false
FY
0001605481
0001605481
2023-01-01
2023-12-31
0001605481
2023-06-30
0001605481
2024-03-11
0001605481
2023-12-31
0001605481
2022-12-31
0001605481
2022-01-01
2022-12-31
0001605481
us-gaap:CommonStockMember
2021-12-31
0001605481
NGLD:ObligationToIssueSharesMember
2021-12-31
0001605481
us-gaap:AdditionalPaidInCapitalMember
2021-12-31
0001605481
us-gaap:RetainedEarningsMember
2021-12-31
0001605481
2021-12-31
0001605481
us-gaap:CommonStockMember
2022-12-31
0001605481
NGLD:ObligationToIssueSharesMember
2022-12-31
0001605481
us-gaap:AdditionalPaidInCapitalMember
2022-12-31
0001605481
us-gaap:RetainedEarningsMember
2022-12-31
0001605481
us-gaap:CommonStockMember
2022-01-01
2022-12-31
0001605481
NGLD:ObligationToIssueSharesMember
2022-01-01
2022-12-31
0001605481
us-gaap:AdditionalPaidInCapitalMember
2022-01-01
2022-12-31
0001605481
us-gaap:RetainedEarningsMember
2022-01-01
2022-12-31
0001605481
us-gaap:CommonStockMember
2023-01-01
2023-12-31
0001605481
NGLD:ObligationToIssueSharesMember
2023-01-01
2023-12-31
0001605481
us-gaap:AdditionalPaidInCapitalMember
2023-01-01
2023-12-31
0001605481
us-gaap:RetainedEarningsMember
2023-01-01
2023-12-31
0001605481
us-gaap:CommonStockMember
2023-12-31
0001605481
NGLD:ObligationToIssueSharesMember
2023-12-31
0001605481
us-gaap:AdditionalPaidInCapitalMember
2023-12-31
0001605481
us-gaap:RetainedEarningsMember
2023-12-31
0001605481
us-gaap:RestrictedStockMember
2023-01-01
2023-12-31
0001605481
us-gaap:RestrictedStockMember
2022-01-01
2022-12-31
0001605481
NGLD:ChairmanOfTheBoardChiefFinancialOfficerCFOAndFormerChiefExecutiveOfficerCEOAndPresidentMember
us-gaap:RelatedPartyMember
2023-12-31
0001605481
NGLD:ChairmanOfTheBoardChiefFinancialOfficerCFOAndFormerChiefExecutiveOfficerCEOAndPresidentMember
us-gaap:RelatedPartyMember
2022-12-31
0001605481
NGLD:CompanyControlledByTheChairmanOfTheBoardCFOAndFormerCEOAndPresidentMember
us-gaap:RelatedPartyMember
2023-12-31
0001605481
NGLD:CompanyControlledByTheChairmanOfTheBoardCFOAndFormerCEOAndPresidentMember
us-gaap:RelatedPartyMember
2022-12-31
0001605481
us-gaap:RelatedPartyMember
2023-12-31
0001605481
us-gaap:RelatedPartyMember
2022-12-31
0001605481
NGLD:ChairmanOfTheBoardCFOAndFormerCEOAndPresidentMember
2023-01-01
2023-12-31
0001605481
NGLD:ChairmanOfTheBoardCFOAndFormerCEOAndPresidentMember
2022-01-01
2022-12-31
0001605481
srt:DirectorMember
2023-01-01
2023-12-31
0001605481
srt:DirectorMember
2022-01-01
2022-12-31
0001605481
NGLD:CEOPresidentAndDirectorMember
2023-01-01
2023-12-31
0001605481
NGLD:CEOPresidentAndDirectorMember
2022-01-01
2022-12-31
0001605481
NGLD:VPOfOperationsMember
2023-01-01
2023-12-31
0001605481
