0001605481 false Q2 --12-31 0001605481 2023-01-01 2023-06-30 0001605481 2023-08-11 0001605481 2023-06-30 0001605481 2022-12-31 0001605481 us-gaap:RelatedPartyMember 2023-06-30 0001605481 us-gaap:RelatedPartyMember 2022-12-31 0001605481 2023-04-01 2023-06-30 0001605481 2022-04-01 2022-06-30 0001605481 2022-01-01 2022-06-30 0001605481 us-gaap:CommonStockMember 2021-12-31 0001605481 NGLD:ObligationToIssueSharesMember 2021-12-31 0001605481 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001605481 us-gaap:RetainedEarningsMember 2021-12-31 0001605481 2021-12-31 0001605481 us-gaap:CommonStockMember 2022-03-31 0001605481 NGLD:ObligationToIssueSharesMember 2022-03-31 0001605481 us-gaap:AdditionalPaidInCapitalMember 2022-03-31 0001605481 us-gaap:RetainedEarningsMember 2022-03-31 0001605481 2022-03-31 0001605481 us-gaap:CommonStockMember 2022-12-31 0001605481 NGLD:ObligationToIssueSharesMember 2022-12-31 0001605481 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001605481 us-gaap:RetainedEarningsMember 2022-12-31 0001605481 us-gaap:CommonStockMember 2023-03-31 0001605481 NGLD:ObligationToIssueSharesMember 2023-03-31 0001605481 us-gaap:AdditionalPaidInCapitalMember 2023-03-31 0001605481 us-gaap:RetainedEarningsMember 2023-03-31 0001605481 2023-03-31 0001605481 us-gaap:CommonStockMember 2022-01-01 2022-03-31 0001605481 NGLD:ObligationToIssueSharesMember 2022-01-01 2022-03-31 0001605481 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-03-31 0001605481 us-gaap:RetainedEarningsMember 2022-01-01 2022-03-31 0001605481 2022-01-01 2022-03-31 0001605481 us-gaap:CommonStockMember 2022-04-01 2022-06-30 0001605481 NGLD:ObligationToIssueSharesMember 2022-04-01 2022-06-30 0001605481 us-gaap:AdditionalPaidInCapitalMember 2022-04-01 2022-06-30 0001605481 us-gaap:RetainedEarningsMember 2022-04-01 2022-06-30 0001605481 us-gaap:CommonStockMember 2023-01-01 2023-03-31 0001605481 NGLD:ObligationToIssueSharesMember 2023-01-01 2023-03-31 0001605481 us-gaap:AdditionalPaidInCapitalMember 2023-01-01 2023-03-31 0001605481 us-gaap:RetainedEarningsMember 2023-01-01 2023-03-31 0001605481 2023-01-01 2023-03-31 0001605481 us-gaap:CommonStockMember 2023-04-01 2023-06-30 0001605481 NGLD:ObligationToIssueSharesMember 2023-04-01 2023-06-30 0001605481 us-gaap:AdditionalPaidInCapitalMember 2023-04-01 2023-06-30 0001605481 us-gaap:RetainedEarningsMember 2023-04-01 2023-06-30 0001605481 us-gaap:CommonStockMember 2022-06-30 0001605481 NGLD:ObligationToIssueSharesMember 2022-06-30 0001605481 us-gaap:AdditionalPaidInCapitalMember 2022-06-30 0001605481 us-gaap:RetainedEarningsMember 2022-06-30 0001605481 2022-06-30 0001605481 us-gaap:CommonStockMember 2023-06-30 0001605481 NGLD:ObligationToIssueSharesMember 2023-06-30 0001605481 us-gaap:AdditionalPaidInCapitalMember 2023-06-30 0001605481 us-gaap:RetainedEarningsMember 2023-06-30 0001605481 us-gaap:RestrictedStockMember 2023-01-01 2023-06-30 0001605481 us-gaap:RestrictedStockMember 2022-01-01 2022-06-30 0001605481 NGLD:ChairmanOfTheBoardChiefFinancialOfficerCFOAndFormerChiefExecutiveOfficerCEOAndPresidentMember us-gaap:RelatedPartyMember 2023-06-30 0001605481 NGLD:ChairmanOfTheBoardChiefFinancialOfficerCFOAndFormerChiefExecutiveOfficerCEOAndPresidentMember us-gaap:RelatedPartyMember 2022-12-31 0001605481 NGLD:CompanyControlledByTheChairmanOfTheBoardCFOAndFormerCEOAndPresidentMember us-gaap:RelatedPartyMember 2023-06-30 0001605481 NGLD:CompanyControlledByTheChairmanOfTheBoardCFOAndFormerCEOAndPresidentMember us-gaap:RelatedPartyMember 2022-12-31 0001605481 NGLD:CompaniesControlledByTheCurrentCEOPresidentAndDirectorMember us-gaap:RelatedPartyMember 2023-06-30 0001605481 NGLD:CompaniesControlledByTheCurrentCEOPresidentAndDirectorMember us-gaap:RelatedPartyMember 2022-12-31 0001605481 NGLD:MSMResourceLLCMember 2023-06-30 0001605481 NGLD:BelshazzarHoldingsLLCMember 2023-06-30 0001605481 NGLD:ChairmanOfTheBoardCFOAndFormerCEOAndPresidentMember 2023-04-01 2023-06-30 0001605481 NGLD:ChairmanOfTheBoardCFOAndFormerCEOAndPresidentMember 2022-04-01 2022-06-30 0001605481 NGLD:ChairmanOfTheBoardCFOAndFormerCEOAndPresidentMember 2023-01-01 2023-06-30 0001605481 NGLD:ChairmanOfTheBoardCFOAndFormerCEOAndPresidentMember 2022-01-01 2022-06-30 0001605481 srt:DirectorMember 2023-04-01 2023-06-30 0001605481 srt:DirectorMember 2022-04-01 2022-06-30 0001605481 srt:DirectorMember 2023-01-01 2023-06-30 0001605481 srt:DirectorMember 2022-01-01 2022-06-30 0001605481 NGLD:CEOPresidentAndDirectorMember 2023-04-01 2023-06-30 0001605481 NGLD:CEOPresidentAndDirectorMember 2022-04-01 2022-06-30 0001605481 NGLD:CEOPresidentAndDirectorMember 2023-01-01 2023-06-30 0001605481 NGLD:CEOPresidentAndDirectorMember 2022-01-01 2022-06-30 0001605481 NGLD:VPOfOperationsMember 2023-04-01 2023-06-30 0001605481 NGLD:VPOfOperationsMember 2022-04-01 2022-06-30 0001605481 NGLD:VPOfOperationsMember 2023-01-01 2023-06-30 0001605481 NGLD:VPOfOperationsMember 2022-01-01 2022-06-30 0001605481 NGLD:TargetMineralsIncMember 2023-06-30 0001605481 NGLD:OlinghouseProjectAgreementMember 2023-01-01 2023-06-30 0001605481 NGLD:PalmettoProjectAgreementMember 2023-01-01 2023-06-30 0001605481 NGLD:LeaseAgreementMember NGLD:TarsisResourcesUSIncMember 2017-08-01 2017-08-02 0001605481 NGLD:LeaseAgreementMember NGLD:TarsisResourcesUSIncMember 2017-08-02 0001605481 NGLD:LazyClaimsAgreementMember 2017-08-02 0001605481 NGLD:LomanClaimsMember 2019-12-31 0001605481 NGLD:LomanClaimsMember 2019-12-01 2019-12-31 0001605481 NGLD:AgaiPahPropertyAgreementMember NGLD:MSMResourceLLCMember 2021-05-18 2021-05-19 0001605481 NGLD:AgaiPahPropertyAgreementMember NGLD:MSMResourceLLCMember 2021-05-19 0001605481 NGLD:AgaiPahPropertyAgreementMember NGLD:MSMResourceLLCMember 2023-01-01 2023-06-30 0001605481 NGLD:AgaiPahPropertyAgreementMember NGLD:MSMResourceLLCMember 2021-11-04 2021-11-06 0001605481 NGLD:AgaiPahPropertyAgreementMember NGLD:MSMResourceLLCMember 2022-06-20 2022-06-20 0001605481 NGLD:AgaiPahPropertyAgreementMember NGLD:BelshazzarHoldingsLLCMember 2021-06-03 2021-06-04 0001605481 NGLD:BelshazzarPropertyAgreementMember NGLD:BelshazzarHoldingsLLCMember 2021-06-03 2021-06-04 0001605481 NGLD:AgaiPahPropertyAgreementMember NGLD:BelshazzarHoldingsLLCMember 2023-01-01 2023-06-30 0001605481 NGLD:AgaiPahPropertyAgreementMember NGLD:BelshazzarHoldingsLLCMember 2021-06-04 0001605481 NGLD:BelshazzarPropertyAgreementMember NGLD:BelshazzarHoldingsLLCMember 2021-11-06 2021-11-06 0001605481 NGLD:BelshazzarPropertyAgreementMember NGLD:BelshazzarHoldingsLLCMember 2022-06-20 2022-06-20 0001605481 NGLD:BelshazzarPropertyAgreementMember NGLD:BelshazzarHoldingsLLCMember 2023-01-01 2023-06-30 0001605481 NGLD:SwalesPropertyAgreementMember NGLD:WrightParksIIIMember 2021-12-26 2021-12-27 0001605481 NGLD:SwalesPropertyAgreementMember NGLD:WrightParksIIIMember 2023-01-01 2023-06-30 0001605481 NGLD:SwalesPropertyAgreementMember NGLD:WrightParksIIIMember 2021-12-27 0001605481 NGLD:SwalesPropertyAgreementMember NGLD:WrightParksIIIMember 2021-06-15 2021-06-15 0001605481 NGLD:SwalesPropertyAgreementMember NGLD:WrightParksIIIMember 2021-03-14 2021-03-14 0001605481 NGLD:OlinghouseProjectAgreementMember NGLD:TargetMineralsIncMember 2021-12-16 2021-12-17 0001605481 NGLD:OlinghouseProjectAgreementMember NGLD:TargetMineralsIncMember 2021-12-17 0001605481 NGLD:OlinghouseProjectAgreementMember 2021-12-18 2021-12-18 0001605481 NGLD:OlinghouseProjectAgreementMember NGLD:TargetMineralsIncMember NGLD:VolumeWeightedAveragePriceMember 2021-12-17 0001605481 NGLD:OlinghouseProjectAgreementMember NGLD:TargetMineralsIncMember NGLD:VolumeWeightedAveragePriceMember 2021-12-16 2021-12-17 0001605481 NGLD:OlinghouseProjectAgreementMember 2022-12-20 2022-12-23 0001605481 NGLD:PalmettoProjectAgreementMember 2022-01-25 2022-01-27 0001605481 NGLD:PalmettoProjectAgreementMember NGLD:SmoothrockVentureLLCMember 2022-01-25 2022-01-27 0001605481 NGLD:PalmettoProjectAgreementMember NGLD:SmoothrockVentureLLCMember 2022-02-05 2022-02-07 0001605481 NGLD:WalkerRiverResourcesCorpMember 2023-06-30 0001605481 NGLD:WalkerRiverResourcesCorpMember 2022-12-31 0001605481 NGLD:WalkerRiverResourcesCorpMember 2023-04-01 2023-06-30 0001605481 NGLD:WalkerRiverResourcesCorpMember 2022-04-01 2022-06-30 0001605481 NGLD:WalkerRiverResourcesCorpMember 2023-01-01 2023-06-30 0001605481 NGLD:WalkerRiverResourcesCorpMember 2022-01-01 2022-06-30 0001605481 srt:DirectorMember 2021-12-30 2021-12-30 0001605481 srt:DirectorMember 2021-12-29 2021-12-30 0001605481 srt:DirectorMember 2021-12-30 0001605481 srt:DirectorMember 2023-06-30 0001605481 srt:OfficerMember 2023-02-24 2023-02-24 0001605481 srt:OfficerMember 2023-02-24 0001605481 srt:OfficerMember 2023-06-30 0001605481 srt:OfficerMember 2023-01-01 2023-06-30 0001605481 NGLD:ConsultantMember 2023-02-24 2023-02-24 0001605481 NGLD:ConsultantMember 2023-02-24 0001605481 NGLD:ConsultantMember 2023-01-01 2023-06-30 0001605481 NGLD:ConsultantMember 2023-06-30 0001605481 NGLD:DirectorAndChiefExecutiveOfficerMember 2023-04-01 2023-06-30 0001605481 NGLD:DirectorAndChiefExecutiveOfficerMember 2022-04-01 2022-06-30 0001605481 NGLD:DirectorAndChiefExecutiveOfficerMember 2023-01-01 2023-06-30 0001605481 NGLD:DirectorAndChiefExecutiveOfficerMember 2022-01-01 2022-06-30 0001605481 srt:OfficerMember 2023-04-01 2023-06-30 0001605481 srt:OfficerMember 2022-04-01 2022-06-30 0001605481 srt:OfficerMember 2022-01-01 2022-06-30 0001605481 NGLD:ConsultantsMember 2023-04-01 2023-06-30 0001605481 NGLD:ConsultantsMember 2022-04-01 2022-06-30 0001605481 NGLD:ConsultantsMember 2023-01-01 2023-06-30 0001605481 NGLD:ConsultantsMember 2022-01-01 2022-06-30 0001605481 2021-01-01 2021-12-31 0001605481 NGLD:PublicRelationsServicesAgreementMember 2023-01-01 2023-06-30 0001605481 NGLD:PublicRelationsServicesAgreementMember us-gaap:SubsequentEventMember 2023-07-01 2023-08-11 0001605481 NGLD:WarmSpringsAgreementMember 2023-06-30 0001605481 NGLD:WarmSpringsAgreementMember 2023-04-01 2023-06-30 0001605481 us-gaap:SubsequentEventMember 2023-08-11 0001605481 us-gaap:SubsequentEventMember us-gaap:IPOMember srt:MaximumMember 2023-08-11 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure NGLD:Integer utr:sqft

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

 

quarterly REPORT under SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended: June 30, 2023

 

or

 

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

 

For the transition period from ______ to ______

 

Commission File No. 000-55600

 

NEVADA CANYON GOLD CORP.

