re-sloping, and
revegetating various portions of a site. While a portion of the required work can be performed concurrently with developing the property,
completion of the environmental mitigation occurs once removal of all materials and facilities has been completed. These reclamation
efforts are conducted in accordance with detailed plans which have been reviewed and approved by the appropriate regulatory agencies.
The mining developer must ensure that all necessary cash deposits and financial resources to cover the estimated costs of such reclamation
as required by permit are made.

 We
intend that any exploration and development of mining projects by the Company will be conducted in substantial compliance with federal
and state regulations and be consistent with the need to remediate any environmental impact.

 Employees

 The
Company currently has seven full-time employees. We currently anticipate hiring additional employees for the Company's production
operations, subject to sufficient funding, if our product development and distribution programs continue to expand.

 Outside
services, relating primarily to agricultural market research and product development, and the development and application of SCMs, as
well as other technical matters related to product development and branding activities, will be provided by various independent contractors.

 ITEM
1A. RISK FACTORS

 An
investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties
in addition to other information in this report in evaluating our company and its business before purchasing shares of our common stock.
Our business, operating results and financial condition could be seriously harmed due to any of the following risks. You could lose all
or part of your investment due to any of these risks.

 Risks
Related to Our Business

 We
are an early stage company which makes the evaluation of our future business prospects difficult.

 We
changed our business focus to our current business of developing agricultural and natural resources as a result of a reorganization with
our wholly owned subsidiary PureBase AG in December 2014, and only commenced selling our agricultural products during 2017 and began
developing an SCM for the construction materials market in 2019. We have not yet achieved profitable operations.

 Our
success is dependent upon the successful development of suitable mineral projects, establishing our production capability and establishing
a customer base for our agricultural products. Any future success will depend upon many factors, including factors beyond our control
which cannot be predicted at this time. These factors may include changes in or increased levels of competition; the availability and
cost of bringing mineral projects into production; the amount of agricultural and/or natural resources available and the market price
of and the uses for such minerals. These factors may have a material adverse effect upon our business operating results and financial
condition.

 Our
independent registered public accounting firm has expressed doubt about our ability to continue as a going concern.

 Our
audited consolidated financial statements as of November 30, 2023, have been prepared under the assumption that we will continue as
a going concern. Our independent registered public accounting firm has issued a report that included an explanatory paragraph
referring to our recurring losses from operations and generating negative cash flows from operations for the foreseeable future and
our significant working capital deficiency, accumulated deficit and net loss for the year ended November 30, 2023, expressing
substantial doubt in our ability to continue as a going concern without additional capital becoming available. As of November 30,
2023, we had an accumulated deficit of $62,730,978 and a working capital deficit of $1,493,349. For the fiscal year ended November
30, 2023, we had a net loss from operations of $9,087,329 and negative cash flows from operations of $1,124,290. We anticipate that
we will continue to incur operating losses and generate negative cash flows from operations for the foreseeable future as we execute
our development plans for 2024, as well as other potential strategic and business development initiatives. We have previously funded
and plan to continue funding these losses primarily through the sale of equity and debt. Our ability to continue as a going concern
is dependent upon our ability to obtain additional equity or debt financing, attain further operating efficiencies, reduce
expenditures, and, ultimately, to generate sufficient revenue to fund our operations. There can be no assurance that we will be
successful in raising capital and have adequate capital resources to fund our operations or that any additional funds will be
available to us on favorable terms or in amounts required by us. If we are unable to obtain adequate capital resources to fund
operations, we may be required to delay, scale back or eliminate some or all of our plan of operations, which may have a material
adverse effect on our business, results of operations and ability to operate as a going concern. The consolidated financial
statements do not include any adjustments that might result from the outcome of this uncertainty.

 We
will need to raise additional capital for the foreseeable future in order to continue operations and realize our business plans, the
failure of which could adversely impact our operations.

 Although
we have started to generate revenue, such revenue is not sufficient to cover our operating expenses and financing costs. As of November
30, 2023, we had liabilities of $3,040,031 and a working capital deficiency of $1,493,349. To stay in business, we will need to raise
additional capital through public or private sales of our securities, debt financing or short-term bank loans, or a combination of the
foregoing. In the past, we have financed our operations by issuing secured and unsecured convertible debt and equity securities in private
placements, in some cases with equity incentives for the investor in the form of warrants to purchase our common stock and have borrowed
from related parties. During the year ended November 30, 2023, the Company has issued $914,788 of convertible notes to USMC and has used
$346,735 of a $1,000,000 line of credit with USMC. There are no other commitments to provide us with financing. If we are unable to obtain
additional financing from USMC or other sources, we may have to suspend operations, sell assets and will not be able to execute our plan
of operations. Failure to become and remain profitable may adversely affect the market price of our common stock and our ability to raise
capital and continue operations. Our inability to secure capital to fund exploration and, if warranted, development costs for our mineral
resources would create a competitive cost disadvantage in the marketplace which would have a material adverse effect on our operations
and potential profitability.

 We
have been completely dependent on a related party for operating capital and will be for the foreseeable future.

 Our
sales are small and do not provide us with the funds necessary for continuing operations. We have been dependent on USMC to provide funding
to us through notes payable and a line of credit, and there is no assurance that they will continue to do so in the future. If USMC decides
to no longer fund us or if we are unable to raise funds either through debt through a third party or through an equity raise, then we
will not be able to continue operations.

 External
factors, including the complex permitting process may result in delays or not receiving permits at all.

 While
our supplier, USMC, has considerable experience in the mining permitting process, permitting procedures are complex, costly, time consuming
and subject to potential regulatory delay. USMC may not be able to obtain permits required for our projects in a timely manner, on reasonable
terms, or at all. If we, or our third-party suppliers, cannot obtain or maintain the necessary permits, or if there is a delay in receiving
such permits, our timetable and business plan for development and mining of these properties or those of third-party suppliers could
be adversely affected.

 We
cannot predict whether we will be able to obtain new permits or whether material changes in permit conditions will be imposed. Obtaining
new mining permits or the imposition of additional conditions could have a material adverse effect on our ability to develop the mining
properties in which we have an interest or ownership or could increase the costs charged by third party suppliers or decrease the amount
of minerals available from third party suppliers.

 Federal
regulation of mining activity may change resulting in additional unforeseen expenses and potential losses.

 Legislation
to make significant revisions to the U.S. General Mining Law of 1872 would affect our potential development of unpatented mining claims
on federal lands, including any royalty on mineral production. It cannot be predicted whether any of these proposals will become law.
Any levy of the type proposed would only apply to unpatented federal lands and accordingly could adversely affect the profitability of
any future mineral production from projects being explored by the Company on federal property.

 We
cannot be certain that future changes in laws and regulations would not result in significant additional expenses, capital expenditures,
restrictions or delays associated with the exploration and development of our current or future projects.

 We
will need to grow the size and capabilities of our company, and we may experience difficulties in managing this growth.

 If
and when the execution of our plan of operations, including marketing plans and business strategies further develop, we may need to recruit
additional managerial, operational, sales and marketing, financial, IT and other personnel. If we are not able to effectively expand
our company by hiring new employees and expanding our consultants and contractors, we may not be able to successfully implement the tasks
necessary to achieve our marketing, research, development, and expansion goals.

 We
depend solely on a single third party for mining services and our operations could be adversely affected if we cannot negotiate further
service agreements.

 We
currently rely, and for the foreseeable future will continue to rely, solely on USMC, a company controlled by our Chief Executive Officer
and a director, for our mining services under a mining services agreement. There can be no assurance that mining services provided by
USMC will continue to be available to us or available to us on favorable terms after the end of the service agreement's term. If
we are unable to extend the mining service agreement or find another mining service provider our business operations may be interrupted.

 If
we lose key employees and consultants or are unable to attract or retain qualified personnel, our business could suffer.

 Our
future success depends, in part, on our ability to attract, retain and motivate highly qualified technical, marketing, engineering, and
management personnel. Any inability in hiring and retaining qualified personnel could result in delays in development or fulfillment
of any current strategic and operational plans.

 Our
officers and directors are able to control our company and may have different interest than our stockholders.

 Our
officers and directors and their affiliates own approximately 74% of the common stock of our company, not including shares that they may have the rights to acquire pursuant to options or other derivative securities. As a result, they have significant
influence over our management and affairs and control over matters requiring stockholder approval, including the election of directors
and significant corporate transactions, such as a merger or other sale of our company or our assets. Their interests may differ from
the interests of other stockholders and thus result in corporate decisions that are disadvantageous to other stockholders. This concentration
of ownership and influence in management and board decision-making could also harm the price of our capital stock by, among other things,
discouraging a potential acquirer from seeking to acquire shares of our capital stock (whether by making a tender offer or otherwise)
or otherwise attempting to obtain control of our company.

 Raising
funds through debt or equity financings in the future, would dilute the ownership of our existing stockholders and possibly subordinate
certain of their rights to the rights of new investors or creditors.

 We
currently hope to raise additional funds in debt or equity financings if available to us on terms we believe reasonable to provide for
working capital, mining development and production programs, expansion of our marketing efforts or to make acquisitions. Any sales of
additional equity or convertible debt securities would result in dilution of the equity interests of our existing stockholders, which
could be substantial. Additionally, if we issue shares of preferred stock or convertible debt to raise funds, the holders of those securities
might be entitled to various preferential rights over the holders of our common stock and such debt instruments may contain negative
covenants restricting corporate actions which could have an adverse effect on the rights and the value of our common stock and our operations.

 We
currently face larger, better financed and established competition and could face additional competitors in the future which could result
in pricing pressures and inability to expand market share.

 At
the present time we are aware of other companies providing similar agricultural and natural resources as ours. In addition, other entities
not currently offering the minerals or product uses similar to ours may enter the industrial and agricultural markets. Our natural resources
and products will also have to compete with established companies providing minerals (such as fly ash for use in making cement) which
are already in commercial and agricultural use. Any such competitors would likely have greater financial, mining production, production
facilities, marketing and sales resources than us. Increased competition may result in pricing pressures and the inability to increase
market share, which may have an adverse effect on our business, operating results and financial condition.

 At
present, our sales are concentrated within a few customers and the loss of any one customer could result in decreased revenue,
increased losses and significant cash flow problems.

 Our
sales are presently concentrated within a few customers. If any of these customers choose to no longer be a customer, in particular,
the customers that provide the most significant percentage of revenue, for any reason, and these customers are not replaced, we will
sustain additional losses as our fixed cost base will be left uncovered and consume working capital leading to significant cash flow
problems.

 An
increase in the price of natural resources will adversely affect our results of operations.

 Our
business plan is based on current development costs and current prices of the natural resources being developed or purchased by us. However,
the price of minerals can be very volatile and subject to numerous factors beyond our control including industrial and agricultural demand,
inflation, the supply of certain minerals in the market, and the costs of mining, refining and shipping of the minerals. Since we will
be obtaining all of its minerals from third party suppliers, any significant increase in the price of these natural resources will have
a materially adverse effect on the results of our operations unless we are able to offset such a price increase by implementing other
cost cutting measures or passing such increases on to our customers. While we have attempted to secure stable pricing and supply pursuant
to our mining agreement with USMC, there is no assurance that we will not incur future price increases or supply shortages of its raw
materials.

 We
may lose rights to properties if we fail to meet payment requirements or development and/or production schedules.

 The
Company does not own or operate any mining properties. The rights to our mineral resources derive from leaseholds or purchase mining
rights which require the payment of royalties, rent, minimum development expenditures or other installment fees or specified expenditures.
If we fail to make these payments/expenditures when they are due, our mineral rights to the property may be terminated. This would be
true for any other mineral rights which require payments to be made in order to maintain such rights. Some contracts with respect to
mineral rights we may acquire may require development or production schedules. If we are unable to meet any or all of the development
or production schedules, we could lose all or a portion of our interests in such properties. Moreover, we may be required in certain
instances to pay for government permitting or posting reclamation bonds in order to maintain or utilize our mineral rights in such properties.
Because our ability to make some of these payments is likely to depend on our ability to generate internal cash flow or obtain external
financing, we may not have the funds necessary to meet these development/production schedules by the required dates which would result
in our inability to use the properties.

may be unable to implement its business strategy resulting in diminished returns and sustained losses.

 Our
business strategy is to develop and extract or obtain certain minerals which we believe can have significant commercial applications
and value. Our business strategy also includes developing new uses and products derived from these mineral resources, such as the
use of pozzolan as an ingredient for cement or sulfate and Humate for agricultural uses. There is no assurance that we will be able
to identify and/or develop commercially viable uses for the mineral resources we will be mining or obtaining. In addition, even if
we identify and/or develop commercial uses and markets for our minerals, the time and cost of mining or otherwise obtaining,
refining, blending and distributing such minerals may exceed our expectations or, when developed, the amount of minerals available
may fall significantly short of our expectations thus providing a lower return on investment or a loss.

 We
have not yet established sustained and increasing sales from our customer base or distribution system.

 Despite
expanding our established customer base and distribution system for our agricultural products in fiscal 2022, sales decreased in fiscal
2023. We have initiated closer relationships with our Arizona and California distributors in the agricultural sector in an effort to
increase sales. We have a presence in digital space through Linked In and Facebook. To date, we have one long term supply contract for
our minerals and agricultural products with USMC. Our inability to attract additional customers for our agricultural products, to deliver
products in a time and cost-effective manner or develop our SCM business would have an adverse effect on our results of operations and
the growth of our business.

exploration and mining are highly regulated industries requiring significant compliance requirements.

 Mining
is subject to extensive regulation by state and federal regulatory authorities. State and federal statutes regulate environmental quality,
safety, exploration procedures, reclamation, employees' health and safety, use of explosives, air quality standards, pollution
of stream and fresh water sources, noxious odors, noise, dust, and other environmental protection controls as well as the rights of adjoining
property owners. We strive to verify that mining projects in which we own rights, are currently operating or can be operated in substantial
compliance with all known safety and environmental standards and regulations applicable to such mining properties and activities. We
also seek suppliers and service providers, such as USMC, who we believe are operating in substantial compliance with all safety and environmental
standards and regulations applicable to such mining properties and activities. However, there can be no assurance that our compliance
efforts regarding our own properties would not be challenged or that future changes in federal or state laws, regulations or interpretations
thereof will not have a material adverse effect on our ability to establish and sustain mining operations of our own properties or adversely
affect the mining properties of our suppliers or service providers.

 Certain
of our current and proposed products will require certifications before being suitable for intended purposes.

 Some
of our agricultural products and our SCM's will require certain certifications before being suitable for labeling and usage. For
example, our SCM must be certified by the California Department of Transportation to meet certain strength standards to be certified
for use in large government projects. Similarly, our agricultural products must be certified under USDA and CDFA specifications and properly
labeled. While the Company has certified one of its agricultural products under USDA and CDFA specifications and has received Organic
Materials Review Institute certification on its newest product, and is currently working with various laboratories and agencies to acquire
future certifications, there is no assurance that future certifications will be obtained.

 We
incur increased costs as a result of being a public company.

 We
are a public "reporting company" with the Securities and Exchange Commission ("SEC"). As a public reporting company,
we incur significant legal, accounting, reporting and other expenses not generally applicable to a private company. We also incur costs
associated with corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley")
as well as other rules implemented by the SEC. These rules and regulations increase our legal and financial compliance costs and make
some activities more time-consuming and costly.

 Risks
Related to Our Common Stock

 Our
common stock is subject to the "penny stock" rules of the SEC and the trading market in our securities is limited, which
makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

 Rule
15g-9 under the Securities and Exchange Act of 1934, as amended, establishes the definition of a "penny stock," for the purposes
relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00
per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

 that
 a broker or dealer approve a person's account for transactions in penny stocks; and

 the
 broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the
 penny stock to be purchased

 In
order to approve a person's account for transactions in penny stocks, the broker or dealer must:

 obtain
 financial information and investment experience objectives of the person; and

 make
 a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge
 and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

 The
broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to
the penny stock market, which, in highlight form:

 sets
 forth the basis on which the broker or dealer made the suitability determination; and

 that
 the broker or dealer received a signed, written agreement from the investor prior to the transaction.

 Generally,
brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more
difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

 Our
securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons
other than established customers and "accredited investors" as defined in Rule 501(a) of the Securities Act. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized
risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks
in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value
of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation
information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer
in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in
a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock
is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock
rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities.

 Our
securities are quoted on the OTC Pink Tier, which does not provide us as much liquidity for our investors as an exchange, such as the
NASDAQ Stock Market or other national or regional exchanges.

 Our
securities are quoted on the OTC Pink Tier, which provides significantly less liquidity than the NASDAQ Stock Market or other national
or regional exchanges. Securities quoted on the OTC Pink are usually thinly traded, highly volatile, have fewer market makers and are
not followed by analysts. The SEC's order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted
on the OTC Pink Tier. Quotes for stocks included on the OTC Pink markets are not widely publicized. Therefore, prices for securities
traded solely on the OTC Pink may be more difficult to obtain and holders of our securities may be unable to resell their securities
in a timely manner or at stable prices, or at any price. We cannot assure you a liquid public trading market in our common stock will
develop.

 The
market price of our common stock may be adversely affected by several factors.

 The
market price of our common stock could fluctuate significantly in response to various factors and events, including:

 our
 ability to execute our business plan;

 operating
 results below expectations;

 announcements
 of technological innovations or new products by us or our competitors;

 loss
 of any strategic relationship;

 industry
 developments;

 economic
 and other external factors; and

 period-to-period
 fluctuations in our financial results.

 In
addition, the securities markets have, at times, experienced significant price and volume fluctuations that are unrelated to the operating
performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our common
stock.

 Because
we are a smaller reporting company, we are not subject to compliance with rules requiring the adoption of certain corporate governance
measures, our stockholders have limited protections against interested director transactions, conflicts of interest and similar matters.

 Sarbanes-Oxley,
as well as rule changes proposed and enacted by the SEC, the New York Stock Exchange, the Amex Equities Exchanges and NASDAQ, as a result
of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance
the integrity of corporate management and the securities markets and apply to securities which are listed on those exchanges or the NASDAQ.
Because we will not be seeking to be listed on any of the exchanges in the near term, we are not presently required to comply with many
of the corporate governance provisions. Until we comply with such corporate governance measures, regardless of whether such compliance
is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested
director transactions, conflicts of interest and similar matters and investors may be reluctant to provide us with funds necessary to
expand our operations.

 We
have not paid dividends in the past and do not expect to pay dividends in the foreseeable future. Any return on investment may be limited
to the value of our common stock.

 We
have never paid cash dividends on our capital stock and do not anticipate paying cash dividends on our capital stock in the foreseeable
future. The payment of dividends on our capital stock will depend on our earnings, financial condition and other business and economic
factors affecting us at such time as the board of directors may consider relevant. If we do not pay dividends, our common stock may be
less valuable because a return on any investment in our common stock will only occur if our common stock price appreciates.

 A
sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

 If
our stockholders sell substantial amounts of our common stock in the public market under Rule 144 or upon the exercise of outstanding
convertible debt or equity, it could create a circumstance commonly referred to as an "overhang" and in anticipation of which
the market price of our common stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also
could make more difficult our ability to raise additional financing through the sale of equity or equity-related securities in the future
at a time and price that we deem reasonable or appropriate.

 We
may, in the future, issue additional shares of common stock, which would reduce the percent of ownership held by current stockholders.

 Our
Articles of Incorporation authorizes the issuance of 520,000,000 shares of common stock of which as of February 28, 2024, 239,740,928
shares are issued and outstanding. The future issuance of common stock may result in substantial dilution in the percentage of our common
stock held by our then existing stockholders. We may value any common stock issued in the future on an arbitrary basis. The issuance
of common stock for future services, conversion of debt, equity financing or acquisitions or other corporate actions may have the effect
of diluting the value of the shares held by our investors and may have an adverse effect on any trading market of our common stock.

 Compliance
with changing regulations concerning corporate governance and public disclosure may result in additional expenses.

 In
recent years, there have been several changes in laws, rules, regulations, and standards relating to corporate governance and public
disclosure, including the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), Sarbanes-Oxley
and various other new regulations promulgated by the SEC and rules promulgated by the national securities exchanges. The Dodd-Frank Act,
enacted in July 2010, expands federal regulation of corporate governance matters and imposes requirements on publicly-held companies,
including us, to, among other things, provide stockholders with a periodic advisory vote on executive compensation and also adds compensation
committee reforms and enhanced pay-for-performance disclosures. Sarbanes-Oxley specifically requires, among other things, that we maintain
effective internal control over financial reporting and disclosure of controls and procedures. Compliance may result in higher costs
necessitated by required disclosure and governance practices. Our efforts to comply with evolving laws, regulations and standards are
likely to continue to result in increased general and administrative expenses and professional services expenses, and a diversion of
management time and attention from revenue-generating activities to compliance activities.

 Compliance
with new rules may make it more difficult to attract and retain directors.

 Compliance
with new and existing laws, rules, regulations and standards may make it more difficult and expensive for us to maintain director and
officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage.
Members of our board of directors and our principal executive officer and principal financial officer could face an increased risk of
personal liability in connection with the performance of their duties. As a result, we may have difficulty attracting and retaining qualified
directors and executive officers, which could harm our business. We continually evaluate and monitor regulatory developments and cannot
estimate the timing or magnitude of additional costs we may incur as a result.

 We
have reported material weaknesses in internal controls in the past.

 We
have reported material weaknesses in internal controls over financial reporting as of November 30, 2023, and we cannot provide any assurances
that additional material weaknesses will not be identified in the future or that we can effectively remediate our reported weaknesses.
If our internal controls over financial reporting or disclosure controls and procedures are not effective, there may be errors in our
financial statements that could require a restatement, or our filings may not be timely, and investors may lose confidence in our reported
financial information.

 Section
404 of Sarbanes-Oxley requires us to evaluate the effectiveness of our internal control over financial reporting every quarter and as
of the end of each year, and to include a management report assessing the effectiveness of our internal controls over financial reporting
in each Annual Report on Form 10-K. Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect
that our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed
and operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Furthermore,
the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered
relative to their costs. Controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or
by management override of the controls. Over time, controls may become inadequate because changes in the conditions or deterioration
in the degree of compliance with policies or procedures may occur. Because of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be detected.

 As
a result, we cannot assure you that additional significant deficiencies or material weaknesses in our internal control over financial
reporting will not be identified in the future or that we can effectively remediate our reported weaknesses. Any failure to maintain
or implement required new or improved controls, or any difficulties we may encounter in their implementation, could result in significant
deficiencies or material weaknesses, cause us to fail to timely meet our periodic reporting obligations, or result in material misstatements
in our consolidated financial statements. Any such failure could also adversely affect the results of periodic management evaluations
regarding disclosure controls and the effectiveness of our internal control over financial reporting required under Section 404 of Sarbanes-Oxley
and the rules promulgated thereunder. The existence of material weaknesses could result in errors in our consolidated financial statements
and subsequent restatements of our consolidated financial statements, cause us to fail to timely meet our reporting obligations and cause
investors to lose confidence in our reported financial information.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM
1C. CYBERSECURITY

 Not
applicable.

 ITEM
2. PROPERTIES

 Office
Facilities

 We
leased our 1,000 square feet of office space, located in Ione, California from USMC for $1,500 per month through October 2022. Effective
November 1, 2022 the lease was amended to extend the term through October 2024, and to add an additional 700 square feet, for $3,500
per month, with automatic one month renewals. A. Scott Dockter, our President and Chief Executive Officer, and John Bremer, a director,
each own 33% of USMC.

