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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: September 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: None

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.0001 par value   NGLD   OTC 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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit 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 November 13, 2023 the number of shares outstanding of the issuer’s common stock, par value $0.0001 per share, is 24,619,854.

 

 

 

   

 

 

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 Statement of Stockholders’ Equity (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 16
Results of Operations 18
Off-Balance Sheet Arrangements 25
Item 3. Quantitative and Qualitative Disclosures about Market Risk 25
Item 4. Controls and Procedures 25
PART II — OTHER INFORMATION 26
Item 1. Legal Proceedings 26
Item 1A. Risk Factors 26
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 26
Item 3. Defaults Upon Senior Securities 26
Item 4. Mine Safety Disclosures 26
Item 5. Other Information 26
Item 6. Exhibits 27
SignatureS 28

 

 2 

 

 

Part I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Nevada Canyon Gold Corp.

Condensed Consolidated Balance Sheets

(Unaudited)

 

   September 30, 2023   December 31, 2022 
         
ASSETS          
Current Assets          
Cash  $4,681,387   $1,007,018 
Cash in escrow   5,301,782    - 
Prepaid expenses   473,365    4,829 
Total Current Assets   10,456,534    1,011,847 
           
Investment in equity securities   41,637    156,805 
Mineral property interests   760,395    720,395 
TOTAL ASSETS  $11,258,566   $1,889,047 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY          
Current Liabilities          
Accounts payable and accrued liabilities  $812,743   $844,963 
Related party payables   460,000    477,031 
Total Liabilities   1,272,743    1,321,994 
           
Commitments and Contingencies (Notes 5 and 10)   -    - 
           
Stockholders’ Equity          
Preferred Stock: Authorized 10,000,000 preferred shares, $0.0001 par, none issued and outstanding as of September 30, 2023 and December 31, 2022   -    - 
Common Stock: Authorized 100,000,000 common shares, $0.0001 par, 17,588,126 and 11,077,394 issued and outstanding as of September 30, 2023 and December 31, 2022, respectively   1,758    1,107 
Additional paid-in capital   8,741,746    3,073,447 
Obligation to issue shares   5,569,667    - 
Accumulated deficit   (4,327,348)   (2,507,501)
Total Stockholders’ Equity (Deficit)   9,985,823    567,053 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY  $11,258,566   $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
September 30,
   For the nine months ended
September 30,
 
   2023   2022   2023   2022 
                 
Operating expenses                    
Consulting fees  $121,042   $4,500   $300,535   $26,226 
Director and officer compensation   424,150    316,862    1,147,656    675,053 
Exploration   21,023    20,758    21,556    20,758 
General and administrative   69,922    4,237    144,954    14,978 
Professional fees   23,794    13,258    100,114    69,590 
Transfer agent and filing fees   3,169    1,935    11,759    11,735 
Total operating expenses   663,100    361,550    1,726,574    818,340 
                     
Other income (expense)                    
Interest expense   -    (1,623)   -    (1,623)
Amortization of debt discount   -    (396,143)   -    (697,535)
Fair value gain (loss) on equity investments   (20,206)   (40,737)   (115,168)   163,113 
Foreign exchange loss   (4)   (15)   -    (982)
Interest income   8,082    4,397    21,895    5,285 
Realized gain on equity investments   -    -    -    211,530 
Total other income (expense)   (12,128)   (434,121)   (93,273)   (320,212)
Net loss  $(675,228)  $(795,671)  $(1,819,847)  $(1,138,552)
                     
Net income (loss) per common share - basic and diluted  $(0.07)  $(0.30)  $(0.23)  $(0.42)
Weighted average number of common shares outstanding :                    
Basic and diluted   9,109,468    2,680,093    7,759,985    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   Shares   Capital   Deficit   Equity 
   Common Stock   Obligation to Issue   Additional Paid-in   Accumulated   Total
Stockholders’
 
   Shares   Amount   Shares   Capital   Deficit   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 
                               
Stock-based compensation - directors and CEO   -    -    -    316,862    -    316,862 
Net loss for the three months ended September 30, 2022   -    -    -    -    (795,671)   (795,671)
Balance, September 30, 2022   8,685,093   $868   $-   $1,865,575   $(2,089,998)  $(223,555)
                               
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 
                               
Shares issued for cash   5,537,260    554    -    4,429,254    -    4,429,808 
Shares to be issued for cash in escrow   -    -    5,569,667    -    -    5,569,667 
Share issuance costs   -    -    -    (182,236)   -    (182,236)
Shares issued on exercise of warrants   1,250    -    -    1,500    -    1,500 
Stock-based compensation - consultants   -    -    -    116,667    -    116,667 
Stock-based compensation - officer   -    -    -    175,000    -    175,000 
Stock-based compensation - directors and CEO   -    -    -    249,149    -    249,149 
Vested shares distributed   972,222    97    (388,889)   388,792         - 
Net loss for the three months ended September 30, 2023   -    -    -    -    (675,228)   (675,228)
Balance,September 30, 2023   17,588,126   $1,758   $5,569,667   $8,741,746   $(4,327,348)  $9,985,823 

 

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 nine months ended
September 30,
 
   2023   2022 
OPERATING ACTIVITIES:          
Cash flows used in operating activities          
Net loss  $(1,819,847)  $(1,138,552)
Adjustment to reconcile net loss to net cash used in operating activities:          
Amortization of debt discount   -    697,535 
Fair value loss (gain) on equity investments   115,168    (163,113)
Foreign exchange loss   -    982 
Realized gain on equity investments   -    (211,530)
Stock based compensation - directors and CEO   739,322    675,053 
Stock based compensation - consultants   272,223    - 
Stock based compensation - officer   408,333    - 
Changes in operating assets and liabilities:           
Prepaid expenses   (291,651)   (70,566)
Accounts payable   (12,220)   (26,122)
Accrued interest payable   -    (63,473)
Related party payables   (17,031)   (27,000)
Net cash used in operating activities   (605,703)   (326,786)
          
INVESTING ACTIVITIES:          
Sale of equity investments   -    614,658 
Acquisition of mineral property interests   (60,000)   (410,000)
Net cash provided by (used in) investing activities   (60,000)   204,658 
          
FINANCING ACTIVITIES:          
Cash received on subscription to shares   4,429,808    400 
Share issuance cash costs   (182,236)   - 
Escrowed cash received on subscription to shares   5,569,667    - 
Share issuance cash costs on shares to be issued   (176,885)   - 
Cash received on exercise of warrants   1,500    - 
Net cash provided by financing activities   9,641,854    400 
          
Effects of foreign currency exchange on cash   -    (982)
          
Net increase (decrease) in cash and restricted cash   8,976,151    (122,710)
Cash and restricted cash, at beginning of period   1,007,018    1,420,864 
Cash and restricted cash, at end of period  $9,983,169   $1,298,154 
           
NONCASH INVESTING AND FINANCING ACTIVITIES:          
Mineral interests acquired with related parties payables, net  $40,000   $- 

 

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

SEPTEMBER 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 the 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.

