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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported) January 17, 2024
NEVADA
CANYON GOLD CORP.
(Exact
Name of Registrant as Specified in its Charter)
Nevada |
|
000-55600 |
|
46-5152859 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
number) |
|
(IRS
Employer
Identification
No.) |
5655
Riggins Court, Suite 15, Reno, NV 89502
(Address
of principal executive offices) (zip code)
(888)
909-5548
Registrant’s
telephone number, including area code
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act: None.
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
☐
ITEM
5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
On
January 18, 2024, Nevada Canyon Gold Corp. (“the Company”) announced that John Schaff and Smith Miller have been appointed
to the Company’s Board of Directors, effective January 18, 2024. The Board determined that Mr. Schaff and Mr. Miller are independent
directors within the meaning of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), rules and regulations
promulgated by the Securities and Exchange Commission (the “SEC”) thereunder, and the listing standards of the New York Stock
Exchange (the “NYSE Listed Company Manual”). The Board also determined that Mr. Miller is financially literate within the
meaning of the NYSE Listed Company Manual and qualifies as an audit committee financial expert as defined by the SEC. There are no arrangements
or understandings between Mr. Schaff or Mr. Miller and any other person in connection with their appointments as directors of the Company.
Neither Mr. Schaff nor Mr. Miller is related to any officer or director of the Company, and there are not transactions or relationships
between Mr. Schaff or Mr. Miller and the Company and its subsidiaries that require disclosure under Item 404(a) of Regulation S-K. In
connection with Mr. Schaff’s and Mr. Miller’s appointment as non-employee directors.
Mr.
Schaff, age 60, has worked for over 30 years in the exploration industry for both junior and senior mining companies. John has actively
participated in numerous discoveries including Kennecott’s Gemfield, Midway, Castle Au deposits in Nevada, the Whistler Cu-Au deposit
in Alaska, Rio Tinto’s Eagle Cu-Ni deposit in Michigan, the Tamarack Cu-Ni deposit in Minnesota, the Diavik Diamond Mine in the
Northwest Territories, Canada; and Noranda’s Lynne VMS deposit in Wisconsin. Mr. Schaff’s experience also includes serving
as Exploration Manager with Coeur Mining, where he was an integral part in the discovery of the C-Horst deposit located in the highly
active Bare Mountain Mining District near Beatty, Nevada. In 1987, Mr. Schaff received his Bachelor of Science (Geology) from Bemidji
State University, Bemidji, Minnesota.
Mr.
Miller, age 63, is the CEO and founding member of Strategic Tax Solutions (“STS”) with offices in Boise, Idaho and Loomis,
California. He has more than 20 years of experience working with various size companies providing research & development (“R&D”)
tax credit services. STS has successfully completed R&D tax credits for hundreds of projects, across multiple industries including
but not limited to architecture, engineering, manufacturing, design build contractors, aerospace/DOD, and software. Prior to starting
STS, Mr. Miller spent numerous years with two regional accounting firms building some of the industry’s best tax credit and incentive
programs. During his career, Mr. Miller has developed a reputation for his expertise and strategic approach as a leader in federal and
state research and development tax credits and incentives. In 1987, Mr. Miller received his Bachelor of Science (B.S.) from California
State University, Sacramento, CA and his B.S. General Business from Regents College, Albany N.Y.
ITEM
5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On
January 17, 2024 the Company’s Board of Directors, as allowed by the Company’s Bylaws, amended Section 2.2 of the Company’s
Bylaws to change the date of the Company’s Annual Shareholder Meeting to May 1st of each year or such other day as the
Board of Directors determines. This amendment allows the Company to have completed its audit prior to the Annual Meeting and gives the
Board of Directors more discretion in choosing a day for the Annual Meeting.
ITEM
7.01 REGULATION FD DISCLOSURE
On
January 18, 2024, the Company issued a news release announcing the appointment of the directors as described in Item 5.02.
A
copy of the news release is attached as Exhibit 99.1 hereto.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
NEVADA
CANYON GOLD CORP. |
|
|
|
By: |
/s/
Alan Day |
|
|
Alan
Day |
|
|
President
and Chief Executive Officer |
|
|
|
|
Date:
January 18, 2024 |
Exhibit
99.1
|
5655
Riggins Court, Suite 15
Reno,
NV 89502
Tel
: 888 909-5548
Fax
: 888 909-1033 |
Trading
Symbol OTCMKTS: NGLD
NEWS
RELEASE
Nevada
Canyon Announces Appointment of New Directors
Reno,
Nevada, January 18, 2024 - Nevada Canyon Gold Corp. (OTC Markets: NGLD) (the “Company” or “Nevada Canyon”) is
pleased to announce the appointment of Mr. John Schaff, B.Sc. and Mr. Smith Miller, B.A. as new independent directors to its Board of
Directors, effective immediately.
