Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On September 24, 2025, Purebase Corporation, a Nevada corporation (the "Company"), entered into a securities purchase agreement with Vanquish Funding Group Inc., a Virgina corporation ("Vanquish"), pursuant to which the Company issued to Vanquish a promissory note (the "Note") in the principal amount of $123,050 (including $16,050 of original issue discount) and received funds of $100,000 after legal fees of $2,500 and a due diligence fee of $4,500. Upon an event of default the Note is convertible into shares of common stock of the Company ("Conversion Shares"), subject to a 4.99% beneficial ownership limitation, at a 35% discount to the share price of the common stock. The Note bears interest at 12% which interest rate increases to 22% if not timely paid. The Note matures on July 30, 2026. Under the Note, $68,908 is payable on March 30, 2026 and $17,227 is payable on each of March 30, 2026, April 30, 2026, May 30, 2026, June 30, 2026 and July 30, 2026.

The foregoing description of the Securities Purchase Agreement and Note is qualified in its entirety by reference to the full text of such documents, copies of which are attached to this report as Exhibits 10.1, and 10.2, respectively, and are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

When issued in accordance with the Note, the Conversion Shares will be exempt from registration under Section 4(a)(2) as promulgated by the SEC under of the Securities Act, as transactions by an issuer not involving a public offering.