 

As of September 30, 2023, the Company’s management has assessed the Company’s ability to continue as a going concern. Management’s assessment is based on various factors, including historical and projected financial performance, liquidity, and other relevant circumstances. As of the date of these condensed consolidated financial statements, the Company has sufficient cash including escrowed cash to meet its working capital requirements and fund its exploration programs and general day-to-day operations for at least the next 12 months. This assessment takes into account the Company’s current cash balances as a result of the sale of the Company’s common shares under offering statement on Form 1-A (the “Offering”), and expected future cash inflows from the Offering and future financing the management is planning to undertake.

 

While the Company believes it has the financial resources to continue its operations for the next 12 months, it is important to note that there are inherent uncertainties in projecting future cash flows, and there can be no assurance that these projections will be realized. The Company continues to closely monitor its financial position, market conditions, and other factors that may impact its ability to continue as a going concern. Management’s assessment is based on the information available as of the date of this report. If unforeseen events, adverse market conditions, or other factors negatively affect the Company’s financial position in the future, there may be a need to adjust the going concern assessment. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In the event that the Company’s ability to continue as a going concern becomes doubtful, adjustments to the carrying values of assets and liabilities, as well as additional disclosures, would be necessary.

 

In prior reporting periods, the Company concluded that substantial doubt regarding its ability to continue as a going concern existed. The cash received from sale of its common stock in the three month period ended September 30, 2023 (Note 7), alleviated the substantial doubt.

 

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, as amended, 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 nine months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

 

 7 

 

 

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. 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 September 30, 2023 and 2022, respectively (Note 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.

 

NOTE 4 – RELATED PARTY TRANSACTIONS

 

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

 

   September 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 
Total related party payables  $460,000   $477,031 

 

(a) These amounts are non-interest bearing, unsecured and due on demand.

 

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

 

   2023   2022   2023   2022 
  

Three months ended

September 30,

  

Nine months ended

September 30,

 
   2023   2022   2023   2022 
Director compensation incurred to the Chairman of the board, CFO and former CEO and President  $83,188   $105,797   $246,851   $225,392 
Director compensation incurred to a director   41,490    52,766    123,118    112,415 
Director compensation incurred to CEO, President, and  director   124,471    158,299    369,353    337,246 
Officer compensation incurred to VP of Operations   175,000    -    408,333    - 
Total related party transactions  $424,149   $316,862   $1,147,655   $675,053 

 

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. 

 

 8 

 

 

NOTE 5 – MINERAL PROPERTY INTERESTS

 

As of September 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.

 

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 nine months ended September 30, 2023 and 2022, the Company paid $2,543 (2022 - $2,543) for its mineral property interests in Lazy Claims, of which $2,000 (2022 - $2,000) represented annual minimum payment required under the Lazy Claims Agreement and $543 (2022 - $543) was associated with the annual mining claim fees payable to the Bureau of Land Management (the “BLM”). These fees were recorded as part of the Company’s exploration expenses.

 

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 nine months ended September 30, 2023 and 2022, the Company paid $4,791 (2022 - $4,791) in annual mining claim fees payable to the BLM. These fees were recorded as part of the Company’s exploration expenses. 

 

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.

 

 9 

 

 

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, made the first $20,000 anniversary payment on June 20, 2022, and made the second anniversary payment on August 10, 2023.

 

During the three and nine months ended September 30, 2023 and 2022, the Company paid $3,552 (2022 - $3,552) in annual mining claim fees payable to the BLM. These fees were recorded as part of the Company’s exploration expenses. 

 

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, made the first $20,000 anniversary payment on June 20, 2022, and made the second anniversary payment on August 10, 2023.

 

During the three and nine months ended September 30, 2023 and 2022, the Company paid $2,825 (2022 - $2,660) in annual mining claim fees payable to the BLM. These fees were recorded as part of the Company’s exploration expenses. 

 

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 Swales Property 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.

 

 10 

 

 

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 nine months ended September 30, 2023 and 2022, the Company paid $7,092 (2022 - $7,092) in annual mining claim fees payable to the BLM. These fees were recorded as part of the Company’s exploration expenses

 

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.

 

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 nine-month periods ended September 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 CEO 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 nine-month periods ended September 30, 2023 and 2022, the Company did not incur any additional expenses associated with the Palmetto Project.

 

 11 

 

 

NOTE 6 – INVESTMENT IN EQUITY SECURITIES

 

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

 

At September 30, 2023 and December 31, 2022, the fair value of the equity investment was $41,637 and $156,805, respectively, based on the market price of WRR Shares at September 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 September 30, 2023 the revaluation of the equity investment in WRR resulted in a $20,206 loss on the change in fair value of the equity investments (September 30, 2022 - $40,737). During the nine-month period ended September 30, 2023 the revaluation of the equity investment in WRR resulted in a $115,168 loss on the change in fair value of the equity investments (September 30, 2022 - $163,113 gain).

 

The Company did not sell any WRR Shares during the three- and nine-month periods ended September 30, 2023. During the three-month period ended September 30, 2022, the Company did not sell any WRR Shares. During the nine-month period ended September 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. 

 

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.

 

Units issued under offering statement on Form 1-A

 

During the three-month period ended September 30, 2023, the Company issued a total of 5,537,260 units of its common stock pursuant to its offering statement on Form 1-A (the “Offering”), which the Company filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 17, 2022, and which was qualified on September 27, 2022. Each unit is comprised of one common share (a “Common Share”), and one common share purchase warrant (a “Warrant”) to purchase one additional common share (a “Warrant Share”) at an exercise price of $1.20 per Warrant Share, expiring 24 months from the issuance date.

