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

Exhibit 10.1

Second Amendment to Materials Extraction Agreement

This Amendment to Materials Extraction Agreement (this “Second Amendment”) is entered into and effective as of November 1, 2023 (“Effective Date”), by and between Purebase Corp. (“Purebase”), a corporation organized under the laws of the State of Nevada with offices located at 8631 State Highway 124, P.O. Box 757, lone, California 95640 and US Mine, LLC (“US Mine”), a California limited liability company with offices located at 8625 State Highway 124, lone, P.O. Box 580 California 95640. Purebase and US Mine are collectively referred to herein as the “Parties” and individually as a “Party.”

RECITALS

WHEREAS, effective as of May 27, 2021, the Parties executed and delivered a Materials Extraction Agreement (the “Agreement”) with respect to the acquisition by Purebase of certain rights to extract supplementary cementitious material (SCM) including kaolin (“Materials”), construct a Metakaolin Plant and to process the SCM into metakaolin on property owned by US Mine (capitalized terms used in this Amendment not otherwise defined shall have the meanings ascribed to such terms in the Agreement), and

WHEREAS effective as of October 6, 2021 the Parties executed and delivered an Amendment to the Agreement (“First Amendment”) which amended the Purchase Price as set forth in Section 2 of the Agreement, and

WHEREAS, the First Amendment was Amended and Restated effective as of June 17, 2022 to clarify the cancellation of the Promissory Note referred to therein, and

WHEREAS, the Parties desire to further amend the Agreement on the terms and provisions contained herein.

NOW, THEREFORE, in consideration of the premises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

TERMS

1. Incorporation of Recitals. The Recitals set forth above are a material part of this Amendment and are incorporated herein by this reference.

2. Purchase Price. The previously amended Section 2 of the Agreement shall be deleted in its entirety and replaced with the following:

“Purebase shall pay US Mine a royalty equal to $20.00 for each ton of Materials extracted from the Properties (the “Production Royalty”). The Production Royalty shall be paid each month, commencing after the first full month in which Materials are extracted, for the aggregate amount of Production Royalty due for the previous month. Purebase shall pay the amount of the Production Royalty due for the previous month no later than the 20th day following the end of each monthly period. Failure of Purebase to pay for any monthly period in which a Production Royalty is due shall constitute a breach of this Agreement. Any unpaid Production Royalty shall remain a liability of Purebase until paid in full.

Purebase shall prepare a Monthly Production Report which shall be submitted to US Mine, at the address set forth above, for each month that the Agreement is in effect. This report shall be sent to US Mine no later than the 20th day of the following month in which the Materials were removed from the Properties. Production shall be verified each year following the anniversary date of the contract or at the contract’s termination, in an Annual Production Report. Purebase shall retain at its place of business records of all production from Mining Activities on the Properties including records of all removal and processing of Materials from the Properties (“Records”). US Mine may inspect the Records at any time upon reasonable notice to Purebase.

3. Option Shares. Upon execution and delivery of this Second Amendment, the Parties agree and acknowledge that the 116,000,000 Option Shares granted in the First Amendment shall be cancelled in their entirety and shall have no further force and effect.

4. Amendment. Except as expressly modified by the First Amendment (to the extent not superseded by this Amendment) and this Second Amendment, all terms and conditions of the Agreement shall remain in full force and effect and are hereby in all respects ratified and affirmed. All references to the Agreement hereafter shall be deemed to refer to the Agreement, as amended by the First Amendment (to the extent not superseded by this Amendment) and this Second Amendment.

5. Miscellaneous Provisions.

(a) Binding Effect. This Second Amendment is binding upon, and inures to the benefit of, each Party hereto and its directors, officers, employees, agents, representatives, affiliates, assigns, and successors.

(b) Non-Waiver. Neither Party shall be deemed, by any act of omission or commission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by that Party, and then only to the extent specifically set forth in writing. A waiver with reference to one event shall not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event.

(c) Severability. If any provision of this Second Amendment is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of the Amendment will continue in full force and effect without being impaired or invalidated in any way and will be construed in accordance with the purposes and intent of this Second Amendment as set forth by the Parties.

(d) Interpretation. Each Party acknowledges that it has participated in the drafting of this Second Amendment, and any applicable rule of construction to the effect that ambiguities are to be resolved against the drafting Party will not be applied in connection with the construction or interpretation of this Second Amendment.

(e) Opportunity to Consult Counsel. Each Party represents to the other that it has had an opportunity to have this Second Amendment reviewed by legal counsel of its choosing and has done so to its satisfaction, that it has had a full opportunity to review the terms of this Second Amendment, that it fully understands the legal effect of each provision of this Second Amendment, and that it has willingly consented to the terms of this Second Amendment.

(f) Further Acts. Each party agrees to perform any further acts and to execute and deliver any documents which may be reasonably necessary to carry out the provisions of this Second Amendment.

(g) Governing Law. This Second Amendment shall be governed by and interpreted in accordance with the laws of the State of California, excluding any choice of law provisions.

(h) Jurisdiction; Venue. Any action taken to enforce this Second Amendment shall be maintained in the Superior Court of Amador County, California. The parties expressly consent to the jurisdiction of said court and agree that said court shall be a proper venue for any such action.

(i) Mutual Representations. Each Party hereby represents and warrants to the other: that it has full corporate power and authority and is duly authorized under applicable law, its articles of incorporation and its by-laws, to own its properties and to conduct its business as presently conducted and as herein contemplated, and to enter into and perform this Second Amendment in accordance with the terms hereof; and that neither such entering into nor such performance violates or will violate such articles of incorporation or by-laws or any agreement or other instrument, or any federal, state or local law, regulation or ordinance applicable to such Party or by which it is bound. Purebase acknowledges that certain members of its board of directors hold an ownership interest in each Party and as a result have a personal financial interest in the transaction contemplated by the Agreement and this Second Amendment. Purebase has obtained the approval or unanimous consent of the transactions contemplated by this Second Amendment from its disinterested directors, each of whom have been fully advised of and provided with the details concerning the nature of the common ownership and personal interests of the interested directors in accordance with Section 78.140 of the Nevada Revised Statutes.

(j) Modifications Must Be Made in Writing. This Second Amendment may not be modified, altered, or changed in any manner whatsoever except by a written instrument duly executed by authorized representatives of the Parties.

(k) Counterparts. This Second Amendment may be executed in two or more counterparts, each of which is an original, but all of which together will be deemed to be one and the same instrument. Electronically reproduced and/or transmitted signatures are equivalent to original signatures for all purposes hereof.

IN WITNESS WHEREOF, the Parties have executed this Second Amendment as of the Effective Date.