Properties and Interests

 Company
Right to Acquire Properties

 Snow
White Mine in San Bernardino County, CA

 On
November 28, 2014 US Mining and Minerals Corporation entered into a purchase agreement in which it agreed to sell its fee simple property
interest and certain mining claims to USMC. In contemplation of the Company's Reorganization, on December 23, 2014, USMC, assigned
its rights and obligations under the purchase agreement to the Company pursuant to an assignment of purchase agreement. The purchase
agreement provides for the sale of approximately 280 acres of mining property containing 5 placer mining claims known as the Snow White
Mine located near Barstow, California in San Bernardino County. The property is covered by a Conditional Use Permit allowing for the
mining of the property and a Plan of Operation and Reclamation Plan has been approved by San Bernardino County and the BLM. An initial
deposit of $50,000 was paid to escrow, and the purchase agreement required the payment of an additional $600,000 at the end of the escrow
period. There was a delay in the original seller, Joseph Richard Matthewson, receiving a clear title to the property and a fully permitted
project, both of which were conditions to closing. In light of the foregoing, and the payment of an additional $25,000, the parties agreed
to extend the closing. Due to delays in the Company securing the necessary funding to close the purchase of the Snow White Mine property,
John Bremer, a shareholder and a director of the Company, paid $575,000 to acquire the property on or about October 15, 2015. Mr. Bremer
will transfer title to the Company when the Company pays Mr. Bremer $575,000 plus expenses, however, the Company is under no obligation
to do so. The mining claims require a minimum royalty payment of $3,500 per year to be made by the Company in order to maintain its purchase
rights.

 During
the year ended November 30, 2017, USMC, agreed to offset the $75,000 deposit against money owed to USMC. As a result, the purchase price
is $650,000 plus expenses. Mr. Bremer has not restricted the Company from continuing its exploration on or access to the Snow White Mine
property.

 The
Snow White Mine property is located 17 miles north of Hinkley, California in San Bernardino County. This 280 acre combination of owned
property (80 acres) and Non-Patented Placer Claims (200 acres) includes 8.33 acres which are conditionally permitted and ready for further
development. The project entry is made on Hinkley Road which is a four mile paved county-maintained road which converts to an existing
unpaved road for the remaining 13 miles to the mine site.

 The
fee property comes with clear title to surface and mineral rights. The claims are situated on federal BLM land. These claims are held
with annual maintenance payments to the BLM and annual filings of intent to hold and affidavit assessment work. There is no expiration
date on ownership of the leases as long as the annual payments are made and the annual filings are completed. They are both current.
There is no equipment present at the claims location. No improvements have been made at the claims location. Power when needed, is from
portable generators. Processing equipment when onsite is self-powered.

 On
September 5, 2019, our Board approved the discontinuance of all mining and related activities at the Snow White Mine project.

 On
April 1, 2020, the Company entered into a purchase and sale agreement with the Bremer Family 1995 Living Trust, a trust controlled by
John Bremer, a director of the Company, pursuant to which the Company agreed to purchase the Snow White Mine for $836,000 plus 5% interest
payable at the closing which must occur at any time before April 1, 2022. On April 14, 2022, the agreement was amended to extend the
closing date to April 14, 2023. On April 7, 2023, the agreement was further amended to extend the closing date to April 1, 2024.

 PureBase
Ag Properties

 Federal
Mineral Preference Rights Lease in Esmeralda County, Nevada

 On
October 6, 2014, PureBase Ag entered into an Assignment of Lease from USMC pursuant to which PureBase Ag acquired the rights to a Preference
Rights Lease granted by the BLM covering approximately 2,500 acres located on the western side of the Weepah Hills in the Mount Diablo
Meridian area of Esmeralda County, Nevada (the "Esmeralda Project"). As consideration for the Assignment of Lease, PureBase
Ag assumed the obligation to pay all future annual lease payments, currently $7,503 and all other ongoing fees and expenses relating
to the development of the Esmeralda Project.

 Esmeralda
Project's leased property contains mining property known as the "Chimney 1 Potassium/Sulfur Deposit" which consists
of 15.5 acres of land fully permitted for mining operation which is situated within 2,500 acres under a Federal Mineral Preference Rights
Lease. The project has an approved Reclamation Plan – Nevada Division of Environmental Protection Permit #0192 – and an approved
Plan of Operations, BLM Case Number N65-99-001P. There is a reclamation bond in place in the amount of $47,310. The BLM is the bond
holder.

 The
current operation is an open pit mine site which is fully permitted and partially developed. The total allowed disturbed acreage for
the existing and approved reclamation plan is 14.45 acres. The site entrance is located approximately 10 miles south of Highway 95/6
on Highway 265 on the east side of the Highway. The mine site location is 3.4 miles of unpaved road from the Highway. The existing site
equipment consists of a 40' storage container, an 8,000 gallon water tank and portable single axle truck scale. Pit development
began in 2013 by USMC and rectified drawings have been recorded to the existing site disturbance. Power when needed, is from portable
generators. Processing equipment when onsite is self-powered.

 We
believe that the property is known to contain large amounts of altered volcanic tuff composed of Alunite, K-Alum, Jarosite, Gypsum, Native
Sulfur and K-feldspar. The geology of the area around the mine site includes deposits of potassium and sulfur described as being in an
elongated dike like or neck like mass of rhyolite having the appearance of being intrusive into gently folded white and red sedimentary
rhyolitic tuffs of Tertiary age. Sulfur occurs in this area as irregular seams and blebs in altered Tertiary sedimentary rocks and welded
tuffs (Albers and Stewart 1972). The area has been mapped as Tertiary Esperanza Formation. Much of the area is covered with quaternary
alluvium partially obscuring the relationships of the underlying rocks. It appears that these fumarolic deposits are related to plutonic
outcrops in the area, specifically the Weepah Hills Pluton.

 ITEM
3. LEGAL PROCEEDINGS

 Except
as described below, there are no material pending legal proceedings in which we or any of our subsidiaries is a party or in which any
director, officer or affiliate of ours, any owner of record or beneficially of more than 5% of any class of our voting securities, or
security holder is a party adverse to us or has a material interest adverse to us.

 On
July 8, 2020, former Chief Financial Officer, Al Calvanico ("Calvanico"), filed a demand for arbitration alleging
retaliation, wrongful termination, and demand for a minimum of $600,000 in alleged stock value, plus interest, recovery of past and
future wages, attorneys' fees, and punitive damages (collectively, the "Calvanico Claims"). The Company denied all
Calvanico Claims. The Company believes Calvanico is owed nothing because it takes the position that Calvanico was not terminated,
but rather, his employment contract expired on September 21, 2019, in accordance with its terms, and was not renewed by Company and
because Calvanico never exercised his stock options. On February 14, 2020, the Company requested in writing that Calvanico exercise
his stock options within 30 days. Calvanico failed to do so. To date, Calvanico has not exercised his stock options. The Company and
Calvanico engaged in binding arbitration which concluded on February 3, 2023. On June 20, 2023, the arbitrator decided in favor of
the Company with respect to Calvanico's breach of contract, fraud and negligent representation and wrongful discharge claims
and in favor of Calvanico for asserted attorney fee claims in accordance with Calvanico's employment agreement with the
Company. At a July 18, 2023 teleconference regarding a determination of attorney fees to be paid, the arbitrator established a
briefing schedule for the parties to formally present their legal arguments on the issue. Calvanico's brief in support of
attorney fees was due and timely filed on August 15, 2023. The Company's brief in opposition was due and timely filed on
September 19, 2023. Calvanico's reply brief was filed on October 4, 2023. On February 6, 2024, the Company agreed to pay
$618,000 to be paid in six equal monthly payments of $103,000 each with the first payment on February 8, 2024.

 ITEM
4. MINE SAFETY DISCLOSURES

 The
exploration and development of mining projects is subject to regulation by the Federal Mine Safety and Health Administration ("MSHA")
under the Federal Mine Safety and Health Act of 1977 (the "Mine Act"). MSHA's activities include the inspection of
mining operations on a regular basis and the issuance of various citations and orders when it believes a violation has occurred under
the Mine Act. Following passage of the Mine Improvement and New Emergency Response Act of 2006, MSHA has significantly increased its
inspection and enforcement programs.

 The
Company and its mining service provider, USMC, as natural resource mining operators, are required to report certain mine safety violations
or other regulatory matters as mandated by Section 1503(a) of the Dodd-Frank Act and Item 104 of Regulation S-K. Currently, the Company
does not engage in any mining activities and all mining properties are inactive. There are currently no such violations or regulatory
matters to report.

 Since
the Company has only conducted limited mining operations, only the Chimney 1 sulfate mineral project is MSHA approved for operation.
The Company's remaining mining projects have not been inspected by MSHA. The Company or its project operators have not received
any citations or orders pertaining to any violation of the Mine Act or any other federal or state regulation relating to its mining activities
during the year ended November 30, 2023.

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market
Information

 Our
common stock is quoted on the OTC Pink Tier under the symbol "PUBC." On February 27, 2024, the closing price of our common
stock reported by the OTC Pink Tier was $0.07 per share.

 Holders
of Common Stock

 As
of February 27, 2024, there were 99 shareholders of record of our common stock.

 Dividends

 We
have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, for working
capital purposes and do not anticipate paying any cash dividends in the foreseeable future.

 Securities
Authorized for Issuance Under Equity Compensation Plans

 The
following table provides information regarding our equity compensation plans as of November 30, 2023:

 Equity
Compensation Plan Information

 Plan category

 Number
 of
 securities to
 be issued
 upon
 exercise of
 outstanding
 options,
 warrants
 and rights

 Weighted-average
 Exercise
 price of
 outstanding
 options,
 warrants
 and rights

 Number
 of
 securities
 remaining
 available
 for future
 issuance
 under equity
 compensation
 plans

 Equity compensation plans approved by security holders (1)

 4,268,787

 $
 0.12

 5,731,213

 Equity compensation plans not approved by security holders (2)

 125,169,400

 $
 0.53

 -

 (1)

 options to purchase (i) 50,000 shares of common stock granted to a consultant for services provided under the 2017 Stock Option Plan
 and (ii) options to purchase 4,218,787 shares of common stock granted to employees and directors under the 2017 Stock Option
 Plan

 (2)

 options to purchase (i) 300,000 shares of common stock granted to our former Chief Financial Officer for services provided to the
 Company prior to implementation of the 2017 Stock Option Plan, (ii) 200,000 shares of common stock granted to a former employee for
 services provided to the Company prior to implementation of the 2017 Stock Option Plan, (iii) 116,000,000 shares of common stock
 issued to USMC as compensation under the Materials Extraction Agreement, and (iv) 8,669,400 shares of common stock issued to James
 Todd Gauer as part of a legal settlement.

 2017
Stock Option Plan

 The
Board of Directors approved the Company's 2017 Stock Option Plan (the "2017 Plan") on November 10, 2017, and the Company's
stockholders approved the 2017 Plan on November 10, 2017. The 2017 Plan provides for stock-based and other awards to the Company's
employees, consultants and directors.

 The
maximum number of shares of our common stock that may be issued under the 2017 Plan is 10,000,000 shares, which may be replenished and
will automatically increase on January 1 st of each year for a period of nine years commencing on January 1, 2018, and ending
on (and including) January 1, 2026, in an amount equal to the greater of (i) 10% of the total number of shares of common stock issued
and outstanding on the last day of the immediately preceding fiscal year, or (ii) 10,000,000 shares. As of the date of this Report, 5,731,213
shares of the Company's common stock are available for issuance under the 2017 Plan.

subject to stock awards granted under the 2017 Plan that expire or terminate without being exercised in full, or that are paid out in
cash rather than in shares, do not reduce the number of shares available for issuance under the 2017 Plan.

 The
maximum number of shares of common stock that may be subject to awards granted under the 2017 Plan to any one individual during any calendar
year may not exceed 1% of the total number of shares of common stock issued and outstanding as of the award grant date (as adjusted from
time to time in accordance with the provisions of the 2017 Plan).

 Plan
Administration. Our Board of Directors, or a duly authorized committee of our Board of Directors, will administer the 2017 Plan.
Our Board of Directors may also delegate to one or more of our officers the authority to designate employees (other than officers) to
receive specified stock awards and determine the number of shares subject to such stock awards. Under the 2017 Plan, the Board has the
authority to determine and amend the terms of awards and underlying agreements, including:

 whether
 each option granted will be an incentive stock option or a non-statutory stock option;

 the
 fair market value of the common stock;

 recipients;

 whether
 and to what extent 2017 Plan awards are granted;

 the
 exercise and purchase price of stock awards, if any;

 the
 number of shares subject to each stock award;

 the
 form of agreement(s) used under the 2017 Plan;

 the
 vesting schedule applicable to the awards, together with any vesting acceleration, pro rata adjustments to vesting;

 any
 waiver of forfeiture restrictions; and

 the
 form of consideration, if any, payable on exercise or settlement of the award.

 Under
the 2017 Plan, the Board also generally has the authority to effect, with the consent of any adversely affected participant:

 the
 reduction of the exercise, purchase, or strike price of any outstanding award;

 the
 cancellation of any outstanding award and the grant in substitution therefore of other awards, cash, or other consideration; or

 any
 other action that is treated as a repricing under generally accepted accounting principle.

 Stock
Options. Incentive stock options may only be granted to employees and non-statutory stock options may be granted to employees and
consultants under stock option agreements subject to the terms of the 2017 Plan, provided that the exercise price of a stock option generally
cannot be less than 100% of the fair market value (110% of the fair market value to an employee who is also a 10% stockholder) of our
common stock on the date of grant. Options granted under the 2017 Plan vest at the rate specified in the stock option agreement. The
term of an option shall be no more than ten years from the date of grant and, in the case of an incentive stock option granted to a person
who at the time of such grant is a 10% stockholder, the term shall be no more than five years from the date of grant.

 Termination.
 An optionee shall have 30 days to exercise an option, to the extent vested upon termination for service, unless such termination
is for cause in which case such option shall terminate immediately. An option to the extent vested shall terminate 6 months after termination
for disability and 12 months after death of the optionee that occurs within 30 days of termination of service.

 Stock
Purchase Right. Restricted stock awards may also be granted under the 2017 Plan and are granted under restricted stock purchase agreements.
If a participant's service relationship with us ends for any reason, we may receive any or all of the shares of common stock held
by the participant that have not vested as of the date the participant terminates service with us through a forfeiture condition or a
repurchase right.

 Changes
to Capital Structure. Subject to any action required under applicable laws by the stockholders of the Company, the number of shares
of common stock covered by each outstanding award, and the number of shares of common stock that have been authorized for issuance under
the 2017 Plan but as to which no awards have yet been granted or that have been returned to the 2017 Plan upon cancellation or expiration
of an award, as well as the price per share of common stock covered by each such outstanding award, shall be proportionately adjusted
for any increase or decrease in the number of issued shares of common stock resulting from a stock split, reverse stock split, stock
dividend, combination, recapitalization or reclassification of the common stock, or any other increase or decrease in the number of issued
shares of common stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible
securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall
be made by the administrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided
herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of common stock subject to an
award.

 Corporate
Transactions. Our 2017 Plan provides that in the event of certain specified significant corporate transactions, including: (1) a
sale of all or substantially all of our assets, (2) the consummation of a merger, consolidation or other capital reorganization, or business
combination transaction where we do not survive the transaction each outstanding option or stock purchase right shall be assumed or an
equivalent option or right shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation
(the "Successor Corporation"), unless the Successor Corporation does not agree to assume the award or to substitute an equivalent
option or right, in which case the vesting of each option or stock purchase right shall fully and immediately accelerate or the repurchase
rights of the Company shall fully and immediately terminate, as the case may be, immediately prior to the consummation of the transaction.

 For
purposes of a corporate transaction, an option or a stock purchase right shall be considered assumed, without limitation, if, at the
time of issuance of the stock or other consideration upon a corporate transaction or a change of control, as the case may be, each holder
of an option or stock purchase right would be entitled to receive upon exercise of the award the same number and kind of shares of stock
or the same amount of property, cash or securities as such holder would have been entitled to receive upon the occurrence of the transaction
if the holder had been, immediately prior to such transaction, the holder of the number of shares of common stock covered by the award
at such time (after giving effect to any adjustments in the number of shares covered by the option or stock purchase right as provided
for); provided that if such consideration received in the transaction is not solely common stock of the Successor Corporation, the Administrator
may, with the consent of the Successor Corporation, provide for the consideration to be received upon exercise of the award to be solely
common stock of the Successor Corporation equal to the fair market value of the per share consideration received by holders of common
stock in the transaction.

 Transferability.
A participant may not transfer stock awards under our 2017 Plan other than by will, the laws of descent and distribution, or as otherwise
provided under our 2017 Plan.

 Term.
 The term of the 2017 Plan is 10 years.

 Plan
Amendment or Termination. Our Board of Directors has the authority to amend, alter, suspend, or terminate our 2017 Plan, provided
that such action does not materially impair the existing rights of any participant without such participant's written consent.
Certain material amendments also require the approval of our stockholders. No incentive stock options may be granted after the tenth
anniversary of the date our Board of Directors adopted our 2017 Plan.

 Recent
Sales of Unregistered Securities

 Except
as set forth below, there were no sales of equity securities during the period covered by this Report that were not registered under
the Securities Act and were not previously reported in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K filed by the Company.

 On
April 8, 2023, the Company granted an immediately exercisable five-year options to purchase 350,000 shares of common stock with an exercise
price of $0.10 per share to a director.

 On
August 10, 2023, the Company granted an immediately exercisable five-year options to purchase 200,000 shares of common stock with an
exercise price of $0.15 per share to a director.

 On
September 13, 2023, the Company granted an immediately exercisable five-year options to purchase 200,000 shares of common stock with
an exercise price of $0.15 per share to a director.

 On
January 31, 2024, the Company issued an aggregate of 8,877,923 shares of common stock upon the conversion of five promissory notes
by USMC for an aggregate principal amount of $1,525,676 and aggregate interest of $87,211.

 The
above issuances did not involve any underwriters, underwriting discounts or commissions, or any public offering and we believe are exempt
from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof.

 ITEM
6. [RESERVED]

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 Our
Management's Discussion and Analysis contains forward-looking statements relating to future events or our future financial performance.
In some cases, you can identify forward-looking statements by terminology such as "may", "should", "intends",
"expects", "plans", "anticipates", "believes", "estimates", "predicts",
"potential", or "continue" or the negative of these terms or other comparable terminology. These statements are
only predictions and involve known and unknown risks, uncertainties and other factors which may cause our or our industry's actual
results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed
or implied by these forward-looking statements.

 Although
we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels
of activity or performance. You should not place undue reliance on these statements, which speak only as of the date of this Annual Report.
These cautionary statements should be considered with any written or oral forward-looking statements that we may issue in the future.
You should read this Annual Report on Form 10-K with the understanding that our actual future results may be materially different from
what we expect. All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update
such statements to reflect events that occur or circumstances that exist after the date on which they are made, except as required by
applicable law.

 Management's
discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements which
have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP").
The following discussion and analysis of financial condition and results of operations of the Company is based upon, and should be read
in conjunction with, the audited consolidated financial statements and related notes elsewhere in this Annual Report on Form 10-K.

 Business

 We
are an industrial mineral and natural resource company that provides solutions to the agriculture and construction materials markets
in the United States, through our two subsidiaries, Purebase AG, and Purebase AM, respectively. The Company has not yet commenced mining
operations and relies on USMC for its mineral resources extracted from mineral sites owned by US Mine LLC.

 We
obtain certain raw clay materials from USMC through a materials extraction agreement with US Mine LLC. US Mine LLC
owns the mining property which USMC leases. USMC pays US Mine LLC a royalty, for which the Company reimburses USMC.

 Agricultural

 We
develop specialized fertilizers, sun protectants, soil amendments and bio-stimulants for organic and non-organic sustainable agriculture.
We have developed and will seek to develop additional products derived from mineralized materials of leonardite, kaolin clay, laterite,
and other natural minerals. These mineral and soil amendments are used to protect crops, plants and fruits from the sun and winter damage,
to provide nutrients to plants, and to improve dormancy and soil ecology to help farmers increase the yields of their harvests. We are
building a brand family under the parent trade name "Purebase," consisting of its Purebase Shade Advantage WP product, a
kaolin-clay based sun protectant for crops and Humic Advantage a humic acid product derived from leonardite.

 Construction

 We
are developing and testing a kaolin-based product that it believes will help create a lower CO2-emitting concrete through the use of
high-quality supplementary cementitious materials ("SCMs"). We are developing SCMs for the construction material markets,
particularly the cement markets that we believe can potentially replace up to 40% of cement, the most polluting part of concrete. As
government agencies continue to enact stricter requirements for less-polluting forms of concrete, we believe there are significant opportunities
for high-quality SCM products in the construction-materials sector.

 We
utilize the services of USMC for the development and contract mining of industrial mineral and metal projects, exploration drilling,
preparation of feasibility studies, mine modeling, on-site construction, production, site reclamation and product fulfillment. Exploration
services include securing necessary permits, environmental compliance, and reclamation plans. In addition, a substantial portion of the
minerals used by the Company are obtained from properties owned or controlled by USMC. A. Scott Dockter, the Company's Chief Executive
Officer and a director, and John Bremer, a director, are also officers, directors and owners of USMC.

 Results
of Operations

 Comparison
of the Year Ended November 30, 2023 to the Year Ended November 30, 2022

 2023

 2022

 Variance

 Revenue, net

 $
 325,875

 $
 471,608

 $
 (145,733
)

 Cost of goods sold

 96,148

 132,247

 (36,099
)

 Operating income

 229,727

 339,361

 (109,634
)

 Operating Expenses:

 Selling, general and administrative

 1,541,238

 1,261,494

 279,744

 Stock based compensation

 7,391,278

 31,622,179

 (24,230,901
)

 Loss from operations

 (8,702,789
)

 (32,544,312
)

 23,841,523

 Other income

 310,401

 2,007

 308,394

 Other expense

 (618,000
)

 -

 (618,000
)

 Interest expense

 (76,941
)

 (40,120
)

 (36,821
)

 Net Loss

 $
 (9,087,329
)

 $
 (32,582,425
)

 $
 23,495,096

 Revenues

 Revenues
decreased by $145,733, or 31%, for the year ended November 30, 2023, as compared to the year ended November 30, 2022. The decrease is
primarily attributable to two customers purchasing less of the Company's Crop White II product for the year ended November 30,
2023.

 Cost
of Goods Sold

 Cost
of goods sold decreased by $36,099 or 27% for the year ended November 30, 2023, as compared to the year ended November 30, 2022. The
decrease is primarily attributable to the decrease in revenues.

 Selling,
General and Administrative Expenses

 Selling,
general and administrative expenses increased by $279,744, or 22%, for the year ended November 30, 2023, as compared to the year ended
November 30, 2022 due to an increase in professional services of $228,690, general and administrative wages of $29,135, selling and marketing
expenses of $13,769, and other general and administrative expenses of $8,150.

 Stock
Based Compensation

 Stock-based
compensation decreased by $24,230,901, or 77%, for the year ended November 30, 2023, as compared to the year ended November 30, 2022
primarily due to an option to purchase 116,000,000 shares of common stock granted to USMC, on October 6, 2021. USMC stock-based
compensation expense was $29,114,201 for the year ended November 30, 2022 compared to $7,313,350 for the year ended November 30,
2023. USMC stock compensation expense was completed in March 2023. Employee, consultants and directors' stock-based
compensation was $2,507,978 for the year ended November 30, 2022 compared to $77,927 for the year ended November 30,
2023.