 

The Units were issued in three separate tranches as follows:

 

Effective date

  Number of units issued   Gross
proceeds
  

Share issuance costs – cash

  

Share issuance costs – agent warrants

  

Net

proceeds

 
July 27, 2023   432,914   $346,331   $26,178   $3,404   $320,153 
August 28, 2023   2,886,124    2,308,899    86,960    22,690    2,221,939 
September 23, 2023   2,218,222    1,774,578    69,098    17,439    1,705,480 
Total   5,537,260   $4,429,808   $182,236   $43,533   $4,247,572 

 

The Company paid a total of $225,769 in share issuance costs of which $43,533 were associated with issuance of 55,373 agent warrants (the “Agent Warrants”). The Agent Warrants are exercisable at $1.20 and expire 5 years from the issuance date. The fair value of the Agent Warrants was determined using Black-Scholes Option Pricing Model with the following assumptions: expected life of 5 years, risk-free interest rate of 4.67%, expected dividend yield - $Nil, and expected share price volatility of 216%.

 

As of September 30, 2023, the Company received subscriptions for an additional 6,962,083 units for total gross proceeds of $5,569,666 (the “Final Tranches”), which were recorded as obligation to issue shares. The share issuance costs associated with the Final Tranches totaling $176,885 were recorded as deferred share issuance costs and were included in prepaid expenses. The Company agreed to issue 69,621 Agent Warrants relating to the Final Tranches, which are valued at $54,734. These Agent Warrants were issued subsequent to September 30, 2023.

 

During the nine-month period ended September 30, 2023, the Company issued 1,250 Common Shares for total proceeds to the Company of $1,500 on exercise of a Warrant issued as part of the Offering.

 

 12 

 

 

Share-based compensation

 

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

 

   2023   2022   2023   2022 
  

Three months ended

September 30,

  

Nine months ended

September 30,

 
   2023   2022   2023   2022 
Directors and CEO  $249,149   $316,862   $739,322   $676,053 
Officer – VP of Operations   175,000    -    408,333    - 
Consultants   116,667    -    272,223    - 
Total  $540,816   $316,862   $1,419,878   $676,053 

 

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 September 30, 2023, 2,001,667 shares have vested and 4,003,333 shares are unvested. As of September 30, 2023, unvested compensation related to the Director Shares of $1,237,620 will be recognized over the next 1.25 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.

 

On July 5, 2023, the Company issued 333,333 shares as these shares had vested as of June 30, 2023, and on September 30, 2023, the Company issued a further 250,000 shares, which vested as of that date. As at September 30, 2023, the Company had distributed a total of 583,333 shares under the VP Agreement.

 

Unvested compensation related to the shares to be issued under the VP Agreement of $991,667 will be recognized over the next 1.42 years.

 

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.

 

On July 5, 2023, the Company issued a total of 222,222 shares as these shares had vested as of June 30, 2023, and on September 30, 2023, the Company issued a further 166,667 shares, which vested as of that date. As at September 30, 2023, the Company had distributed a total of 388,889 shares under the Consulting Agreements.

 

Unvested compensation related to the Shares to be issued under the Consulting Agreements of $1,127,778 will be recognized over the next 2.42 years.

 

 13 

 

 

Warrants

 

The changes in the number of warrants outstanding during the nine-month periods ended September 30, 2023 and for the year ended December 31, 2022, are as follows:

 

   Nine months ended
September 30, 2023
   Year ended
December 31, 2022
 
   Number of warrants   Weighted average exercise price   Number of warrants   Weighted average exercise price 
Warrants outstanding, beginning   -   $ n/a               -   $n/a   
Warrants issued - offering   5,537,260   $1.20    -   $ n/a   
Warrants issued - agent   55,373   $1.20    -   $n/a   
Warrants exercised   (1,250)  $1.20    -   $n/a   
Warrants outstanding, ending   5,591,383   $1.20    -   $ n/a   

 

Details of warrants outstanding as at September 30, 2023, are as follows:

 

Number of warrants

exercisable

   Expiry date  Exercise price 
 431,664   July 27, 2025  $1.20 
 2,886,124   August 28, 2025  $1.20 
 2,218,222   September 23, 2025  $1.20 
 55,373(1)  July 27, 2028  $1.20 
 5,591,383         

 

(1)Agent warrants

 

At September 30, 2023, the weighted average life of the warrants was 1.96 years.

 

Options

 

During the nine-month period ended September 30, 2023 and for the year ended December 31, 2022, the Company did not have any 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 nine-month periods ended September 30, 2022, the Company recorded $396,143 and $697,535 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.

 

 14 

 

 

NOTE 9 – PREPAID EXPENSES

 

Prepaid expenses at September 30, 2023 and December 31, 2022:

 

  

September 30, 2023

  

December 31, 2022

 
Prepaid advertising and investor relations services  $280,978   $367 
Deferred share issuance costs   176,885    - 
Prepaid conference fees   9,950    - 
Prepaid filing fees   3,177    1,462 
Prepaid consulting fees   2,375    3,000 
Total  $473,365   $4,829 

 

NOTE 10 – 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 nine-month period ended September 30, 2023 the Company paid $60,000, of which $40,000 were recognized as general and administrative expenses, and $20,000 were recorded as prepaid expenses.

 

On April 5, 2023, the Company entered into a consulting services agreement (the “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. The Agreement is for a nine-month term, and the Company agreed to an initial budget of $115,525, of which $82,615 was paid during the nine-month period ended September 30, 2023 and was expensed during the same period as part of professional fees.

 

On August 18, 2023, the Company entered into a marketing agreement with i2i Marketing Group, LLC. (the “i2i Agreement”). The i2i Agreement is for an initial three-month term, continuing on a month-to-month basis thereafter. During the three month period ended September 30, 2023, the Company prepaid $300,000 pursuant to the i2i Agreement and recognized $44,925 in general and administrative expense. At September 30, 2023, the prepaid balance associated with this agreement is $255,075.

 

NOTE 11 – SUBSEQUENT EVENT

 

Subsequent to September 30, 2023, the Company issued 69,675 Common Shares for total proceeds of $83,610 on exercise of warrants issued as part of the Offering.

 

 15 

 

 

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.

 

 16 

 

 

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 nine-month periods ended September 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.

 

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 nine-month periods ended September 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.