Mr.
Schaff has worked for over 30 years in the exploration industry for both junior and senior mining companies. John has actively participated
in numerous discoveries including Kennecott’s Gemfield, Midway, Castle Au deposits in Nevada, the Whistler Cu-Au deposit in Alaska;
Rio Tinto’s Eagle Cu-Ni deposit in Michigan, the Tamarack Cu-Ni deposit in Minnesota, the Diavik Diamond Mine in the Northwest
Territories, Canada; and Noranda’s Lynne VMS deposit in Wisconsin. Mr. Schaff’s experience also includes serving as Exploration
Manager with Coeur Explorations Inc, where he was an integral part in the discovery of the +500k ounce C-Horst Au deposit located in
the highly active Bare Mountain Mining District near Beatty, Nevada. In 1987 John received his Bachelor of Science (Geology) from Bemidji
State University, Bemidji, Minnesota.
Mr.
Miller is the CEO and founding member of Strategic Tax Solutions (“STS”) with offices in Boise, Idaho and Loomis, California.
He has more than 20 years of experience working with various size companies providing research & development (“R&D”)
tax credit services. STS has successfully completed R&D tax credits for hundreds of projects, across multiple industries including
but not limited to: architecture, engineering, manufacturing, design build contractors, aerospace/DOD, and Software. Prior to starting
STS, Mr. Miller spent numerous years with two regional accounting firms building some of the industry’s best tax credit and incentive
programs. During his career, Smith has developed a reputation for his expertise and strategic approach as a leader in federal and state
research and development tax credits and incentives. In 1987, Mr Miller received his Bachelor of Science (B.S.), from California State
University, Sacramento, CA and his B.S. General Business from Regents College, Albany N.Y.
Additionally,
the Board has established the following three independent committees: the Audit Committee, the Compensation Committee, and the Nominating
& Corporate Governance Committee. The Audit Committee is comprised of Smith Miller (Chair), Robert List and John Schaff, the Compensation
Committee is comprised of John Schaff (Chair), Robert List and Smith Miller and the Nominating & Corporate Governance Committee is
comprised of Robert List (Chair), John Schaff and Smith Miller.
With
the appointment of these additional Directors, the Board is now comprised of five (5) directors, of which three (3) are considered independent.
“We’re
excited to expand our board of directors with these new members who bring both a wealth of experience in Nevada and contacts to the Company,”
said Jeffrey Cocks, Chairman of the Board of Directors of the Company. “John and Smith are both highly respected and well known
in Nevada and Idaho respectively. I look forward to working with them in building the Company and reaching our strategic goals.”
Alan
Day, President and CEO of the Company stated: “We are pleased to have such a qualified professionals join our Board at this critical
stage of development of the Company. John and Smith expand the relevant industry experience of the Board, as we build out our business
and grow the Company. I look forward to working with John and Smith as we execute our growth strategy.”
About
Nevada Canyon Gold Corp.
Nevada
Canyon Gold Corp. is a US-based natural resource company headquartered in Reno, Nevada. The Company has a large, strategic land position
and royalties in multiple projects, within some of Nevada’s highest-grade historical mining districts offering year around access
and good infrastructure in proven and active mining districts. The Company has a three-fold business model; i) mineral royalty creation
and acquisition; ii) precious-metals and exploration streaming; and iii) exploration Project accelerator.
For
further information please contact:
Corporate
Communications
Larry
Heuhert
Tel:
1-888 909-5548 Ext. 2
Email:
ir@nevadacanyongold.com
Web:
www.nevadacanyongold.com.
Forward-Looking
Statements
The
information posted in this release may contain forward-looking statements. The statements contained in this press release that are not
purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. You can identify these statements by use of the words “may,” “will,” “should,”
“plans,” “expects,” “anticipates,” “continue,” “estimate,” “project,”
“intend,” and similar expressions. Forward-looking statements involve risks and uncertainties that could cause actual results
to differ materially from those projected or anticipated. These risks and uncertainties include, but are not limited to, general economic
and business conditions, effects of continued geopolitical unrest and regional conflicts, competition, changes in technology and methods
of exploration, delays in completing various engineering and exploration programs, and any potential results from such programs. Specifically,
forward-looking statements in this news release include statements with respect to the potential mineralization and geological merits
of the Company properties and various other factors beyond the Nevada Canyon Gold Corp.’s control. The Company’s actual results
could differ materially from those discussed in this press release. The Company disclaims any intention or obligation to update or revise
any forward-looking statements whether as a result of new information, future events except as required by applicable securities legislation.
Investors are advised to carefully review the reports and documents that Nevada Canyon Gold Corp. files from time to time with the SEC,
including its Annual Form 10K for the fiscal year ended December 31, 2022, Quarterly Reports and Current Reports.
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