 Other
Income (Expenses)

 Other
income increased significantly to $310,401 for the year ended November 30, 2023, as compared to the year ended November 30, 2022, primarily
due to the settlement of a March 29, 2019 claim by Superior Soils of $400,000 for $125,000.

 Other
expense increased by $618,000 for the year ended November 30, 2023, as compared to no other expense for the year ended November 30, 2022.
$618,000 was accrued per agreed upon legal fees to be paid by the Company in connection with the Calvanico settlement. See Note 9 to
the financial statements.

 Interest
expense increased $36,821, or 92%, for the year ended November 30, 2023, as compared to the year ended November 30, 2022 primarily as
a result of increased notes payable and line of credit with USMC.

 Liquidity
and Capital Resources

 As
of November 30, 2023, we had cash on hand of $5,572 and a working capital deficiency of $1,493,349, as compared to cash on hand of $19,055
and a working capital deficiency of $620,290 as of November 30, 2022. The increase in working capital deficiency is primarily a result
of the increase in accounts payable and accrued expenses and the addition of a line of credit with USMC, offset by the resolution of
a settlement liability.

 The
Company's operating activities consume the majority of its cash resources. The Company anticipates that it will continue to incur
operating losses as it executes its development plans for 2024, as well as other potential strategic and business development initiatives.
In addition, the Company has had and expects to have negative cash flows from operations, at least into the near future. The Company
has previously funded, and plans to continue funding, these losses with cash advances from USMC and the sale of equity and convertible
notes. The accompanying consolidated financial statements do not include any adjustments that might be necessary should the Company be
unable to continue as a going concern.

 Although
no assurances can be given as to the Company's ability to deliver on its revenue plans or that unforeseen expenses may arise,
management currently believes that the revenue to be generated from operations together with equity and debt financing, including
funding from USMC in the form of notes payable and a line of credit, will provide the necessary funding for the Company to continue
as a going concern for the next twelve months. For the year ended November 30, 2023, the Company received $914,788 from USMC in the
form of three notes payable (see Note 12, Tranches #9, #10, #11). Tranche #9 was for $308,320, bears interest at 5% per annum, and
amounts due may be converted into shares of the Company's common stock at any time at the option of the note holder at a
conversion price of $0.39 per share. Tranche #10 was for $412,533, bears interest at 8% per annum, and amounts due may be converted
into shares of the Company's common stock at any time at the option of the note holder at a conversion price of $0.10 per
share. Tranche #11 was for $193,935, bears interest at 8% per annum, and amounts due may be converted into shares of the
Company's common stock at any time at the option of the note holder at a conversion price of $0.10 per share. On January 31,
2024, the three promissory notes above from the year ended November 30, 2023 and two promissory notes (Tranche #7 for $470,862 and
Tranche #8 for $140,027) from the year ended November 30, 2022 and accrued interest were converted into a total of 8,877,923 common
stock that were issued to USMC.

 On
July 10, 2023, the Company entered into a line of credit agreement with USMC that provides for the issuance of up to an aggregate of
$1,000,000 of advances from USMC under an unsecured convertible grid promissory note ("Grid Note" until July 10, 2024 (see
Note 12). The note bears interest at 8% per annum and any outstanding principal and accrued interest under the note is convertible into
shares of the Company's common stock at a conversion price of $0.10 per share on the maturity date. Any amount of principal not
paid when due will bear interest at a default rate of 13% per annum. The Company may prepay the principal amount of the Grid Note together
with any accrued and unpaid interest thereon, at any time without penalty. On the Maturity Date, USMC may in its sole discretion, chose
to convert all or part of the outstanding principal amount of the Grid Note, together with accrued and unpaid interest due thereon, into
shares of the Company's common stock. The conversion price and number of shares of the Company's common stock issuable upon
conversion are subject to adjustment from time to time for any subdivision or consolidation of the Company's shares and standard
dilutive events. Upon the Company's voluntary or involuntary bankruptcy, the full principal amount of the Grid Note, together with
any other amounts owing in respect thereof, will automatically become immediately due and payable. Upon the occurrence of any other events
of default, as specified in the Grid Note, the full principal amount of the Grid Note, together with any other amounts owing in respect
thereof, may become immediately due and payable at USMC's election. As of the date hereof, there have been $919,135 in advances
from USMC under the July 10, 2023 line of credit agreement.

 Currently
there are no other arrangements or agreements for financing, and management cannot guarantee any other potential debt or equity
financing will be available, or if available, on favorable terms. As such, these matters raise substantial doubt by our independent
registered public accounting firm about the Company's ability to continue as a going concern for the twelve months from the
issue date of this report. If adequate funds are not available on acceptable terms, or at all, the Company will need to curtail
operations, or cease operations completely.

 Going
Concern

 The
consolidated financial statements contained in this Annual Report on Form 10-K have been prepared assuming that the Company will continue
as a going concern. The Company has accumulated losses from inception through November 30, 2023 of $62,730,978, as well as negative cash
flows from operating activities and a working capital deficiency. During the year ended November 30, 2023, the Company received net cash
proceeds of $1,261,523 from USMC from three notes payable issued and the line of credit. The Company does not have sufficient cash to
meet its obligations in the twelve months following the date of this Annual Report if it does not generate additional revenue and continue
to obtain additional financing from USMC. These factors raise substantial doubt about the Company's ability to continue as a going
concern. Management is in the process of evaluating various financing alternatives in order to finance the capital requirements of the
Company. There can be no assurance that the Company will be successful with its fund-raising initiatives.

 Working
Capital Deficiency

 2023

 2022

 Current assets

 $
 21,006

 $
 23,786

 Current liabilities

 1,514,355

 644,076

 Working capital deficiency

 $
 (1,493,349
)

 $
 (620,290
)

 The
increase in current liabilities is primarily a result of the increase in accounts payable and accrued expenses and the addition of a
line of credit with USMC, offset by the resolution of a settlement liability.

 Cash
Flows

 Year Ended

 2023

 2022

 Net cash used in operating activities

 $
 (1,124,290
)

 $
 (838,254
)

 Net cash used in investing activities

 (130,716
)

 -

 Net cash provided by financing activities

 1,241,523

 725,000

 Decrease in cash

 $
 (13,483
)

 $
 (113,254
)

 Operating
Activities

 Net
cash used in operating activities was $1,124,290 for the year ended November 30, 2023 and was due to the net loss of $9,087,329 which
was offset by non-cash expenses of $7,100,797 and net changes in operating assets and liabilities of $862,242.

 Net
cash used in operating activities was $838,254 for the year ended November 30, 2022 and was due to the net loss of $32,582,425 which
was offset by non-cash expenses of $31,663,214 and net changes in operating assets and liabilities of $80,957.

 Investing
Activities

 Net
cash used in investing activities was $130,716 for the year ended November 30, 2023 and was due to the purchase of property and equipment.

 There
were no investing activities for the year ended November 30, 2022.

 Financing
Activities

 For
the year ended November 30, 2023, net cash provided by financing activities was $1,241,523, of which $914,788 was advances from USMC
through notes payable and $346,735 was a line of credit with USMC, which were offset by $20,000 in payments to A. Scott Dockter in connection
with an outstanding note payable.

 For
the year ended November 30, 2022, net cash provided by financing activities was $725,000, of which $755,000 was advances from USMC which
was offset by $30,000 in payments to A. Scott Dockter in connection with an outstanding note payable.

 Off-Balance
Sheet Arrangements

 We
have no off-balance sheet arrangements.

 Effects
of Inflation

 Inflationary
factors such as increases in the costs to purchase products, acquire mineral rights and overhead costs may adversely affect our operating
results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date,
a continued high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin
and selling, general and administrative expenses as a percentage of revenues if the selling prices of our services do not increase with
these increased costs.

 Critical
Accounting Policies and Estimates

 Our
significant accounting policies are more fully described in Note 3 to our consolidated financial statements included in this Annual Report
for the fiscal year ended November 30, 2023. We believe that the accounting policies below are critical to fully understand and evaluate
our financial condition and results of operations.

 Fair
Value Measurement

 As
defined in ASC 820, "Fair Value Measurements and Disclosures," fair value is the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The
Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions
about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated,
or generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy
gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and
the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent
measurement.

 Level
 1:

 Quoted
 prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in
 which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing
 basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed
 equities.

 Level
 2:

 Pricing
 inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as
 of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies.
 These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities,
 time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant
 economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument,
 can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.
 Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options
 and collars.

 Level
 3:

 Pricing
 inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally
 developed methodologies that result in management's best estimate of fair value.

 Impairment
of Long-lived Assets

 The
Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such
assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of
the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying
amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair
value is determined based on discounted cash flows or appraised values, depending on the nature of the assets.

 Income
Taxes

 Deferred
tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial
statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss
and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in
tax rates is recognized in operations in the period that includes the enactment date.

 The
Company utilizes ASC 740, "Income Taxes," which requires the recognition of deferred tax assets and liabilities for the expected
future tax consequences of events that have been included in the consolidated financial statements or tax returns. The Company accounts
for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and
the related financial amounts, using currently enacted tax rates. A valuation allowance is recorded when it is "more likely-than-not"
that a deferred tax asset will not be realized.

 For
uncertain tax positions that meet a "more likely than not" threshold, the Company recognizes the benefit of uncertain tax
positions in the consolidated financial statements. The Company's practice is to recognize interest and penalties, if any, related
to uncertain tax positions in income tax expense in the consolidated statements of operations.

Recognition

 The
Company accounts for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. The Company derives revenues
from the sale of its agricultural products. The Company's contracted transaction price is allocated to each distinct performance
obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company's contracts have a single
performance obligation which are not separately identifiable from other promises in the contracts and is, therefore, not distinct. The
Company's performance obligation is satisfied upon the transfer of risk of loss to the customer.

 Exploration
Stage

 In
accordance with GAAP, expenditures relating to the acquisition of mineral rights are initially capitalized as incurred while exploration
and pre-extraction expenditures are expensed as incurred until such time as the Company exits the exploration stage by establishing proven
or probable reserves. Expenditures relating to exploration activities such as drill programs to establish mineralized materials are expensed
as incurred. Expenditures relating to pre-extraction activities are expensed as incurred until such time proven or probable reserves
are established for that project, after which expenditures relating to mine development activities for that particular project are capitalized
as incurred.

Rights

 Acquisition
costs of mineral rights are capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until
such time as the Company exits the exploration stage by establishing proven or probable reserves, as defined by the SEC under Industry
Guide 7, through the completion of a "final" or "bankable" feasibility study. Expenditures relating to exploration
activities are expensed as incurred and expenditures relating to pre-extraction activities are expensed as incurred until such time proven
or probable reserves are established for that project, after which subsequent expenditures relating to development activities for that
particular project are capitalized as incurred.

 Where
proven and probable reserves have been established, the project's capitalized expenditures are depleted over proven and probable
reserves upon commencement of production using the units-of-production method. Where proven and probable reserves have not been established,
such capitalized expenditures are depleted over the estimated production life upon commencement of extraction using the straight-line
method.

 The
carrying values of the mineral rights are assessed for impairment by management on a quarterly basis or when indicators of impairment
exist. Should management determine that these carrying values cannot be recovered, the unrecoverable amounts are written off against
earnings.

 Stock-Based

 The
Company applies the provisions of ASC 718, Compensation—Stock Compensation ("ASC 718"), which requires the measurement
and recognition of compensation expense for all stock-based awards made to employees, including employee stock options, in its statements
of operations.

 For
stock options issued to employees and members of the Company's board of directors for their services, the Company estimates the
grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model
requires management to make assumptions with respect to the expected term of the option, the expected volatility of the Common Stock
consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the Common Stock. For awards
subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation
expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, which is generally
the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time of grant and revised.

 Pursuant
to ASU 2018-07 Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting,
the Company accounts for stock options issued to non-employees for their services in accordance ASC 718. The Company uses valuation methods
and assumptions to value the stock options that are in line with the process for valuing employee stock options noted above.

 Recently
Adopted Accounting Pronouncements

 Any
new and recently adopted accounting pronouncements are more fully described in Note 3 to our consolidated financial statements included
in this Annual Report for the year ended November 30, 2023.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 As
a smaller reporting company, we are not required to provide the information required by this Item.

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 The
information called for by Item 8 is included following the "Index to Financial Statements" on page F-1 contained in this
Annual Report on Form 10-K.

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM
9A. CONTROLS AND PROCEDURES

 Evaluation
of Disclosure Controls and Procedures

 We
maintain disclosure controls and procedures (as that term is defined in Rules 13a-15I and 15d-15(e) under the Securities Exchange Act
of 1934, as amended (the "Exchange Act")) that are designed to ensure that information required to be disclosed in our reports
under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and
forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal
financial officer, as appropriate, to allow timely decisions regarding required disclosures. In designing disclosure controls and procedures,
our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls
and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood
of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future
conditions. Any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance
of achieving the desired control objectives.

 Our
management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness
of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Annual Report. Based
upon that evaluation and subject to the foregoing, our principal executive officer and principal financial officer concluded that, our
disclosure controls and procedures were not effective as of November 30, 2023 due to the material weaknesses in internal control over
financial reporting described below.

 Management's
Annual Report on Internal Control Over Financial Reporting

is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control
over financial reporting is a process designed under the supervision of its principal executive and principal financial officer and effected
by the Company's Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of its consolidated financial statements in accordance with GAAP.

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions or that the degree of compliance with the policies or procedures may deteriorate.

 Material
Weaknesses in Internal Control over Financial Reporting

assessed the effectiveness of the Company's internal control over financial reporting as of November 30, 2023 based on the framework
established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on this assessment, management has determined that the Company's internal control over financial reporting as
of November 30, 2023 was not effective.

 A
material weakness, as defined in the standards established by Sarbanes-Oxley is a deficiency, or a combination of deficiencies, in internal
control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated
financial statements will not be prevented or detected on a timely basis.

 The
ineffectiveness of the Company's internal control over financial reporting was due to the following material weaknesses:

 Inadequate
 segregation of duties consistent with control objectives;

 Lack
 of formal policies and procedures to ensure timely closing of the Company's books and records and that material transactions
 are timely communicated;

 Lack
 of risk assessment procedures on internal controls to detect financial reporting risks on a timely manner; and

 Lack
 of personnel with GAAP experience and sufficient knowledge to oversee its financial reporting function, including a chief financial
 officer.

 Management's
Plan to Remediate the Material Weakness

has been implementing and continues to implement measures designed to ensure that control deficiencies contributing to the material weakness
are remediated, such that these controls are designed, implemented, and operating effectively. The remediation actions include:

 Continuing
 to search for and evaluate qualified independent outside directors;

 Hiring
 a qualified chief financial officer on December 13, 2023;

 Identifying
 gaps in our skills base and the expertise of our staff required to meet the financial reporting requirements of a public company;
 and

 Continuing
 to develop policies and procedures on internal control over financial reporting and monitoring the effectiveness of existing controls
 and procedures.

 We
engaged a third-party financial operations consulting firm to assist with the preparation of SEC reporting through the period ended August
31, 2023.

will continue to monitor and evaluate the effectiveness of our internal controls and procedures over financial reporting on an ongoing
basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

 This
Annual Report does not include an attestation report of the Company's independent registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject to attestation by the Company's independent registered
public accounting firm pursuant to rules of the SEC that exempt smaller reporting companies from this requirement.

 Changes
in Internal Control Over Financial Reporting

 There
have been no changes in our internal control over financial reporting that occurred during our fourth quarter that have materially affected,
or that are reasonably likely to materially affect, our internal control over financial reporting.

 ITEM
9B. OTHER INFORMATION

 None.

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not
applicable.

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Set
forth below are the present directors and executive officers of the Company.

 Name

 Age

 Position

 A.
 Scott Dockter

 Chief
 Executive Officer, President and Director

 Stephen
 Gillings

 Chief
 Financial Officer

 Kimberly
 Kurtis

 John
 Bremer

 Jeffrey
 Guzy

 Brady
Barto

 Our
directors are elected for a term of one year and serve until such director's successor is duly elected and qualified. Each executive
officer serves at the pleasure of the Board.

 A.
Scott Dockter – Chief Executive Officer, President and Director

 A
Scott Dockter has been Chief Executive Officer, President and a director of the Company since September 24, 2014, Chief Financial
Officer from May 24, 2019 to January 21, 2021, and from March 25, 2021 to December 12, 2023, and President and a director of
PureBase AG since January 22, 2014. Mr. Dockter has also served as the chief executive officer and a director of USMC since 2012.
Mr. Dockter was a manager-member of US Agricultural Minerals, LLC ("USAM") from its inception in June 2013 until its
acquisition by PureBase AG on November 24, 2014. Mr. Dockter is a manager-member of US Mine, LLC, a Nevada limited liability
company, which owns a 3,306 acre mining property located in Ione, California. From July 2010 to June 2012, Mr. Dockter served as
Chief Executive Officer, President and Chairman of Steele Resources Corp., a public company and its subsidiary Steele Resources,
Inc. which were involved in the property evaluation and exploration for gold. Over the course of his 30-year career, Mr. Dockter has
been responsible for the development of several large open pit and underground mines in the United States, having worked extensively
in the states of Nevada, California, Idaho, and Montana. Mr. Dockter has a comprehensive involvement in the mining business,
including exploration, permitting, mine development, construction, financing, operations, asset acquisitions, and marketing and
sales, with a wide range of commodities including industrial minerals, gold, silver, copper and other precious metals.

 Mr.
Dockter's significant experience relating to operational management, industry expertise and as Chief Executive Officer of the Company
led to his appointment as a director of our company.

 Stephen
Gillings – Chief Financial Officer

 Stephen
Gillings has been Chief Executive Officer of the Company since December 13, 2023. Mr. Gillings has been a controller/consultant with
Now CFO of Newport Beach, California, a consulting firm, for the past six years. As a consultant, Mr. Gillings assisted various business
clients with the preparation of quarterly financial statements and notes and annual financial statements for year-end audits. Mr. Gillings
also prepared and filed Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K for SEC reporting companies. Prior to joining
Now CFO, Mr. Gillings served for four years as chief financial officer for QuantumSphere, Inc. ("QuantumSphere") of Santa
Ana, California, a manufacturer of nanometals, where his responsibilities included preparing public company SEC filings, developing policies
and procedures and preparing monthly financial reports and analysis. Prior thereto, Mr. Gillings served for seven years as vice president
finance at QuantumSphere. Prior to joining QuantumSphere, Mr. Gillings served as controller for AllDigital of Irvine, California, which
provides digital broadcasting solutions and chief financial officer of I/OMagic of Irvine, California, a distributor of computer peripherals.
Mr. Gillings has a Bachelor of Science in Accounting degree from the University of California, Berkeley and a Master of Business Administration
degree from California State University, Fullerton.

 Dr.
Kimberly Kurtis – Director

 Dr.
Kimberly Kurtis has been a director of the Company since August 10, 2021. Dr. Kurtis has been Associate Dean and a professor in the School
of Civil and Environmental Engineering at Georgia Institute of Technology ("Georgia Tech") since 2014. Dr. Kurtis joined
Georgia Tech's faculty in January 1999. Dr. Kurtis has served as Georgie Tech's ADVANCE Professor from 2012 to 2014, and
she holds a courtesy appointment in the School of Materials Science and Engineering. Dr. Kurtis earned a BSE in Civil Engineering in
1994 from Tulane University under a Dean's Honor Scholarship, and a M.S. in 1995 and PhD in 1998 in Civil Engineering from the
University of California at Berkeley, where Dr. Kurtis was a Henry Hilp Fellow and a National Science Foundation Fellow. Dr. Kurtis's
research on the multi-scale structure and performance of cement-based materials has resulted in more than 200 technical publications
and three U.S. patents.

 Dr.
Kurtis was appointed to the Board because of her expertise in the development of supplementary cementitious materials.

 John
Bremer – Director

 John
Bremer has been a director of the Company since December 24, 2014 and a director of PureBase Ag since February 5, 2015. Mr. Bremer has
served as a director and President of USMC since February 2014. Mr. Bremer was also a manager-member of USAM from its inception in June
2013 until its acquisition by PureBase AG on November 24, 2014. Mr. Bremer is also a manager-member of US Mine, LLC which owns a 3,306
acre mining property located in Ione, California. For the past 21 years Mr. Bremer has been the chief executive officer of GroWest, Inc.
a holding company with subsidiary companies in the heavy equipment rental and property development business in California. Mr. Bremer
started his career teaching college level horticulture and soil science classes, opened and managed large mining operations for Riverside
Cement and California Portland Cement Company and has worked with cement producers including to help design material input methodologies
to reduce nitrogen oxide emissions from calcining cement. Mr. Bremer developed a large organic composting operation in Riverside County,
California which he sold to Synagro Technologies, Inc., currently part of The Carlyle Group. Mr. Bremer has been involved in property
development in Riverside County and Napa Valley in California including permitting processes. Mr. Bremer earned his Bachelor's
degree in Agri-Business from California State Polytechnic University, Pomona, California.

 Mr.
Bremer was appointed to the Board because of his industry experience.

 Jeffrey
Guzy – Director

 Jeffrey
Guzy has been a director since April 8, 2020. Mr. Guzy has served as a director of Leatt Corporation (OTC:LEAT) since May 2007 and Capstone
Companies (OTC:CAPC) since May 2007. Mr. Guzy has served as a director of Brownie's Marine Group Inc. (OTC:BWMG) and Life on Earth,
Inc. (OTC:LFER) since 2019. Mr. Guzy held executive positions at several large international companies, including Loral Space, Sprint
International, Verizon and IBM. Mr. Guzy founded and has served as executive chairman, president and chief executive officer at CoJax
Oil & Gas Corporation (OTC:CJAX) since 2017. Mr. Guzy served as chief executive officer for Central Oil & Gas Corp. of America
from 2013 through 2020. Mr. Guzy founded Facilicom International, Inc., an international telephone company is 1994. Mr. Guzy has also
served as an executive manager of business development to several telecom companies including Bell Atlantic Corp. Mr. Guzy received an
MBA from the Wharton School of Business at the University of Pennsylvania, an MS in Systems Engineering from the University of Pennsylvania,
and a BS in Electrical Engineering from Pennsylvania State University.

 Mr.
Guzy was appointed to the Board because of his business acumen as well as his business development experience.

 Brady
Barto – Director

 Brady
Barto has been a director since September 11, 2023. Mr. Barto has worked for Signal Hill Petroleum, Inc. for the past 18 years and has
been the Exploration Manager for the past 12 years. Prior to becoming the Exploration Manager, Mr. Barto served as the Land Manager and
Manager-Real Estate Projects for Signal Hill Petroleum. Mr. Barto has also served as a Commissioner on the Planning Commission for the
City of Newport Beach, California. Mr. Barto earned a Bachelor of Business Administration degree from Chapman College in 2005.

 Mr.
Barto was appointed to the Board because of his expertise in the financing and development of natural resources.

 Stephen
Gillings Employment Agreement

 The
Company entered into an employment agreement with Mr. Gillings dated December 13, 2023, pursuant to which Mr. Gillings will be paid a
base salary of $100,000 per year to serve as the Company's Chief Financial Officer. The agreement may be terminated by Mr. Gillings
at any time upon 90 days prior notice and by the Company, at any time, with or without "cause." If the agreement is terminated
by the Company without cause, so long as Mr. Gillings is employed six months, Mr. Gillings will be entitled to three months' salary
plus one additional month for every year of employment as a severance payment.