(Exact Name of Registrant as Specified in its Charter)

 

Nevada   46-5152859
(State or other Jurisdiction of   (I.R.S. Employer
Incorporation or Organization)   Identification No.)

 

5655 Riggins Court, Suite 15    
Reno, NV   89502
(Address of Principal Executive Offices)   (Zip Code)

 

(888) 909-5548

Registrant’s telephone number, including area code

 

n/a

(Former name, former address and former fiscal year,

if changed since last report)

 

Securities registered pursuant to Section 12(b) 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 Pink

 

Indicate 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 preceding12 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 ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§230.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated file,” “accelerated filer” and “smaller reporting 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 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section l2, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes ☐ No ☐

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of August 11, 2023 the number of shares outstanding of the issuer’s common stock, par value $0.0001 per share, is 11,632,950.

 

 

 

 
 

 

table of contents

 

  Page
Part I – FINANCIAL INFORMATION 3
Item 1. Financial Statements 3
Condensed Consolidated Balance Sheets (unaudited) 3
Condensed Consolidated Statements of Operations (unaudited) 4
Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (unaudited) 5
Condensed Consolidated Statements of Cash Flow (unaudited) 6
Notes to the Condensed Consolidated Financial Statements (unaudited) 7
Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations 14
Results of Operations 16
Off-Balance Sheet Arrangements 22
Item 3. Quantitative and Qualitative Disclosures about Market Risk 22
Item 4. Controls and Procedures 23
PART II — OTHER INFORMATION 23
Item 1. Legal Proceedings 23
Item 1A. Risk Factors 23
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 23
Item 3. Defaults Upon Senior Securities 23
Item 4. Mine Safety Disclosures 23
Item 5. Other Information 23
Item 6. Exhibits 24
SignatureS 25

 

2
 

 

Part I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Nevada Canyon Gold Corp.

Condensed Consolidated Balance Sheets

(Unaudited)

 

  

June 30,

2023

  

December 31,

2022

 
         
ASSETS          
Current Assets          
Cash  $779,198   $1,007,018 
Prepaid expenses   9,856    4,829 
Total Current Assets   789,054    1,011,847 
           
Investment in equity securities   61,843    156,805 
Mineral property interests   760,395    720,395 
TOTAL ASSETS  $1,611,292   $1,889,047 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current Liabilities          
Accounts payable and accrued liabilities  $809,796   $844,963 
Related party payables   500,000    477,031 
Total Liabilities   1,309,796    1,321,994 
           
Commitments and Contingencies (Notes 5 and 9)   -    - 
           
Stockholders’ Equity          
Preferred Stock: Authorized 10,000,000 preferred shares, $0.0001 par, none issued and outstanding as of June 30, 2023 and December 31, 2022   -    - 
Common Stock: Authorized 100,000,000 common shares, $0.0001 par,   -    - 
11,077,394 issued and outstanding as of June 30, 2023 and December 31, 2022   1,107    1,107 
Additional paid-in capital   3,563,620    3,073,447 
Obligation to issue shares   388,889    - 
Accumulated deficit   (3,652,120)   (2,507,501)
Total Stockholders’ Equity (Deficit)   301,496    567,053 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY  $1,611,292   $1,889,047 

 

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

 

3
 

 

Nevada Canyon Gold Corp.

Condensed Consolidated Statements of Operations

(Unaudited)

 

   2023   2022   2023   2022 
   For the three months ended
June 30,
   For the six months ended
June 30,
 
   2023   2022   2023   2022 
                 
Operating expenses                    
Consulting fees  $124,167   $7,597   $179,493   $21,726 
Director and officer compensation   421,440    313,417    723,506    358,191 
General and administrative expenses   50,851    5,876    75,565    10,741 
Professional fees   70,320    48,010    76,320    56,332 
Transfer agent and filing fees   3,868    2,545    8,590    9,800 
Total operating expenses   (670,646)   (377,445)   (1,063,474)   (456,790)
                     
Other income (expense)                    
Amortization of debt discount   -    (174,830)   -    (301,392)
Fair value gain (loss) on equity investments   (6,224)   (163,284)   (94,962)   203,850 
Foreign exchange gain (loss)   4    (8,211)   4    (967)
Interest income   7,321    827    13,813    888 
Realized gain (loss) on equity investments   -    (56,325)   -    211,530 
Total other income (expense)   1,101    (401,823)   (81,145)   113,909 
Net loss  $(669,545)  $(779,268)  $(1,144,619)  $(342,881)
                     
Net loss per common share - basic  $(0.09)  $(0.29)  $(0.16)  $(0.13)
Net loss per common share - diluted  $(0.09)  $(0.29)  $(0.16)  $(0.13)
Weighted average number of common shares outstanding :                    
Basic   7,074,061    2,680,093    7,074,061    2,680,093 
Diluted   7,074,061    2,680,093    7,074,061    2,680,093 

 

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

 

4
 

 

Nevada Canyon Gold Corp.

Condensed Consolidated Statement of Stockholders’ Equity

(Unaudited)

 

   Shares   Amount  

to Issue Shares

  

Paid-in Capital

  

Accumulated

Deficit

  

Stockholders’

Equity

 
   Common Stock   Obligation   Additional     

Total

 
   Shares   Amount  

to Issue Shares

  

Paid-in Capital

  

Accumulated

Deficit

  

Stockholders’

Equity

 
                         
Balance, December 31, 2021   8,685,093   $868   $-   $1,190,522   $(951,446)  $239,944 
                               
Stock-based compensation - directors and CEO   -    -    -    44,774    -    44,774 
Net income for the three months ended March 31, 2022   -    -    -    -    436,387    436,387 
Balance, March 31, 2022   8,685,093    868    -    1,235,296    (515,059)   721,105 
                               
Stock-based compensation - directors and CEO   -    -    -    313,417    -    313,417 
Net loss for the three months ended June 30, 2022   -    -    -    -    (779,268)   (779,268)
Balance, June 30, 2022   8,685,093   $868   $-   $1,548,713   $(1,294,327)  $255,254 
                               
Balance, December 31, 2022   11,077,394   $1,107   $-   $3,073,447   $(2,507,501)  $567,053 
                               
Stock-based compensation - consultants   -    -    38,889    -    -    38,889 
Stock-based compensation - officer   -    -    58,333    -    -    58,333 
Stock-based compensation - directors and CEO   -    -    -    243,733    -    243,733 
Net loss for the three months ended March 31, 2023   -    -    -    -    (475,074)   (475,074)
Balance, March 31, 2023   11,077,394    1,107    97,222    3,317,180    (2,982,575)   432,934 
                               
Stock-based compensation - consultants   -    -    116,667    -    -    116,667 
Stock-based compensation - officer   -    -    175,000    -    -    175,000 
Stock-based compensation - directors and CEO   -    -    -    246,440    -    246,440 
Net loss for the three months ended June 30, 2023   -    -    -    -    (669,545)   (669,545)
Balance,  June 30, 2023   11,077,394   $1,107   $388,889   $3,563,620   $(3,652,120)  $301,496 

 

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

 

5
 

 

Nevada Canyon Gold Corp.

Condensed Consolidated Statements of Cash Flow

(Unaudited)

 

   2023   2022 
   For the six months ended
June 30,
 
   2023   2022 
OPERATING ACTIVITIES:          
Cash flows used in operating activities          
Net loss  $(1,144,619)  $(342,881)
Adjustment to reconcile net loss to net cash used in operating activities:          
Amortization of debt discount   -    301,392 
Fair value loss (gain) on equity investments   94,962    (203,850)
Foreign exchange loss   -    967 
Realized gain on equity investments   -    (211,530)
Stock-based compensation - directors and CEO   490,173    358,191 
Stock-based compensation - consulting fees   155,556    - 
Stock-based compensation - officer   233,333    - 
Changes in operating assets and liabilities:          
Prepaid expenses   (5,027)   (21,182)
Accounts payable   (15,167)   (12,104)
Accrued interest payable   -    (42,905)
Related party payables   (17,031)   (27,000)
Net cashed used in operating activities   (207,820)   (200,902)
           
INVESTING ACTIVITIES:          
Sale of equity investments   -    614,658 
Acquisition of mineral property interests   (20,000)   (410,000)
Net cash provided by (used in) investing activities   (20,000)   204,658 
           
FINANCING ACTIVITIES:          
Cash received on subscription to shares   -    400 
Net cash provided by financing activities   -    400 
           
Effects of foreign currency exchange on cash   -    (967)
           
Net increase (decrease) in cash   (227,820)   3,189 
Cash, at beginning of period   1,007,018    1,420,864 
Cash, at end of period  $779,198   $1,424,053 
           
NONCASH INVESTING AND FINANCING ACTIVITIES:          
Mineral interests acquired with related parties payables, net  $20,000   $- 

 

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

 

6
 

 

NEVADA CANYON GOLD CORP.

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

(UNAUDITED)

 

NOTE 1 - NATURE OF BUSINESS

 

Nevada Canyon Gold Corp. (the “Company”) was incorporated under the laws of the state of Nevada on February 27, 2014. On July 6, 2016, the Company changed its name from Tech Foundry Ventures, Inc. to Nevada Canyon Gold Corp. On December 15, 2021, the Company incorporated two subsidiaries, Nevada Canyon LLC and Canyon Carbon LLC. Both subsidiaries were incorporated under the laws of the state of Nevada. The Company is involved in acquiring and exploring mineral properties and royalty interests in Nevada and Idaho.

 

Going Concern

 

The Company’s condensed consolidated financial statements are prepared using accounting principles generally accepted in the United States of America (“US GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company is in a business of acquiring and exploring mineral properties and royalty interests and has not generated or realized any revenues from these business operations. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

 

The outcome of these matters cannot be predicted with any certainty at this time and raises substantial doubt that the Company will be able to continue as a going concern. These condensed consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. Management intends to obtain additional funding by borrowing funds, and/or a private placement of common stock.

 

NOTE 2 - BASIS OF PRESENTATION

 

The condensed consolidated financial statements of the Company have been prepared in accordance with US GAAP for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). They do not include all information and footnotes required by US GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the consolidated financial statements for the year ended December 31, 2022, included in the Company’s Annual Report on Form 10-K, filed with the SEC. The condensed consolidated financial statements should be read in conjunction with those consolidated financial statements included in Form 10-K, as amended. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three and six months ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

 

Recent Accounting Pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Earnings per Share

 

The Company’s basic earnings per share (“EPS”) is calculated by dividing its net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period, excluding unvested portion of restricted stock with performance conditions.

 

7
 

 

The Company’s diluted EPS is calculated by dividing its net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Restricted stock with performance conditions is only included in the diluted EPS calculation to the extent that performance conditions have been met at the measurement date. Dilutive effect of the restricted stock is determined using the treasury stock method. Shares that have been distributed but not yet vested and thus excluded from the weighted average shares calculation, were 4,003,333 and 6,005,000 at June 30, 2023 and 2022, respectively.

 

NOTE 4 – RELATED PARTY TRANSACTIONS

 

Amounts due to related parties at June 30, 2023 and December 31, 2022:

 

  

June 30,

2023

  

December 31,

2022

 
Amounts due to a Chairman of the board, Chief Financial Officer (“CFO”) and former Chief Executive Officer (“CEO”) and President (a)  $100,000   $117,031 
Amounts due to a company controlled by the Chairman of the board, CFO, and former CEO and President (a)   360,000    360,000 
Amounts due to companies controlled by the current CEO, President, and director (a,b)   40,000    - 
Related party payables  $500,000   $477,031 

 

(a) These amounts are non-interest bearing, unsecured and due on demand.
(b) This amount includes annual property payment totaling $20,000 for Agai-Pah Property due to MSM Resource, L.L.C. (“MSM”), and $20,000 for Belshazzar Property due to Belshazzar Holdings, L.L.C (“Belshazzar”), the entities controlled by Alan Day, the Company’s CEO, President, and director, who is also the managing member of MSM and Belshazzar.

 

During the three- and six-month periods ended June 30, 2023 and 2022, the Company had the following transactions with its related parties:

 

   2023   2022   2023   2022 
   Three months ended
June 30,
   Six months ended
June 30,
 
   2023   2022   2023   2022 
Director compensation incurred to the Chairman of the board, CFO and former CEO and President  $82,283   $104,646   $163,663   $119,596 
Director compensation incurred to a director   41,039    52,193    81,627    59,649 
Director compensation incurred to CEO, President, and director   123,118    156,578    244,883    178,946 
Officer compensation incurred to VP of Operations   175,000    -    233,333    - 
Related party transactions  $421,440   $313,417   $723,506   $358,191 

 

See Note 5 - Mineral Property Interests for further information on related party transactions and Note 7 - Stockholders’ Equity for further information regarding stock issued to related parties.