 

 17 

 

 

Results of Operations

 

Three- and nine-month periods ended September 30, 2023, compared to the three- and nine-month periods ended September 30, 2022:

 

  

Three months ended

September 30,

   Changes between the  

Nine months ended

September 30,

   Changes between the 
   2023   2022   periods   2023   2022   periods 
Operating expenses                              
Consulting fees  $121,042   $4,500   $116,542   $300,535   $26,226   $274,309 
Director and officer compensation   424,150    316,862    107,288    1,147,656    675,053    472,603 
Exploration   21,023    20,758    265    21,556    20,758    798 
General and administrative   69,922    4,237    65,685    144,954    14,978    129,976 
Professional fees   23,794    13,258    10,536    100,114    69,590    30,524 
Transfer agent and filing fees   3,169    1,935    1,234    11,759    11,735    24 
Total operating expenses   663,100    361,550    301,550    1,726,574    818,340    908,234 
Other income (expense)                              
Interest expense   -    (1,623)   (1,623)   -    (1,623)   (1,623)
Amortization of debt discount   -    (396,143)   (396,143)   -    (697,535)   (697,535)
Fair value gain (loss) on equity investments   (20,206)   (40,737)   (20,531)   (115,168)   163,113    (278,281)
Foreign exchange loss   (4)   (15)   (11)   -    (982)   (982)
Interest income   8,082    4,397    3,685    21,895    5,285    16,610 
Realized gain on equity investment   -    -    -    -    211,530    (211,530)
Total other income (expense)   (12,128)   (434,121)   (421,993)   (93,273)   (320,212   (226,939)
Net loss  $(675,228)  $(795,671)  $(120,443)  $(1,819,847)  $(1,138,552)  $681,295 

 

Revenues

 

We had no revenues for the three- and nine-month periods ended September 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 nine-month periods ended September 30, 2023 and 2022 included general and administrative, exploration, professional fees, director and officer compensation, consulting fees, and transfer agent and filing fees.

 

During the three-month period ended September 30, 2023, our operating expenses increased by $301,550 or 83%, to $663,100 as compared to $361,550 for the three months ended September 30, 2022. This change was associated with $424,150 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 September 30, 2022, we recorded $316,862 in director and officer compensation. Our consulting fees increased by $116,542, from $4,500 we incurred during the three-month period ended September 30, 2022, to $121,042 we incurred during the current period ended September 30, 2023, and which were associated with the vesting of shares we awarded to our consultants in March 2023; our general and administrative expenses increased by $65,685, from $4,237 we incurred during the three-month period ended September 30, 2022, to $69,922 we incurred during the three-month period ended September 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 $10,536, from $13,258 we incurred during the three-month period ended September 30, 2022, to $23,794 we incurred during the three-month period ended September 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 $1,234, from $1,935 we incurred during the three-month period ended September 30, 2022, to $3,169 we incurred during the three-month period ended September 30, 2023.

 

On a year-to-date basis, our operating expenses increased by $908,234 or 111%, to $1,726,574 as compared to $818,340 for the nine months ended September 30, 2022. This change was associated with $1,147,656 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 nine-month period ended September 30, 2022, we recorded $675,053 in director and officer compensation. Our consulting fees increased by $274,309, from $26,226 we incurred during the nine-month period ended September 30, 2022, to $300,535 we incurred during the current period ended September 30, 2023, and which were associated with the vesting of shares we awarded to our consultants in March 2023 for their services; our general and administrative expenses increased by $129,976, from $14,978 we incurred during the nine-month period ended September 30, 2022, to $144,954 we incurred during the nine-month period ended September 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 $30,524, from $69,590 we incurred during the nine-month period ended September 30, 2022, to $100,114 we incurred during the nine-month period ended September 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.

 

 18 

 

 

Other Income (Expenses)

 

During the three-month period ended September 30, 2023, we recognized $20,206 loss on fair value of investments in equity securities (2022 – $40,737). 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$0.16 per share at June 30, 2023, to CAD$0.11 per share at September 30, 2023, and to a smaller degree from fluctuation of exchange rates between the US and Canadian dollars. In addition, during the three-month period ended September 30, 2023, we earned $8,082 in interest revenue (2022 - $4,397).

 

During the nine-month period ended September 30, 2023, we recognized $115,168 loss on fair value of investments in equity securities (2022 – $163,113 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$0.11 per share at September 30, 2023, and to a smaller degree from fluctuation of exchange rates between the US and Canadian dollars. In addition, during the nine-month period ended September 30, 2023, we earned $21,895 in interest revenue (2022 - $5,285).

 

During the comparative three-month period ended September 30, 2022, we recorded $396,143 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 September 30, 2023.

 

During the comparative nine-month period ended September 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 $697,535 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 nine-month period ended September 30, 2023.

 

Net Loss

 

During the three months ended September 30, 2023, we incurred net loss of $675,228, as compared to net loss of $795,671 we generated during the three-month period ended September 30, 2022. This change mainly resulted from the absence of amortization of debt discount for the three-month period ended September 30, 2023, as compared to $396,143 loss for the comparative period, as we converted October 2021 notes payable during the year ended December 31, 2022. In addition our loss on revaluation of fair value of investments in equity securities was reduced as a result of smaller price fluctuations of WRR Shares during the three-month period ended September 30, 2023.

 

These decreases were in part offset by increased director and officer compensation of $424,150, which increased from $316,862 for the period ended September 30, 2022, an increase in consulting fees from $4,500 for the period ended September 30, 2022, to $121,042 for the period ended September 30, 2023, and an increase in professional fees from $13,258 for the period ended September 30, 2022, to $23,794 for the period ended September 30, 2023.

 

During the nine months ended September 30, 2023, we incurred net loss of $1,819,847, as compared to net loss of $1,138,552 we generated during the nine-month period ended September 30, 2022. This change was mainly affected by increased director and officer compensation of $1,147,656, which increased from $675,053 for the period ended September 30, 2022, an increased consulting fees $300,535 for the period ended September 30, 2023, as compared to $26,226 for the period ended September 30, 2022, and increased professional fees of $100,114 for the period ended September 30, 2023, as compared to $69,590 for the period ended September 30, 2022. In addition, reduction in the price of WRR Shares resulted in fair value loss of $115,168, as compared to $163,113 gain we recorded during the nine-month period ended September 30, 2022. These increases were offset by absence of amortization of debt discount for the nine-month period ended September 30, 2023, as compared to $697,535 amortization of discount in the comparative period; increased interest income of $21,895 during the nine-month period ended September 30, 2023, as compared to $5,285 for the nine-month period ended September 30, 2022, and absence of interest expense during the nine-month period ended September 30, 2023, as compared to $1,623 the Company incurred for the nine-month period ended September 30, 2022.