 In
addition, the agreement provides for the grant to Mr. Gillings of an option to purchase 200,000 shares of common stock on each of December
31, 2023 and the first and second anniversaries thereof, at a purchase price per share equal to the fair market value of the Company's
publicly traded common stock on the date of grant. Each option vests one year from the date of grant, and is exercisable for three years,
provided that Mr. Gillings is then employed by the Company. Upon termination of Mr. Gillings' employment, other than for cause, any vested
option will remain exercisable for 30 days after such termination. Mr. Gillings will also be eligible for discretionary annual bonuses
based on performance. The agreement also contains customary confidentiality, non-competition, non-solicitation and non-disparagement
provisions.

 Family
Relationships

 There
are no arrangements or understandings between our directors and any other person pursuant to which they were appointed as an officer
and director of the Company. There are no family relationships between any of our directors or executive officers.

 Involvement
in Certain Legal Proceedings

 There
are no legal proceedings that have occurred within the past ten years concerning our directors, or control persons which involved a criminal
conviction, a criminal proceeding, an administrative or civil proceeding limiting one's participation in the securities or banking
industries, or a finding of securities or commodities law violations.

 Committees
of the Board of Directors

 We
have established two committees under the Board of Directors, an audit committee and a compensation committee.

 The
Company does not have a nominating committee. The full Board of Directors considers nominations for new members to the Board.

Committee

 The
Compensation Committee currently has two members, Jeffrey Guzy, Chairman, and A. Scott Dockter. The Compensation Committee initially
determines matters relating to executive officer compensation, including the issuances of stock options and other compensatory matters.
The Compensation Committee then makes recommendations to the Board of Directors, concerning such executive officer compensation.

 Audit
Committee

 The
Audit Committee currently has two members Jeffrey Guzy, Chairman, and John Bremer. The Audit Committee is responsible for: (i) selection
and oversight of our independent accountants; (ii) establishing procedures for the receipt, retention and treatment of complaints regarding
accounting, internal controls, and auditing matters; (iii) establishing procedures for the confidential, anonymous submission by our
employees of concerns regarding accounting and auditing matters; (iv) engaging outside advisors; and (v) funding for the outside auditor
and any outside advisors engagement by the audit committee.

 Our
board has determined that Mr. Guzy qualifies as an "audit committee financial expert" as such term is defined in Item 407(d)
of Regulation S-K promulgated by the SEC.

 The
following table sets forth certain information concerning compensation earned by the Company's non-employee directors for services
rendered as a director during the year ended November 30, 2023:

Compensation Table

 Name

 Fees Earned or Paid in Cash

 Stock Awards

 Option Awards(1)

 Non-Equity Incentive Plan Compensation

 Nonqualified Deferred Compensation Earnings

 All Other Compensation

 Total

 Jeffrey Guzy

 $
 17,500

 $
 -

 $
 26,623
 (2)

 -

 -

 -

 $
 44,123

 Brady Barto

 $
 3,000

 $
 -

 $
 16,267
 (3)

 -

 -

 -

 $
 19,267

 Kimberly Kurtis

 $
 12,000

 $
 -

 $
 17,987
 (4)

 -

 -

 -

 $
 29,987

 (1)

 The
 aggregate grant date fair value is computed in accordance with FASB ASC Topic 718.

 (2)

 an immediately exercisable option to purchase 350,000 shares of the Company's common stock at an exercise price of $0.10 per
 share.

 (3)

 an immediately exercisable option to purchase 200,000 shares of the Company's common
 stock at an exercise price of $0.15 per share.

 (4)

 an immediately exercisable option to purchase 200,000 shares of the Company's common stock at an exercise price of $0.15 per
 share.

 On
April 8, 2021, the Company entered into a twelve month director agreement with Jeffrey Guzy, as amended on August 26, 2022 (the "Guzy
Director Agreement") pursuant to which Mr. Guzy will serve as a director of the Company, which agreement will automatically renew
(the "Renewal Date") for successive one-year terms unless either party notifies the other of its desire not to renew the
Agreement within 30 days of the expiration of the then current term. As compensation therefor, Mr. Guzy is entitled to a cash fee of
$1,000 per month which accrues as debt to the Company until the Company has its first cash-flow positive month. Any amounts owed to Mr.
Guzy at the Renewal Date or upon Mr. Guzy' resignation or removal (the "Termination Date") will be converted into common
stock at a price per share equal to market price on the exchange or trading market where such stock is then traded or quoted or the volume-weighted
average price ("VWAP") of the common stock for the 20-days immediately preceding the Renewal Date or the Termination Date,
as the case may be. Mr. Guzy was also issued a five-year stock option to purchase 250,000 shares of common stock at an exercise price
of $0.24. The Agreement also includes a non-competition provision during the term of the Agreement and for twelve months thereafter.

 On
August 13, 2021, the Company entered into a twelve month director agreement with Dr. Kurtis, as amended on August 26, 2022 (the "Kurtis
Director Agreement") pursuant to which Dr. Kurtis will provide up to five hours per month of board services, which agreement will
automatically renew (the "Renewal Date") for successive one-year terms unless either party notifies the other of its desire
not to renew the Agreement within 30 days of the expiration of the then current term. As compensation therefor, Dr. Kurtis is entitled
to a cash fee of $1,000 per month which accrues as debt to the Company until the Company has its first cash-flow positive month. Any
amounts owed to Dr. Kurtis at the Renewal Date or upon Dr. Kurtis' resignation or removal (the "Termination Date")
will be converted into common stock at a price per share equal to market price on the exchange or trading market where such stock is
then traded or quoted or the volume-weighted average price ("VWAP") of the common stock for the 20-days immediately preceding
the Renewal Date or the Termination Date, as the case may be. Dr. Kurtis was also issued a five-year stock option to purchase 200,000
shares of common stock at $0.15. The Agreement includes a non-competition provision during the term of the Agreement and for twelve months
thereafter.

 On
September 13, 2023, the Company entered into a twelve month director agreement with Brady Barto (the "Barto Director Agreement"),
pursuant to which Mr. Barto agrees to devote as much time as is necessary to perform completely his duties as a Director of the Board.
Mr. Barto shall be notified within 30 days before the end of the Term whether his contract shall be renewed under the same terms of Compensation.
As compensation therefor, Mr. Barto is entitled to a cash fee of $1,000 per month which accrues as debt to the Company until the Company
has its first cash-flow positive month. Any amounts owed to Mr. Barto at the Renewal Date or upon Mr. Barto's resignation or removal
(the "Termination Date") will be converted into common stock at a price per share equal to market price on the exchange or
trading market where such stock is then traded or quoted or the volume-weighted average price ("VWAP") of the common stock
for the 20-days immediately preceding the Renewal Date or the Termination Date, as the case may be. Mr. Barto was also issued a five-year
stock option to purchase 200,000 shares of common stock at $0.15. The Agreement includes a non-competition provision during the term
of the Agreement and for twelve months thereafter.

 Code
of Ethics

 Our
Board of Directors has adopted a Code of Business Conduct and Ethics (the "Code") that applies to the directors, officers
and employees of the Company. We have filed a copy of our Code as an exhibit to our Annual Report on Form 10-K filed with the SEC on
February 28, 2018. Our Code may be reviewed by accessing our public filings at the SEC's web site at www.sec.gov. In addition,
a copy of the Code will be provided without charge upon request from us.

 Delinquent
Section 16(a) Reports

 Section
16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who beneficially own more than
10% of our equity securities ("Reporting Persons"), to file reports ownership and changes in ownership with the SEC.

 Based
solely on our review of copies of such reports and representations from Reporting Persons, we believe that during the fiscal year ended
November 30, 2023, the Reporting Persons timely filed all such reports except that Brady Barto, a director, failed to file timely
a Form 4 reporting the granting of 200,000 common stock options; Kimberly Kurtis, a director, failed to file timely a Form 4 reporting
the granting of 642,424 common stock options and the conversion of 80,000 common stock options into 80,000 shares of common stock; Jeffrey
Guzy, a director, failed to file timely a Form 4 reporting the granting of 600,000 common stock options, the conversion of 230,000 common
stock options into 230,000 shares of common stock, and the acquisition of 80,000 shares of common stock.

 Changes
in Nominating Process

 There
are no material changes to the procedures by which security holders may recommend nominees to our Board.

 ITEM
11. EXECUTIVE COMPENSATION

 Summary
Compensation Table

 The
following table shows the compensation awarded to, earned by or paid to our Chief Executive Officer (the "Named Executive Officer").
No other executive officer received compensation in excess of $100,000 during the years ended November 30, 2023 and November 30, 2022.

 Name and
 Principal
 Position

 Year

 Salary
 ($)

 Bonus
 ($)

 Stock
 Awards
 ($)

 Option
 Awards
 ($)

 Non-Equity
 Incentive
 Plan
 Compensa-
 tion
 ($)

 Non-qualified
 Deferred
 Earnings
 ($)

 All Other
 Compensa-
 tion
 ($)

 Total ($)

 A. Scott Dockter,

 2023

 120,000
 (1)

 -

 -

 -

 -

 -

 -

 120,000

 Chief Executive Officer,
Chief Financial
Officer,
President and Director

 2022

 120,000
 (2)

 -

 -

 -

 -

 -

 -

 120,000

 (1)

 Does
 not include $6,644 of accrued salary.

 (2)

 Does
 not include $2,308 of accrued salary.

 Employment
Agreements

 Except
for Mr. Gillings employment agreement described above, the Company does not have any employment agreements with its executive
officers.

 Change-in-Control
Agreements

 The
Company does not have any change-in-control agreements with its executive officers.

 Outstanding
Equity Awards

 There
were no outstanding equity awards made to our Named Executive Officer as of November 30, 2023.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 The
following table lists, as of February 28, 2024, the number shares of common stock beneficially owned by (i) each person or entity known
to the Company to be the beneficial owner of more than 5% of the Company's outstanding common stock; (ii) the Named Executive Officer;
and (iii) all officers and directors as a group. Information relating to beneficial ownership of Common Stock by our principal shareholders
and management is based upon information furnished by each person using "beneficial ownership" concepts under the rules of
the SEC. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which
includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the
voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire
beneficial ownership within 60 days. Under the SEC rules, more than one person may be deemed to be a beneficial owner of the same securities,
and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest.
Except as noted below, each person has sole voting and investment power with respect to the shares beneficially owned. Unless otherwise
indicated, the business address of each such person is c/o PureBase Corporation, 8625 Highway 124, Ione, California 95640. The percentages
below are calculated based on 239,740,928 shares of common stock issued and outstanding as of February 28, 2024.

 Name and Address of
 Beneficial Owner

 Amount and Nature of
 Beneficial Ownership

 Percent

 5% Stockholders

 US Mine Corporation (1)
 8625 Highway 124
 Ione, California 95640

 99,158,155
 (2)

 41.4
 %

 Bremer Family 1995 Living Family Trust (3)
 1660 Chicago Avenue
 Riverside, California 92506

 40,163,000

 16.8
 %

 US Mine LLC (4)
 8625 Highway 124
 Ione, California 95640

 116,000,000
 (4)

 32.6
 %

 James Todd Gauer
401 Bay Street, Suite 2410
Toronto, ON M5H2Y4
Canada

 17,338,800
 (5)(6)

 7.0
 %

 Directors and Executive Officers

 A. Scott Dockter

 36,643,795
 (7)

 15.3
 %

 John Bremer

 40,163,000
 (8)(9)

 16.8
 %

 Dr. Kimberly Kurtis

 1,129,091
 (10)

 *

 Jeffrey Guzy

 1,410,000
 (11)

 *

 Brady Barto

 220,000
 (12)

 *

 Stephen Gillings

 (13)

 *

 Directors and officers as a group (6 persons)

 79,765,886
 (7)(9)(14)

 32.9
 %

 *Represents
less than 1%

 (1)

 A.
 Scott Dockter, Chief Executive Officer and a director of USMC, John Bremer, President and a director of USMC, and Craig Barto, are each
 33% owners of USMC and share voting and dispositive power over the shares held by USMC.

 (2)

 John
 Bremer, as trustee of the Bremer Family 1995 Living Family Trust ("Bremer Trust"), has voting and dispositive power over
 the shares held by the Bremer Trust.

 (3)

 A.
 Scott Dockter, Chief Executive Officer and a director, John Bremer, President and a director, and Craig Barto are each 33% owners
 of US Mine LLC and share voting and dispositive power over the shares held by US Mine LLC.

 (4)

 currently exercisable options.

 (5)

 a currently exercisable option to purchase 8,669,400 shares.

 (6)

 8,501,400 shares and 168,000 shares owned by Baystreet Capital Management Corp and Bayshore Capital, LLC., respectively, over which
 James Todd Gauer has sole voting and dispositive power.

 (7)

 Excludes
 33,052,718 shares held by USMC and options to purchase 38,666,667 shares held by US Mine LLC over which Mr. Dockter has voting and
 dispositive power.

 (8)

 40,163,000 shares owned by the Bremer Trust of which Mr. Bremer, as trustee has sole voting and dispositive power.

 (9)

 Excludes
 33,052,718 shares held by USMC and options to purchase 38,666,667 shares held by US Mine LLC over which Mr. Bremer has voting and
 dispositive power.

 (10)

currently exercisable options to purchase 942,424 shares and 106,667 shares which are issuable in lieu of director's fees pursuant
to the Kurtis Director Agreement.

 (11)

 currently exercisable options to purchase 1,100,000 shares.

 (12)

 Includes currently exercisable options to purchase 200,000 shares and 20,000 shares which are issuable in lieu of director's fees pursuant
to the Barto Director Agreement.

 (13)

 Represents options that vest December 11, 2024.

 (14)

 options to purchase an aggregate of 2,442,424 shares and an aggregate of 126,667 shares issuable in lieu of directors'
 fees.

 Changes
in Control Agreements.

 The
Company does not have any change-in-control agreements with any of its executive officers.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Transactions
with Related Persons

 Except
as set forth below, since December 1, 2021, there have been no transactions, or currently proposed transactions, in which we were or
are to be a participant and the amount involved exceeds $120,000, and in which any of the following persons had or will have a direct
or indirect material interest:

 any
 director or executive officer of our company;

 any
 person who beneficially owns, directly or indirectly, more than 5% of our outstanding shares of common stock;

 any
 promoters and control persons; and

 any
 member of the immediate family (including spouse, parents, children, siblings and in laws) of any of the foregoing persons.

 A.
 Scott
 Dockter, Chief Executive Officer, President, and a director, and John Bremer, a director,
 are also officers, directors and owners of USMC and US Mine LLC.

 The
following tables outline the related parties associated with the Company and amounts due for each period indicated:

 During the year ended

 During the year ended

 US Mine Corporation – Convertible Notes and Accrued Interest, Expenses Paid, and Cash Advances

 $
 1,950,357

 $
 2,300,112

 A. Scott Dockter – Promissory Note, Principal and Interest

 $
 50,780

 $
 69,882

 Kimberly Kurtis – Convertible Note, Board Member

 $
 16,000

 $
 -

 Bayshore Capital Advisors, LLC – Promissory Note, Principal and Interest

 $
 -

 $
 1,500

 US
Mine Corporation

 On
December 1, 2013, the Company entered into a contract mining agreement with USMC, a 5% shareholder and a company owned by A. Scott Dockter,
our President and Chief Executive Officer, and a director, and John Bremer, a director, pursuant to which USMC will provide various technical
evaluations and mine development services to the Company. Services totaling $0 were rendered by USMC for the fiscal years ended November
30, 2023 and 2022, respectively. To date the Company has paid USMC an aggregate of $270,402 since December 1, 2020, under the mining
agreement.

 During
the fiscal years ended November 30, 2023 and 2022, USMC paid $0 and $11,323, respectively, of expenses to the Company's
vendors and creditors on behalf of the Company and also made cash advances to the Company of $914,788 and $755,000, respectively.
USMC has paid an aggregate of $35,373 of expenses to the Company's vendors and made cash advances to the Company in the
aggregate amount of $1,669,788 since December 1, 2021.

 On
September 26, 2019, the Company entered into a Securities Purchase Agreement with USMC pursuant to which USMC may purchase up to $1,000,000
of the Company's 5% unsecured two-year promissory notes which are convertible into shares of the Company's common stock,
at any time at the option of the holder, at a conversion price of $0.16 per share. USMC purchased notes in the principal amounts of $20,000,
$86,000, and $72,000 on December 1, 2019, January 1, 2019, and February 1, 2020, respectively. On April 7, 2022, USMC converted the aggregate
outstanding principal balance of $1,000,000 of the December 1, 2019, January 1, 2020, February 1, 2020 and December 1, 2020 notes, plus
accrued interest totaling $75,346 through such date, into 6,720,906 shares of the Company's common stock.

 On
November 25, 2020, the Company entered into a Securities Purchase Agreement with USMC pursuant to which USMC may purchase up to $2,000,000
of the Company's 5% unsecured two-year promissory notes in one or more closings. The notes are convertible into the Company's
common stock at a conversion price of $0.088 per share. USMC purchased notes in the principal amounts of $822,000, and $579,796 on December
1, 2020 and March 17, 2021, respectively. On March 14, 2022, in connection with the November 25, 2020, Securities Purchase Agreement,
USMC purchased a convertible note in the amount of $884,429. On April 7, 2022, USMC converted the aggregate outstanding principal balance
of $2,286,261of the November 25, 2020 note and March 14, 2022 note, plus accrued interest totaling $88,965 through such date, into 22,864,502

 On
April 7, 2022, the Company entered into a Securities Purchase Agreement with USMC pursuant to which USMC may purchase up to $1,000,000
of the Company's 5% unsecured two-year promissory notes in one or more closings. The notes are convertible into the Company's
common stock at a conversion price of $0.39 per share. USMC purchased notes in the principal amounts of $470,862, $140,027, and $308,320
on August 30, 2022, November 29, 2022, and February 28, 2023, respectively. On January 31, 2024, USMC converted the outstanding principal of the
three notes and accrued interest of $33,476, $8,210, and $14,233 on the August 30, 2022, the November 29, 2022, and the February 28,
2023 notes, respectively, into a total of 2,500,330 shares of the Company's common stock.

 On
March 20, 2023, the Company entered into a Securities Purchase Agreement with USMC pursuant to which USMC may purchase up to
$1,000,000 of the Company's 5% unsecured two-year promissory notes in one or more closings. The notes are convertible into the
Company's common stock at a conversion price of $0.10 per share. USMC purchased notes in the principal amounts of $412,533 and
$193,935 on May 31, 2023 and June 30, 2023. On January 31, 2024, USMC converted the outstanding principal of both notes and accrued
interest of $22,152 and $9,139 on the May 31, 2023 and the June 30, 2023 notes, respectively, into a total of 6,377,593 Shares of
the Company's common stock.

 In
connection with the Snow White Mine property, owned by John Bremer, a director of the Company, the Company is required to make minimum
royalty payments of $3,500 per year. The Company has not made royalty payments to Mr. Bremer since December 31, 2018.

 US
Mine LLC

 On
May 27, 2021, the Company entered into the Materials Extraction Agreement with US Mine, LLC, (the "Material Extraction Agreement")
pursuant to which the Company acquired the right to extract up to 100,000,000 tons of certain raw clay materials. A. Scott Dockter and
John Bremer, each own 33% of US Mine LLC. The Materials Extraction Agreement is effective until 100,000,000 tons of material are extracted.
As compensation for such right, the Company issued a ten-year convertible promissory note in the principal amount of $50,000,000 to US
Mine, LLC (the "US Mine Note"). The US Mine Note bears interest at the rate of 2.5% per annum which is payable upon maturity.
Amounts due under the US Mine Note may be converted into shares of the Company's common stock at the option of the noteholder,
at a conversion price of $0.43 per share. The noteholder may convert (i) up to 50% of the outstanding balance on or after such date as
the Company's common stock is listed for trading on any national securities exchange, (ii) up to an additional 25% of the outstanding
balance on or after the six-month anniversary of such initial trading date, and (iii) the remaining 25% on or after the twelve-month
anniversary of such initial trading date. In addition, the Company will pay US Mine, LLC a royalty fee of $5.00 per ton of materials
extracted and any royalty not paid in a timely manner with be subject to 15% interest per annum and compounded monthly.

 On
October 6, 2021, and prior to consummation of activities under the Materials Extraction Agreement, the Company and US Mine, LLC executed
an amendment to the Materials Extraction Agreement was amended, pursuant to which the US Mine Note was terminated and of no further force
and an option to purchase an aggregate of 116,000,000 shares of the Company's common stock at an exercise price of $0.38 per share
until April 6, 2028, was issued to US Mine, LLC as compensation. Shares subject to the option vested as to 58,000,000 shares on April
6, 2022, 29,000,000 shares on October 6, 2022, and 29,000,000 shares on April 6, 2023. This agreement was further amended and restated
in June 2022 to state that the Note was retroactively rescinded ab initio.

 Line
of Credit – USMC

 On
July 10, 2023, the Company entered into a line of credit agreement and unsecured convertible grid promissory note with USMC. The July
10, 2023 line of credit agreement provides for the issuance of up to an aggregate of $1,000,000 of advances from USMC under an unsecured
convertible grid promissory note (See Note 12) until July 2024. The note bears interest at 8% per annum and any outstanding principal
or accrued interest under the note is convertible into shares of the Company's common stock at a conversion price of $0.10 per
share on the maturity date. As of the date of this filing, there have been $919,135 total advances from USMC under the July 10, 2023
line of credit agreement. As of February 28, 2024, the accrued interest on the July 10, 2023 line of credit was $18,629.

 Board
of Directors

 On
August 26, 2022, the Company issued an immediately exercisable five-year option to Jeffrey Guzy, a director, to purchase 250,000 shares
of common stock with an exercise price of $0.24 per share for board services.

 On
August 26, 2022, the Company issued an immediately exercisable five-year option and four-year option to Dr. Kimberly Kurtis, a director,
to purchase 200,000 shares of common stock and 242,424 shares of common stock, for board services and for science advisory regarding
performance of SCM testing, respectively, of common stock with an exercise price of $0.24 per share.

 On
April 8, 2023, the Company issued an immediately exercisable five-year option to Jeffrey Guzy, a director, to purchase 350,000 shares
of common stock with an exercise price of $0.10 per share for board services.

 On
August 10, 2023, the Company issued an immediately exercisable five-year option to Dr. Kimberly Kurtis, a director, to purchase 200,000
shares of common stock with an exercise price of $0.15 per share for board services.

 On
September 13, 2023, the Company issued an immediately exercisable five-year option to Brady Barto, a director, to purchase 200,000 shares
of common stock with an exercise price of $0.15 per share for board services.

 Executive
Officer

 In
connection with Michael Fay's appointment as Chief Financial Officer of the Company, on January 21, 2021, the Company granted Mr.
Fay a five-year stock option to purchase 200,000 shares of the Company's common stock at an exercise price of $0.67 per share.
The shares subject to the option became exercisable on January 21, 2022. On March 25, 2021, Mr. Fay resigned as Chief Financial Officer
of the Company and his option terminated unexercised.

 On
August 31, 2017, the Company issued a promissory note in the principal amount of $197,096 to A. Scott Dockter, President, Chief Executive
Officer and a director of the Company to consolidate total amounts of indebtedness due to Mr. Dockter. The note bears interest at 6%
and is due upon demand. Since December 1, 2020, the Company has repaid $99,100 towards the balance of the note. As of February 28, 2024
the outstanding principal balance due on this note is $8,716.