 

NOTE 5 – MINERAL PROPERTY INTERESTS

 

As of June 30, 2023, the Company’s mineral property interests are comprised of the Lazy Claims Property, the Loman Property, and the Agai-Pah Property located in Mineral County, Nevada, the Swales Property located in Elko County, Nevada, and the Belshazzar Property located in Quartzburg mining district, Boise County, Idaho. In addition, the Company acquired an option to acquire 100% interest of Target Minerals, Inc’s (“Target”) 1% production royalty on the Olinghouse Project, located in the Olinghouse Mining District, Washoe County, Nevada, and acquired 2% net smelter returns royalty (“NSR”) on the Palmetto Project (the “Project”), located in Esmeralda County, Nevada.

 

8
 

 

Lazy Claims Property

 

On August 2, 2017, the Company entered into an exploration lease agreement (the “Lazy Claims Agreement”) with Tarsis Resources US Inc. (“Tarsis”), a Nevada corporation, to lease the Lazy Claims, consisting of three claims. The term of the Lazy Claims Agreement is ten years, and is subject to extension for additional two consecutive 10-year terms. Full consideration of the Lazy Claims Agreement consists of the following: an initial cash payment of $1,000 to Tarsis, paid upon the execution of the Lazy Claims Agreement, with $2,000 payable to Tarsis on each subsequent anniversary of the effective date. The Company agreed to pay Tarsis a 2% production royalty (the “Lazy Claims Royalty”) based on the gross returns from the production and sale of minerals from the Lazy Claims. Should the Lazy Claims Royalty payments to Tarsis be in excess of $2,000 per year, the Company will not be required to pay a $2,000 annual minimum payment.

 

During the three- and six-month periods ended June 30, 2023 and 2022, the Company did not incur any expenses associated with the Lazy Claims.

 

Loman Property

 

In December 2019, the Company acquired 27 mining claims for a total of $10,395. The claims were acquired by the Company from a third-party.

 

During the three- and six-month periods ended June 30, 2023 and 2022, the Company did not incur any expenses associated with the Loman Claims.

 

Agai-Pah Property

 

On May 19, 2021, the Company entered into exploration lease with option to purchase agreement (the “Agai-Pah Property Agreement”) with MSM Resource, L.L.C., a Nevada limited liability Corporation on the Agai-Pah Property, consisting of 20 unpatented mining claims totaling 400 acres, located in sections 32 & 33, T4N, R34E, MDM, Mineral County, Nevada about 10 miles northeast of the town of Hawthorne (the “Agai-Pah Property”). Alan Day, the managing member of MSM, is the CEO, President, and director of the Company.

 

The term of the Agai-Pah Property Agreement commenced on May 19, 2021, and continues for ten years, subject to the Company’s right to extend the Agai-Pah Property Agreement for two additional terms of ten years each, and subject to the Company’s option to purchase the Property.

 

Full consideration of the Agai-Pah Property Agreement consists of the following: (i) an initial cash payment of $20,000 to be paid within 90 days from the execution of the Agai-Pah Property Agreement on May 19, 2021 (the “Effective Date”), and (ii) annual payments of $20,000 to be paid on the anniversary of the Effective Date while the Agai-Pah Property Agreement remains in effect. The Company has the exclusive option and right to acquire 100% ownership of the Agai-Pah Property (the “Agai-Pah Purchase Option”). To exercise the Agai-Pah Purchase Option, the Company will be required to pay $750,000 (the “Agai-Pah Purchase Price”). The Agai-Pah Purchase Price can be paid in either cash and/or equity of the Company, or a combination thereof, at the election of MSM. The annual payments paid by the Company to MSM, shall not be applied or credited against the Purchase Price.

 

The Company made the initial cash payment of $20,000 on November 6, 2021, pursuant to a verbal extension granted to the Company by MSM, and made the first $20,000 anniversary payment on June 20, 2022. As at June 30, 2023, the Company accrued the second $20,000 anniversary payment.

 

During the three- and six-month periods ended June 30, 2023 and 2022, the Company did not incur any expenses associated with the Agai-Pah Property.

 

9
 

 

Belshazzar Property

 

On June 4, 2021, the Company entered into exploration lease with option to purchase agreement (the “Belshazzar Property Agreement”) with Belshazzar Holdings, L.L.C., a Nevada limited liability Corporation on the Belshazzar Property, consisting of ten unpatented lode mining claims and seven unpatented placer mineral claims totaling 200 acres, within Quartzburg mining district, in Boise County, Idaho (the “Belshazzar Property”). Alan Day, the managing member of Belshazzar, is the CEO, President, and director of the Company.

 

The term of the Belshazzar Property Agreement commenced on June 4, 2021, and continues for ten years, subject to the Company’s right to extend the Belshazzar Property Agreement for two additional terms of ten years each, and subject to the Company’s option to purchase the Belshazzar Property.

 

Full consideration of the Belshazzar Property Agreement consists of the following: (i) an initial cash payment of $20,000 to be paid within 90 days from the execution of the Belshazzar Property Agreement on June 4, 2021 (the “effective date”), and (ii) annual payments of $20,000 to be paid on the anniversary of the Effective Date while the Belshazzar Property Agreement remains in effect. The Company has the exclusive option and right to acquire 100% ownership of the Belshazzar Property (the “Belshazzar Purchase Option”). To exercise the Belshazzar Purchase Option, the Company will be required to pay $800,000 (the “Belshazzar Purchase Price”). The Belshazzar Purchase Price can be paid in either cash and/or equity of the Company, or a combination thereof, at the election of BH. The annual payments paid by the Company to BH, shall not be applied or credited against the Belshazzar Purchase Price. The Belshazzar Property is subject to a 1% Gross Returns Royalty payable to the property owner, from the commencement of commercial production subject to certain terms.

 

The Company made the initial cash payment of $20,000 on November 6, 2021, pursuant to a verbal extension granted to the Company by BH, and made the first $20,000 anniversary payment on June 20, 2022. As at June 30, 2023, the Company accrued the second $20,000 anniversary payment.

 

During the three- and six-month periods ended June 30, 2023 and 2022, the Company did not incur any expenses associated with the Belshazzar Property.

 

Swales Property

 

On December 27, 2021, the Company entered into exploration lease with option to purchase agreement (the “Swales Property Agreement”) with Mr. W. Wright Parks III., (“Mr. Parks”) on the Swales Property, consisting of 40 unpatented lode mining claims totaling 800 acres, within Swales Mountain Mining District in Elko County, Nevada (the “Swales Property”).

 

The term of the Swales Property Agreement commenced on December 27, 2021, and continues for ten years, subject to the Company’s right to extend the Swales Property Agreement for two additional terms of ten years each, and subject to the Company’s option to purchase the Swales Property.

 

Full consideration of the Swales Property Agreement consists of the following: (i) an initial cash payment of $20,000 to be paid within 90 days from the execution of the Belshazzar Agreement on December 27, 2021 (the “effective date”), and (ii) annual payments of $20,000 to be paid on the anniversary of the Effective Date while the Swales Property Agreement remains in effect. The Company has the exclusive option and right to acquire 100% ownership of the Swales Property (the “Swales Purchase Option”). To exercise the Swales Purchase Option, the Company will be required to pay $750,000 (the “Swales Purchase Price”). The Swales Purchase Price can be paid in either cash and/or equity of the Company, or a combination thereof, at the election of Mr. Parks. The annual payments paid by the Company to Mr. Parks, shall not be applied or credited against the Swales Purchase Price.

 

The Company made the initial cash payment of $20,000 on January 15, 2022, and made the first $20,000 anniversary payment on March 14, 2023, which was initially accrued at December 31, 2022.

 

During the three- and six-month periods ended June 30, 2023 and 2022, the Company did not incur any expenses associated with the Swales Property.

 

Olinghouse Project

 

On December 17, 2021, the Company’s wholly-owned subsidiary, Nevada Canyon, LLC, entered into an Option to Purchase Agreement (the Olinghouse Agreement”) with Target Minerals, Inc (“Target), a private Nevada company, to acquire 100% interest of Target’s 1% production royalty on the Olinghouse Project, located in the Olinghouse Mining District, Washoe County, Nevada.

 

10
 

 

The Company has the exclusive right and option (the “Olinghouse Purchase Option”), exercisable at any time during the Olinghouse Option Period, as further defined below, at its sole discretion, to acquire 100% of a 1% production royalty from the net smelter returns on all minerals and products produced from certain properties comprising the Olinghouse Project.

 

The term of the Olinghouse Purchase Option shall be the later of one year, or 60 days after the date on which the Company delivers to Target a written notice to exercise the Olinghouse Purchase Option, subject to further extension if Target’s conditions to closing are not fully satisfied or otherwise waived by the Company. Full consideration of the Olinghouse Agreement consists of the following: (i) an initial cash option payment of $200,000 payable upon execution of the Agreement, which the Company paid on December 18, 2021, and (ii) purchase price (the “Olinghouse Purchase Price”) which shall be paid by the Company to Target in either cash or common shares of the Company, the determination of which shall be as follows:

 

  if the Company’s 10-day volume weighted average price (“VWAP”) Calculation is less than $1.25 per share, the Olinghouse Purchase Price shall be paid in cash; or
     
  if the Company’s 10-day VWAP Calculation is more than $1.25 per share, the Olinghouse Purchase Price shall be paid in the form of 2,000,000 Shares of the Company’s common stock.

 

On December 23, 2022, the Company and Target agreed to extend the Olinghouse Purchase Option for an additional one-year term, expiring on December 17, 2023, for a one-time cash payment of $40,000.

 

During the three- and six-month periods ended June 30, 2023 and 2022, the Company did not incur any additional expenses associated with the Olinghouse Project.

 

Palmetto Project

 

On January 27, 2022, Nevada Canyon, LLC entered into a Royalty Purchase Agreement with Smooth Rock Ventures, LLC, a wholly-owned subsidiary of Smooth Rock Ventures Corp. (“Smooth Rock”), to acquire a 2% net smelter returns royalty on the Palmetto Project. Alan Day, the Company’s CEO, President, and director, is also a director and Vice-President of Smooth Rock.

 

To acquire the 2% NSR on the Palmetto Project, Nevada Canyon agreed to pay Smooth Rock a one-time cash payment of $350,000, which was paid on February 7, 2022.

 

During the three- and six-month periods ended June 30, 2023 and 2022, the Company did not incur any additional expenses associated with the Palmetto Project.

 

NOTE 6 – EQUITY INVESTMENT

 

As at June 30, 2023 and December 31, 2022, the Company’s equity investments consist of 511,750 common shares of Walker River Resources Corp. (“WRR”).

 

At June 30, 2023 and December 31, 2022, the fair value of the equity investment was $61,843 and $156,805, respectively, based on the market price of WRR Shares at June 30, 2023 and December 31, 2022, respectively. Fair value is measured using Level 1 inputs in the fair value hierarchy. During the three-month period ended June 30, 2023 the revaluation of the equity investment in WRR resulted in a $6,224 loss on the change in fair value of the equity investments (June 30, 2022 - $163,284). During the six-month period ended June 30, 2023 the revaluation of the equity investment in WRR resulted in a $94,962 loss on the change in fair value of the equity investments (June 30, 2022 - $203,850 gain).

 

The Company did not sell any WRR Shares during the three- and six-month periods ended June 30, 2023. During the three-month period ended June 30, 2022, the Company sold 500,000 WRR Shares for net proceeds of $219,763. The Company recorded a net realized loss of $56,325 on the sale of WRR Shares. During the six-month period ended June 30, 2022, the Company sold 1,171,083 WRR Shares for net proceeds of $614,658. The Company recorded a net realized gain of $211,530 on the sale of WRR Shares.

 

11
 

 

NOTE 7 – STOCKHOLDERS’ EQUITY

 

The Company was formed with one class of common stock, $0.0001 par value and is authorized to issue 100,000,000 common shares and one class of preferred stock, $0.0001 par value and is authorized to issue 10,000,000 preferred shares. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they chose to do so, elect all of the directors of the Company.

 

Equity transactions during the three- and six-month periods ended June 30, 2023:

 

During the three- and six-month periods ended June 30, 2023 and 2022, the Company recognized share-based compensation as follows:

 

   2023   2022   2023   2022 
   Three months ended
June 30,
   Six months ended
June 30,
 
   2023   2022   2023   2022 
Directors and CEO  $246,440   $313,417   $490,173   $358,191 
Officer – VP of Operations   175,000    -    233,333    - 
Consultants   116,667    -    155,556    - 
Total  $538,107   $313,417   $879,062   $358,191 

 

Directors:

 

On December 30, 2021, the Company distributed a total of 6,005,000 shares of common stock to the Company’s directors (the “Director Shares”). The Director Shares are subject to the terms and conditions included in 3-year lock-up and vesting agreements (the “Lock-up Agreements”), which contemplate that the Director Shares will vest in equal annual installments over a 3-year term during which term the shareholders agreed not to sell, directly or indirectly, or enter into any other transactions involving the Company’s common shares regardless if the shares have vested or not.

