Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective August 10, 2021, Dr. Kimberly Kurtis was appointed to serve on the
Board of Directors of Purebase Corporation (the "Company") as an independent
member.
Dr. Kurtis, age 49, is an Associate Dean and a professor in the School of Civil
and Environmental Engineering at Georgia Institute of Technology ("Georgia
Tech"). 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 she received a M.S. in 1995 and PhD in 1998 in
Civil Engineering from the University of California at Berkeley, where she 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 selected as a director for, among other things, her expertise in
the development of supplementary cementitious materials.
The Company entered into a twelve-month director agreement with Dr. Kurtis,
effective August 13, 2021 (the "Agreement"), which will automatically renew
unless Dr. Kurtis gives 30 days prior notice of her desire not to renew the
Agreement. Pursuant to the Agreement, Dr. Kurtis will be paid $1,000 per month
for serving as a director, which shall accrue as debt until the Company has its
first cash flow positive month. At the completion of the term of the Agreement
or if Dr. Kurtis has been removed or resigned, any accrued amount owed will be
paid in shares of the Company's common stock at the lower of $0.15 per share or
the 20-day volume weighted average price from the date of termination or
resignation.
On August 13, 2021, Dr. Kurtis was granted a five-year option to purchase
200,000 shares of the Company's common stock at an exercise price of $0.36 per
share pursuant to an option agreement with the Company (the "Option Agreement").
Shares subject to the option become exercisable one year from the date of grant.
There are no arrangements or understandings between Dr. Kurtis and any other
person pursuant to which she was appointed as a director of the Company. There
are no family relationships between Dr. Kurtis and any of the Company's other
officers or directors, or transactions since January 1, 2021, or any currently
proposed transaction, in which the Company is a participant, the amount involved
exceeds $120,000, and in which Dr. Kurtis had, or will have, a direct or
indirect material interest, other than as described above.
The foregoing description of the Agreement and the Option Agreement is qualified
in its entirety by reference to the full text of the Agreement and the Option
Agreement, copies of which are attached hereto as Exhibit 10.15 and Exhibit
10.16, respectively, and are incorporated herein in their entirety by reference.
Item 7.01 Regulation FD Disclosure.
On August 13, 2021, the Company issued a press release announcing the
appointment of Dr. Kurtis as a director. A copy of the press release is filed as
Exhibit 99.1 to this Report and incorporated herein by reference.
The information in this Item 7.01 of this Report, including Exhibit 99.1
attached hereto, is being furnished and shall not be deemed "filed" for the
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), nor shall it be deemed incorporated by reference in any of the
Company's filings under the Securities Act, or the Exchange Act, whether made
before or after the date hereof, except as shall be expressly set forth by
specific reference to this Report in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description of Exhibit
10.15 Director Agreement, dated as of August 13, 2021, between the
Company and Kimberly Kurtis
10.16 Option Agreement, dated August 13, between the Company and
Kimberly Kurtis
99.1 Press Release dated August 13, 2021
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PUREBASE CORPORATION 