 Bayshore
Capital Advisors, LLC

 On
February 26, 2016, the Company issued a 6% promissory note in the principal amount of $25,000 to Bayshore Capital Advisors, LLC ("Bayshore
Capital"), a former 5% shareholder of the Company. The note was payable upon the earlier of August 26, 2016 or the closing of a
bridge financing by the Company. As of November 30, 2022, the Company was in default on this note. On February 4, 2023, Bayshore Capital
agreed to cancel the $25,000 debt, plus $10,146 of accrued and unpaid interest.

 5%
Shareholder

 On
June 3, 2022, in conjunction with a settlement agreement with Agregen, Robert Hurtado, James Todd Gauer and John Gingerich, the Company
granted James Todd Gauer, a 5% stockholder, an option to purchase 8,669,400 shares of common stock at an exercise price of $2.50.

Independence

 We
believe that Jeffrey Guzy and Kimberly Kurtis would be deemed "independent" under the applicable NASDAQ definition.

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 Audit
and Accounting Fees

 The
following table sets forth the aggregate fees billed to the Company for professional services rendered by our principal accountants,
Turner, Stone & Company, LLP ("TSC") for the years ended November 30, 2023 and 2022:

 Years Ended

 Services

 2023

 2022

 Audit fees

 $
 60,800

 $
 65,300

 Audit related fees

 -

 -

 Tax fees

 -

 -

 All other fees

 -

 -

 Total fees

 $
 60,800

 $
 65,300

 Audit
Fees

 Audit
fees consist of fees incurred for professional services rendered for the audit of our annual consolidated financial statements, the review
of our interim consolidated financial statements included in our quarterly reports on Form 10-Q and for services that are normally provided
in connection with statutory or regulatory filings or engagements.

 Audit-Related
Fees

 Audit-related
fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our financial
statements but are not reported under "Audit fees."

 Tax
Fees

 Tax
fees consist of fees billed for professional services relating to tax compliance, tax planning, and tax advice. including the preparation
of our corporate tax returns.

 All
Other Fees

 All
other fees consist of fees billed for services not associated with audit or tax.

 Audit
Committee's Pre-Approval Practice

 Prior
to the engagement of our independent auditor, such engagement was approved by our audit committee. The services provided under this engagement
may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one
year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget.
The independent auditors and management are required to report to our audit committee at least quarterly regarding the extent of services
provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. Our audit
committee may also pre-approve particular services on a case-by-case basis. All audit-related fees, tax fees and other fees incurred
by us were approved by our audit committee.

 Pre-Approval
of Audit and Permissible Non-Audit Services

 The
percentage of hours expended TSC's engagement to audit our financial statements for the most recent fiscal year that were attributed
to work performed by persons other than the principal accountant's full-time, permanent employees was 0%.

 PART
IV

 ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 The
following exhibits are included as part of this Annual Report:

 Incorporated
 by Reference

 Exhibit

 Number

 Exhibit
 Description

 Form

 Exhibit

 Filing
 Date

 2.1

 Plan and Agreement of Reorganization among Port of Call Online, Inc., PureBase, Inc. and certain stockholders of PureBase, Inc., dated December 23, 2014

 2.1

 12/24/2014

 2.2

 Plan
 and Agreement of Reorganization among PureBase, Inc., US Agricultural Minerals, LLC and the members of US Agricultural Minerals,
 LLC, dated November 24, 2014

 10.4

 12/24/2014

 3.1

 Articles of Incorporation

 S-1

 3.1

 05/13/2013

 3.2

 Certificate of Change to Articles of Incorporation (stock split), effective November 7, 2014

 3.1.2

 03/16/2015

 3.3

 Amendment to the Articles of Incorporation (stock split), effective January 12, 2015

 3.1.3

 03/16/2015

 3.4

 Certificate of Change to Articles of Incorporation (stock split), effective June 15, 2015

 3.1.4

 06/16/2015

 3.5

 Bylaws

 S-1

 3.2

 05/13/2013

 4.1

 Description of Securities

 4.1

 03/16/2021

 4.2

 Form of 5% Unsecured Convertible Promissory Note

 4.1

 4.3

 5% Convertible Note between the Company and US Mine Corp., dated March 14, 2022

 4.2

 4.4

 8% Unsecured Convertible Grid Note issued to US Mine Corp. on July 10, 2023

 4.1

 07/13/2023

 10.1

 Distribution Agreement between the Company and New Ag Technologies, Inc., dated September 5, 2019

 10.1

 10/18/2019

 10.2

 Debt Exchange Agreement between the Company and US Mine Corp, dated September 5, 2019

 10.10

 09/10/2019

 10.3

 Securities Purchase Agreement between the Company and US Mine Corp, dated September 26, 2019

 4.1

 10/18/2019

 10.4

 Securities Purchase Agreement between the Company and US Mine Corp, dated March 17, 2021

 10.1

 03/23/2021

 10.5

 Amendment to Debt Exchange Agreement, dated February 7, 2020, between the Company and US Mine Corp.

 10.1

 02/13/2020

 10.6

 Investment Banking Agreement, dated October 23, 2018 between the Company and Newbridge Securities Corporation

 10.11

 02/28/2020

 10.7

 Compensation Committee Charter

 10.12

 02/28/2020

 10.8

 Purchase and Sale Agreement between the Company and Bremer Family 1995 Living Family Trust, dated April 1, 2020

 10.13

 04/03/2020

 10.9

 Director Agreement dated as of April 8, 2020, between the Company and Jeffrey Guzy

 10.14

 04/09/2020

 10.10

 Materials and Supply Agreement between the Company and US Mine Corp, dated April 22, 2020

 10.1

 04/28/2020

 10.11

 Asset Purchase Agreement by and between the Company and Quove Corporation, dated May 1, 2020

 10.1

 05/07/2020

 10.12

 5% Convertible Note between the Company and US Mine Corp, dated December 1, 2019

 10.11

 03/16/2021

 10.13

 5% Convertible Note between the Company and US Mine Corp, dated January 1, 2020

 10.12

 03/16/2021

 10.14

 5% Convertible Note between the Company and US Mine Corp, dated February 1, 2020

 10.13

 03/16/2021

 10.15

 5% Convertible Note between the Company and US Mine Corp, effective December 1, 2020

 10.15

 03/15/2022

 10.16

 5% Convertible Note between the Company and US Mine Corp, dated March 17, 2021

 4.1

 03/23/2021

 10.17

 Materials Extraction Agreement, dated May 27, 2021, by and between the Company and US Mine, LLC

 10.14

 05/27/2021

 10.18

 2.5% Convertible Note between the Company and US Mine, LLC, dated May 27, 2021

 4.2

 05/27/2021

 10.19

 Director Agreement, dated as of August 13, 2021, between the Company and Kimberly Kurtis

 10.15

 08/17/2021

 10.20

 Option Agreement, dated August 13, 2021, between the Company and Kimberly Kurtis

 10.16

 08/17/2021

 10.21

 Amendment to Materials Extraction Agreement, dated October 6, 2021, between the Company and US Mine, LLC

 10.17

 10/06/2021

 10.22

 Stock Option Agreement, dated October 6, 2021, between the Company to US Mine, LLC

 10.18

 10/06/2021

 10.23

 5% Convertible Note between the Company and US Mine Corp, dated March 14, 2022

 10.23

 10.24

 5% Convertible Note between the Company and US Mine Corp, dated August 30, 2022

 10.24

 10.25

 5% Convertible Note between the Company and US Mine Corp, dated November 29, 2022

 10.25

 10.26

 Investment Banking Agreement, dated May 19, 2022 between the Company and Newbridge Securities Corporation

 10.26

 10.27

 Amendment No. 1 to Director Agreement, dated August 26, 2022, between the Company and Jeffrey Guzy

 10.27

 10.28

 Amendment No. 1 to Director Agreement, dated August 26, 2022, between the Company and Dr. Kimberly Kurtis

 10.28

 10.29

 First Amendment to Promissory Notes, dated April 7, 2022, by and between the Company and U.S. Mine Corp.

 10.1

 10.30

 Securities Purchase Agreement, dated April 7, 2022, effective as of March 23, 2022, between the Company and US Mine Corp.

 10.2

 10.31

 First Amendment to Purchase and Sale Agreement, dated April 14, 2022, between the Company and Bremer Family 1995 Living Family Trust

 10.3

 10.32

 Amended and Restated Amendment to Materials Extraction Agreement, dated June 17, 2022, by and between the Company and US Mine, LLC

 8-K/A

 10.22

 06/21/2022

 10.33

 Settlement Agreement, dated June 2, 2022, among the Company, Agregen International Corporation, Robert Hurtado, James Todd Gauer and John Gingerich.

 8-K/A

 10.1

 09/30/2022

 10.34

 Option Agreement, dated June 3, 2022.

 8-K/A

 10.2

 09/30/2022

 10.35

 Ione Lease Amendment, dated 11/1/2022

 10.35

 10.36

 2017 Stock Option Plan

 10.36

 10.37

 Amended and Restated Amendment to Materials Extraction Agreement, dated June 17, 2022, by and between Purebase Corporation and US Mine, LLC

 8-K/A

 10.22

 06/21/2022

 10.38

 Line of Credit Agreement, dated July 10, 2023 between the Company and US Mine Corp

 10.1

 07/13/2023

 10.39

 Director Agreement, dated September 11, 2023, between the Company and Brady Barto

 10.38

 09/15/2023

 10.40

 Option Agreement, dated September 11, 2023, between the Company and Brady Barto

 10.39

 09/15/2023

 10.41

 Second Amendment to Materials Extraction Agreement, dated November 1, 2023

 10.1

 11/07/2023

 10.42

 Employment Agreement, date December 13, 2023, between the Company and Stephen Gillings

 10.1

 12/15/2023

 10.43*

 Advisory Service Agreement, dated June 9, 2023, between the Company and Karen Scrivener

 14.1

 Code of Business Conduct and Ethics

 2/28/2018

 21.1

 Subsidiaries of the Registrant

 21.1

 02/28/2020

 31.1*

 Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer

 31.2*

 Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer

 32.1**

 Section 1350 Certification of Chief Executive Officer

 32.2**

 Section 1350 Certification of Chief Financial Officer

 101.INS

 101.SCH

 101.CAL

 101.LAB

 101.PRE

 101.DEF

 *
Filed herewith

 **
Furnished herewith

 ITEM
16. FORM 10-K SUMMARY

 None

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) 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.

CORPORATION

 By:

 /s/ A. Scott Dockter

 A. Scott Dockter

 Chief Executive Officer and President (Principal Executive Officer)

 Date:

 February 28, 2024

 By:

 /s/ Stephen Gillings

 Stephen Gillings

 Chief Financial Officer (Principal Financial and Accounting Officer)

 Date:

 February 28, 2024

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 By:

 /s/
 A. Scott Dockter

 A.
 Scott Dockter

 Chief
 Executive Officer, President and Director

 Date:

 By:

 /s/
 Jeffrey Guzy

 Jeffrey
 Guzy

 Date:

 By:

 /s/
 John Bremer

 John
 Bremer

 Date:

 By:

 /s/
 Kimberly Kurtis

 Kimberly Kurtis

 Date:

 By:

 /s/
 Brady Barto

 Brady
 Barto

 Date:

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FINANCIAL STATEMENTS NOVEMBER 30, 2022 AND 2021

 TABLE
OF CONTENTS

 Page

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM PCAOB ID No. # 76

 FINANCIAL STATEMENTS:

 Consolidated Balance Sheets as of November 30, 2023 and November 30, 2022

 Consolidated Statements of Operations For the Years Ended November 30, 2023 and November 30, 2022

 Consolidated Statements of Stockholders' Deficit For the Years Ended November 30, 2023 and November 30, 2022

 Consolidated Statements of Cash Flows For the Years Ended November 30, 2023 and November 30, 2022

 Notes to Consolidated Financial Statements For the Years Ended November 30, 2023 and November 30, 2022

 F- 1

 Your
Vision Our Focus

 Report
of Independent Registered Public Accounting Firm

 Board
of Directors and Shareholders of

 Purebase
Corporation

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Purebase Corporation and its subsidiaries (the "Company") as
of November 30, 2023 and 2022, and the related consolidated statements of operations, stockholders' deficit, and cash flows for
the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the
financial statements present fairly, in all material respects, the financial position of the Company as of November 30, 2023 and 2022,
and the results of its operations and its cash flows for for each of the two years in the period ended November 30, 2023, in conformity
with accounting principles generally accepted in the United States of America.

 Explanatory
Paragraph - Going Concern

 The
accompanying financial statements have been prepared assuming that the entity will continue as a going concern. As discussed in Note
2 to the financial statements, the Company had a significant accumulated deficit, working capital deficit, net loss from operations and
negative cash flows from operations that raise substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the entity's management. Our responsibility is to express an opinion on these financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) ("PCAOB") and are required to be independent with respect to Purebase Corporation in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Purebase
Corporation is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing
an opinion on the effectiveness of the entity's internal control over financial reporting. Accordingly, we express no such opinion.

 F- 2

 Critical
Audit Matters

 The
critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 Fair
Value of Stock Options

 Critical
Audit Matter Description:

 As
discussed in Note 11 to the financial statements, the Company uses the Black-Scholes option pricing model to estimate the fair value
of its stock options issued for goods and services. The Black-Scholes option pricing model involves the use of several significant estimates
such as the expected life of the award, expected share price volatility, dividend yield, and risk-free interest rate.

 Given
the significant estimates involved in estimating the fair value of stock options granted, the related audit effort in evaluating management's
estimates required a high degree of auditor judgment.

 How
the Critical Audit Matter was Addressed in the Audit:

 We
obtained an understanding over the Company's process to estimate the fair value of stock options, including how the Company develops
each of the estimates required to utilize the Black-Scholes option pricing model. We applied the following audit procedures related to
testing the Company's estimates utilized in Black-Scholes option-pricing model:

 -
 We
 reviewed the Company's dividend history, noting the Company has not issued dividends
 historically and management has indicated that no future dividends were currently anticipated.

 -
 We
 compared the Company's risk-free interest rate used to the comparable United States
 treasury yield for a term comparable to the stock options' expected term.

 -
 We
 recalculated the Company's historic share price volatility for a term comparable to
 the stock options' expected term.

 -
 We
 recalculated the expected term of the stock options using the simplified method.

 /s/
 Turner, Stone & Company, L.L.P.

 Dallas,
Texas

 We have served as Purebase Corporation's
auditor since 2019.

 F- 3

BALANCE SHEETS

 2023

 2022

 ASSETS

 Current Assets:

 Cash and cash equivalents

 $
 5,572

 $
 19,055

 Prepaid expenses and other assets

 15,434

 4,731

 Total Current Assets

 21,006

 23,786

 Property and equipment, net

 750,716

 620,000

 Right of use asset

 39,799

 79,599

 Total Assets

 $
 811,521

 $
 723,385

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current Liabilities:

 Accounts payable and accrued expenses

 $
 481,024

 $
 115,478

 Settlement liability

 618,000

 Line of credit, current

 346,735

 -

 Lease liability, current

 38,882

 Note payable to officer

 8,716

 28,716

 Convertible notes payable, related party

 19,000

 36,000

 Notes payable, related party

 -

 25,000

 Notes payable

 -

 25,000

 Total Current Liabilities

 1,514,355

 644,076

 Lease liability, net of current portion

 -

 Convertible notes payable; related party, net of current portion

 1,525,676

 610,889

 Total Liabilities

 3,040,031

 1,295,845

 Commitments and Contingencies (Note 9)

 -

 -

 Stockholders' Deficit:

 Preferred stock, $ 0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding, at November 30, 2023 and November 30, 2022, respectively

 -

 -

 Common stock, $ 0.001 par value; 520,000,000 shares authorized; 230,863,005 and 230,753,005 shares issued and outstanding, at November 30, 2023 and November 30, 2022, respectively

 230,863

 160,350

 Additional paid in capital

 60,271,605

 52,910,839

 Accumulated deficit

 ( 62,730,978
)

 ( 53,643,649
)

 Total Stockholders' Deficit

 ( 2,228,510
)

 ( 572,460
)

 Total Liabilities and Stockholders' Deficit

 $
 811,521

 $
 723,385

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 4

STATEMENTS OF OPERATIONS

 For the Year Ended

 Revenue, net

 $
 325,875

 $
 471,608

 Cost of goods sold

 96,148

 132,247

 Gross margin

 229,727

 339,361

 Operating Expenses:

 Selling, general and administrative

 1,541,238

 1,261,495

 Stock based compensation

 7,391,278

 31,622,178

 Total Operating Expenses

 8,932,516

 32,883,673

 Loss From Operations

 ( 8,702,789
)

 ( 32,544,312
)

 Other Income (Expense):

 Other income

 310,401

 2,007

 Other expense

 ( 618,000
)

 -

 Interest expense

 ( 76,941
)

 ( 40,120
)

 Total Other Income (Expense)

 ( 384,540
)

 ( 38,113
)

 Net Loss

 $
 ( 9,087,329
)

 $
 ( 32,582,425
)

 Loss per Common Share - Basic and Diluted

 $
 ( 0.04
)

 $
 ( 0.14
)

 Weighted Average Shares Outstanding - Basic and Diluted

 230,731,334

 228,296,555

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 5

STATEMENTS OF STOCKHOLDERS' DEFICIT

 Amount

 Amount

 Capital

 Deficit

 Deficit

 Preferred Stock

 Common Stock

 Additional
 Paid-in

 Accumulated

 Stockholders'

 Amount

 Amount

 Capital

 Deficit

 Deficit

 Balance at November 30, 2021

 -

 $
 -

 215,380,751

 $
 215,380

 $
 18,660,460

 $
 ( 21,061,224
)

 $
 ( 2,185,384
)

 Stock based compensation – shares

 -

 -

 300,000

 31,621,878

 -

 31,622,178

 Convertible debt converted into common stock

 -

 -

 23,741,654

 23,742

 2,549,429

 -

 2,573,171

 Settlement shares surrendered

 -

 -

 ( 8,669,400
)

 ( 8,669
)

 8,669

 -

 -

 Net loss

 -

 -

 -

 -

 -

 ( 32,582,425
)

 ( 32,582,425
)

 Balance at November 30, 2022

 -

 $
 -

 230,753,005

 $
 230,753

 $
 52,840,436

 $
 ( 53,643,649
)

 $
 ( 572,460
)

 Balance

 -

 $
 -

 230,753,005

 $
 230,753

 $
 52,840,436

 $
 ( 53,643,649
)

 $
 ( 572,460
)

 Stock based compensation – options

 -

 -

 -

 -

 7,387,279

 -

 7,387,279

 Stock based compensation – shares

 -

 -

 100,000

 7,900

 -

 8,000

 Settlement share surrendered

 -

 -

 ( 300,000
)

 ( 300
)

 -

 -

 Conversion of board of director accrued debt

 -

 -

 310,000

 35,690

 -

 36,000

 Net loss

 -

 -

 -

 -

 -

 ( 9,087,329
)

 ( 9,087,329
)

 Balance at November 30, 2023

 -

 $
 -

 230,863,005

 $
 230,863

 $
 60,271,605

 $
 ( 62,730,978
)

 $
 ( 2,228,510
)

 Balance

 -

 $
 -

 230,863,005

 $
 230,863

 $
 60,271,605

 $
 ( 62,730,978
)

 $
 ( 2,228,510
)

 Note:
$ 70,403 was reclassified from additional paid-in capital to common stock to tie common stock dollars to $ 0.001 par value of 215,380,751
common shares outstanding at November 30, 2021.

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 6

STATEMENTS OF CASH FLOWS

 For the Year Ended

 Cash Flows From Operating Activities:

 Net loss

 $
 ( 9,087,329
)

 $
 ( 32,582,425
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Stock based compensation

 7,391,278

 31,622,178

 Amortization of debt discount

 -

 5,329

 Non-cash board of director compensation

 19,000

 36,000

 Gain on debt forgiveness

 ( 35,401
)

 -

 Gain on settlement

 ( 275,000
)

 -

 Right of use asset and liability, net

 ( 293
)

 Changes in operating assets and liabilities:

 Accounts receivable

 -

 2,000

 Prepaid expenses and other current assets

 ( 6,703
)

 ( 137
)

 Accounts payable and accrued expenses

 375,947

 79,094

 Settlement liability

 493,000

 -

 Net Cash Used In Operating Activities

 ( 1,124,290
)

 ( 838,254
)

 Cash Flows From Investing Activities:

 Purchase of property and equipment

 ( 130,716
)

 -

 Net Cash Used In Investing Activities

 ( 130,716
)

 -

 Cash Flows From Financing Activities:

 Advances from related parties, convertible notes payable

 914,788

 755,000

 Proceeds from related party, line of credit

 346,735

 -

 Payments on notes payable to officer

 ( 20,000
)

 ( 30,000
)

 Net Cash Provided By Financing Activities

 1,241,523

 725,000

 Net Decrease In Cash and Cash Equivalents

 ( 13,483
)

 ( 113,254
)

 Cash and Cash Equivalents - Beginning of Year

 19,055

 132,309

 Cash and Cash Equivalents - End of Year

 $
 5,572

 $
 19,055

 Supplemental Cash Flow Information:

 Cash paid for:

 Interest paid

 $
 -

 $
 -

 Income taxes paid

 $
 -

 $
 -

 Noncash operating and financing activities:

 Due to affiliates exchanged for convertible debt

 $
 -

 $
 1,495,382

 Convertible debt converted to common stock

 $
 -

 $
 2,464,262

 Board of director compensation - accrued as convertible debt

 $
 19,000

 $
 36,000

 Vendors paid for on behalf of the company by USMC

 $
 15,853

 $
 11,323

 Expenses paid for on behalf of the company by USMC

 $
 23,029

 $
 -

 The
accompanying notes are an integral part of these consolidated financial statements.

 F- 7

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 NOTE
1 – ORGANIZATION AND BUSINESS OPERATIONS

 Corporate

 Purebase
Corporation ("Purebase" or the "Company") was incorporated in the State of Nevada on March 2, 2010. The Company
is an industrial mineral and natural resource company that provides solutions to the agriculture and construction materials markets in
the United States through its two subsidiaries, Purebase Agricultural, Inc., a Nevada corporation ("Purebase AG"), and U.S.
Agricultural Minerals, LLC, a Nevada limited liability company ("Purebase AM"), respectively.

 The
Company is headquartered in Ione, California.

 Agricultural

 The
Company develops specialized fertilizers, sun protectants, soil amendments and bio-stimulants for organic and non-organic
sustainable agriculture. The Company has developed and will seek to develop additional products derived from mineralized materials
of leonardite, kaolin clay, laterite, and other natural minerals. These mineral and soil amendments are used to protect crops,
plants and fruits from the sun and winter damage, to provide nutrients to plants, and to improve dormancy and soil ecology to help
farmers increase the yields of their harvests. The Company is building a brand family under the parent trade name
"Purebase," consisting of its Purebase Shade Advantage (WP) product, a kaolin-clay based sun protectant for crops and
Humic Advantage a humic acid product derived from leonardite. We also private label the Crop White II product for an end user.

 Construction

 The
Company has been developing and testing a kaolin-based product that it believes will help create a lower CO2-emitting concrete through
the use of high-quality supplementary cementitious materials ("SCMs"). The Company is developing a SCM that it believes can
potentially replace up to 40% of cement, the most polluting part of concrete. As government agencies continue to enact stricter requirements
for less-polluting forms of concrete, the Company believes there are significant opportunities for high-quality SCM products in the construction-materials
sector.