 

The fair value of the shares was determined to be approximately $2,924,796 or $0.4938 per share based on the trading price of the Company’s common stock on the issue date adjusted for the restrictions under the Lock-up Agreements. The shares vest over a three-year time period.

 

As stated above, the Company distributed all of the awarded shares prior to vesting. As at June 30, 2023, 2,001,667 shares have vested and 4,003,333 shares are unvested. As of June 30, 2023, unvested compensation related to the Director Shares of $1,486,769 will be recognized over the next 1.5 years.

 

Officer – VP of Operations:

 

On February 24, 2023, the Company entered into a consulting agreement with the Company’s newly appointed Vice President of Operations (the “VP Agreement”). The Company agreed to issue 2,000,000 shares of its common stock for the services. The shares vest ratably over a two-year period, beginning March 1, 2023, and vested shares are distributed quarterly. The fair value of the shares was $1,400,000 or $0.70 per share based on the trading price of the Company’s common stock on the date the service period began.

 

As of June 30, 2023, the shares vested under the VP Agreement but not yet distributed totaled 333,333. These shares were issued on July 5, 2023. Unvested compensation related to the Shares to be issued under the VP Agreement of $1,166,667 will be recognized over the next 1.67 years.

 

12
 

 

Consultants:

 

On February 24, 2023, the Company entered into two separate consulting agreements with consultants (the “Consulting Agreements”) in exchange for a total of 2,000,000 shares of its common stock. All shares vest ratably over a three-year period, beginning March 1, 2023, and vested shares are distributed quarterly. The fair value of the shares was $1,400,000 or $0.70 per share based on the trading price of the Company’s common stock on the date the service period began.

 

As of June 30, 2023, the shares vested under the Consulting Agreements but not yet distributed totaled 222,222. These shares were issued on July 5, 2023. Unvested compensation related to the Shares to be issued under the Consulting Agreements of $1,244,444 will be recognized over the next 2.67 years.

 

Warrants and Options

 

During the six-month period ended June 30, 2023 and for the year ended December 31, 2022, the Company did not have any warrants or options issued and exercisable.

 

NOTE 8 – CONVERTIBLE NOTES PAYABLE

 

During the year ended December 31, 2021, the Company received $980,000 in cash proceeds under the convertible promissory notes financing, in addition, the Company’s existing debt holder agreed to convert $15,064 the Company owed on account of unsecured, non-interest-bearing note payable due on demand into a convertible promissory note for a total of $20,000. The convertible promissory notes (the “Notes”) were due in twelve months after their issuances (the “Maturity Date”) and accrued interest at a rate of 15% per annum. During the three- and six-month periods ended June 30, 2022, the Company recorded $174,830 and $301,392 in amortization of debt discount on the Notes, respectively. The balance of the Notes at December 31, 2022 was $Nil as all of the notes were paid or converted into shares of the Company’s common stock during the year ended December 31, 2022.

 

NOTE 9 – CONTRACTUAL AGREEMENTS

 

On February 3, 2023, the Company entered into a public relations services agreement (the “Agreement”) with Think Ink Marketing Data & Email Services, Inc. (“Think Ink”) to develop an investor outreach program. The Agreement is for a six-month term. During the six-month period ended June 30, 2023 the Company paid $40,000, which were recognized as general and administrative expenses for the quarter ended June 30, 2023. Subsequent to June 30, 2023, the Company paid an additional $20,000 to Think Ink to continue its services.

 

On April 5, 2023, the Company entered into a consulting services agreement (the “Warm Springs Agreement”) with Warm Springs Consulting LLC. (“Warm Springs”) to develop registry-verified carbon credits for voluntary and compliance markets in the State of Nevada and the Western United States. The Warm Springs Agreement is for a nine-month term, and the Company agreed to an initial budget of $115,525, of which $65,820 was paid during the quarter ended June 30, 2023, and was expensed during the same period as part of professional fees.

 

NOTE 10 – SUBSEQUENT EVENT

 

Subsequent to June 30, 2023, the Company received $323,911 in net subscriptions to 432,914 units of the Company’s common stock under the offering of up to 12,500,000 units (the “Units”) of the Company’s securities pursuant to Regulation A, which was made effective on September 27, 2022. The Unit consists of one share of the Company’s common stock and a warrant to purchase a share of common stock at an exercise price of $1.20 over the next two years.

 

13
 

 

Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations

 

Forward Looking Statements

 

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I of this report include forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 (collectively, the “Reform Act”). The Reform Act provides a safe harbor for forward-looking statements to encourage companies to provide prospective information about themselves so long as they identify these statements as forward-looking and provide meaningful cautionary statements identifying important factors that could cause actual results to differ from the projected results. All statements, other than statements of historical fact that we make in this Quarterly Report on Form 10-Q are forward-looking. The words “anticipates,” “believes,” “expects,” “intends,” “will continue,” “estimates,” “plans,” “projects,” the negative of these terms and similar expressions are intended to identify forward-looking statements. However, the absence of these words does not mean the statement is not forward-looking.

 

Forward-looking statements involve risks, uncertainties or other factors which may cause actual results to differ materially from the future results, performance or achievements expressed or implied by the forward-looking statements. These statements are based on our management’s beliefs and assumptions, which in turn are based on currently available information. Certain risks, uncertainties or other important factors are detailed in this Quarterly Report on Form 10-Q and may be detailed from time to time in other reports we file with the Securities and Exchange Commission, including on Forms 8-K and 10-K.

 

Examples of forward-looking statements in this Quarterly Report on Form 10-Q include, but are not limited to, our expectations regarding our ability to generate operating cash flows and to fund our working capital and capital expenditure requirements. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding demand for our future products, the timing and cost of capital expenditures, competitive conditions and general economic conditions. These assumptions could prove inaccurate. Although we believe that the estimates and projections reflected in the forward-looking statements are reasonable, our expectations may prove to be incorrect. Important factors that could cause actual results to differ materially from the results and events anticipated or implied by such forward-looking statements include:

 

  management’s plans, objectives and budgets for its future operations and future economic performance;
  capital budget and future capital requirements;
  meeting future capital needs;
  our dependence on management and the need to recruit additional personnel;
  limited trading for our common stock;
  the level of future expenditures;
  impact of recent accounting pronouncements;
  the outcome of regulatory and litigation matters; and
  the assumptions described in this report underlying such forward-looking statements.

 

Actual results and developments may materially differ from those expressed in, or implied by, such statements due to a number of factors, including:

 

  those described in the context of such forward-looking statements;
  future product development and marketing costs;
  the markets of our domestic operations;
  the impact of competitive products and pricing;
  the political, social and economic climate in which we conduct operations; and
  the risk factors described in other documents and reports filed with the Securities and Exchange Commission, including our Offering Statement Pursuant to Regulation A (SEC File No. 000-55600).

 

We operate in an extremely competitive environment. New risks emerge from time to time. It is not possible for us to predict all of those risks, nor can we assess the impact of all of those risks on our business or the extent to which any factor may cause actual results to differ materially from those contained in any forward-looking statement. We believe these forward-looking statements are reasonable. However, you should not place undue reliance on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date they are made, and unless required by law, we expressly disclaim any obligation or undertaking to update publicly any of them in light of new information or future events.

 

14
 

 

The following is management’s discussion and analysis of financial condition and results of operations and is provided as a supplement to the accompanying unaudited condensed consolidated financial statements and notes to help provide an understanding of our financial condition, results of operations and cash flows during the periods included in the accompanying unaudited condensed consolidated financial statements.

 

In this Quarterly Report on Form 10-Q, “Company,” “the Company,” “us,” and “our” refer to Nevada Canyon Gold Corp. and its wholly-owned subsidiaries, Nevada Canyon LLC and Canyon Carbon LLC, incorporated in Nevada, unless the context requires otherwise.

 

We intend the following discussion to assist in the understanding of our financial position and our results of operations for the three- and six-month periods ended June 30, 2023 and 2022. You should refer to the Financial Statements and related Notes in conjunction with this discussion.

 

General

 

We were incorporated under the laws of the state of Nevada on February 27, 2014. On December 15, 2021, we incorporated two subsidiaries, Nevada Canyon LLC and Canyon Carbon LLC. Both subsidiaries were incorporated under the laws of the state of Nevada.

 

We are 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. As of the date of the filing of this Quarterly report on Form 10-Q our mineral property interests are comprised of the Lazy Claims Property, the Loman Property, and the Agai-Pah Property located in Mineral County, Nevada, the Swales Property located in Elko County, Nevada, and the Belshazzar Property located in Quartzburg mining district, Boise County, Idaho. In addition, we acquired a 2% net smelter returns royalty (“NSR”) on the Palmetto Project, located in Esmeralda County, Nevada, and have an option to acquire 100% interest of Target Minerals, Inc’s (“Target”) 1% production royalty on the Olinghouse Project, located in the Olinghouse Mining District, Washoe County, Nevada.

 

Critical Accounting Policies and Estimates

 

Our consolidated financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States of America (“GAAP”) and are presented in US dollars. GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our consolidated financial statements.

 

15
 

 

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements for the three- and six-month periods ended June 30, 2023 and 2022, together with notes thereto, which are included in this Quarterly Report on Form 10-Q, as well as our most recent audited consolidated financial statements on Form 10-K, as amended, for the year ended December 31, 2022.

 

Results of Operations

 

Three- and six-month periods ended June 30, 2023, compared to the three- and six-month periods ended June 30, 2022:

 

   Three months
ended June 30,
   Changes between the   Six months
ended June 30,
   Changes between the 
   2023   2022   periods   2023   2022   periods 
Operating expenses                              
Consulting fees  $124,167   $7,597   $116,570   $179,493   $21,726   $157,767 
Director and officer compensation   421,440    313,417    108,023    723,506    358,191    365,315 
General and administrative expenses   50,851    5,876    44,975    75,565    10,741    64,824 
Professional fees   70,320    48,010    22,310    76,320    56,332    19,988 
Transfer agent and filing fees   3,868    2,545    1,323    8,590    9,800    (1,210)
Total operating expenses   (670,646)   (377,445)   293,201    (1,063,474)   (456,790)   606,684 
Other income (expense)                              
Amortization of debt discount   -    (174,830)   (174,830)   -    (301,392)   (301,392)
Fair value gain (loss) on equity investments   (6,224)   (163,284)   (157,060)   (94,962)   203,850    (298,812)
Foreign exchange gain (loss)   4    (8,211)   (8,215)   4    (967)   (971)
Interest income   7,321    827    6,494    13,813    888    12,925 
Realized gain (loss) on equity investment   -    (56,325)   (56,325)   -    211,530    (211,530)
Total other income (expense)   1,101    (401,823)   (402,924)   (81,145)   113,909    (195,054)
Net loss  $(669,545)  $(779,268)  $(109,723)  $(1,144,619)  $(342,881)  $801,738 

 

Revenues

 

We had no revenues for the three- and six-month periods ended June 30, 2023 and 2022. Due to the exploration rather than the production nature of our business, we do not expect to have significant operating revenue in the foreseeable future.

 

Operating Expenses

 

Our operating expenses for the three- and six-month periods ended June 30, 2023 and 2022 included general and administrative expenses, professional fees, director and officer compensation, consulting fees, and transfer agent and filing fees.

 

During the three-month period ended June 30, 2023, our operating expenses increased by $293,201 or 78%, to $670,646 as compared to $377,445 for the three months ended June 30, 2022. This change was associated with $421,440 in director and officer compensation we recorded on the shares that we distributed to our three directors on December 30, 2021, and with the vesting of share awards we granted to our VP of Operations on February 24, 2023. During comparative three-month period ended June 30, 2022, we recorded $313,417 in director and officer compensation. Our consulting fees increased by $116,570, from $7,597 we incurred during the three-month period ended June 30, 2022, to $124,167 we incurred during the current period ended June 30, 2023, and which were associated with the vesting of shares awarded to consultants for their services in March 2023; our general and administrative expenses increased by $44,975, from $5,876 we incurred during the three-month period ended June 30, 2022, to $50,851 we incurred during the three-month period ended June 30, 2023. This increase was associated with the investor outreach program we started in the second quarter of our Fiscal 2023. Our professional fees increased by $22,310, from $48,010 we incurred during the three-month period ended June 30, 2022, to $70,320 we incurred during the three-month period ended June 30, 2023. The professional fees increased as a result of a consulting agreement with Warm Springs Consulting LLC. (“Warm Springs”) to develop registry-verified carbon credits for voluntary and compliance markets in the State of Nevada and the Western United States. Our transfer agent and filing fees increased by $1,323, from $2,545 we incurred during the three-month period ended June 30, 2022, to $3,868 we incurred during the three-month period ended June 30, 2023.

 

16
 

 

On a year-to-date basis, our operating expenses increased by $606,684 or 133%, to $1,063,474 as compared to $456,790 for the six months ended June 30, 2022. This change was associated with $723,506 in director and officer compensation we recorded on the shares that we distributed to our three directors on December 30, 2021, and with the vesting of share awards we granted to our VP of Operations on February 24, 2023. During comparative six-month period ended June 30, 2022, we recorded $358,191 in director and officer compensation. Our consulting fees increased by $157,767, from $21,726 we incurred during the six-month period ended June 30, 2022, to $179,493 we incurred during the current period ended June 30, 2023, and which were associated with the vesting of shares awarded to consultants for their services in March 2023; our general and administrative expenses increased by $64,824, from $10,741 we incurred during the six-month period ended June 30, 2022, to $75,565 we incurred during the six-month period ended June 30, 2023. This increase was associated with the investor outreach program we started in the second quarter of our Fiscal 2023. Our professional fees increased by $19,988, from $56,332 we incurred during the six-month period ended June 30, 2022, to $76,320 we incurred during the six-month period ended June 30, 2023. The professional fees increased as a result of the consulting agreement with Warm Springs to develop registry-verified carbon credits for voluntary and compliance markets in the State of Nevada and the Western United States. The above increases were in part offset by the transfer agent and filing fees, which decreased by $1,210, from $9,800 we incurred during the six-month period ended June 30, 2022, to $8,590 we incurred during the six-month period ended June 30, 2023.