NGLD:VPOfOperationsMember
2022-01-01
2022-12-31
0001605481
NGLD:ChiefExecutiveOfficerAndDirectorTwoMember
NGLD:ConsultingFeesMember
2023-01-01
2023-12-31
0001605481
NGLD:ChiefExecutiveOfficerAndDirectorTwoMember
NGLD:ConsultingFeesMember
2022-01-01
2022-12-31
0001605481
NGLD:ChiefExecutiveOfficerTwoMember
NGLD:GeologicalConsultingFeesMember
2023-01-01
2023-12-31
0001605481
NGLD:ChiefExecutiveOfficerTwoMember
NGLD:GeologicalConsultingFeesMember
2022-01-01
2022-12-31
0001605481
NGLD:TargetMineralsIncMember
2023-12-31
0001605481
NGLD:OlinghouseProjectAgreementMember
2023-01-01
2023-12-31
0001605481
NGLD:PalmettoProjectAgreementMember
2023-01-01
2023-12-31
0001605481
NGLD:LeaseAgreementMember
NGLD:TarsisResourcesUSIncMember
2017-08-01
2017-08-02
0001605481
NGLD:LeaseAgreementMember
NGLD:TarsisResourcesUSIncMember
2017-08-02
0001605481
NGLD:LazyClaimsAgreementMember
2017-08-02
0001605481
NGLD:LazyClaimsAgreementMember
2023-01-01
2023-12-31
0001605481
NGLD:LazyClaimsAgreementMember
2022-01-01
2022-12-31
0001605481
NGLD:LazyClaimsAgreementMember
2023-12-31
0001605481
NGLD:LazyClaimsAgreementMember
2022-12-31
0001605481
NGLD:LomanClaimsMember
2019-12-31
0001605481
NGLD:LomanClaimsMember
2019-12-01
2019-12-31
0001605481
NGLD:LomanClaimsMember
2023-01-01
2023-12-31
0001605481
NGLD:LomanClaimsMember
2022-01-01
2022-12-31
0001605481
NGLD:AgaiPahPropertyAgreementMember
NGLD:MSMResourceLLCMember
2021-05-18
2021-05-19
0001605481
NGLD:AgaiPahPropertyAgreementMember
NGLD:MSMResourceLLCMember
2021-05-19
0001605481
NGLD:AgaiPahPropertyAgreementMember
NGLD:MSMResourceLLCMember
2023-01-01
2023-12-31
0001605481
NGLD:AgaiPahPropertyAgreementMember
NGLD:MSMResourceLLCMember
2022-01-01
2022-12-31
0001605481
NGLD:AgaiPahPropertyAgreementMember
NGLD:BelshazzarHoldingsLLCMember
2021-06-03
2021-06-04
0001605481
NGLD:BelshazzarPropertyAgreementMember
NGLD:BelshazzarHoldingsLLCMember
2021-06-03
2021-06-04
0001605481
NGLD:AgaiPahPropertyAgreementMember
NGLD:BelshazzarHoldingsLLCMember
2023-01-01
2023-12-31
0001605481
NGLD:AgaiPahPropertyAgreementMember
NGLD:BelshazzarHoldingsLLCMember
2021-06-04
0001605481
NGLD:BelshazzarPropertyAgreementMember
NGLD:BelshazzarHoldingsLLCMember
2023-01-01
2023-12-31
0001605481
NGLD:BelshazzarPropertyAgreementMember
NGLD:BelshazzarHoldingsLLCMember
2022-01-01
2022-12-31
0001605481
NGLD:SwalesPropertyAgreementMember
NGLD:WrightParksIIIMember
2021-12-26
2021-12-27
0001605481
NGLD:SwalesPropertyAgreementMember
NGLD:WrightParksIIIMember
2021-12-27
0001605481
NGLD:SwalesPropertyAgreementMember
NGLD:WrightParksIIIMember
2023-03-14
2023-03-14
0001605481
NGLD:SwalesPropertyAgreementMember