 The
Company utilizes the services of US Mine Corporation ("USMC"), a Nevada corporation and a significant shareholder of the
Company, for the development and contract mining of industrial mineral and metal projects, exploration drilling, preparation of feasibility
studies, mine modeling, on-site construction, production, site reclamation and for product fulfillment. Exploration services include
securing necessary permits, environmental compliance, and reclamation plans. In addition, a substantial portion of the minerals used
by the Company are obtained from properties owned or controlled by USMC. A. Scott Dockter, the Company's Principal Executive Officer
and a director, and John Bremer, a director, are also officers, directors and owners of USMC.

 NOTE
2 – GOING CONCERN AND LIQUIDITY

 The
accompanying consolidated financial statements have been prepared on the basis that the Company will continue as a going concern,
which contemplates realization of assets and the satisfaction of liabilities in the normal course of business. As of November 30,
2023, the Company had a significant accumulated deficit of $ 62,730,978
and working capital deficit of $ 1,493,349.
For the year ended November 30, 2023, the Company had a net loss from operations of $ 9,087,329
and negative cash flows from operations of $ 1,124,290.
The Company's operating activities consume the majority of its cash resources. The Company anticipates that it will continue
to incur operating losses as it executes its development plans for 2024. In addition, the Company has had and expects to have
negative cash flows from operations, at least into the near future. The Company has previously funded, and plans to continue
funding, these losses primarily with additional infusions of cash from advances from USMC and the sale of equity and convertible
notes. The accompanying consolidated financial statements do not include any adjustments that might be necessary should the Company
be unable to continue as a going concern.

 F- 8

 The
Company's plan, through the continued promotion of its services to existing and potential customers, is to generate sufficient
revenues to cover its anticipated expenses. The Company is currently exploring several options to meet its short-term cash requirements,
including issuances of equity securities or equity-linked securities from USMC and other third parties.

 Although
no assurances can be given as to the Company's ability to deliver on its revenue plans or that unforeseen expenses may arise,
management currently believes that the revenue to be generated from operations together with equity and debt financing, including
funding from USMC in the form of notes payable and a line of credit, will provide the necessary funding for the Company to continue
as a going concern for the next twelve months. For the year ended November 30, 2023, the Company received $ 914,788
from USMC in the form of three notes payable (see Notes 6 and 12, Tranches #9, #10, #11). Tranche #9 was for $ 308,320,
bears interest at 5 %
per annum, and amounts due may be converted into shares of the Company's common stock at any time at the option of the note
holder at a conversion price of $ 0.39
per share. Tranche #10 was for $ 412,533,
bears interest at 8 %
per annum, and amounts due may be converted into shares of the Company's common stock at any time at the option of the note
holder at a conversion price of $ 0.10
per share. Tranche #11 was for $ 193,935,
bears interest at 8 %
per annum, and amounts due may be converted into shares of the Company's common stock at any time at the option of the note
holder at a conversion price of $ 0.10
per share. A July 10, 2023 line of credit agreement provides for the issuance of up to an aggregate of $ 1,000,000
of advances from USMC under an unsecured convertible grid promissory note until July 10, 2024 (see Note 12). The line of credit
bears interest at 8 %
per annum and any outstanding principal or accrued interest under the line of credit is convertible into shares of the
Company's common stock at a conversion price of $ 0.10
per share on the maturity date. As of the date hereof, there have been $ 919,135
in advances from USMC under the July 10, 2023 line of credit agreement. Currently are no other arrangements or agreements for
financing, and management cannot guarantee any other potential debt or equity financing will be available, or if available, on
favorable terms. As such, these matters raise substantial doubt about the Company's ability to continue as a going concern for
a period of twelve months from the issue date of this report. If adequate funds are not available on acceptable terms, or at all,
the Company will need to curtail operations, or cease operations completely.

 Currently
are no other arrangements or agreements for financing, and management cannot guarantee any other potential debt or equity financing will
be available, or if available, on favorable terms. As such, these matters raise substantial doubt about the Company's ability to
continue as a going concern for a period of twelve months from the issue date of this report. If adequate funds are not available on
acceptable terms, or at all, the Company will need to curtail operations, or cease operations completely.

 NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of Presentation

 The
accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States of America ("U.S. GAAP"). The summary of significant accounting policies presented below is designed to assist
in understanding the Company's consolidated financial statements. Such consolidated financial statements and accompanying notes
are the representation of the Company's management, who is responsible for their integrity and objectivity.

 Principles
of Consolidation

 These
consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries PureBase AG and Purebase AM.
Intercompany accounts and transactions have been eliminated upon consolidation.

 Use
of Estimates

 The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and equity-based transactions at the date of the financial statements and the revenues and
expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various
other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources.
The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there
are material differences between the estimates and the actual results, future results of operations will be affected.

 The
Company believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation
of the consolidated financial statements. Significant estimates include the allowance for doubtful accounts, useful lives of property
and equipment, deferred tax asset and valuation allowance, and assumptions used in the Black-Scholes valuation methods, such as expected
volatility, risk-free interest rate, and expected dividend rate.

 F- 9

 The
Company accounts for revenue in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification
("ASC") Topic 606, Revenue from Contracts with Customers. The Company derives revenues from the sale of its agricultural
products. The Company's contracted transaction price is allocated to each distinct performance obligation and recognized as revenue
when, or as, the performance obligation is satisfied. The Company's contracts have a single performance obligation which are not
separately identifiable from other promises in the contracts and is, therefore, not distinct. The Company's performance obligation
is satisfied upon the transfer of control to the customer.

 Practical
Expedients

 As
part of ASC Topic 606, the Company has adopted several practical expedients including:

 Si gnificant
 Financing Component – the Company does not adjust the promised amount of consideration for the effects of a significant financing
 component since the Company expects, at contract inception, that the period between when the Company transfers a promised good or
 service to the customer and when the customer pays for that good or service will be one year or less.

 Unsatisfied
 Performance Obligations – all performance obligations related to contracts with a duration for less than one year, the Company
 has elected to apply the optional exemption provided in ASC Topic 606 and therefore is not required to disclose the aggregate amount
 of transaction price allocated to performance obligations that are unsatisfied or partially satisfied at the end of the reporting
 period.

 Shipping
 and Handling Activities – the Company elected to account for shipping and handling activities as a fulfillment cost rather
 than as a separate performance obligation.

 Right
 to Invoice – the Company has a right to consideration from a customer in an amount that corresponds directly with the value
 to the customer of the Company's performance completed to date the Company may recognize revenue in the amount to which the
 entity has a right to invoice.

 Disaggregated

consists of the following by product offering for the year ended November 30, 2023:

OF DISAGGREGATED REVENUE

 CROP
 WHITE II

 SHADE

 ADVANTAGE (WP)

 SulFe
 Hume Si ADVANTAGE

 Total

 $

 66,825

 $

 207,570

 $

 51,480

 $

 325,875

consists of the following by product offering for the year ended November 30, 2022:

 CROP
 WHITE II

 SHADE

 ADVANTAGE (WP)

 SulFe
 Hume Si ADVANTAGE

 Total

 $

 192,780

 $

 227,368

 $

 51,460

 $

 471,608

 Cash
and Cash Equivalents

 The
Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.
There were no cash equivalents as of November 30, 2023 or 2022.

 Account
Receivable

 The
Company periodically assesses its accounts and other receivables for collectability on a specific identification basis. If collectability
of an account becomes unlikely, an allowance is recorded for that doubtful account. As of November 30, 2023 and 2022, the Company has
determined that no allowance for doubtful accounts was necessary for either year.

 F- 10

 Property
and Equipment

 Property
and equipment are recorded at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the related
assets, generally three to five years. Expenditures that enhance the useful lives of the assets are capitalized and depreciated.

 SCHEDULE OF ESTIMATED USEFUL LIFE OF PROPERTY AND EQUIPMENT

 Equipment

 3 - 5
 years

 Autos
 and trucks

 years

 Maintenance
and repairs are charged to expense as incurred. At the time of retirement or other disposition of property and equipment, the cost and
accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations. The
Company currently has $ 620,000 in property and equipment that it acquired on May 1, 2020. As of November 30, 2023, the Company has not
put the acquired property and equipment to use. As such, the Company has not recorded depreciation related to these assets. The Company
has $ 130,716 in costs for its pilot plant which is not yet operational, and the Company expects to incur more costs before the pilot
plant becomes operational. As such, the Company has not recorded depreciation related to the pilot plant. The Company also has $ 67,165
in other fixed assets which are fully depreciated.

 Impairment
of Long-Lived Assets

 The
Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such
assets may not be recoverable. Recoverability of these assets is determined by comparing the forecasted undiscounted net cash flows of
the operation to which the assets relate to the carrying amount. If the operation is determined to be unable to recover the carrying
amount of its assets, then these assets are written down first, followed by other long-lived assets of the operation to fair value. Fair
value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. No impairment losses were
recorded during the years ended November 30, 2023 or 2022.

 Shipping
and Handling

 The
Company incurs shipping and handling costs which are charged back to the customer. There were no net amounts incurred or included in
general administrative expenses for the years ended November 30, 2023 and 2022.

 Advertising
and Marketing Costs

 The
Company expenses advertising and marketing costs as they are incurred. Advertising and marketing expenses were $ 3,543 and $ 15,040 for
the years ended November 30, 2023 and 2022, respectively, and are recorded in selling, general and administrative expenses in the accompanying
consolidated statements of operations.

 Fair
Value Measurements

 As
defined in ASC 820, Fair Value Measurements and Disclosures, fair value is the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company
utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about
risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or
generally unobservable. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy
gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and
the lowest priority to unobservable inputs (level 3 measurement). This fair value measurement framework applies at both initial and subsequent
measurement.

 Level
 1:

 Quoted
 prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in
 which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing
 basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed
 equities.

 F- 11

 Level
 2:

 Pricing
 inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as
 of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies.
 These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities,
 time value, volatility factors and current market and contractual prices for the underlying instruments, as well as other relevant
 economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument,
 can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.
 Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options
 and collars.

 Level
 3:

 Pricing
 inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally
 developed methodologies that result in management's best estimate of fair value.

 Fair
Value of Financial Instruments

 The
carrying value of cash, accounts receivable, accounts payable and accrued expenses approximate their fair values based on the short-term
maturity of these instruments. The carrying amount of notes approximates the estimated fair value for these financial instruments as
management believes that such notes constitute substantially all of the Company's debt and interest payable on the notes approximates
the Company's incremental borrowing rate.

 Loss
Per Common Share

 Net
loss per share of common stock is computed by dividing the net loss by the weighted average number of shares of common stock outstanding
during the year. All outstanding options are considered potential common stock. The dilutive effect, if any, of stock options are calculated
using the treasury stock method. All outstanding convertible notes are considered common stock at the beginning of the period or at the
time of issuance, if later, pursuant to the if-converted method. Since the effect of common stock equivalents is anti-dilutive with respect
to losses, outstanding options have been excluded from the Company's computation of net loss per share of common stock for the
years ended November 30, 2023 and 2022.

 The
following table summarizes the securities that were excluded from the diluted per share calculation because the effect of including these
potential shares was antidilutive due to the Company's net loss position even though the exercise price could be less than the
average market price of the common stock:

OF OUTSTANDING SHARES EXCLUDED FROM DILUTED LOSS PER SHARE

 Year Ended November 30,

 2023

 2022

 Convertible Notes

 8,882,155

 1,790,787

 Stock Options

 129,438,187

 128,688,187

 Total

 138,320,342

 130,478,974

 Stock-Based

 The
Company applies the provisions of ASC 718, Compensation—Stock Compensation ("ASC 718"), which requires the measurement
and recognition of compensation expense for all stock-based awards made to employees, including employee stock options, in the accompanying
consolidated statements of operations.

 For
stock options issued to employees and members of the Company's Board of Directors (the "Board") for their services,
the Company estimates the grant date fair value of each option using the Black-Scholes option pricing model. The use of the Black-Scholes
option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility
of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common
stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes
stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service
period, which is generally the vesting term. Forfeitures are recorded as they are incurred as opposed to being estimated at the time
of grant and revised.

 F- 12

 Pursuant
to ASU 2018-07 Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting,
the Company accounts for stock options issued to non-employees for their services in accordance ASC 718. The Company uses valuation methods
and assumptions to value the stock options that are in line with the process for valuing employee stock options noted above.

 Leases

 With
the adoption of ASC 842, Leases operating lease agreements are required to be recognized on the balance sheet as Right-of-Use
("ROU") assets and corresponding lease liabilities. ROU assets include any prepaid lease payments and exclude any lease incentives
and initial direct costs incurred. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.
The lease terms may include options to extend or terminate the lease if it is reasonably certain that the Company will exercise that
option.

 The
Company leases its corporate offices. All of the leases are classified as operating leases. The Company is a party to a two-year lease,
with USMC, a related party, for 1,000 square feet of office space located in Ione, California (the "Ione Lease") with respect
to its corporate operations (See Note 12). Effective November 1, 2022, the Ione Lease was amended to extend the lease through October
2024 and to add an additional 700 square feet of office space for a total monthly rental price of $ 3,500 per month, with automatic one-month
renewals. The remaining weighted average term is 0.8 years. The Company discounted lease payments using its estimated incremental borrowing
rate at December 1, 2020. The weighted average incremental borrowing rate applied was 5 %.

 In
accordance with ASC 842, the Company recognized a ROU asset and corresponding lease liability on the consolidated balance sheet for long-term
office leases. See Note 7 – Leases for further discussion, including the impact in the accompanying consolidated financial statements
and related disclosures.

 Income
Taxes

 Deferred
tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial
statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss
and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in
tax rates is recognized in operations in the period that includes the enactment date.

 The
Company utilizes ASC 740, Income Taxes, which requires the recognition of deferred tax assets and liabilities for the expected
future tax consequences of events that have been included in the consolidated financial statements or tax returns. The Company accounts
for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and
the related financial amounts, using currently enacted tax rates. A valuation allowance is recorded when it is "more likely-than-not"
that a deferred tax asset will not be realized.

 For
uncertain tax positions that meet a "more likely than not" threshold, the Company recognizes the benefit of uncertain tax
positions in the consolidated financial statements. The Company's practice is to recognize interest and penalties, if any, related
to uncertain tax positions in income tax expense in the consolidated statements of operations.

 Exploration
Stage

 In
accordance with U.S. GAAP, expenditures relating to the acquisition of mineral rights are initially capitalized as incurred while exploration
and pre-extraction expenditures are expensed as incurred until such time as the Company exits the Exploration Stage by establishing proven
or probable reserves. Expenditures relating to exploration activities such as drill programs to establish mineralized materials are expensed
as incurred. Expenditures relating to pre-extraction activities are expensed as incurred until such time proven or probable reserves
are established for that project, after which expenditures relating to mine development activities for that particular project are capitalized
as incurred.

 F- 13

Rights

 Acquisition
costs of mineral rights are capitalized as incurred while exploration and pre-extraction expenditures are expensed as incurred until
such time as the Company exits the exploration stage by establishing proven or probable reserves, as defined by the SEC under Industry
Guide 7, through the completion of a "final" or "bankable" feasibility study. Expenditures relating to exploration
activities are expensed as incurred and expenditures relating to pre-extraction activities are expensed as incurred until such time proven
or probable reserves are established for that project, after which subsequent expenditures relating to development activities for that
particular project are capitalized as incurred.

 Where
proven and probable reserves have been established, the project's capitalized expenditures are depleted over proven and probable
reserves upon commencement of production using the units-of-production method. Where proven and probable reserves have not been established,
such capitalized expenditures are depleted over the estimated production life upon commencement of extraction using the straight-line
method.

 The
carrying values of the mineral rights are assessed for impairment by management on a quarterly basis or when indicators of impairment
exist. Should management determine that these carrying values cannot be recovered, the unrecoverable amounts are written off against
earnings.

 Recent
Accounting Pronouncements

 In
November 2023, FASB issued Accounting Standards Update (ASU) 2023-07, Segment
Reporting (Topic 280). The amendments require:

 That
 a public entity disclose, on an annual and interim basis, significant segment expenses that
 are regularly provided to the chief operating decision maker ("CODM") and included
 within each reported measure of segment profit or loss (collectively referred to as the "significant
 expense principal").

 That
 a public entity disclose, on an annual and interim basis, an amount for other segment items
 by reportable segment and a description of its composition. The other segments category is
 the difference between segment revenue less the segment expenses disclosed under the significant
 expense principal and each reported measure of segment profit or loss.

 That
 a public entity provide all annual disclosures about a reportable segment's profit
 or loss and assets currently required by Topic 280 in interim periods.

 Clarification
 that if a CODM uses more than one measure of a segment's profit or loss in assessing
 segment performance and deciding how to allocate resources, a public entity may report one
 or more of those additional measures of segment profit. However, at least one of the reported
 segment profit or loss measures (or the single reported measure, if only one is disclosed)
 should be the measure that is most consistent with the measurement principles used in measuring
 the corresponding amounts in the public entity's consolidated financial statements.
 In other words, in addition to the measure that is most consistent with the measurement principles
 under GAAP, a public entity is not precluded from
 reporting additional measures of a segment's profit or loss that are used by the CODM
 in assessing segment performance and deciding how to allocate resources.

 That
 a public entity disclose the title and position of the CODM and an explanation of how the
 CODM uses the reported measure(s) of segment profit or loss in assessing segment performance
 and deciding how to allocate resources.

 That
 a public entity that has a single reportable segment provide all the disclosures required
 by the amendments in this Update and all existing disclosures in Topic 280.

 The
amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning
after December 15, 2024. The Company has determined that, since it currently does not report segments, ASU 2023-07 is not applicable.
However, should the Company begin segment reporting in the future, the Company will adopt ASU 2023-07.

 In
October 2023, FASB issued ASU 2023-06, Codification Amendments in Response to the SEC's Disclosure
Update and Simplification Initiative. Codification subtopic 260-10, Earnings per Share – Overall, requires disclosure of the
methods used in the diluted earnings-per-share computation for each dilutive security and clarifies that certain disclosures should be
made during interim periods. The following disclosures are required:

 A
 reconciliation of the numerators and denominators of the basic and diluted per-share computations
 for income from continuing operations.

 The
 effect that has been given to preferred dividends in arriving at income available to common
 shareholders in computing basic EPS.

 Securities
 (including those issuable pursuant to contingent stock agreements) that could potentially
 dilute basic EPS in the future that were not included in the computation of diluted EPS because
 to do so would have been antidilutive for the period(s) presented.

 The
 methods used in the diluted EPS computation for each type of dilutive instrument (for example,
 treasury stock method, if-converted method, two-class method, or reverse treasury stock method).

 The
Company adopted the amendment as of November 30, 2023.

 NOTE
4 – MINING RIGHTS

 Snow
White Mine located in San Bernardino County, CA – Deposit

 On
November 28, 2014 US Mining and Minerals Corporation entered into a Purchase Agreement in which it agreed to sell its fee simple property
interest and certain mining claims to USMC. In contemplation of the Plan and Agreement of Reorganization, on December 1, 2014, USMC,
a related party, assigned its rights and obligations under the Purchase Agreement to the Company pursuant to an Assignment of Purchase
Agreement. As a result of the Assignment, the Company assumed the purchaser position under the Purchase Agreement. The Purchase Agreement
involves the sale of approximately 280 acres of mining property containing 5 placer mining claims known as the Snow White Mine located
near Barstow, California in San Bernardino County. The property is covered by a Conditional Use Permit allowing the mining of the property
and a Plan of Operation and Reclamation Plan has been approved by San Bernardino County and the BLM. An initial deposit of $ 50,000 was
paid to escrow, and the Purchase Agreement required the payment of an additional $ 600,000 at the end of the escrow period. There was
a delay in the original seller, Joseph Richard Matthewson, receiving a clear title to the property and a fully permitted project, both
of which were conditions to closing. In light of the foregoing, and the payment of an additional $ 25,000, the parties agreed to extend
the closing. Due to delays in the Company securing the necessary funding to close the purchase of the Snow White Mine property, John
Bremer, a shareholder and a director of the Company, paid $ 575,000 to acquire the property on or about October 15, 2015. Mr. Bremer will
transfer title to the Company when the Company pays Mr. Bremer $ 575,000 plus expenses, however, the Company is under no obligation to
do so. The mining claims require a minimum royalty payment of $ 3,500 per year to be made by the Company.

 F- 14

 On
April 1, 2020, the Company entered into a purchase and sale agreement with the Bremer Family 1995 Living Trust, a related party of the
Company, pursuant to which the Company will purchase the Snow White Mine for $ 836,000 (the "Purchase Price"). The Purchase
Price plus 5 % interest is payable in full in cash at the closing which must occur at any time before April 1, 2022 (the "Closing
Date"). On April 14, 2022, the agreement was amended to extend the Closing Date to April 14, 2023. On April 7, 2023, the agreement
was amended to extend the closing date to April 1, 2024.

 NOTE
5 – PROPERTY AND EQUIPMENT

 Property
and equipment consisted of the following at:

OF PROPERTY AND EQUIPMENT

 Furniture and equipment

 $
 6,952

 $
 6,952

 Machinery and equipment

 35,151

 35,151

 Automobiles and trucks

 25,061

 25,061

 Pilot plant

 130,716

 -

 Construction in process

 620,000

 620,000

 Property and equipment,
 gross

 817,880

 687,164

 Less: accumulated depreciation

 ( 67,164
)

 ( 67,164
)

 Property and equipment, net

 $
 750,716

 $
 620,000

 There
was no depreciation expense for the years ended November 30, 2023 and 2022.

 NOTE
6 – NOTES PAYABLE

 Bayshore
Capital Advisors, LLC

 On
February 26, 2016, the Company issued a promissory note to Bayshore Capital Advisors, LLC ("Bayshore Capital"), an affiliate
through common ownership of a 10 % major stockholder of the Company, for $ 25,000 for working capital at an interest rate of 6 % per annum.
The note was payable August 26, 2016, or when the Company closes a bridge financing, whichever occurs first. As of November 30, 2022,
the Company was in default on this note. On February 4, 2023, Bayshore Capital agreed to cancel the $ 25,000 debt, plus $ 10,146 of accrued
and unpaid interest. During the years ended November 30, 2023 and 2022 the Company did not make repayments towards the outstanding balance
of the note. There is no balance on the note as of November 30, 2023. The balance on the note was $ 25,000 on November 30, 2022 (see Note
12). Total interest expense on the note was $ 255 and $ 1,500 for the years ended November 30, 2023 and 2022, respectively.

 A.
Scott Dockter – President and Chief Executive Officer

 On
August 31, 2017, the Company issued a note in the amount of $ 197,096 to A. Scott Dockter, President, Chief Executive Officer and a director
of the Company, to consolidate the total amounts due to Mr. Dockter. The note bears interest at 6 % and is due upon demand. During the
year ended November 30, 2023, the Company paid $ 20,000 towards the outstanding balance of the note. The balance on the note was $ 8,716
and $ 28,716 as of November 30, 2023 and 2022, respectively (See Note 12). Total interest expense on the note was $ 899 and $ 2,770 for
the years ended November 30, 2023 and 2022, respectively. There was $ 42,065 and $ 41,166 of accrued interest as of November 30, 2023 and
2022, respectively.