 

Other Income (Expenses)

 

During the three-month period ended June 30, 2023, we recognized $6,224 loss on fair value of investments in equity securities (2022 – $163,284). The loss resulted from revaluation of Walker River Resources Corp. (“WRR”) Shares and was caused mainly by decreased market price of WRR’s Shares from CAD$0.18 per share at March 31, 2023, to CAD$0.16 per share at June 30, 2023, and to a smaller degree from fluctuation of exchange rates between the US and Canadian dollars. We earned $7,321 in interest revenue (2022 - $827) and recorded $4 gain (2022 - $8,211 loss) on foreign exchange associated with the funds held in Canadian dollars.

 

During the six-month period ended June 30, 2023, we recognized $94,962 loss on fair value of investments in equity securities (2022 – $203,850 gain). The loss resulted from revaluation of WRR Shares and was caused mainly by decreased market price of WRR’s Shares from CAD$0.415 per share at December 31, 2022, to CAD$0.16 per share at June 30, 2023, and to a smaller degree from fluctuation of exchange rates between the US and Canadian dollars. We earned $13,813 in interest revenue (2022 - $888) and recorded $4 gain (2022 - $967 loss) on foreign exchange associated with the funds held in Canadian dollars.

 

During the comparative three-month period ended June 30, 2022, we recorded $56,325 loss on investments in equity securities which was associated with the sale of 500,000 WRR Shares for net proceeds of $219,763. In addition, we recorded $174,830 amortization of debt discount associated with the beneficial conversion we recognized on the convertible notes payable we issued in October of 2021. We did not have similar transactions during the three-month period ended June 30, 2023.

 

During the comparative six-month period ended June 30, 2022 we recorded $211,530 gain on equity investments which was associated with the sale of 1,171,083 WRR Shares for net proceeds of $614,658. In addition, we recorded $301,392 amortization of debt discount associated with the beneficial conversion we recognized on the convertible notes payable we issued in October of 2021. We did not have similar transactions during the six-month period ended June 30, 2023.

 

Net Loss

 

During the three months ended June 30, 2023, we incurred net loss of $669,545, as compared to net loss of $779,268 we generated during the three-month period ended June 30, 2022. This change mainly resulted from absence of sales of WRR Shares resulting in no realized loss or gain recorded on equity investments, as compared to $56,325 realized loss for the three-month period ended June 30, 2023, and reduced fluctuation of WRR Share price which resulted in fair value loss of $6,224, as compared to $163,284 loss we recorded during the comparative period. In addition, since we converted October 2021 notes payable during the year ended December 31, 2022, there was no amortization of debt discount for the three-month period ended June 30, 2023, as compared to $174,830 loss in the comparative period. These decreases were in part offset by increased director and officer compensation of $421,440, which increased from $313,417 for the period ended June 30, 2022, an increase in consulting fees from $7,597 for the period ended June 30, 2022, to $124,167 for the period ended June 30, 2023, and an increase in professional fees from $48,010 for the period ended June 30, 2022, to $70,320 for the period ended June 30, 2023.

 

17
 

 

During the six months ended June 30, 2023, we incurred net loss of $1,144,619, as compared to net loss of $342,881 we generated during the six-month period ended June 30, 2022. This change mainly resulted from absence of sales of WRR Shares resulting in no realized loss or gain recorded on equity investments to date in 2023, as compared to $211,530 realized gain for the six-month period ended June 30, 2022, and reduced fluctuation of WRR Share price which resulted in fair value loss of $94,962, as compared to $203,850 gain we recorded during the comparative period. In addition, since we converted October 2021 notes payable during the year ended December 31, 2022, there was no amortization of debt discount for the six-month period ended June 30, 2023, as compared to $301,392 expense in the comparative period. These decreases were offset by increased director and officer compensation of $723,506, which increased from $358,191 for the period ended June 30, 2022, an increase in consulting fees from $21,726 for the period ended June 30, 2022, to $179,493 for the period ended June 30, 2023, and an increase in professional fees from $56,332 for the period ended June 30, 2022, to $76,320 for the period ended June 30, 2023.

 

Liquidity and Capital Resources

 

  

June 30,

2023

  

December 31,

2022

 
         
Current assets  $789,054   $1,011,847 
Current liabilities   1,309,796    1,321,994 
Working capital deficit  $(520,742)  $(310,147)

 

As of June 30, 2023, we had a cash balance of $779,198 and working capital deficit of $520,742 with cash flows used in operations totaling $207,820 for the period then ended. During the six months ended June 30, 2023, our operations were funded with cash on hand, which was generated by selling our investment in WRR Shares during the year ended December 31, 2022, and from the issuance of convertible notes payable in October 2021. Our operating activities did not generate sufficient cash flows to satisfy our cash requirements for the six-month period ended June 30, 2023. Due to the exploration rather than the production nature of our business, there is no assurance that we will be able to generate sufficient cash from our operations. If we are unable to generate sufficient cash flow from our operations to repay the amounts owing when due, we may be required to continue selling our equity investments in WRR or raise additional financing by borrowing funds or issuing our equity. There can be no assurance that we will be successful in our efforts to raise additional capital.

 

Cash Flow

 

   Six Months Ended
June 30,
 
   2023   2022 
Cash flows used in operating activities  $(207,820)  $(200,902)
Cash flows provided by (used in) investing activities   (20,000)   204,658 
Cash flows provided by financing activities   -    400 
Effects of foreign currency translation on cash   -    (967)
Net increase (decrease) in cash during the period  $(227,820)  $3,189 

 

Net cash used in operating activities

 

During the six months ended June 30, 2023, our net cash used in operating activities increased by $6,918, or 3%, to $207,820 for the six months ended June 30, 2023, compared with $200,902 for the comparative period in 2022. During the six months ended June 30, 2023, we used $170,595 to cover our cash operating costs, which were determined by reducing the net loss of $1,144,619 the Company incurred during the period, by non-cash items included in the net loss of $974,024; we used $5,027 to increase our prepaid expenses, and $17,031 to reduce amounts due to our related parties. These uses of cash were further increased by $15,167 decrease in accounts payable and accrued liabilities.

 

18
 

 

During the six months ended June 30, 2022, our net cash used in operating activities increased by $149,363, or 290%, to $200,902, compared with $51,539 for the comparative period in 2021. During the six months ended June 30, 2022, we used $97,711 to cover our cash operating costs, which were determined by reducing the net loss of $342,881 the Company incurred during the period, by non-cash items included in the net loss of $245,170; we used $12,104 to decrease our accounts payable and accrued liabilities, $27,000 to decrease amounts due to our related parties, and $21,182 to increase our prepaid expenses, of which $39,250 were associated with prepaid share issuance costs related to our offering of up to 12,500,000 units (the “Units”) of our securities pursuant to Regulation A. In additional $42,905 were used to pay interest accrued on a convertible note payable.

 

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

 

During the six months ended June 30, 2023, we recognized $94,962 loss on revaluation of fair value of our investments in WRR Shares. In addition, we recognized $490,173 in director compensation associated with the par-value shares we distributed to our directors on December 30, 2021, $233,333 and $155,556 we recorded as the vesting of shares awarded to our VP of Operations and to our consultants, respectively, in accordance with the consulting agreements we executed in February of 2023.

 

During the six months ended June 30, 2022, we recognized $203,850 gain on revaluation of fair value of equity investments associated with WRR Shares and recorded $211,530 gain on sale of 1,171,083 WRR Shares for net proceeds of $614,658 (CAD$769,400). In addition, we recognized $967 loss on foreign exchange fluctuations associated with cash we held in high-interest savings account at a major Canadian bank, and recorded $301,392 in amortization of debt discount associated with the convertible notes payable we issued in October 2021. In addition, we recorded $358,191 in director compensation associated with the par-value shares we distributed to our directors on December 30, 2021.

 

Net cash provided by (used in) investing activities

 

During the six-month period ended June 30, 2023, we used $20,000 to make an option payment on our Swales Property, which we accrued in December of 2022.

 

During the six-month period ended June 30, 2022, we generated $614,658 on the sale of 1,171,083 WRR Shares. During the same period, we used $410,000 to acquire our mineral property interests.

 

Net cash provided by financing activities

 

During the six-month period ended June 30, 2023, we did not generate any funds from our financing activities.

 

During the six-month period ended June 30, 2022, we received $400 from the sale of 4,000,000 par-value shares to two of our directors, which shares were considered distributed on December 30, 2021, however, we received cash payment from the directors subsequent to December 31, 2021.

 

Going Concern

 

At June 30, 2023, we had a working capital deficit of $520,742 and cash on hand of $779,198, which is sufficient enough to support our current plan of operations for the next 12-month period. Our investments in equity securities include 511,750 WRR Shares valued at $61,843. We have been using WRR Shares and may continue using them as a source of additional cash inflow. Subsequent to June 30, 2023, we have received $323,911 in net subscriptions to 432,914 units of our common stock under the offering of up to 12,500,000 units (the “Units”) of our securities pursuant to Regulation A. To support our operations beyond the 12-month period we may require additional funds; therefore, we continue to actively pursue other means of financing our operations through equity and/or debt financing. There can be no assurance that we will be able to procure funds sufficient to support our day-to-day operations and exploration programs. If operating difficulties or other factors (many of which are beyond our control) delay our realization of revenues or cash flows from operations, we may be limited in our ability to pursue our business plan. Moreover, if our resources from obtaining additional capital or cash flows from operations, once we commence them, do not satisfy our operational needs or if unexpected expenses arise due to unanticipated pressures or if we decide to expand our business plan beyond its currently anticipated level or otherwise, we will require additional financing to fund our operations, in addition to anticipated cash generated from our operations. Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited. In a worst-case scenario, we might not be able to fund our operations or to remain in business, which could result in a total loss of our stockholders’ investment. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders would be reduced, and these newly issued securities might have rights, preferences or privileges senior to those of existing stockholders.

 

19
 

 

Impact of Inflation

 

We believe that inflation has had a negligible effect on operations over the past fiscal quarter.

 

Capital Expenditures

 

During the six months ended June 30, 2023, we used $20,000 to make an annual option payment on Swales Property.

 

During the six months ended June 30, 2022, we used $20,000 to make an initial cash payment to acquire Swales Property, $20,000 to make the first anniversary payment on Agai-Pah Property, and further $20,000 to make the first anniversary payment on Belshazzar Property. In addition, we made a $350,000 one-time cash payment to acquire 2% NSR on Palmetto Project.

 

Unproved Mineral Properties

 

As of the date of this Quarterly report on Form 10-Q, our mineral property interests are comprised of the Lazy Claims Property, the Loman Property, and the Agai-Pah Property located in Mineral County, Nevada, the Swales Property located in Elko County, Nevada, and the Belshazzar Property located in Quartzburg mining district, Boise County, Idaho. In addition, we acquired a 2% net smelter returns royalty on the Palmetto Project, located in Esmeralda County, Nevada, and have an option to acquire 100% interest of Target Minerals, Inc’s (“Target”) 1% production royalty on the Olinghouse Project, located in the Olinghouse Mining District, Washoe County, Nevada.

 

Lazy Claims Property

 

We acquired the Lazy Claims Property through an exploration lease agreement with Tarsis Resources US Inc. (“Tarsis”), a Nevada corporation, dated for reference August 2, 2017 (the “Lazy Claims Agreement”). The Lazy Claims Agreement grants us a right to conduct exploratory work for minerals on three Lazy Claims totaling 60 acres located in Mineral County, Nevada about 18 miles southeast of the town of Hawthorne (the “Lazy Claims”).

 

The term of the Lazy Claims Agreement is ten years and is subject to extension for an additional two consecutive 10-year terms. Full consideration for the Lazy Claims Agreement consists of the following: an initial cash payment of $1,000 to Tarsis, which we paid upon the execution of the Lazy Claims Agreement, with $2,000 payable to Tarsis on each subsequent anniversary of the effective date. We agreed to pay Tarsis a 2% production royalty (the “Lazy Claims Royalty”) based on the gross returns from the production and sale of minerals from the Lazy Claims Property. Should the Lazy Claims Royalty payments to Tarsis be in excess of $2,000 per year, we will not be required to pay a $2,000 annual minimum payment.

 

Loman Property

 

In December 2019 we acquired 27 unpatented mining claims for a total of $10,395 from a third-party (the “Loman Property”). The claims comprising Loman Property were transferred and re-registered into the Company’s name in the fiscal 2021.

 

Agai-Pah Property

 

On May 19, 2021, we entered into exploration lease with option to purchase agreement (the “Agai-Pah Agreement”) with MSM Resource, L.L.C., (“MSM”) a Nevada limited liability Corporation on the Agai-Pah Property, consisting of 20 unpatented mining claims totaling 400 acres, located in sections 32 & 33, T4N, R34E, MDM, Mineral County, Nevada about 10 miles northeast of the town of Hawthorne (the “Agai-Pah Property”). Alan Day, the managing member of MSM, is also our CEO, President, and director.

