Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported) November 15, 2023

NEVADA CANYON GOLD CORP.

(Exact Name of Registrant as Specified in its Charter)

Nevada

000-55600

46-5152859

(State or other jurisdiction

of incorporation)

(Commission

File number)

(IRS Employer

Identification No.)

5655 Riggins Court, Suite 15, Reno, NV 89502

(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code (888) 909-5548

(Former name or former address, if changed since last report.)

Copies to:

Janus Capital Law Group

Attn.: Deron Colby, Esq.

22 Executive Park, Suite 250

Irvine, California 92614

Phone: (949) 633-8965

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value		NGLD		OTC Markets (Pinks)

ITEM 7.01 REGULATION FD DISCLOSURE

On November 15, 2023, the Company issued a news release announcing it has raised through a Tier 2 Regulation A+ public offering gross proceeds of approximately $10,000,000 (the “Offering”) with the issuance of 12,500,000 units (the “Units”) of the Company at a price of $0.80 per Unit.

Each unit consisted of one (1) restricted common share (“Share”) and one (1) share purchase warrant (“Warrant”) exercisable by the warrant holder to acquire one (1) additional Share at an exercise price of $1.20 for a period of 24 months from date of each closing. The common shares issued in connection with the Offering’s units are subject to a six-month lockup from the date of issuance.

A copy of the news release is attached as Exhibit 99.1 hereto.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.		Description

99.1		News Release dated November 15, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

NEVADA CANYON GOLD CORP.

By:	/s/ Alan Day
	Alan Day
	President and Chief Executive Officer

Date: November 15, 2023

Exhibit 99.1

5655 Riggins Court, Suite 15

Reno, NV 89502

Tel : 888 909-5548

Fax : 888 909-1033

Trading Symbol OTCMKTS: NGLD

NEWS RELEASE

Nevada Canyon Gold Corp Announces Closing of Regulation A+ Offering

Reno, Nevada, November 15, 2023 - Nevada Canyon Gold Corp. (OTC Markets: NGLD) (The Company or Nevada Canyon) is pleased to announce that it has raised through a Tier 2 Regulation A+ public offering gross proceeds of approximately $10,000,000 (the “Offering”) with the issuance of 12,500,000 units (the “Units”) of the Company at a price of $0.80 per Unit. No subscriptions were accepted after September 27, 2023 and the Company has completed all customary closing conditions and final documentation to close the Offering.

Each unit consists of one (1) restricted common share (“Share”) and one (1) share purchase warrant (“Warrant”) exercisable by the warrant holder to acquire one (1) additional Share at an exercise price of $1.20 for a period of 24 months from date of each closing. The common shares issued in connection with the Offering’s units are subject to a six-month lockup from the date of issuance.

The proceeds from the Offering will be used for future acquisitions, fund work on the Company’s mineral properties and for general working capital purposes.

“Today marks an important milestone in our Company’s journey, as we are funded to execute our plan to purchase targeted royalties, stream financings and exploration accelerator properties we have identified,” said Jeffrey A Cocks, Chairman of Nevada Canyon. “We can now focus on strategic deployment of capital on value added acquisitions.”

In connection with the above Offering, Digital Offering, LLC, a FINRA/SIPC Member, provided broker-dealer coverage in all 50 states, including the review of all investor information and subscription agreements. Equifund LLC acted as the technology platform for the Offering for gathering investor information for subscription agreements, including KYC (“Know Your Customer”) data, AML (“Anti Money Laundering”) and other compliance background checks.

About Nevada Canyon Gold Corp.

Nevada Canyon Gold Corp. is a US-based natural resource company headquartered in Reno, Nevada. The Company has a large, strategic land position and royalties in multiple projects, within some of Nevada’s highest-grade historical mining districts offering year around access and good infrastructure in proven and active mining districts. The Company has a three-fold business model; i) mineral royalty creation and acquisition; ii) precious-metals and exploration streaming; and iii) exploration Project accelerator.

For further information please contact:

Corporate Communications

Larry Heuhert

Tel: 1-888 909-5548 Ext. 2

Email: ir@nevadacanyongold.com

Web: www.nevadacanyongold.com.

Forward-Looking Statements

The information posted in this release may contain forward-looking statements. The statements contained in this press release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. You can identify these statements by use of the words “may,” “will,” “should,” “plans,” “expects,” “anticipates,” “continue,” “estimate,” “project,” “intend,” and similar expressions. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. These risks and uncertainties include, but are not limited to, general economic and business conditions, effects of continued geopolitical unrest and regional conflicts, competition, changes in technology and methods of exploration, delays in completing various engineering and exploration programs, and any potential results from such programs. Specifically, forward-looking statements in this news release include statements with respect to the potential mineralization and geological merits of the Company properties and various other factors beyond the Nevada Canyon Gold Corp.’s control. The Company’s actual results could differ materially from those discussed in this press release. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events except as required by applicable securities legislation. Investors are advised to carefully review the reports and documents that Nevada Canyon Gold Corp. files from time to time with the SEC, including its Annual Form 10K for the fiscal year ended December 31, 2022, Quarterly Reports and Current Reports.

Cover	Nov. 15, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 15, 2023
Entity File Number	000-55600
Entity Registrant Name	NEVADA CANYON GOLD CORP.
Entity Central Index Key	0001605481
Entity Tax Identification Number	46-5152859
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	5655 Riggins Court
Entity Address, Address Line Two	Suite 15
Entity Address, City or Town	Reno
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89502
City Area Code	888
Local Phone Number	909-5548
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	NGLD