 F- 15

 Convertible
Promissory Notes – USMC

 December
1, 2019

 On
December 1, 2019, in connection with the September 26, 2019, securities purchase agreement with USMC, a related party, (See Note 12),
the Company issued a convertible promissory note in the amount of $ 20,000 to USMC, with a maturity date of December 31, 2021 ("Tranche
#1"). The note bears interest at 5 % per annum which is payable on maturity. Amounts due under the note may be converted into shares
of the Company's common stock, at any time at the option of the holder, at a conversion price of $ 0.16 per share. On April 7, 2022,
the December 1, 2019 note was amended to extend the maturity date to April 30, 2022 and USMC gave notice of conversion of the outstanding
principal balance of $ 20,000 plus accrued interest totaling $ 2,351 through such date, into 139,692 shares of the Company's common
stock.

 The
issuance of Tranche #1 resulted in a discount from the beneficial conversion feature totaling $ 20,000. Total straight-line amortization
of this discount totaled $ 0 and $ 815 during the years ended November 30, 2023 and 2022, respectively. Total interest expense on Tranche
#1 was approximately $ 0 and $ 350 for the years ended November 30, 2023 and 2022, respectively.

 January
1, 2020

 On
January 1, 2020, in connection with the September 26, 2019, securities purchase agreement with USMC, a related party, (See Note 12),
the Company issued a convertible promissory note in the amount of $ 86,000 to USMC, with a maturity date of January 1, 2022 ("Tranche
#2"). The note bears interest at 5 % per annum which is payable on maturity. Amounts due under the note may be converted into shares
of the Company's common stock, at any time at the option of the holder, at a conversion price of $ 0.16 per share. On April 7, 2022,
the January 1, 2020 note was amended to extend the maturity date to April 30, 2022 and USMC gave notice of conversion of the outstanding
principal balance of $ 86,000 plus accrued interest totaling $ 9,743 through such date, into 598,392 shares of the Company's common
stock.

 The
issuance of Tranche #2 resulted in a discount from the beneficial conversion feature totaling $ 32,250. Total straight-line amortization
of this discount totaled $ 0 and $ 1,412 for the years ended November 30, 2023 and 2022, respectively. Total interest expense on Tranche
#2 was approximately $ 0 and $ 1,500 for the years ended November 30, 2023 and 2022, respectively.

1, 2020

 On
February 1, 2020, in connection with the September 26, 2019, securities purchase agreement with USMC, a related party, (See Note 12),
the Company issued a convertible promissory note in the amount of $ 72,000 to USMC, with a maturity date of February 1, 2022 ("Tranche
#3"). The note bears interest at 5 % per annum which is payable on maturity. Amounts due under the note may be converted into shares
of the Company's common stock, at any time at the option of the holder, at a conversion price of $ 0.16 per share. On April 7, 2022,
the February 1, 2020 note was amended to extend the maturity date to April 30, 2022 and USMC gave notice of conversion of the outstanding
principal balance of $ 72,000 plus accrued interest totaling $ 7,851 through such date, into 499,068 shares of the Company's common
stock.

 The
issuance of Tranche #3 resulted in a discount from the beneficial conversion feature totaling $ 36,000. Total straight-line amortization
of this discount totaled $ 0 and $ 3,103 for the years ended November 30, 2023 and 2022, respectively. Total interest expense on Tranche
#3 was approximately $ 0 and $ 1,260 for the years ended November 30, 2023 and 2022, respectively.

 December
1, 2020

 On
December 1, 2020, in connection with the September 26, 2019 securities purchase agreement with USMC, a related party, (See Note 12),
the Company issued a convertible promissory note in the amount of $ 822,000 to USMC, with a maturity date of November 25, 2022 ("Tranche
4"). The note bears interest at 5 % per annum which is payable on maturity. Amounts due under the note may be converted into shares
of the Company's common stock at any time at the option of the noteholder, at a conversion price of $ 0.16 per share. On April 7,
2022 USMC gave notice of conversion of the outstanding principal balance of $ 822,000 of the December 1, 2020 note, plus accrued interest
totaling $ 55,401 through such date, into 5,483,753 shares of the Company's common stock. Total interest expense on Tranche #4 was
approximately $ 0 and $ 17,700 for the years ended November 30, 2023 and 2022, respectively.

 F- 16

 March
17, 2021

 On
March 17, 2021, in connection with the March 11, 2021, securities purchase agreement with USMC, a related party (see Note 12), the Company
issued a convertible promissory note in the amount of $ 579,769 to USMC, with a maturity date of March 17, 2023 ("Tranche #5").
The note bears interest at 5 % per annum which is payable on maturity. Amounts due under the note may be converted into shares of the
Company's common stock at any time at the option of the noteholder, at a conversion price of $ 0.088 per share. On April 7, 2022
USMC gave notice of conversion of the outstanding principal balance of $ 579,769.39 of the March 17, 2021 note, plus accrued interest
totaling $ 30,656 through such date, into 6,936,656 shares of the Company's common stock. Total interest expense on Tranche #5 was
approximately $ 0 and $ 8,800 for the years ended November 30, 2023 and 2022, respectively.

 March
14, 2022

 On
March 14, 2022, in connection with the November 25, 2020, securities purchase agreement with USMC, a related party (see Note 12), the
Company issued a convertible promissory note in the amount of $ 884,429 to USMC, with a maturity date of March 14, 2024 ("Tranche
#6"). The note bears interest at 5 % per annum which is payable on maturity. Amounts due under the note may be converted into shares
of the Company's common stock at any time at the option of the noteholder, at a conversion price of $ 0.088 per share. On April
7, 2022 USMC gave notice of conversion of the outstanding principal balance of $ 884,492 of the March 14, 2022 note, plus accrued interest
totaling $ 2,908 through such date, into 10,084,093 shares of the Company's common stock. Total interest expense on Tranche #6 was
approximately $ 0 and $ 2,908 for the years ended November 30, 2023 and 2022, respectively.

 August
30, 2022

 On
August 30, 2022, in connection with the April 7, 2022, securities purchase agreement with USMC, a related party (see Note 12), the
Company issued a convertible promissory note in the amount of $ 470,862
to USMC, with a maturity date of August
30, 2024 ("Tranche #7"). The note bears interest at 5 %
per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company's common stock
per share. Total interest expense on Tranche #7 was approximately $ 23,543
for the year ended November 30, 2023. On January 31, 2024, USMC converted the outstanding principal of $ 470,862
and accrued interest as of January 31, 2024 of $ 33,476
into 1,293,175

 November
29, 2022

 On
November 29, 2022, in connection with the April 7, 2022, securities purchase agreement with USMC, a related party (see Note 12), the
Company issued a convertible promissory note in the amount of $ 140,027
to USMC, with a maturity date of November
29, 2024 ("Tranche #8"). The note bears interest at 5 %
per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company's common stock
per share. Total interest expense on Tranche #8 was approximately $ 7,001
for the year ended November 30, 2023. On January 31, 2024, USMC converted the outstanding principal of $ 140,027
and accrued interest as of January 31, 2024 of $ 8,210
into 380,095

28, 2023

 On
February 28, 2023, in connection with the April 7, 2022, securities purchase agreement with USMC, a related party (see Note 12), the
Company issued a convertible promissory note in the amount of $ 308,320
to USMC, with a maturity date of February
28, 2025 ("Tranche #9"). The note bears interest at 5 %
per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company's common stock
per share. Total interest expense on Tranche #9 was approximately $ 11,615
for the year ended November 30, 2023. On January 31, 2024, USMC converted the outstanding principal of $ 308,320
and accrued interest as of January 31, 2024 of $ 14,233
into 827,059

 F- 17

 May
31, 2023

 On
May 31, 2023, in connection with the March 20, 2023, securities purchase agreement with USMC, a related party (see Note 12), the
Company issued a convertible promissory note in the amount of $ 412,533
to USMC, with a maturity date of May
31, 2025 ("Tranche #10"). The note bears interest at 8 %
per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company's common stock
at any time at the option of the noteholder, at a conversion price of $ 0.10
per share. Total interest expense on Tranche #10 was approximately $ 16,547
for the year ended November 30, 2023. On January 31, 2024, USMC converted the outstanding principal of $ 412,533
and accrued interest as of January 31, 2024 of $ 22,152
into 4,346,855

 June
30, 2023

 On
June 30, 2023, in connection with the March 20, 2023, securities purchase agreement with USMC, a related party (see Note 12), the
Company issued a convertible promissory note in the amount of $ 193,935
to USMC, with a maturity date of June
30, 2025 ("Tranche #11"). The note bears interest at 8 %
per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company's common stock
at any time at the option of the noteholder, at a conversion price of $ 0.10
per share. Total interest expense on Tranche #11 was approximately $ 6,503
for the year ended November 30, 2023. On January 31, 2024, USMC converted the outstanding principal of $ 193,935
and accrued interest as of January 31, 2024 of $ 9,139
into 2,030,738

 Line
of Credit – USMC

 On
July 10, 2023, the Company entered into a line of credit agreement and unsecured convertible grid promissory note with USMC. The July
10, 2023 line of credit agreement provides for the issuance of up to an aggregate of $ 1,000,000 of advances from USMC under an unsecured
convertible grid promissory note (See Note 12) until July 2024. The note bears interest at 8 % per annum and any outstanding principal
or accrued interest under the note is convertible into shares of the Company's common stock at a conversion price of $ 0.10 per
share on the maturity date. As of November 30, 2023, there have been $ 346,735 advances from USMC under the July 10, 2023 line of credit
agreement. As of November 30, 2023, the accrued interest on the July 10, 2023 line of credit was $ 6,784.

 Convertible
Debt – Board of Directors

 On
April 8, 2021, the Company entered into a twelve month director agreement with Jeffrey Guzy, as amended on August 26, 2022 (the "Guzy
Director Agreement") pursuant to which Mr. Guzy will serve as a director of the Company, which agreement will automatically renew
(the "Renewal Date") for successive one-year terms unless either party notifies the other of its desire not to renew the
Agreement within 30 days of the expiration of the then current term. As compensation therefor, Mr. Guzy is entitled to a cash fee of
$ 1,000 per month which accrues as 0 % debt to the Company until the Company has its first cash-flow positive month. Any amounts owed to
Mr. Guzy at the Renewal Date or upon Mr. Guzy' resignation or removal (the "Termination Date") will be converted into
common stock at a price per share equal to market price on the exchange or trading market where such stock is then traded or quoted or
the volume-weighted average price ("VWAP") of the common stock for the 20-days immediately preceding the Renewal Date or
the Termination Date, as the case may be. As of November 30, 2023, the Company has no debt owed to Mr. Guzy.

 F- 18

 On
August 13, 2021, the Company entered into a twelve month director agreement with Dr. Kimberly Kurtis, as amended on August 26, 2022 (the
"Kurtis Director Agreement") pursuant to which Dr. Kurtis will provide up to five hours per month of board services, which
agreement will automatically renew for successive one-year terms unless either party notifies the other of its desire not to renew the
Agreement within 30 days of the expiration of the then current term. As compensation therefor, Dr. Kurtis is entitled to a cash fee of
$ 1,000 per month which accrues as debt to the Company until the Company has its first cash-flow positive month. Any amounts owed to Dr.
Kurtis at the Renewal Date or the Termination Date will be converted into common stock at the lower price of $ 0.15 per share or the market
price on the exchange or trading market where such stock is then traded or quoted or the VWAP of the common stock for the 20-days immediately
preceding the Renewal Date or the Termination Date, as the case may be. As of November 30, 2023, the Company has debt in the amount of
$ 16,000 owed to Dr. Kurtis.

 On
September 11, 2023, the Company entered into a twelve month director agreement with Brady Barto (the "Barto Director Agreement")
pursuant to which Mr. Barto agrees to devote as much time as is necessary to perform completely the duties as a Director. Mr. Barto shall
be notified within 30 days before the end of the twelve months whether his contract shall be renewed under the same terms of compensation.
As compensation therefor, Mr. Barto is entitled to a cash fee of $ 1,000 per month which accrues as debt to the Company until the Company
has its first cash-flow positive month. Any amounts owed to Mr. Barto at the Renewal Date or the Termination Date will be converted into
common stock at the lower price of $ 0.15 per share or the market price on the exchange or trading market where such stock is then traded
or quoted or the VWAP of the common stock for the 20-days immediately preceding the Renewal Date or the Termination Date, as the case
may be. Mr. Barto was also issued a five-year stock option to purchase 200,000 shares of common stock at $ 0.15. The Agreement includes
a non-competition provision during the term of the Agreement and for twelve months thereafter. As of November 30, 2023, the Company has
debt in the amount of $ 3,000 owed to Mr. Barto.

 NOTE
7 – LEASES

 The
following table presents net lease cost and other supplemental lease information:

OF LEASE COST AND OTHER SUPPLEMENTAL LEASE INFORMATION

 Year Ended

 Lease cost

 Operating lease cost (cost resulting from lease payments)

 $

 Short term lease cost

 -

 Sublease income

 -

 Net lease cost

 $

 Operating lease – operating cash flows (fixed payments)

 $

 Operating lease – operating cash flows (liability reduction)

 $
 38,882

 Non-current leases – right of use assets

 $
 39,799

 Current liabilities – operating lease liabilities

 $

 Non-current liabilities – operating lease liabilities

 $
 -

 Year Ended

 Lease cost

 Operating lease cost (cost resulting from lease payments)

 $
 20,000

 Short term lease cost

 -

 Sublease income

 -

 Net lease cost

 $
 20,000

 Operating lease – operating cash flows (fixed payments)

 $
 20,000

 Operating lease – operating cash flows (liability reduction)

 $
 19,248

 Non-current leases – right of use assets

 $
 79,599

 Current liabilities – operating lease liabilities

 $
 38,882

 Non-current liabilities – operating lease liabilities

 $

 Future
minimum payments under non-cancelable leases for operating leases for the remaining terms of the leases following the year ended November
30, 2023:

 SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

 Fiscal Year

 Operating Leases

 2024

 $

 Total future minimum lease payments

 Amount representing interest

 ( 1,120
)

 Present value of net future minimum lease payments

 $

 F- 19

 NOTE
8 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 Accounts
payable and accrued expenses consist of the following amounts as of:

OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 Accounts payable

 $
 314,502

 $
 30,078

 Accrued interest – related parties

 120,011

 57,266

 Accrued compensation

 39,080

 28,134

 Accrued consultants

 7,431

 -

 Accounts payable and accrued expenses

 $
 481,024

 $
 115,478

 NOTE
9 – COMMITMENTS AND CONTINGENCIES

 Office
and Rental Property Leases

 The
Company is leasing office space from USMC, a related party that is owned by the Company's majority shareholders and directors,
A. Scott Dockter and John Bremer (See Note 12).

Properties

 The
Company's mineral rights require various annual lease payments (See Note 4).

 Legal
Matters

 On
July 8, 2020, former Chief Financial Officer, Al Calvanico ("Calvanico"), filed a demand for arbitration alleging
retaliation, wrongful termination, and demand for a minimum of $ 600,000 in alleged stock value, plus interest, recovery of past and
future wages, attorneys' fees, and punitive damages (collectively, the "Calvanico Claims"). The Company denied all
Calvanico Claims. The Company believes Calvanico is owed nothing because it takes the position that Calvanico was not terminated,
but rather, his employment contract expired on September 21, 2019, in accordance with its terms, and was not renewed by Company and
because Calvanico never exercised his stock options. The Company and Calvanico engaged in binding arbitration which concluded on
February 3, 2023. On June 20, 2023, the arbitrator decided in favor of the Company with respect to Calvanico's breach of
contract, fraud and negligent representation and wrongful discharge claims and in favor of Calvanico for asserted attorney fee
claims in accordance with Calvanico's employment agreement with the Company. At a July 18, 2023 teleconference regarding a
determination of attorney fees to be paid, the arbitrator established a briefing schedule for the parties to formally present their
legal arguments on the issue. Calvanico's brief in support of attorney fees was due and timely filed on August 15, 2023. The
Company's brief in opposition was due and timely filed on September 19, 2023. Calvanico's reply brief was filed on
October 4, 2023. On February 6, 2024, the Company agreed to pay $ 618,000 to be paid in six equal monthly payments of $ 103,000 each
with the first payment on February 8, 2024.

 On
January 11, 2019, the Company filed a complaint in the Second Judicial District Court in the State of Nevada, Washoe County (Case # CV19-00097)
against Agregen International Corp ("Agregen") and Robert Hurtado alleging the misuse of proprietary and confidential information
acquired by Mr. Hurtado while employed by the Company as Vice President of Agricultural Research and Development. Mr. Hurtado was terminated
in March 2018 and since that time the Company alleges that he conspired with Agregen to improperly use proprietary and confidential information
to compete with the Company which constitute breaches of the non-compete and confidentiality provisions of his employment agreement with
the Company. On March 14, 2019, Agregen and Mr. Hurtado filed an answer to the Company's Complaint that the allegations were false.
On March 13, 2020, the Company filed a First Amended Complaint, adding James Todd Gauer and John Gingerich as additional defendants.
A settlement agreement was entered into between the parties, effective June 3, 2022 and a Notice of Settlement was filed in the District
Court pursuant to which, 8,669,000 shares of the Company's common stock beneficially owned by the defendants were surrendered to
the Company and the Company granted Mr. Gauer an immediately exercisable option to purchase 8,669,400 shares of common stock, the equivalent
number of common shares surrendered to the Company, at an exercise price of $ 2.50. The lawsuit was fully settled and dismissed on August
9, 2022.

 F- 20

 On
March 29, 2019, the Company was served with a complaint filed by Superior Soils Supplements LLC ("Superior Soils") in the
Superior Court of the State of California in and for the County of Kings (Case #19C-0124) relating to 64 truckloads of soil amendments
delivered to a customer by the Company on behalf of Superior Soils. Superior Soils alleged that the soil amendments were not labeled
correctly requiring the entire shipment of product to be returned to the Company. The complaint alleges breach of contract, misrepresentations,
fraudulent concealment and unfair competition. The complaint seeks damages of approximately $ 400,000 and, although the Company is vigorously
defending such claims and believes that there is little to no risk of liability, it has accrued $ 400,000 for such risk. The Company filed
its answer on May 6, 2019, denying responsibility for the mislabeling and denying any liability for damages therefrom. The matter was
fully settled and was thus dismissed by the Court on May 2, 2023, and the Company paid Superior Soils $ 125,000. The settlement resulted
in $ 275,000 other income as $ 400,000 had been accrued.

 Contractual
Matters

 On
November 1, 2013, we entered into an agreement with USMC, a related party, in which USMC provides various technical evaluations and mine
development services for the Company with regard to the various mining properties/rights owned by the Company. Terms of services and
compensation will be determined for each project undertaken by USMC.

 On
October 12, 2018, the Board approved a material supply agreement with USMC, a related party, pursuant to which USMC will provide designated
natural resources to the Company at predetermined prices (see Note 12).

 Note
10 - STOCKHOLDERS' EQUITY

 On
May 19, 2022, the Company entered into an agreement with Newbridge Securities Corporation ("Newbridge"), pursuant to which
Newbridge will provide investment banking and corporate advisory services to the Company. As consideration therefor, the Company issued
Newbridge 300,000 shares of common stock on June 17, 2022 which shares are subject to a 12-month lockup from the date of issuance. The
shares were issued at a fair value of $ 0.35 per share.

 On
July 7, 2022, $ 2,464,261 in principal and $ 108,910 in accrued interest of related party debt were converted into 23,741,654 shares.

 On
August 11, 2022, 8,669,400 shares were surrendered back to the Company in a settlement agreement.

 On
February 27, 2023, 300,000 were surrendered back to the Company in a settlement agreement.

 On
May 25, 2023, the Company issued 80,000 shares of common stock to Dr. Kimberly Kurtis, a board member, in exchange for $ 12,000 in accrued
board compensation.

 On
May 25, 2023, the Company issued 230,000 shares of common stock to Jeffrey Guzy, a board member, in exchange for $ 24,000 in accrued board
compensation.

 On
June 9, 2023, effective April 8, 2023, the Company entered into a one-year advisory agreement with Dr. Karen Scrivener ("Scrivener
Agreement") pursuant to which Dr. Scrivener will provide certain strategic advisory services to the Company. As compensation therefor,
on June 9, 2023, Dr. Scrivener was issued 100,000 shares of the Company's common stock at a fair value of $ 0.08 per share.

 Note
11 – STOCK-BASED COMPENSATION

 The
Company accounted for its stock-based compensation in accordance with the fair value recognition provisions of FASB ASC Topic 718.

 2017
Equity Incentive Plan

 On
November 10, 2017 the Board approved the 2017 PureBase Corporation Stock Option Plan which is intended to be a qualified stock option
plan (the "Option Plan"). The Board reserved 10,000,000 shares of the Company's common stock to be issued to employees
and board members pursuant to options granted under the Option Plan. The Option Plan was subsequently approved by shareholders on September
28, 2018. As of November 30, 2023, options to purchase an aggregate of 4,268,787 shares of common stock have been granted to employees
and board members under the Option Plan.

 The
Company has also granted options to purchase an aggregate of 500,000 shares of common stock pursuant to employment contracts with certain
employees prior to the adoption of the Option Plan.

 F- 21

 On
June 3, 2022, in conjunction with the settlement agreement with Agregen, Robert Hurtado, James Todd Gauer and John Gingerich (see Note
8), the Company granted James Todd Gauer the option to purchase 8,669,400 shares of common stock, the equivalent number of common shares
surrendered to the Company, at an exercise price of $ 2.50 and a fair value of $ 1,856,151. The options vest immediately. The options were
valued using the Black-Scholes option pricing model under the following assumptions as found in the table below.

 On
August 26, 2022, the Company granted options to purchase an aggregate of 2,223,787 shares of common stock to members of the Board, consultants
and employees for services to be performed. The options were issued at an exercise price of $ 0.24 and a total fair value of $ 522,411.
The options vest immediately. The options were valued using the Black-Scholes option pricing model under the following assumptions as
found in the table below.

 On
April 8, 2023, the Company granted a director an option to purchase 350,000 shares of the Company's common stock at an exercise
price of $ 0.10 per share and a fair value of $ 26,623. These options vest immediately. The option was valued using the Black-Scholes option
pricing model under the following assumption as found in the table below.

 On
August 10, 2023, the Company granted a director an option to purchase 200,000 shares of the Company's common stock at an exercise
price of $ 0.15 per share and a fair value of $ 17,987. These options vest immediately. the option was valued using the Black-Scholes option
pricing model under the following assumption as found in the table below.

 On
September 13, 2023, the Company granted a director an option to purchase 200,000 shares of the Company's common stock at an exercise
price of $ 0.15 per share and a fair value of $ 16,267. These options vest immediately. The option was valued using the Black-Scholes option
pricing model under the following assumptions:

 SCHEDULE OF BLACK-SCHOLES OPTION PRICING MODEL ASSUMPTIONS

 Date

 Number of Options

 Stock Price

 Strike Price

 Expected Volatility

 Risk-free Interest Rate

 Dividend Rate

 Expected

 Term

 Fair Value

 06/03/2022

 8,669,400

 $
 0.22

 $
 2.50

 274.50
 %

 2.95
 %

 0.00
 %

 $
 1,856,151

 08/26/2022

 1,734,615

 $
 0.24

 $
 0.24

 269.24
 %

 3.20
 %

 0.00
 %

 $
 411,668

 08/26/2022

 242,424

 $
 0.24

 $
 0.24

 276.76
 %

 3.20
 %

 0.00
 %

 3.0 years

 $
 57,264

 08/26/2022

 246,748

 $
 0.24

 $
 0.24

 207.37
 %

 3.20
 %

 0.00
 %

 2.5 years

 $
 53,479

 04/08/2023

 350,000

 $
 0.08

 $
 0.10

 202.26
 %

 3.72
 %

 0.00
 %

 $
 26,623

 08/10/2023

 $
 0.10

 $
 0.15

 201.69
 %

 4.47
 %

 0.00
 %

 $
 17,987

 09/13/2023

 $
 0.10

 $
 0.15

 198.67
 %

 4.64
 %

 0.00
 %

 $
 16,267

 The
Company granted options to purchase an aggregate of 750,000 and 10,893,187 shares of common stock during the fiscal years ended November
30, 2023 and 2022, respectively.