 

The term of the Agai-Pah Agreement commenced on May 19, 2021, and continues for ten years, subject to our right to extend the Agai-Pah Agreement for two additional terms of ten years each, and subject to the Company’s option to purchase the Agai-Pah Property.

 

20
 

 

Full consideration of the Agai-Pah Agreement consists of the following: (i) an initial cash payment of $20,000 to be paid within 90 days from the execution of the Agai-Pah Agreement on May 19, 2021 (the “Effective Date”), and (ii) annual payments of $20,000 to be paid on the anniversary of the Effective Date while the Agai-Pah Agreement remains in effect. We retain the exclusive option and right to acquire 100% ownership of the Agai-Pah Property (the “Agai-Pah Purchase Option”). To exercise the Agai-Pah Purchase Option, we will be required to pay $750,000 (the “Agai-Pah Purchase Price”). The Agai-Pah Purchase Price can be paid in either cash and/or equity, or a combination thereof, at the election of MSM. The annual payments paid by us, shall not be applied or credited against the Purchase Price.

 

We made the initial cash payment of $20,000 on November 6, 2021, and made the first $20,000 anniversary payment on June 20, 2022. The second $20,000 anniversary payment was accrued as at June 30, 2023.

 

Belshazzar Property

 

On June 4, 2021, we entered into exploration lease with option to purchase agreement (the “Belshazzar Agreement”) with Belshazzar Holdings, L.L.C., (“BH”) a Nevada limited liability Corporation on the Belshazzar Property, consisting of ten unpatented lode mining claims and seven unpatented placer mineral claim totaling 200 acres, within Quartzburg mining district, in Boise County, Idaho (the “Belshazzar Property”). Alan Day, the managing member of BH, is also our CEO, President, and director.

 

The term of the Belshazzar Agreement commenced on June 4, 2021, and continues for ten years, subject to our right to extend the Belshazzar Agreement for two additional terms of ten years each, and subject to our option to purchase the Belshazzar Property.

 

Full consideration of the Belshazzar Agreement consists of the following: (i) an initial cash payment of $20,000 to be paid within 90 days from the execution of the Belshazzar Agreement on June 4, 2021 (the “effective date”), and (ii) annual payments of $20,000 to be paid on the anniversary of the Effective Date while the Belshazzar Agreement remains in effect. We retain the exclusive option and right to acquire 100% ownership of the Belshazzar Property (the “Belshazzar Purchase Option”). To exercise the Belshazzar Purchase Option, we will be required to pay $800,000 (the “Belshazzar Purchase Price”). The Belshazzar Purchase Price can be paid in either cash and/or equity, or a combination thereof, at the election of BH. The annual payments paid by us to BH, shall not be applied or credited against the Belshazzar Purchase Price. The Belshazzar Property is subject to a 1% Gross Returns Royalty payable to the property owner, from the commencement of commercial production subject to certain terms.

 

We made the initial cash payment of $20,000 on November 6, 2021, and made the first $20,000 anniversary payment on June 20, 2022. The second $20,000 anniversary payment was accrued as at June 30, 2023.

 

Swales Property

 

On December 27, 2021, we entered into an exploration lease with option to purchase agreement (the “Swales Property Agreement”) with Mr. W. Wright Parks III., (“Mr. Parks”) on the Swales Property, consisting of 40 unpatented lode mining claims totaling 800 acres (the “Swales Property”).

 

The term of the Agreement commenced on December 27, 2021, and continues for ten years, subject to the Company’s right to extend the Swales Property Agreement for two additional terms of ten years each, and subject to the Company’s option to purchase the Swales Property.

 

Full consideration of the Swales Property Agreement consists of the following: (i) an initial cash payment of $20,000 to be paid within 90 days from the execution of the Belshazzar Agreement on December 27, 2021 (the “effective date”), and (ii) annual payments of $20,000 to be paid on the anniversary of the Effective Date while the Swales Property Agreement remains in effect.

 

The Company has the exclusive option and right to acquire 100% ownership of the Swales Property (the “Swales Purchase Option”). To exercise the Swales Purchase Option, the Company will be required to pay $750,000 (the “Swales Purchase Price”). The Swales Purchase Price can be paid in either cash and/or equity of the Company, or a combination thereof, at the election of Mr. Parks. The annual payments paid by the Company to Mr. Parks, shall not be applied or credited against the Swales Purchase Price.

 

21
 

 

We made the initial cash payment of $20,000 on January 15, 2022, and made the first anniversary payment on March 14, 2023.

 

Olinghouse Project

 

On December 17, 2021, our wholly-owned subsidiary, Nevada Canyon, LLC, entered into an Option to Purchase Agreement (the Olinghouse Agreement”) with Target Minerals, Inc (“Target”), to acquire 100% interest of Target’s 1% production royalty on the Olinghouse Project.

 

The Company has the exclusive right and option (the “Olinghouse Purchase Option”), exercisable at any time during the Olinghouse Option Period, as further defined below, at its sole discretion, to acquire 100% of a 1% production royalty from the net smelter returns on all minerals and products produced from certain properties comprising the Olinghouse Project.

 

The term of the Olinghouse Purchase Option shall be the later of one year, or 60 days after the date on which the Company delivers to Target a written notice to exercise the Olinghouse Purchase Option, subject to further extension if Target’s conditions to closing are not fully satisfied or otherwise waived by the Company. Full consideration of the Olinghouse Agreement consists of the following: (i) an initial cash option payment of $200,000 payable upon execution of the Agreement, which we paid on December 18, 2021, and (ii) purchase price (the “Olinghouse Purchase Price”) which shall be paid by the Company to Target in either cash or common shares of the Company, the determination of which shall be as follows:

 

  if the Company’s 10-day volume weighted average price (“VWAP”) Calculation is less than $1.25 per share, the Olinghouse Purchase Price shall be paid in cash; or
  if the Company’s 10-day VWAP Calculation is more than $1.25 per share, the Olinghouse Purchase Price shall be paid in the form of 2,000,000 Shares of the Company’s common stock.

 

On December 23, 2022, Target agreed to extend the Olinghouse Purchase Option for an additional one-year term, expiring on December 17, 2023, for a one-time cash payment of $40,000.

 

Palmetto Project

 

On January 27, 2022, our wholly-owned subsidiary, Nevada Canyon, LLC, entered into a Royalty Purchase Agreement (the “Royalty Agreement”) with Smooth Rock Ventures, LLC, a wholly-owned subsidiary of Smooth Rock Ventures Corp. (“Smooth Rock”), to acquire a 2% net smelter returns royalty (“NSR”) on the Palmetto Project (the “Palmetto Project”), located in Esmeralda County, Nevada. Alan Day, our CEO, President, and director, is also a director and Vice-President of Smooth Rock.

 

To acquire the 2% NSR on the Palmetto Project, Nevada Canyon agreed to pay Smooth Rock a one-time cash payment of $350,000, which was paid on February 7, 2022.

 

Off-Balance Sheet Arrangements

 

None.

 

Use of Estimates

 

Areas where significant estimation judgments are made and where actual results could differ materially from these estimates are the carrying value of certain assets and liabilities which are not readily apparent from other sources and the classification of net operating loss and tax credit carry forwards.

 

We evaluate impairment of our long-lived assets whenever there is an indication that carrying value of the long-lived asset may not be recoverable. We have not recognized any impairment charge on our long-lived assets during the quarter ended June 30, 2023.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this item.

 

22
 

 

Item 4. Controls and Procedures

 

(a) Evaluation of Disclosure Controls and Procedures

 

We conducted an evaluation, under the supervision and with the participation of the Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934 as amended (the “Exchange Act”)). Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer, concluded that our disclosure controls and procedures, as of the end of the fiscal quarter covered by this quarterly report on Form 10-Q, were not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

 

(b) Changes in Internal Controls over Financial Reporting

 

During the quarter ended June 30, 2023, there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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.

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings

 

None.

 

Item 1A. Risk Factors

 

We incorporate by reference the Risk Factors included as Item 1A of our Annual Report on Form 10-K we filed with the Securities and Exchange Commission on March 27, 2023.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

None.

 

Item 5. Other Information

 

On February 3, 2023, the Company entered into a public relations services agreement (the “Agreement”) with Think Ink Marketing Data & Email Services, Inc. (“Think Ink”) to develop an investor outreach program. The Agreement is for a six-month term. During the six-month period ended June 30, 2023 the Company paid $40,000, which were recognized as general and administrative expenses for the quarter ended June 30, 2023. Subsequent to June 30, 2023, the Company paid an additional $20,000 to Think Ink to continue its services.

 

On April 5, 2023, the Company entered into a consulting services agreement (the “Warm Springs Agreement”) with Warm Springs Consulting LLC. (“Warm Springs”) to develop registry-verified carbon credits for voluntary and compliance markets in the State of Nevada and the Western United States. The Warm Springs Agreement is for a nine-month term, and the Company agreed to an initial budget of $115,525, of which $65,820 was paid during the quarter ended June 30, 2023, and was expensed during the same period as part of professional fees.

 

23
 

 

Item 6. Exhibits

 

  (a) The following exhibits are filed with this quarterly report on Form 10-Q or are incorporated herein by reference:

 

Exhibit

Number

  Description
     
10.01.1   Definitive Agreement, dated December 17, 2015 (1)
10.01.2   Exploration and Option Agreement, dated September 15, 2015 (1)
10.02   Exploration Lease and Option to Purchase Agreement, dated June 7, 2017 (2)
10.03   Option Purchase Agreement, dated July 5, 2017 (3)
10.04   Exploration Lease Agreement, dated August 2, 2017 (4)
10.05   Definitive Purchase Agreement dated July 11, 2018 (5)
10.06   Exploration Lease with Option to Purchase Agreement, dated May 19, 2021 (6)
10.07   Exploration Lease with Option to Purchase Agreement, dated June 4, 2021 (7)
10.08   Convertible Note Agreement (8)
10.09   Subscription Agreement (8)
10.10   Royalty Option to Purchase Agreement, dated December 17, 2021 (9)
10.11   Exploration Lease with Option to Purchase Agreement, dated December 27, 2021 (10)
10.12   Share Cancellations and Releases tendered by Mr. Michael Levine and BCIM management, LLC (Ron Tattum) dated December 30, 2021 (11)
10.13   Form of a lock-up agreement between the Company and certain Subscribers dated December 30, 2021 (11)
10.14   Royalty Purchase Agreement, dated January 27, 2022(12)
10.15   Form of a vesting and lock-up agreement between the Company and certain Subscribers with an effective date of December 30, 2021 (13)
10.16   Public Relations Services Agreement between the Company and Think Ink Marketing Data & Email Services, Inc. (“Think Ink”) dated February 3, 2023 (15)
10.17   Consulting Agreement, dated February 24, 2023, by and between Nevada Canyon Gold Corp. and Ryan McMillan (14)
10.18   Consulting Agreement, dated February 24, 2023, by and between Nevada Canyon Gold Corp. and RNR Enterprises (14)
10.19   Consulting Agreement, dated February 24, 2023, by and between Nevada Canyon Gold Corp. and Little Hill Holdings LLC (14)
10.20   April 5, 2023, by and between Nevada Canyon Gold Corp. and Warm Springs Consulting LLC*
31.1   Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*.
31.2   Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*.
32.1   Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*.
32.2   Certification of the Chief Financial Officer pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*.
101.INS   Inline XBRL Instance Document.
101.SCH   Inline XBRL Taxonomy Extension Schema.
101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase.
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase.
101.LAB   Inline XBRL Taxonomy Extension Label Linkbase.
101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

  (1) Incorporated by reference herein from the Form 8-K filed by the Company on December 22, 2015.
  (2) Incorporated by reference herein from the Form 8-K filed by the Company on June 8, 2017.
  (3) Incorporated by reference herein from the Form 8-K filed by the Company on July 7, 2017.
  (4) Incorporated by reference herein from the Form 8-K filed by the Company on August 7, 2017.
  (5) Incorporated by reference herein from the Form 8-K filed by the Company on July 12, 2018.
  (6) Incorporated by reference herein from the Form 8-K filed by the Company on May 19, 2021.
  (7) Incorporated by reference herein from the Form 8-K filed by the Company on June 7, 2021.
  (8) Incorporated by reference herein from the Form 8-K filed by the Company on September 13, 2021.
  (9) Incorporated by reference herein from the Form 8-K filed by the Company on December 21, 2021.
  (10) Incorporated by reference herein from the Form 8-K filed by the Company on December 28, 2021.
  (11) Incorporated by reference herein from the Form 8-K filed by the Company on December 30, 2021.
  (12) Incorporated by reference herein from the Form 8-K filed by the Company on February 1, 2022.
  (13) Incorporated by reference herein from the Form 8-K/A filed by the Company on March 25, 2022.
  (14) Incorporated by reference herein from the Form 8-K filed by the Company on February 27, 2023.
  (15) Incorporated by reference herein from the Form 10-Q filed by the Company on May 12, 2023.
  * Filed herewith.

 

24
 

 

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 thereunto duly authorized.

 

  NEVADA CANYON GOLD CORP.
   