 

 19 

 

 

Liquidity and Capital Resources

 

  

September 30, 2023

  

December 31, 2022

 
         
Current assets  $10,456,534   $1,011,847 
Current liabilities   1,272,743    1,321,994 
Working capital surplus (deficit)  $9,183,791   $(310,147)

 

As of September 30, 2023, we had a cash balance of $9,983,169, of which $5,301,782 were held in escrow pending issuance of shares pursuant to the offering of up to 12,500,000 units (the “Units”) of our securities pursuant to Regulation A we filed with the US Securities and Exchange Commission in September of 2022 (the “Offering”). Our working capital was $9,183,791 and cash flows used in operations totaled $605,703 for the nine-month period ended September 30, 2023.

 

During the nine months ended September 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.

 

During the three months ended September 30, 2023, we issued 5,537,260 Units under the Offering, for net cash proceeds of $4,247,572, and had an obligation to issue a further 6,962,084 Units, for net cash proceeds of $5,301,782, which were held in escrow.

 

Due to the exploration rather than the production nature of our business, our operating activities do not generate cash flows, and cannot satisfy our cash requirements. However, we believe that the cash we were able to generate from the Offering will allow us to support our operations including our planned exploration programs and the general day-to-day business activities for the next 12-month period. We will continue to look for the opportunities to generate additional cash through future equity or debt financings.

 

Cash Flow

 

   Nine Months Ended
September 30,
 
   2023   2022 
Cash flows used in operating activities  $(605,703)  $(326,786)
Cash flows provided by (used in) investing activities   (60,000)   204,658 
Cash flows provided by financing activities   9,641,854    400 
Effects of foreign currency translation on cash   -    (982)
Net increase (decrease) in cash and restricted cash during the period  $8,976,151   $(122,710)

 

Net cash used in operating activities

 

During the nine months ended September 30, 2023, our net cash used in operating activities increased by $278,917, or 85%, to $605,703 for the nine months ended September 30, 2023, compared with $326,786 for the comparative period in 2022. During the nine months ended September 30, 2023, we used $284,801 to cover our cash operating costs, which were determined by reducing the net loss of $1,819,847 the Company incurred during the period, by non-cash items included in the net loss of $1,535,046; we used $291,651 to increase our prepaid expenses, of which $280,978 were associated with prepaid advertising and investor relation costs; we used further $17,031 to reduce amounts due to our related parties and $12,220 used to decrease our accounts payable and accrued liabilities.

 

During the nine months ended September 30, 2022, our net cash used in operating activities increased by $269,019, or 466%, to $326,786 for the nine months ended September 30, 2022, compared with $57,767 for the nine months ended September 30, 2021. During the nine months ended September 30, 2022, we used $139,625 to cover our cash operating costs, which were determined by reducing the net loss of $1,138,552 the Company incurred during the period, by non-cash items included in the net loss of $998,927; we used $26,122 to decrease our accounts payable and accrued liabilities, $27,000 to decrease amounts due to our related parties, and $70,566 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 addition, we used $65,096 cash to pay interest accrued on a convertible note payable, which was in part offset by $1,623 in interest expense on the convertible notes that had reached their maturity.

 

 20 

 

 

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

 

During the nine months ended September 30, 2023, we recognized $115,168 loss on revaluation of fair value of our investments in WRR Shares. In addition, we recognized $739,322 in director and officer compensation associated with the par-value shares we distributed to our directors and CEO on December 30, 2021, $408,333 and $272,223 we recorded on 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 nine months ended September 30, 2022, we recognized $163,113 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 $982 loss on foreign exchange fluctuations associated with cash we held in high-interest savings account at a major Canadian bank, recorded $697,535 in amortization of debt discount associated with the convertible notes payable we issued in September and October 2021. In addition, we recorded $675,053 in stock-based compensation associated with the par-value shares we issued to our directors on December 30, 2021.

 

Net cash provided by (used in) investing activities

 

During the nine-month period ended September 30, 2023, we used $60,000 to make option payments on our Swales Property, Agai-Pah Property, and Belshazzar Property.

 

During the nine-month period ended September 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 nine-month period ended September 30, 2023, we received $4,429,808 on issuance of a total of 5,537,260 Units of our common stock at $0.80 per Unit pursuant to our Offering of up to 12,500,000 Units of our securities pursuant to Regulation A we filed with the SEC on June 17, 2022, and which was qualified on September 27, 2022. Each Unit is comprised of one common share (a “Common Share”), and one common share purchase warrant (a “Warrant”) to purchase one additional common share (a “Warrant Share”) at an exercise price of $1.20 per Warrant Share, expiring 24 months from the issuance date. We paid $182,236 in share issuance costs associated with the issuance of the Units. In addition, a further $5,569,667 in subscriptions to the Units were received under the same Regulation A Offering through September 27, 2023, termination date of the Regulation A Offering, and were placed in Escrow waiting the release. We paid $176,885 in deferred share issuance costs associated with the obligation to issue the Units.

 

During the nine-month period ended September 30, 2023, we issued 1,250 shares for total proceeds to the Company of $1,500 on exercise of a warrant issued as part of the Offering.

 

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

 

Going Concern

 

At September 30, 2023, we had a working capital surplus of $9,183,791 cash on hand of $4,681,387 and cash in escrow of $5,301,782, which is sufficient enough to support our current plan of operations including exploration programs for the next 12-month period. Our investments in equity securities include 511,750 WRR Shares valued at $41,637. Prior to receiving the funds from the Offering, we were using WRR Shares as a source of additional cash inflow.

 

To support our operations beyond the 12-month period, we are planning to continue actively pursuing other means of financing our operations including equity and/or debt financing. However, given the current market and industry conditions, we cannot be sure that we will be able to procure additional funding. 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.

 

 21 

 

 

Impact of Inflation

 

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

 

Capital Expenditures

 

During the nine months ended September 30, 2023, we used $60,000 to make annual option payments on Swales Property, Agai-Pah Property, and Belshazzar Property, at $20,000 for each property.

 

During the nine months ended September 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.

 

During the three and nine months ended September 30, 2023 and 2022, we paid $2,543 (2022 - $2,543) for our mineral property interests in Lazy Claims, of which $2,000 (2022 - $2,000) represented annual minimum payment required under the Lazy Claims Agreement and $543 (2022 - $543) was associated with the annual mining claim fees payable to the Bureau of Land Management (the “BLM”). These fees were recorded as part of our exploration expenses.

 

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. During the three and nine months ended September 30, 2023 and 2022, we paid $4,791 (2022 - $4,791) in annual mining claim fees payable to the BLM. These fees were recorded as part of our exploration expenses.