 The
weighted average grant date fair value of options granted and vested during the year ended November 30, 2023 was $ 60,877 and $ 10,982,523,
respectively. The weighted average grant date fair value of options granted and vested during the year ended November 30, 2022 was $ 1,477,537
and $ 30,525,346, respectively. The weighted average non-vested grant date fair value of non-vested options was $ 0 and $ 10,917,826 at
November 30, 2023 and November 30, 2022, respectively.

based stock option activity for qualified and unqualified stock options are summarized as follows:

 SCHEDULE OF STOCK OPTION ACTIVITY

 Weighted

 Average

 Exercise Price

 Outstanding at November 30, 2021

 117,795,000

 $
 0.39

 Granted

 10,893,187

 2.04

 Exercised

 -

 -

 Expired or cancelled

 -

 -

 Outstanding at November 30, 2022

 128,688,187

 0.53

 Granted

 750,000

 0.13

 Exercised

 -

 -

 Expired or cancelled

 -

 -

 Outstanding at November 30, 2023

 129,438,187

 $
 0.53

 F- 22

 The
following table summarizes information about options to purchase shares of the Company's common stock outstanding and exercisable
at November 30, 2023:

 SCHEDULE OF STOCK OPTION SHARES OUTSTANDING AND EXERCISABLE

 Weighted-

 Weighted-

 Average

 Average

 Range of

 Outstanding

 Remaining Life

 Exercise

 Number

 exercise prices

 Options

 In Years

 Price

 Exercisable

 $
 0.099

 0.64

 $
 0.099

 0.10

 995,000

 2.69

 0.10

 995,000

 0.12

 50,000

 4.82

 0.12

 50,000

 0.15

 4.75

 0.15

 0.24

 2,223,787

 3.41

 0.24

 2,223,787

 0.36

 2.70

 0.36

 0.38

 116,000,000

 4.84

 0.38

 116,000,000

 2.50

 8,669,400

 3.51

 2.50

 8,669,400

 3.00

 500,000

 2.25

 3.00

 500,000

 129,438,187

 4.68

 $
 0.53

 129,438,187

 The
compensation expense attributed to the issuance of the options is recognized as they are vested.

 The
stock options granted are exercisable over various terms from thee to ten years from the grant date and vest over various terms from
the grant date to five years.

 Total
compensation expense related to the options was $ 7,391,278 and $ 31,622,179 for the years ended November 30, 2023 and 2022, respectively.
As of November 30, 2023, there was no future compensation cost related to non-vested stock options.

 The
aggregate intrinsic value is $ 0 for total outstanding and exercisable options, which was based on our estimated fair value of the common
stock of $ 0.10 as of November 30, 2023, which is the aggregate fair value of the common stock that would have been received by the option
holders had all option holders exercised their options as of that date, net of the aggregate exercise price.

 NOTE
12 – RELATED PARTY TRANSACTIONS

 Bayshore
Capital Advisors, LLC

 On
February 26, 2016, the Company issued a promissory note in the principal amount of $ 25,000 with an interest rate of 6 % per annum to Bayshore
Capital, an affiliate through common ownership of a 10 % shareholder of the Company for working capital purposes. The note was payable
 August 26, 2016, or when the Company closes a bridge financing, whichever occurs first. As of November 30, 2022, the Company was in default
on this note. On February 4, 2023, Bayshore Capital agreed to cancel the $ 25,000 debt, plus $ 10,146 of accrued and unpaid interest.

 US
Mine Corporation

 The
Company entered into a contract mining agreement with USMC, a company owned by the majority stockholders of the Company, A. Scott Dockter
and John Bremer, pursuant to which USMC provides various technical evaluations and mine development services to the Company. During the
years ended November 30, 2023 and 2022, the Company made purchases of $ 84,502 and $ 136,759, respectively, from USMC. No services were
rendered by USMC for the three months and years ended November 30, 2023 and 2022. In addition, during the years ended November 30, 2023
and 2022, USMC paid $ 15,853 and $ 11,323 respectively, of expenses to the Company's vendors and creditors on behalf of the Company.
During the years ended November 30, 2023 and 2022 USMC made cash advances to the Company of $ 914,788 and $ 755,000, respectively, which
are recorded as part of due to affiliates on the Company's consolidated balance sheets. All amounts owed for services rendered,
expenses paid on behalf of the Company, and cash advances were converted into the Company's common stock pursuant to the September
5, 2019, Debt Exchange Agreement (See Note 6), the November 25, 2020, Securities Purchase Agreement (See Note 6) and the April 7, 2022,
Securities Purchase Agreement (See Note 6). The balance due to USMC was $ 0 and $ 0 at November 30, 2023 and 2022, respectively.

 F- 23

 USMC
Notes

 On
September 26, 2019, the Company entered into a securities purchase agreement with USMC pursuant to which USMC may purchase up to $ 1,000,000
of the Company's 5 % unsecured convertible two-year promissory notes in one or more closings. The notes are convertible into the
Company's common stock at a conversion price of $ 0.16 per share. As of April 7, 2022, USMC had purchased notes totaling $ 1,000,000
with maturity dates ranging from December 1, 2021, through November 25, 2022 (see Note 6). Interest expense on these notes totaled $ 20,756
and $ 50,000 for the years ended November 30, 2022 and 2021, respectively. On April 7, 2022, the December 1, 2019, January 1, 2020 and
February 1, 2020 notes were amended to extend the maturity dates to April 30, 2022. On April 7, 2022, USMC converted the aggregate outstanding
principal balance of $ 1,000,000 of the December 1, 2019, January 1, 2020, February 1, 2020 and December 1, 2020 notes, plus accrued interest
totaling $ 75,346 through such date, into 6,720,906 shares of the Company's common stock.

 On
November 25, 2020, the Company entered a securities purchase agreement with USMC pursuant to which USMC may purchase up to $ 2,000,000
of the Company's 5 % unsecured two-year promissory notes in one or more closings. The notes are convertible into the Company's
common stock at a conversion price of $ 0.088 per share. As of April 7, 2022, USMC has purchased notes totaling $ 1,579,769 with a maturity
date of March 17, 2023 (see Note 6). Interest expense on these notes totaled $ 8,800 and $ 20,490 for the years ended November 30, 2022
and 2021, respectively. On March 14, 2022, in connection with the November 25, 2020, securities purchase agreement with USMC, a related
party, the Company issued a convertible promissory note in the amount of $ 884,492 to USMC, with a maturity date of March 14, 2024. The
note bears interest at 5% per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company's
common stock, at any time at the option of the note holder, at a conversion price of $ 0.088 per share. Interest expense on this note
totaled $ 2,908 for the year ended November 30, 2022. On April 7, 2022, USMC converted the aggregate outstanding principal balance of
$ 1,464,337 of the November 25, 2020 note and March 14, 2022 note, plus accrued interest totaling $ 33,488 through such date, into 17,020,748

 On
August 30, 2022, in connection with the April 7, 2022, securities purchase agreement with USMC, a related party (see Note 6), the
Company issued a convertible promissory note in the amount of $ 470,862
to USMC, with a maturity date of August 30, 2024 ("Tranche #7"). The note bears interest at 5 %
per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company's common stock
per share. Total interest expense on Tranche #7 was approximately $ 23,543
for the year ended November 30, 2023. On January 31, 2024, USMC converted the outstanding principal of $ 470,862
and accrued interest as of January 31, 2024 of $ 33,476
into 1,293,175

 On
November 29, 2022, in connection with the April 7, 2022, securities purchase agreement with USMC, a related party (see Note 6), the
Company issued a convertible promissory note in the amount of $ 140,027
to USMC, with a maturity date of November 29, 2024 ("Tranche #8"). The note bears interest at 5 %
per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company's common stock
per share. Total interest expense on Tranche #8 was approximately $ 7,001
for the year ended November 30, 2023. On January 31, 2024, USMC converted the outstanding principal of $ 140,027
and accrued interest as of January 31, 2024 of $ 8,210
into 380,095

 On
February 28, 2023, in connection with the April 7, 2022, securities purchase agreement with USMC, a related party (see Note 6), the
Company issued a convertible promissory note in the amount of $ 308,320
to USMC, with a maturity date of February 28, 2025 ("Tranche #9"). The note bears interest at 5 %
per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company's common stock
per share. Total interest expense on Tranche #9 was approximately $ 11,615
for the year ended November 30, 2023. On January 31, 2024, USMC converted the outstanding principal of $ 308,320
and accrued interest as of January 31, 2024 of $ 14,233
into 827,059

 On
May 31, 2023, in connection with the March 20, 2023, securities purchase agreement with USMC, a related party (see Note 6), the
Company issued a convertible promissory note in the amount of $ 412,533
to USMC, with a maturity date of May 31, 2025 ("Tranche #10"). The note bears interest at 8 %
per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company's common stock
at any time at the option of the noteholder, at a conversion price of $ 0.10
per share. Total interest expense on Tranche #10 was approximately $ 16,547
for the year ended November 30, 2023. On January 31, 2024, USMC converted the outstanding principal of $ 412,533
and accrued interest as of January 31, 2024 of $ 22,152
into 4,346,855

 On
June 30, 2023, in connection with the March 20, 2023, securities purchase agreement with USMC, a related party (see Note 6), the
Company issued a convertible promissory note in the amount of $ 193,935
to USMC, with a maturity date of June 30, 2025 ("Tranche #11"). The note bears interest at 8 %
per annum which is payable on maturity. Amounts due under the note may be converted into shares of the Company's common stock
at any time at the option of the noteholder, at a conversion price of $ 0.10
per share. Total interest expense on Tranche #11 was approximately $ 6,503
for the year ended November 30, 2023. On January 31, 2024, USMC converted the outstanding principal of $ 193,935
and accrued interest as of January 31, 2024 of $ 9,139
into 2,030,738

 The
outstanding balance due on the above notes to USMC was $ 1,525,676 and $ 610,889 at November 30, 2023 and 2022, respectively.

 Line
of Credit – USMC

 On
July 10, 2023, the Company entered into a line of credit agreement and unsecured convertible grid promissory note with USMC. The July
10, 2023 line of credit agreement provides for the issuance of up to an aggregate of $ 1,000,000 of advances from USMC under an unsecured
convertible grid promissory note (See Note 6) until July 2024. The note bears interest at 8 % per annum and any outstanding principal
or accrued interest under the note is convertible into shares of the Company's common stock at a conversion price of $ 0.10 per
share on the maturity date. As of November 30, 2023, there have been $ 346,735 advances from USMC under the July 10, 2023 line of credit
agreement. As of November 30, 2023, the accrued interest on the July 10, 2023 line of credit was $ 6,784.

 F- 24

 USMC
Mining Agreements

 On
April 22, 2020, the Company entered into a Material Supply Agreement (the "Supply Agreement") with USMC which amended
the prior Materials Supply Agreement entered into on October 12, 2018. Under the terms of the Supply Agreement, all kaolin clay
purchased by the Company from USMC under the Supply Agreement must be used exclusively for agricultural products and supplementary
cementitious materials. The Company will pay $ 25
per ton for the kaolin clay for supplementary cementitious materials and $ 145
per ton for bagged products for clay for agriculture (in each case plus an additional $ 5
royalty fee per ton). The Supply Agreement also provides that if USMC provides pricing to any other customer which is more favorable
than that provided to the Company, USMC will adjust the cost to the Company to conform to the more favorable terms. The initial term
of the Supply Agreement is three years, which automatically renews for three successive one-year terms, unless either party provides
notice of termination at least sixty days prior to the end of the then current term. Either party has the right to terminate the
Supply Agreement for a material breach which is not cured within 90 days. For the years ended November 30, 2023 and 2022, the
Company purchased $ 80,601
and $ 108,686,
respectively, under the Supply Agreement. Since April 22, 2020, the Company has purchased $ 501,262
of materials under the Supply Agreement.

 US
Mine LLC

 On
May 27, 2021, the Company entered into the Materials Extraction Agreement with US Mine, LLC, pursuant to which the Company acquired the
right to extract up to 100,000,000 of certain raw clay materials. The Materials Extraction Agreement is effective until 100,000,000 tons
of material are extracted. As compensation for such right, the Company issued a ten-year convertible promissory note in the principal
amount of $ 50,000,000 to US Mine, LLC (the "US Mine Note"). The US Mine Note bears interest at the rate of 2.5 % per annum
which is payable upon maturity. Amounts due under the US Mine Note may be converted into shares of the Company's common stock at
the option of the noteholder, at a conversion price of $ 0.43 per share. The noteholder may convert (i) up to 50% of the outstanding balance
on or after such date as the Company's common stock is listed for trading on any national securities exchange, (ii) up to an additional
25% of the outstanding balance on or after the six-month anniversary of such initial trading date, and (iii) the remaining 25% on or
after the twelve-month anniversary of such initial trading date. In addition, the Company will pay US Mine, LLC a royalty fee of $5.00
per ton of materials extracted and any royalty not paid in a timely manner with be subject to 15% interest per annum and compounded monthly.

 On
October 6, 2021, and prior to consummation of activities under the Materials Extraction Agreement, the Company and US Mine, LLC executed
an amendment to the Materials Extraction Agreement (the "Amendment"). Pursuant to the Amendment, the US Mine Note was retroactively
rescinded, ab initio and an option to purchase an aggregate of 116,000,000 shares of the Company's common stock at an exercise
price of $ 0.38 per share until April 6, 2028, was issued to US Mine, LLC as compensation. Shares subject to the option vested as to 58,000,000
shares on April 6, 2022, 29,000,000 shares on October 6, 2022, and 29,000,000 shares will vest on April 6, 2023. This agreement was further
amended and restated in June 2022, with the same option purchase, vesting and exercise schedule. For the year ended November 30, 2023,
the Company expensed $ 7,278,550 in stock-based compensation expense related to the issuance of the 116,000,000 options issued to USMC.

 Transactions
with Officers

 On
August 31, 2017, the Company issued a note in the amount of $ 197,096
to A. Scott Dockter, President, Chief Executive Officer and a director of the Company, to consolidate the total amounts due to Mr.
Dockter. The note bears interest at 6 %
and is due upon demand. During the years ended November 30, 2023 and 2022, the Company paid $ 20,000
and $ 30,000,
respectively, towards the outstanding balance of the note. The balance on the note was $ 8,716
and $ 28,716
as of November 30, 2023 and 2022, respectively. Total interest expense on the note was $ 899
and $ 2,770
for the years ended November 30, 2023 and 2022, respectively.

 F- 25

 Convertible
Debt – Board of Directors

 On
April 8, 2021, the Company entered into the Guzy Director Agreement (see Note 6) pursuant to which Mr. Guzy will serve as a director
of the Company, which agreement will automatically renew for successive one-year terms unless either party notifies the other of its
desire not to renew the Agreement within 30 days of the expiration of the then current term. As compensation therefor, Mr. Guzy is entitled
to a cash fee of $ 1,000 per month which accrues as 0 % debt to the Company until the Company has its first cash-flow positive month. Any
amounts owed to Mr. Guzy at the Renewal Date or upon Mr. Guzy' resignation or removal will be converted into common stock at a
price per share equal to market price on the exchange or trading market where such stock is then traded or quoted or the VWAP of the
common stock for the 20-days immediately preceding the Renewal Date or the Termination Date, as the case may be. Mr. Guzy was also issued
a five-year stock option to purchase 250,000 shares of common stock at an exercise price of $ 0.24. The Agreement also includes a non-competition
provision during the term of the Agreement and for twelve months thereafter.

 On
August 13, 2021, the Company entered into the Kurtis Director Agreement (see Note 6) pursuant to which Dr. Kurtis will provide up to
five hours per month of board services, which agreement will automatically renew for successive one-year terms unless either party notifies
the other of its desire not to renew the Agreement within 30 days of the expiration of the then current term. As compensation therefor,
Dr. Kurtis is entitled to a cash fee of $ 1,000 per month which accrues as debt to the Company until the Company has its first cash-flow
positive month. Any amounts owed to Dr. Kurtis at the Renewal Date or upon Dr. Kurtis' resignation or removal will be converted
into common stock at a price per share equal to market price on the exchange or trading market where such stock is then traded or quoted
or the VWAP of the common stock for the 20-days immediately preceding the Renewal Date or the Termination Date, as the case may be. Dr.
Kurtis was also issued a five-year stock option to purchase 200,000 shares of common stock at $ 0.15. The Agreement includes a non-competition
provision during the term of the Agreement and for twelve months thereafter. As of November 30, 2023, the Company has debt in the amount of $ 16,000 owed to Dr. Kurtis.

 On
September 11, 2023, the Company entered into the Barto Agreement (see Note 6) pursuant to which Mr. Barto agrees to devote as much time
as is necessary to perform completely the duties as a Director. Mr. Barto shall be notified within 30 days before the end of the twelve
months whether his contract shall be renewed under the same terms of compensation. As compensation therefor, Mr. Barto is entitled to
a cash fee of $ 1,000 per month which accrues as debt to the Company until the Company has its first cash-flow positive month. Any amounts
owed to Mr. Barto at the Renewal Date or the Termination Date will be converted into common stock at the lower price of $ 0.15 per share
or the market price on the exchange or trading market where such stock is then traded or quoted or the VWAP of the common stock for the
20-days immediately preceding the Renewal Date or the Termination Date, as the case may be. Mr. Barto was also issued a five-year stock
option to purchase 200,000 shares of common stock at $ 0.15. The Agreement includes a non-competition provision during the term of the
Agreement and for twelve months thereafter. As of November 30, 2023, the Company has debt in the amount of $ 3,000 owed to Mr. Barto.

 On
June 9, 2023, effective April 8, 2023, the Company entered into the Scrivener Agreement pursuant to which Dr. Scrivener will provide
certain strategic advisory services to the Company. As compensation therefor, Dr. Scrivener was issued 100,000 shares of the Company's
common stock on June 9, 2023, at a fair value of $ 0.08 per share.

 Leases

 On
October 1, 2020, the Company entered into a two-year lease agreement for its office space with USMC with a monthly rent of $ 1,500 (See
Note 7). The lease was amended to extend the lease for an additional two-year term effective November 1, 2022 and to add an additional
 700 square feet of office space for a total monthly rental price of $ 3,500 per month.

 NOTE
13 – CONCENTRATION OF CREDIT RISK

 Cash
Deposits

 Financial
instruments that potentially subject the Company to concentrations of credit risk consist principally of cash deposits. Accounts at each
institution are insured by the Federal Deposit Insurance Corporation ("FDIC") up to $ 250,000. As of November 30, 2023 and
2022, the Company had no deposits in excess of the FDIC insured limit.

 Revenues

 Four
customers accounted for 99 % of total revenue for the fiscal year ended November 30, 2023, as set forth below:

OF CONCENTRATION OF CREDIT RISK

 Customer A

 %

 Customer B

 %

 Customer C

 %

 Customer D

 %

 Four
customers accounted for 99 % of total revenue for the year ended November 30, 2022, as set forth below:

 Customer A

 %

 Customer B

 %

 Customer C

 %

 Customer D

 %

 F- 26

 Accounts
Receivable

 The
Company did not have any accounts receivable as of November 30, 2023 and November 30, 2022.

 Vendors

 One
supplier, a related party, accounted for 100 %
of purchases as of November 30, 2023.

 One
supplier, a related party, accounted for 100 %
of purchases as of November 30, 2022.

 NOTE
14 – INCOME TAXES

 The
Company identified its federal and California state tax returns as its "major" tax jurisdictions. The periods the Company's
income tax returns are subject to examination for these jurisdictions are calendar year 2018 through 2023. The Company believe its income
tax filing positions and deductions will be sustained on audit, and the Company does not anticipate any adjustments that would result
in a material change to its financial position. Therefore, no liabilities for uncertain tax positions have been recorded.

 At
November 30, 2023, the Company had available net operating loss carry-forwards for federal income tax reporting purposes of $ 12,933,849
which are available to offset future taxable income. As a result of the Tax Cuts Job Act 2017, certain of these carry-forwards do not
expire. The Company has not performed a formal analysis, but it believes its ability to use such net operating losses and tax credit
carry-forwards is subject to annual limitations due to change of control provisions under Sections 382 and 383 of the Internal Revenue
Code, which significantly impacts its ability to realize these deferred tax assets.

 The
Company's net deferred tax assets, liabilities and valuation allowance as of November 30, 2023 and 2022 are summarized as follows:

OF NET DEFERRED TAX ASSETS AND LIABILITIES

 2023

 2022

 Year Ended November 30,

 2023

 2022

 Deferred tax assets:

 Net operating loss carryforwards

 $
 3,260,600

 $
 2,692,900

 Total deferred tax assets

 3,260,600

 2,692,900

 Valuation allowance

 ( 3,260,600
)

 ( 2,692,900
)

 Net deferred tax assets

 $
 -

 $
 -

 The
Company records a valuation allowance in the full amount of its net deferred tax assets since realization of such tax benefits has been
determined by management to be less likely than not. The valuation allowance increased $ 567,700 during the year ended November 30, 2023.
The valuation allowance decreased $ 2,266,900 during the year ended November 30, 2022.

 A
reconciliation of the statutory federal income tax benefit to actual tax benefit for the years ended November 30, 2023 and 2022, is as
follows:

OF RECONCILIATION OF FEDERAL INCOME TAX BENEFIT

 2023

 2022

 Federal statutory blended income tax rates

 ( 21
)%

 ( 21
)%

 State statutory income tax rate, net of federal benefit

 ( 7
)

 ( 7
)

 Change in valuation allowance

 Other

 Effective tax rate

 -
 %

 -
 %

 To
date, the Company has not filed its 2023 federal and state corporate income tax returns. The Company expects to make these filings as
soon as practicable.

 NOTE
15 – SUBSEQUENT EVENTS

 In
accordance with ASC 855, Subsequent Events, which establishes general standards of accounting for and disclosure of events that
occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events and transactions
that occurred after November 30, 2023 through the date the consolidated financial statements were available for issuance. During this
period the Company did not have any material reportable subsequent events other than those reported below.

 On
January 31, 2024, USMC converted the outstanding principal and accrued interest of notes payable into shares of
the Company's common stock as follows:

 The August 30, 2022 note
 (Tranche #7) principal
 of $ 470,862 and
 accrued interest through January 31, 2024 of $ 33,476 into 1,293,175 shares

 The
November 29, 2022 note (Tranche #8) principal of $ 140,027
 and accrued interest through January 31, 2024
of $ 8,210
into 380,095
shares

 The February 28, 2023 note
 (Tranche #9) principal of $ 308,320 and accrued interest through January 31, 2024 of $ 14,233 into 827,060 shares

 The May 31, 2023 note
 (Tranche #10) principal of $ 412,533 and
 accrued interest through January 31, 2024 of $ 22,152
 into 4,346,855 shares

 The June 30, 2023 note
 (Tranche #11) principal of $ 193,935 and
 accrued interest through January 31, 2024 of $ 9,139 into 2,030,738 shares.

 On
February 6, 2024, the Company agreed to pay $ 618,000
in six equal monthly payments of $ 103,000
each with the first payment on February 8, 2024 in regards to the Calvanico Claim (see Note 9).

 F- 27