August 11, 2023 /s/ Alan Day
  Alan Day
  Chief Executive Officer (Principal Executive Officer),
  President and Member of the Board of Directors

 

25

 

Exhibit 10.20

 

Consulting Services Agreement  

 

This Consulting Agreement (“Agreement”) is effective this 5th day of March, 2023 (“Effective Date”).

 

Between:

 

Warm Springs Consulting LLC, an Idaho limited liability company located at 2l7 S. 11th St., Boise, ID, 83704

(“WSC”)

And

Nevada Canyon Gold Corp.,31 California Ave Suite 543, Reno, NV 89509

(“Client”)

 

Background:

 

I.WSC is a Boise based women-owned consulting firm that guides organizations in sustainability and organizational change.

 

II.Client has determined that WSC has the necessary qualifications, experience and abilities to provide consulting services to Client.

 

III.WSC is able and willing to provide such consulting services to Client on the terms and conditions set out in this Agreement.

 

IV.The parties decided to work together because they enjoy and respect each other and they trust one another to be reliable and accountable. The parties value clear and open communication and expect to navigate any challenges or changes with a commitment to respectful communication. To ensure that expectations are clearly communicated and carried out, the parties want to clarify their rights and responsibilities in the writing of this agreement.

 

In exchange for good and valuable consideration (which the parties acknowledge and agree is sufficient), the parties agree to the validity of the background material above and to the provisions that follow.

 

Terms:

 

1.Services. WSC and Client (each a “Party”, together referred to as the “Parties”), have agreed that WSC will provide certain Services to Client for Fees, as described in the Proposal dated [-date], attached hereto as Exhibit A (the “Services”).

 

2.Working Relationship. Client agrees to the following terms for delivery and review of materials.

 

2.1.Client will provide all essential information/data/materials essential to complete the Services in a timely manner. The default timeline will be within two weeks of items requested.

 

2.2.Client will be in communication with WSC partners Deb LaSalle or Amber Bieg as soon as workable regarding any upsets that may be occurring in the stakeholder community, with Client staff or others.

 

Warm Springs Consulting LLC   |   Boise, ID   |   (208) 918-1707   |   warmspringsconsulting.com

 

 

Consulting Services Agreement  

 

2.3.Client will communicate impressions and needs openly, as soon as feasible, even when those communications are difficult to deliver.

 

3.Duration & Timelines. This Agreement will commence on the date signed with WSC services to start immediately and will continue until terminated or as otherwise agreed to by WSC and the Client. Parties acknowledge that WSC’s compliance with proposed timelines is dependent on WSC receiving required information/data/materials from the Client per the agreed upon schedule; therefore, the duration of a timeline in this Agreement will automatically extend in proportion to any delay in Client’s delivery of materials to WSC.

 

4.Fees, Invoicing, Payment & Late Fees: WSC will issue invoices for the fees for services performed based on the scope of work in the enclosed proposal (“Fees”). The total fees will not exceed the “Not to Exceed Amount” as described in Exhibit A. The initial invoice will require payment of a retainer of l5% of the Total Estimated Fees per Exhibit A, and will be submitted upon the signing of this Agreement. Monthly invoices will be submitted thereafter. Client payments shall be made no later than 30 days after WSC submits an invoice. All Fees shall be paid in $USD, unless otherwise agreed in writing. Client will pay l.5% of interest per month if payment due dates are not met.

 

5.Reimbursement of Travel Costs. Parties acknowledge that WSC may incur travel costs that are necessary and reasonable for performance of the Services. These travel costs will be invoiced for reimbursement in addition to the Fees. If travel occurs for reasons that are not related to performance of the Services, Client will reimburse WSC if WSC obtained prior written consent for reimbursement for the travel from Client (email being sufficient). For international travel, WSC’s request will include spending parameters. Domestic travel, including transportation, lodging, meals, and incidental expenses, shall be reimbursed by Client based on rates and guidance set forth by the US General Services Administration.

 

6.Out of Scope Services. Unless this Agreement is modified by mutual agreement, services outside the scope of the Services in Exhibit A that are requested by the Client in writing and which WSC agrees to perform in writing will be billed at the following rates: Partner rate is at $225/hr, Senior rate is $l75/hr, Mid rate is $l50/hr. WSC will inform Client if requested work is outside the scope of the Services prior to performance, although WSC may not necessarily be able to inform Client in advance of the total cost.

 

7.Additional Services. Client will also be given the opportunity to contract for additional services through WSC’s preparation of new scopes of work that may be attached as additional exhibits to this Agreement. WSC will prepare a Contract Modification which will specify the scope of work, pricing and timeframes. Additional Services will be subject to the contractual provisions contained herein upon written approval by Client.

 

8.Confidential & Proprietary Information. Except as provided elsewhere in this Agreement, all information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), shall be deemed to be confidential and proprietary (“Proprietary Information”).

 

Warm Springs Consulting LLC   |   Boise, ID   |   (208) 918-1707   |   warmspringsconsulting.com

 

 

Consulting Services Agreement  

 

8.1.The definition of Proprietary Information includes, but is not limited to marketing plans, sales proposals, products, services, vendors, training manuals, sales scripts, names of investors, donor information, fundraising information, business strategies, financial information, forecasts, personnel information, customer lists, operating procedures, pricing policies, strategic plans, intellectual property, and all information of third parties that Disclosing Party has an obligation to keep confidential, or individually identifiable information about an employee or contractor of a Disclosing Party, including but not limited to any individually identifiable health or financial information. The Receiving Party acknowledges and agrees that in any proceeding to enforce this Agreement it will be presumed that the Proprietary Information constitutes protectable trade secrets, and that the Receiving Party will bear the burden of proving that any portion of the Proprietary Information was publicly or rightfully known and disclosed by the Receiving Party. Other than as specifically provided herein, the Receiving Party shall make no disclosure of any Proprietary Information of the Disclosing Party without the express written consent of the Disclosing Party, unless the Receiving Party is required by applicable law, rule, regulation or lawful order or ruling of any court, government agency or regulatory commission to disclose any Proprietary Information. In that event, the Receiving Party understands that the Disclosing Party may desire to seek an appropriate protective order or take steps to protect the confidentiality of such Proprietary Information. Consequently, the Receiving Party agrees that it will provide the Disclosing Party with prompt notice of such request(s) to disclose.

 

8.2.The definition of Proprietary Information excludes information that can be demonstrated as:

 

(a) previously known to the Receiving Party, (b) independently developed by the Receiving Party,

(c) acquired from a third party not under similar non-disclosure obligations to the Disclosing Party, or (d) acquired through the public domain through no breach by the Receiving Party of this Agreement.

 

8.3.Return or Destruction of Proprietary Information. At any time during, or after the termination of, this Agreement, at Disclosing Party’s written request, Receiving Party shall promptly return to disclosing Party all copies, whether in written, electronic, or other form or media, of disclosing Party’s Proprietary Information, or destroy all such copies and certify in writing to disclosing Party that such Proprietary Information has been destroyed.

 

9.Ownership of Materials. For the purposes of this Agreement, materials created by WSC (“WSC Materials”) shall be divided into three categories and ownership regulated as follows:

 

9.1.‘Category 1 Materials” are original materials, data, and similar documents created by WSC independent from the relationship with Client or prior to this Agreement, and all derivatives of such documents created by WSC. WSC shall retain all rights to all Category l Materials. WSC may use and modify Category l Materials for Client’s benefit, and Client shall obtain no rights to Category l Materials unless specifically granted rights from WSC in writing or in this Agreement.

 

Warm Springs Consulting LLC   |   Boise, ID   |   (208) 918-1707   |   warmspringsconsulting.com

 

 

Consulting Services Agreement  

 

9.2.‘Category 2 Materials” are original materials, data, and similar documents created by WSC during the term of this Agreement for the purpose of providing the Services that do not contain Proprietary Information disclosed by Client. WSC retains all rights to Category 2 Materials and grants Client an irrevocable, perpetual, royalty-free license to Category 2 Materials. WSC may leverage the experience gained in producing Category 2 Materials and use Category 2 Materials for any purpose, provided that, for a period of 3 years, WSC shall not use Category 2 Materials for the purposes of competing with or providing services to entities that are direct competitors of Client (this includes entities that are not yet competitors but seek to develop a similar business model to Canyon Carbon Corporation), unless Client provides prior written consent.

 

9.3.‘Category 3 Materials” are original materials, data, and similar documents created by WSC during the term of this Agreement that contain Proprietary Information disclosed by Client. WSC retains all rights to these Category 3 Materials and grants Client an irrevocable, perpetual, royalty-free license to Category 3 Materials, provided that WSC shall not use or modify Category 3 Materials for purposes outside the scope of this Agreement without prior written consent from Client.

 

9.4.Category Determination. WSC shall determine the characterization of WSC Materials as Category l Materials, Category 2 Materials, and Category 3 Materials and provide notice of such characterization to Client if Client requests. In the event that Client disputes WSC’s characterization, the parties shall implement the dispute resolution procedures in this Agreement.

 

9.5.License from Client. Client grants WSC a limited, non-transferable, nonexclusive license to copy, use, store, set up, publicly display, publicly perform and transmit any trade names, trademarks, service marks, copyrights, content, text, images, software, functionality, page and other design and layout, media and other materials owned by Client and shared with WSC in connection with providing the Services in accordance with this Agreement.

 

10.No Transfer of Rights, Title, or Interest. Unless provided otherwise in this Agreement, each Party hereby retains its entire right, title, and interest, including all intellectual property rights, in and to all of its Proprietary Information. Any disclosure of Proprietary Information under this Agreement shall not be construed as an assignment, grant, option, license, or other transfer of any such right, title, or interest whatsoever to a receiving Party.

 

11.Portfolio Release. Client agrees that WSC has the right to use materials created pursuant to this Agreement for WSC’s portfolio, samples, self-promotion including advertising for WSC’s business including without limitation Facebook or Instagram, or any other social media platform with Client’s prior written consent. In the event Client wishes to exclude some specifc materials from the release under this paragraph, or to limit the time period of such release, WSC and Client may agree in writing to such limitation.

 

Warm Springs Consulting LLC   |   Boise, ID   |   (208) 918-1707   |   warmspringsconsulting.com

 

 

Consulting Services Agreement  

 

12.Data Security and Protection. WSC will maintain commercially reasonable safeguards against the destruction, loss or alteration of Client data in the possession or control of WSC (or its subcontractors). WSC will observe and comply with all applicable federal and state data privacy and data protection laws and regulations. In addition, Client will do the same for WSC. The Parties shall promptly notify each other if either becomes aware of any actual or suspected data violation (or charge or investigation). The Parties shall comply with governmental authorities in connection with such actual or suspected violation (or charge or investigation).

 

13.No Representations or Warranties. Each Party acknowledges that all Proprietary Information is provided on an “AS IS” basis. Disclosing Party does not make any representation or warranty, expressed or implied, as to the accuracy or completeness of the Proprietary Information disclosed to Receiving Party. Disclosing Party will not be liable to receiving Party relating to or resulting from receiving Party’s use of any of the Proprietary Information or any errors in or omissions from the Proprietary Information.

 

14.No Guarantee. WSC does not warrant or guarantee any specific level of performance or results other than the completion of the deliverables specified in this Agreement. Examples of results obtained for other clients of WSC may be used as a marketing tool and shown to Client for demonstrative purposes only and should not be construed by Client as indicating any promised results or level of results.

 

15.Remedies. The Parties acknowledge that the Proprietary Information exchanged is valuable and unique and that disclosure in breach of this Agreement will result in irreparable injury to the adversely affected Party, for which monetary damages, on their own, would be inadequate. Accordingly, the Parties agree the adversely affected Party shall have the right to seek an injunction enjoining any such breach or threatened breach of the Agreement.

 

16.Force majeure.

 

16.1.Definition. For purposes of this Agreement, “force majeure event” means, with respect to a party, any event or circumstance, whether or not foreseeable, that was not caused by that party, and any consequences of that event or circumstance.

 

16.2.Required conduct. If a force majeure event prevents a party from complying with any one or more obligations under this Agreement, that inability to comply will not constitute breach if: that party uses reasonable efforts to perform those obligations; and that party’s inability to perform those obligations is not due to its failure to (A) take reasonable measures to protect itself against events or circumstances of the same type as that force majeure event or (B) develop and maintain a reasonable contingency plan to respond to events or circumstances of the same type as that force majeure event; and that party complies with its obligations under this section.

 

16.3.Duty to notify and mitigate. If a force majeure event occurs, the noncomplying party shall promptly notify the other party of occurrence of that force majeure event, its effect on performance, and the expected duration of such effect. Thereafter the noncomplying party shall update that information as reasonably necessary. During a force majeure event, the noncomplying party shall use reasonable efforts to limit damages to the other party and to resume its performance under this Agreement

 

Warm Springs Consulting LLC   |   Boise, ID   |   (208) 918-1707   |   warmspringsconsulting.com

 

 

Consulting Services Agreement  

 

17.Assignment. This Agreement may not be transferred or assigned by WSC to any other party without the written consent of Client.

 

18.Third Parties. There are no third party beneficiaries under this Agreement.