 

During the quarter ended September 30, 2023, we began Phase I exploration program on Loman Property. The Loman Property Phase I exploration program is designed to expand and provide confirmation of previous regional geological mapping and sampling programs by our geologists. The Loman Property covers several past producing small-scale high-grade mines, altered and mineralized zones previously discovered by geological compilations and mapping of historical workings. Previous sampling on the project has revealed the presence of copper, bismuth, and antimony as well as pervasive lower grade gold mineralization, cut by vein structures (some previously mined) of higher-grade gold. Previous Geophysical surveys also denoted the presence of significant coincident I.P. and Mag anomalies.

 

The initial Phase I exploration program is expected to last for three to four weeks. If the initial exploration program is successful in obtaining positive results, it will provide accurate modern data to assist in the planning of a Phase II follow up exploration programs.

 

 22 

 

 

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.

 

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, pursuant to a verbal extension granted to the Company by MSM, made the first $20,000 anniversary payment on June 20, 2022, and made the second anniversary payment on August 10, 2023.

 

During the three and nine months ended September 30, 2023 and 2022, we paid $3,552 (2022 - $3,552) in annual mining claim fees payable to the BLM. These fees were recorded as part of our exploration expenses. 

 

During the quarter ended September 30, 2023, we began Phase I exploration program on the Agai-Pah Property. The Agai-Pah Phase I exploration program is designed to expand and provide confirmation of the previous regional geological mapping and sampling program by MSM that yielded significant results. A historical sample taken from exposed mineralized vein on an outcrop yielded over 600 Ag oz.

 

These initial Phase I exploration program is expected to last for three to four weeks. If the initial exploration programs are successful in obtaining positive results, these will provide accurate modern data to assist in the planning of a Phase II follow up exploration programs.

 

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, pursuant to a verbal extension granted to us by BH, made the first $20,000 anniversary payment on June 20, 2022, and made the second anniversary payment on August 10, 2023.

 

During the three and nine months ended September 30, 2023 and 2022, we paid $2,825 (2022 - $2,660) in annual mining claim fees payable to the BLM. These fees were recorded as part of our exploration expenses.

 

During the quarter ended September 30, 2023, we completed the planning of the Phase I exploration program on the Belshazzar Property, which is scheduled to begin during the fourth fiscal quarter of 2023. The program is expected to consist of reconnaissance prospecting, geological mapping, surface trenching, sampling of old workings, mine dumps and the mapping relocation of historical workings on the property. This initial Phase I exploration program is expected to provide accurate modern data to assist in the planning of the Phase II exploration program.

 

 23 

 

 

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 Swales 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.

 

We 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 nine months ended September 30, 2023 and 2022, we paid $7,092 (2022 - $7,092) in annual mining claim fees payable to the BLM. These fees were recorded as part of our exploration expenses.

 

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.

 

During the three- and nine-month periods ended September 30, 2023 and 2022, we did not incur any additional expenses associated with the Olinghouse Project.

 

 24 

 

 

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.

 

During the three- and nine-month periods ended September 30, 2023 and 2022, we did not incur any additional expenses associated with the Palmetto Project.

 

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 September 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.

 

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 September 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.

 

 25 

 

 

PART II — OTHER INFORMATION

 

Item 1. Legal Proceedings

 

From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We know of no existing or pending legal proceedings against us, nor are we involved as a plaintiff in any proceeding or pending litigation. There are no proceedings in which any of our directors, officers or any of their respective affiliates, or any beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

 

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 nine-month period ended September 30, 2023 the Company paid $60,000, of which $40,000 were recognized as general and administrative expenses. At September 30, 2023, the prepaid balance associated with this agreement is $20,000. 

 

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 $82,615 was paid during the quarter ended September 30, 2023, and was expensed during the same period as part of professional fees.

 

On August 16, 2023, we entered into an agreement (the “i2i Agreement”) with i2i Marketing Group, LLC. for marketing services including content creation, media distribution and market awareness campaigns. During the three-month period ended September 30, 2023, we prepaid $300,000 pursuant to the i2i Agreement and recognized $44,925 in general and administrative expense. At September 30, 2023, the prepaid balance associated with this agreement is $255,075.

 

 26 

 

 

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   Consulting services agreement, dated April 5, 2023, by and between Nevada Canyon Gold Corp. and Warm Springs Consulting LLC(16)
10.21   Consulting services agreement, dated August 16, 2023, by and between Nevada Canyon Gold Corp. and i2i Marketing Group, 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.
  (16) Incorporated by reference herein from the Form 10-Q filed by the Company on August 11, 2023.
  * Filed herewith.

 

 27 

 

 

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.
   
November 13, 2023 /s/ Alan Day
  Alan Day
  Chief Executive Officer (Principal Executive Officer),
  President and Member of the Board of Directors

 

 28 

 

Exhibit 10.21

 

Nevada Canyon Gold Corp. Online Marketing Agreement with i2i Marketing Group, LLC

 

By signing this agreement, Nevada Canyon Gold Corp. (“the Client”) agrees to the following terms:

 

  1. the Client will engage i2i Marketing Group, LLC to provide corporate marketing and investor awareness services, including, but not limited to, content creation management, author sourcing, project management and media distribution;
  2. the Client will pay an initial deposit of $25,000 USD (“Paid”) which will be used to write and design the creative for the advertising campaign. Following the initial deposit, the Client will pay additional fees for the media distribution budget up to $275,000, to be paid on the following terms: i) $150,000 USD upon the signing of this agreement. ii)$125,000 USD 45 days or sooner as agreed to by the parties from the signing of this agreement.
  3. thereafter, this agreement may continue on a month-to-month basis with the media spend to be agreed upon by both parties on an as needed basis, unless terminated by either party in accordance with paragraph 13;
  4. the Client understands the initial deposit is non-refundable upon execution of this agreement;
  5. the budget for each month may be agreed to by the Client and i2i Marketing Group, LLC in advance, depending on market conditions, client requirements and the availability of services as advised by i2i Marketing Group, LLC;
  6. the Client will advance funds to i2i Marketing Group, LLC for all subsequent budgets, agreed with the Client, 10 days prior to the start of the upcoming campaign spend;
  7.  all payments made pursuant to this agreement will be made in cash via wire or check by appropriate form of transfer;
  8. the Client shall approve a list of facts on the Company (“Fact Sheet”) and provide background content for use by i2i Marketing Group, LLC and listed authors who will combine such content with their own research and clearly stated opinions. In each case, Fact Sheets containing all material facts will be prepared by i2i Marketing Group, LLC and a director of Nevada Canyon Gold Corp will provide i2i Marketing Group, LLC with an approved and signed Fact Sheet before i2i Marketing Group, LLC distributes the materials on the world wide web;
  9. i2i Marketing Group, LLC agrees to provide the Client with an opportunity to review all content describing Nevada Canyon Gold Corp generated on behalf of the Client by i2i Marketing Group, LLC, and any third-party service providers paid by i2i Marketing Group, LLC, prior to its publication, and not to publish or distribute any content without the prior approval of the Client, provided that the policies of any third-party service providers permit the review and approval of content or commentary;
  10. the client agrees that the listed author has final approval on all published content attributed to their name and image;
  11. i2i Marketing Group, LLC agrees that any content that is found to be a material misrepresentation pertaining to the facts of the company and its operations will be removed or edited at the Client’s request and if such material has been already published, i2i Marketing Group, LLC will ensure that such material is appropriately updated or retracted;