 

19.Limitation of Liability and Insurance. WSC maintains liability insurance of at least $l million and will maintain such insurance in full force and effect during the term of this Agreement. WSC shall not be liable for any incidental, consequential, indirect or special damages, or for any loss of profits or business interruptions caused or alleged to have been caused by the performance or nonperformance of the Services. Client agrees that, in the event WSC is determined to be liable for any such loss, Client’s sole remedy against WSC is limited to a refund of payments made by Client for said Services, less expenses paid to subcontractors or to third parties. WSC is not responsible for errors which result from faulty or incomplete information supplied to WSC by Client. Client also agrees to not seek damages in excess of the contractually agreed upon limitations directly or indirectly through suits by or against other parties. WSC shall not be liable to Client for any costs, damages or delays due to causes beyond its control, expressly including without limitation, unknown site characteristics, changes in policies, or changes in terms of services. The limitations of liability in this Section do not apply if WSC is found to have engaged in gross negligence.

 

20.Dispute Resolution. In the case of disputes, the Parties shall strive to come into alignment using reasonable, respectful, good-faith communication. The Parties agree to participate in voluntary mediation or similar form of conflict resolution (and share the costs equally) before initiating any civil action for breach or other cause of action in a court of law, provided that either party may seek an injunction against disclosure of Proprietary Information prior to mediation if in such party’s judgment such action is necessary to avoid irreparable damage.

 

21.Binding Authority. The individuals signing this Agreement on behalf of the Parties have full authority to enter into this Agreement on behalf of the entity they represent.

 

22.Waiver of Jury Trial. The parties hereby waive their respective rights to a jury trial of any claim or cause of action based upon or arising out of this Agreement (including exhibits, schedules, attachments, and appendices attached to this Agreement) or any of the transactions contemplated herein, including, without limitation, contract claims, tort claims, breach of duty claims, and all other common law or statutory claims. The parties represent that each has reviewed this waiver and each knowingly and voluntarily waives its jury trial rights. In the event of litigation, a copy of this Agreement may be fled as a written consent to a trial by the court.

 

23.Attorney Fees. Reasonable attorney fees are to be awarded to the prevailing party in any formal court proceeding action to enforce this Agreement or to declare forfeiture or termination of this Agreement.

 

Warm Springs Consulting LLC   |   Boise, ID   |   (208) 918-1707   |   warmspringsconsulting.com

 

 

Consulting Services Agreement  

 

24.Governing Law and Venue. Enforcement or interpretation of this Agreement shall be in accordance with the laws of the State of Idaho and the venue shall be in Ada County, Idaho.

 

25.Entire Agreement and Amendments. This Agreement is the final, complete and exclusive Agreement of the Parties. This Agreement may be altered or amended only by written agreement signed by both Parties.

 

26.Termination. This Agreement will terminate on March 3l, 2024. If Client desires to terminate the Agreement early, Client must submit a written request via email to WSC partner Amber Bieg or Deb LaSalle at least three (3) days prior to the desired date of early termination. If Client chooses to terminate this Agreement early, WSC will invoice Client for services provided up to the date of termination, and upon payment for such services, Client will have no further liability or obligation to pay for the Services.

 

27.Severability. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect.

 

28.Waivers. No failure or delay by either Party in exercising any right under this Agreement will constitute a waiver of that right.

 

[end of text; signatures follow]

 

/s/ Amber Bieg   4/5/2023   /s/ Jeff Cocks   4/5/2023

Amber Bieg, Partner

 

Warm Springs Consulting LLC

2l7 S. llth St.

Boise, ID, 83704

  Date  

 

 

Nevada Canyon Gold Corp.

  Date

 

Warm Springs Consulting LLC   |   Boise, ID   |   (208) 918-1707   |   warmspringsconsulting.com

 

 

Exhibit A - Scope of Work Proposal

 

March 23, 2023

 

Dear Jeffrey Cocks and Nevada Canyon Gold,

 

Our team at Warm Springs Consulting LLC (WSC) is pleased to submit this proposal to continue our collaboration with Nevada Canyon in Carbon Credit Development Business Planning and Feasibility Analysis. This is the second phase of the project with Nevada Canyon (started in March 2022) to explore the feasibility of developing registry-verified carbon credits for both voluntary and compliance markets within the state of Nevada and the Western US.

 

We propose a nine-month engagement, starting March 24, 2023, extending through the end of the year. The scope of work is summarized below and detailed on the following pages. The project scope will not exceed the amount summarized in the table below. The project will be billed monthly according to work performed - with all hours billed to a specific task and tracked in 15-minute intervals.

 

As part of this scope WSC will apply for grants which may cover some of these costs. Grant funding is not guaranteed. However, should grant funding be received by WSC to cover a portion of this scope of work, WSC will not bill for that work. Also, if it is deemed not necessary to perform a task within the scope of work, WSC will not bill for that task. WSC will kick the project off upon the signing of a project agreement. To accept this agreement, please sign the contract and return promptly.

 

Led by WSC Partner, Amber Bieg, our team of consultants are excited to continue this project together.Thank you for the opportunity to support Nevada Canyon Gold in pursuing this opportunity.

 

Sincerely,

 

/s/ Amber Bieg

 

Amber Bieg, Partner, Warm Springs Consulting

amber@warmspringsconsulting.com I Office: 208-918-1707 I Cell: [redacted]

 

 

 
 

 

 

 
 

 

 

 

 

Exhibit 31.1

 

CERTIFICATION PURSUANT TO SECTION 302 (a) OF THE SARBANES-OXLEY ACT OF 2002

 

I, Alan Day, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of Nevada Canyon Gold Corp. (the “registrant”);

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

3. Based on my knowledge, the financial statements and other financial information included in this quarterly report fairly presents in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within the entity, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

 

Dated: August 11, 2023 /s/ Alan Day
  Alan Day
  Chief Executive Officer
  (Principal Executive Officer)

 

 

 

Exhibit 31.2

 

CERTIFICATION PURSUANT TO SECTION 302 (a) OF THE SARBANES-OXLEY ACT OF 2002

 

I, Jeffrey A. Cocks, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of Nevada Canyon Gold Corp. (the “registrant”);

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

3. Based on my knowledge, the financial statements and other financial information included in this quarterly report fairly presents in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within the entity, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

 

Dated: August 11, 2023 /s/ Jeffrey A. Cocks
  Jeffrey A. Cocks
  Chief Financial Officer
  (Principal Accounting Officer)

 

 

 

Exhibit 32.1

 

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-oxley act of 2002

 

In connection with the Quarterly Report of Nevada Canyon Gold Corp. (the “Company”) on Form 10-Q for the period ending June 30, 2023, as filed with the Securities and Exchange Commission on or about the date hereof (“Report”), I, Alan Day, the Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: August 11, 2023 /s/ Alan Day
  Alan Day
  Chief Executive Officer
  (Principal Executive Officer)

 

 

 

Exhibit 32.2

 

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-oxley act of 2002

 

In connection with the Quarterly Report of Nevada Canyon Gold Corp. (the “Company”) on Form 10-Q for the period ending June 30, 2023, as filed with the Securities and Exchange Commission on or about the date hereof (“Report”), I, Jeffrey A. Cocks, the Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated: August 11, 2023 /s/ Jeffrey A. Cocks
  Jeffrey A. Cocks
  Chief Financial Officer
  (Principal Accounting Officer)

 

 

v3.23.2
Cover - shares
6 Months Ended
Jun. 30, 2023
Aug. 11, 2023
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Jun. 30, 2023  
Document Fiscal Period Focus Q2  
Document Fiscal Year Focus 2023  
Current Fiscal Year End Date --12-31  
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  
Title of 12(b) Security Common Stock, $0.0001 par value  
Trading Symbol NGLD  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   11,632,950
v3.23.2
Condensed Consolidated Balance Sheets (Unaudited) - USD ($)
Jun. 30, 2023
Dec. 31, 2022
Current Assets    
Cash $ 779,198 $ 1,007,018
Prepaid expenses 9,856 4,829
Total Current Assets 789,054 1,011,847
Investment in equity securities 61,843 156,805
Mineral property interests 760,395 720,395
TOTAL ASSETS 1,611,292 1,889,047
Current Liabilities    
Accounts payable and accrued liabilities 809,796 844,963
Total Liabilities 1,309,796 1,321,994
Commitments and Contingencies (Notes 5 and 9)
Stockholders’ Equity    
Preferred Stock: Authorized 10,000,000 preferred shares, $0.0001 par, none issued and outstanding as of June 30, 2023 and December 31, 2022
Common Stock: Authorized 100,000,000 common shares, $0.0001 par, 11,077,394 issued and outstanding as of June 30, 2023 and December 31, 2022 1,107 1,107
Additional paid-in capital 3,563,620 3,073,447
Obligation to issue shares 388,889
Accumulated deficit (3,652,120) (2,507,501)
Total Stockholders’ Equity (Deficit) 301,496 567,053
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 1,611,292 1,889,047
Related Party [Member]    
Current Liabilities    
Related party payables $ 500,000 $ 477,031
v3.23.2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares
Jun. 30, 2023
Dec. 31, 2022
Statement of Financial Position [Abstract]    
Preferred stock, shares authorized 10,000,000 10,000,000
Preferred stock, par value $ 0.0001 $ 0.0001
Preferred stock, shares issued 0 0
Preferred stock, shares outstanding 0 0
Common stock, shares authorized 100,000,000 100,000,000
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares issued 11,077,394 11,077,394
Common stock, shares outstanding 11,077,394 11,077,394
v3.23.2
Condensed Consolidated Statements of Operations (Unaudited) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2023
Jun. 30, 2022
Jun. 30, 2023
Jun. 30, 2022
Operating expenses        
Consulting fees $ 124,167 $ 7,597 $ 179,493 $ 21,726
Director and officer compensation 421,440 313,417 723,506 358,191
General and administrative expenses 50,851 5,876 75,565 10,741
Professional fees 70,320 48,010 76,320 56,332
Transfer agent and filing fees 3,868 2,545 8,590 9,800
Total operating expenses (670,646) (377,445) (1,063,474) (456,790)
Other income (expense)        
Amortization of debt discount (174,830) (301,392)
Fair value gain (loss) on equity investments (6,224) (163,284) (94,962) 203,850
Foreign exchange gain (loss) 4 (8,211) 4 (967)
Interest income 7,321 827 13,813 888
Realized gain (loss) on equity investments (56,325) 211,530
Total other income (expense) 1,101 (401,823) (81,145) 113,909
Net loss $ (669,545) $ (779,268) $ (1,144,619) $ (342,881)
Net loss per common share - basic $ (0.09) $ (0.29) $ (0.16) $ (0.13)
Net loss per common share - diluted $ (0.09) $ (0.29) $ (0.16) $ (0.13)
Weighted average number of common shares outstanding :        
Basic 7,074,061 2,680,093 7,074,061 2,680,093
Diluted 7,074,061 2,680,093 7,074,061 2,680,093
v3.23.2
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($)
Common Stock [Member]
Obligation To Issue Shares [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Total
Balance at Dec. 31, 2021 $ 868 $ 1,190,522 $ (951,446) $ 239,944
Balance, shares at Dec. 31, 2021 8,685,093        
Stock-based compensation - directors and CEO 44,774 44,774
Net income loss 436,387 436,387
Balance at Mar. 31, 2022 $ 868 1,235,296 (515,059) 721,105
Balance, shares at Mar. 31, 2022 8,685,093        
Balance at Dec. 31, 2021 $ 868 1,190,522 (951,446) 239,944
Balance, shares at Dec. 31, 2021 8,685,093        
Net income loss         (342,881)
Balance at Jun. 30, 2022 $ 868 1,548,713 (1,294,327) 255,254
Balance, shares at Jun. 30, 2022 8,685,093        
Balance at Mar. 31, 2022 $ 868 1,235,296 (515,059) 721,105
Balance, shares at Mar. 31, 2022 8,685,093        
Stock-based compensation - directors and CEO 313,417 313,417
Net income loss (779,268) (779,268)
Balance at Jun. 30, 2022 $ 868 1,548,713 (1,294,327) 255,254
Balance, shares at Jun. 30, 2022 8,685,093        
Balance at Dec. 31, 2022 $ 1,107 3,073,447 (2,507,501) 567,053
Balance, shares at Dec. 31, 2022 11,077,394        
Stock-based compensation - directors and CEO 243,733 243,733
Net income loss (475,074) (475,074)
Stock-based compensation - consultants 38,889 38,889
Stock-based compensation - officer 58,333 58,333
Balance at Mar. 31, 2023 $ 1,107 97,222 3,317,180 (2,982,575) 432,934
Balance, shares at Mar. 31, 2023 11,077,394        
Balance at Dec. 31, 2022 $ 1,107 3,073,447 (2,507,501) 567,053
Balance, shares at Dec. 31, 2022 11,077,394        
Net income loss         (1,144,619)
Balance at Jun. 30, 2023 $ 1,107 388,889 3,563,620 (3,652,120) 301,496
Balance, shares at Jun. 30, 2023 11,077,394        
Balance at Mar. 31, 2023 $ 1,107 97,222 3,317,180 (2,982,575) 432,934
Balance, shares at Mar. 31, 2023 11,077,394        
Stock-based compensation - directors and CEO 246,440 246,440
Net income loss (669,545) (669,545)
Stock-based compensation - consultants 116,667 116,667
Stock-based compensation - officer 175,000 175,000
Balance at Jun. 30, 2023 $ 1,107 $ 388,889 $ 3,563,620 $ (3,652,120) $ 301,496
Balance, shares at Jun. 30, 2023 11,077,394