 

 

 
 

 

  12. i2i Marketing Group, LLC also hereby acknowledges that in order to prepare appropriate materials in a timely manner it may be made aware of price sensitive and or confidential, material nonpublic information that has not been publicly disclosed yet. i2i Marketing Group, LLC confirms that it is fully aware of its obligations in relation to such information and it will ensure that the confidentiality of such information is maintained at all times and that it, and its employees and contractors, are all fully aware of, and comply with, all appropriate securities laws and regulations in relation to insider trading and related matters;
  13. i2i Marketing Group, LLC and the Client have the right to terminate this contract at any time after the execution of this agreement by serving appropriate notice on the other party.
  14. Notices: Any notice given hereunder shall be in writing and delivered by hand, overnight courier or by first class mail, addressed to the Party as follows:

 

If to Nevada Canyon Gold:

Nevada Canyon Gold Corp

5655 Riggins Court, Suite 15

Reno, NV 89502

Attention: Jeffrey Cocks

 

If to i2i Marketing Group, LLC:

i2i Marketing Group, LLC

1233 Chesapeake Drive

Odessa, FL 33556

Attention: Joe Grub

 

  SIGNED* DATE (mm/dd/yyyy)
  (Signature of authorized officer or director of Nevada Canyon Gold Corp)

 

  SIGNED DATE (mm/dd/yyyy)
  (Signature of authorized employee at i2i Marketing Group, LLC)

 

*The undersigned customer hereby acknowledges that he/she and the company in which he/she has signed for will abide by the “i2i Marketing Group, LLC.” terms and conditions of this contract. The terms and conditions are attached in the following pages. By signing, you have read the terms and conditions set out on the attached pages and agree to comply (and to cause all of the subscribers identified on this form to comply) with them without alteration, including the information on all pages attached. Such terms and conditions are deemed included in any facsimile transmission of this form.

 

 

 
 

 

Terms of Service

 

1. THIS AGREEMENT: i2i Marketing Group, LLC agrees to provide you with advertising services (the “service”) within our scope on these terms and conditions. In these service terms, (I) “you” and “your” means the person accepting billing and payment responsibility for the service. We will not have a binding agreement until i2i Marketing Group, LLC has posted your advertisement on our website.
   
2. CHARGES AND PAYMENT: All service use and other charges, including taxes, are due and payable as specified i2i Marketing Group, LLC on invoices to you or the person or company paying the bill or as otherwise arranged with you by i2i Marketing Group, LLC. Charges will be deemed to be correct if not disputed by you within ten (10) days of the invoice date. If you change your residence or place of business from one location to another, you must notify us of that change during your contract terms.
   
3. USE OF THE SERVICE: You will use the service in compliance with law and with service rules adopted by i2i Marketing Group, LLC from time to time, including privacy policies and disclaimers. You will use the service for advertising, market awareness and distribution of relevant information purposes only. You will not use the service for: spamming; boycotting, or any other application which has no relevance to your clients or may otherwise adversely impact other companies; that is not made available to you by i2i Marketing Group, LLC. You will not resell the service to any other person. You will not abuse any flat rate or unlimited use service plan offered by i2i Marketing Group, LLC. You will not use the service to operate an email, web, news or other similar service. You will not use the service to transmit or send any annoying, inappropriate, improper, excessive, threatening or obscene material or to otherwise harass, offend, threaten, embarrass, distress or invade the privacy of any individual or entity. You will not engage in any activity that could compromise the security of or disrupt or interfere with the service or any portal or computers on the Internet or disrupt or interfere with the services of any Internet access provider or webpage. You will not (and will not permit anyone other than a i2i Marketing Group, LLC authorized person to) reproduce, alter, adjust, repair or tamper with any information not relevant to the company you are or may be campaigning for) or infringe on copyright information or patents that do not belong to you, without written permission from the owner of the copyrights. The service provided and information that you require posted will be at the sole discretion of i2i Marketing Group, LLC.
   
  You agree that, to maintain or improve the service, or for other business reasons, i2i Marketing Group, LLC can in its sole discretion, suspend, restrict, modify or terminate all or any part of the service or make graphic, layout or usability changes to the webpage and other facilities without notice to you. Any topical or content related edits will require approval by you.
   
4. NO WARRANTIES: The service is provided on an “as is” and “as available” basis. Your use of the service is at your sole risk. i2i Marketing Group, LLC does not guarantee timely, secure, error-free or uninterrupted service or receipt of material or messages transmitted over the Internet or the networks of other companies or in respect of the Internet. The service may fail or be interrupted for reasons including, but not limited to, environmental conditions, technical limitations, defects or failures, limitations of the systems of other web hosting/internet related-companies, emergency or public safety requirements, or causes beyond i2i Marketing Group, LLC’s reasonable control. i2i Marketing Group, LLC disclaims all warranties and conditions (express, implied or statutory) relating to the service.
   
5. LIMITATION OF LIABILITY: i2i Marketing Group, LLC will not be liable to you or any other person for any damages (direct, indirect, consequential or other, including physical injury, death or damage to your property or premises), expenses, loss of profits, loss of earnings, loss of business opportunities, loss of data, or other similar loss, arising out of or in connection with the provision, use or failure of the service, or anything used with the service, whether caused by negligence or otherwise, and whether claimed in contract, tort or otherwise; except in cases of deliberate fault, gross negligence or anti-competitive behavior by i2i Marketing Group, LLC. Notwithstanding the foregoing, the liability of i2i Marketing Group, LLC for damages caused by negligence on the part of i2i Marketing Group, LLC in the provision of mandatory emergency services, except in cases where such negligence results in physical injury, death or damage to your property or premises, or where such damages are caused by the deliberate fault, gross negligence or anti-competitive behavior of i2i Marketing Group, LLC, is limited to $20. i2i Marketing Group, LLC shall not be responsible for (a) libel, slander, defamation or the infringement of copyright arising from material or messages transmitted over the internet or other networks and portals used by i2i Marketing Group, LLC or recorded on the WebPages used by i2i Marketing Group, LLC; (b) damages arising out of your act, default, neglect or omission in the use or operation of i2i Marketing Group, LLC; (c) damages arising out of the transmission of material or messages over the telecommunications network, internet or other any other communication portal of i2i Marketing Group, LLC on your behalf, which is in any way unlawful; or (d) any act, omission or negligence of other companies or companies in relation to the provision of the service to you, when the facilities of such other companies are used in establishing connections to or from facilities and equipment controlled by you; except in cases of gross negligence or willful misconduct by i2i Marketing Group, LLC in the provision of service to you.
6. INDEMNITY: You shall indemnify and hold i2i Marketing Group, LLC harmless from and against any and all claims, liabilities, or damages arising from the preparation or presentations of any advertising covered by this Agreement including the costs of litigation and counsel fees. You will indemnify i2i Marketing Group, LLC from all losses, expenses and all manner of actions, claims and judgments sustained by or made against i2i Marketing Group, LLC in connection with your use or misuse of the service, any medium used with the service or violation of these terms and conditions.
   
7. ADVERTISING SPACE: You do not own or have any property rights in any domain name, webpage, e-mail i.d. or other addresses, WebPages, sections, and portals used by i2i Marketing Group, LLC to you. i2i Marketing Group, LLC may, on at least 30 days’ notice, change any form of service without liability.

 

 

 
 

 

8. TERMINATION/SUSPENSION OF SERVICE: Unless otherwise agreed, you may terminate your service at any time by providing i2i Marketing Group, LLC with thirty (30) days’ notice. i2i Marketing Group, LLC may suspend or terminate the service and this agreement at any time, without any notice or liability: if you fail to pay any amount when due (including but not limited to the Initial Budget); if i2i Marketing Group, LLC, in its sole discretion, considers you an unacceptable credit risk and you fail to provide a security deposit acceptable to i2i Marketing Group, LLC.; if you are in default under these terms and conditions or any other agreement between you and i2i Marketing Group, LLC., a i2i Marketing Group, LLC dealer or any assignee; or if i2i Marketing Group, LLC reasonably apprehends the occurrence of any such events. We may also terminate your service if we feel, at any time, that your usage boycotts, tarnishes or misleads the i2i Marketing Group, LLC’s image and reputation. If service is terminated you will remain liable for all accrued fees and charges.
   
  In the event that you wish to cancel or terminate distribution of approved copy you understand that though i2i Marketing Group, LLC will make best efforts to cease distribution of approved copy, in some cases certain advertising methods require in excess of 48 hours’ notice. As a result some advertising mediums may not be canceled at the time of request.
   
9. CONFIDENTIALITY AND PRIVACY: Unless you provide express consent or disclosure is pursuant to a legal power, all information kept by i2i Marketing Group, LLC regarding you, other than your name and address, is confidential and may not be disclosed by i2i Marketing Group, LLC to anyone other than: you or a person who in the reasonable judgment of i2i Marketing Group, LLC is seeking the information as your agent; another company or a person providing services to i2i Marketing Group, LLC or another portal, but only if the information is to be used for the establishment of, or the efficient and cost effective provision of, our service and the disclosure is made on a confidential basis with the information to be used only for that purpose; a directory or listing service company for the purpose of listing your name, address and phone number if you consent and if that company agrees to use the information only for that purpose; an agent used by i2i Marketing Group, LLC to evaluate your credit or collect outstanding balances owed to i2i Marketing Group, LLC by you, if the agent requires the information and agrees to use the information only for that purpose; a public authority or its agent if i2i Marketing Group, LLC reasonably believes that there is imminent danger to life or property that could be avoided or minimized by disclosure of the information; a law enforcement agency if i2i Marketing Group, LLC reasonably believes that you or anyone using the service is engaged in fraudulent or unlawful activities against i2i Marketing Group, LLC. Express consent may be taken to be given by you where you provide: written consent; oral confirmation verified by an independent third party; electronic confirmation through the use of a toll-free number; electronic confirmation via the Internet; oral consent, where an audio recording of the consent is retained by i2i Marketing Group, LLC; or consent through other methods, as long as an objective documented record of your consent is created by you or by an independent third party. i2i Marketing Group, LLC liability for disclosure of information contrary to these terms is not limited by the limitation of liability set out above. You may inspect any i2i Marketing Group, LLC records related to the provision of your service, provided that you pay i2i Marketing Group, LLC’s related extraordinary costs. You may request that your name and address not be included on any list provided to any other person or used by i2i Marketing Group, LLC
   
10. MONITORING: i2i Marketing Group, LLC has the right, but not the obligation, to monitor or log any i2i Marketing Group, LLC Internet site or use of the service. You consent to any such monitoring and logging that is necessary to satisfy any law, regulation or other government request, or to enhance operating efficiencies, improve service levels, assess client satisfaction, or protect i2i Marketing Group, LLC or its clients from unwanted use of certain services or applications. i2i Marketing Group, LLC reserves the right to delete, remove or block access to any Internet capability, content, information or third-party products or services available or transmitted through the service that i2i Marketing Group, LLC, in its sole discretion, believes is unacceptable or in violation of these terms and conditions.
   
11. GENERAL: These terms and conditions shall be governed by and construed in accordance with the laws of the state in which the corporation resides. You must not assign this agreement without i2i Marketing Group, LLC ‘s written consent in advance. If you are a business, corporation or other entity, then you and the individual user of the service shall be jointly responsible for all obligations in these terms and conditions, individually and together. If any part of this agreement is void, prohibited or unenforceable, the agreement shall be construed as if such part had never been part of the agreement. This agreement shall ensure to the benefit of and bind the successors, assigns and personal representatives of you and i2i Marketing Group, LLC.
   
12. LANGUAGE: The parties have required that these terms and conditions and all documents or notices resulting therefrom or ancillary thereto be drawn up in the English language.

 

 

 

 

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: November 13, 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: November 13, 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 September 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: November 13, 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 September 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: November 13, 2023 /s/ Jeffrey A. Cocks
  Jeffrey A. Cocks