NGLD:WrightParksIIIMember
us-gaap:SubsequentEventMember
2024-02-16
2024-02-16
0001605481
NGLD:SwalesPropertyAgreementMember
NGLD:WrightParksIIIMember
2023-01-01
2023-12-31
0001605481
NGLD:SwalesPropertyAgreementMember
NGLD:WrightParksIIIMember
2022-01-01
2022-12-31
0001605481
NGLD:OlinghouseProjectAgreementMember
NGLD:TargetMineralsIncMember
2021-12-16
2021-12-27
0001605481
NGLD:OlinghouseProjectAgreementMember
NGLD:TargetMineralsIncMember
2021-12-17
0001605481
NGLD:OlinghouseProjectAgreementMember
NGLD:TargetMineralsIncMember
2021-12-16
2021-12-17
0001605481
NGLD:OlinghouseProjectAgreementMember
2021-12-18
2021-12-18
0001605481
NGLD:OlinghouseProjectAgreementMember
NGLD:TargetMineralsIncMember
NGLD:VolumeWeightedAveragePriceMember
2021-12-27
0001605481
NGLD:OlinghouseProjectAgreementMember
NGLD:TargetMineralsIncMember
NGLD:VolumeWeightedAveragePriceMember
2021-12-17
0001605481
NGLD:OlinghouseProjectAgreementMember
2022-12-20
2022-12-23
0001605481
NGLD:PalmettoProjectAgreementMember
2022-01-25
2022-01-27
0001605481
NGLD:PalmettoProjectAgreementMember
NGLD:SmoothrockVentureLLCMember
2022-01-25
2022-01-27
0001605481
NGLD:PalmettoProjectAgreementMember
NGLD:SmoothrockVentureLLCMember
2022-02-05
2022-02-07
0001605481
NGLD:LazyCliamsMember
2023-12-31
0001605481
NGLD:LazyCliamsMember
2022-12-31
0001605481
NGLD:LomanMember
2023-12-31
0001605481
NGLD:LomanMember
2022-12-31
0001605481
NGLD:AgaiPahMember
2023-12-31
0001605481
NGLD:AgaiPahMember
2022-12-31
0001605481
NGLD:BelshazzarMember
2023-12-31
0001605481
NGLD:BelshazzarMember
2022-12-31
0001605481
NGLD:SwalesMember
2023-12-31
0001605481
NGLD:SwalesMember
2022-12-31
0001605481
NGLD:OlinghouseMember
2023-12-31
0001605481
NGLD:OlinghouseMember
2022-12-31
0001605481
NGLD:PalmettoProjectMember
2023-12-31
0001605481
NGLD:PalmettoProjectMember
2022-12-31
0001605481
NGLD:WalkerRiverResourcesCorpMember
2023-12-31
0001605481
NGLD:WalkerRiverResourcesCorpMember
2022-12-31
0001605481
NGLD:WalkerRiverResourcesCorpMember
2023-07-01
2023-12-31
0001605481
NGLD:WalkerRiverResourcesCorpMember
2022-01-01
2022-12-31
0001605481
us-gaap:IPOMember
2023-01-01
2023-12-31
0001605481
NGLD:AgentWarrantsMember
2023-01-01
2023-12-31
0001605481
NGLD:AgentWarrantsMember
2023-12-31
0001605481
NGLD:AgentWarrantsMember
srt:MinimumMember
2023-01-01
2023-12-31
0001605481
NGLD:AgentWarrantsMember
srt:MaximumMember
2023-01-01
2023-12-31
0001605481
NGLD:AgentWarrantsMember
2023-01-01
2023-09-30
0001605481
us-gaap:CommonStockMember
us-gaap:SubsequentEventMember
2024-03-11
2024-03-11
0001605481
us-gaap:CommonStockMember
us-gaap:IPOMember
us-gaap:SubsequentEventMember
2024-03-11
2024-03-11
0001605481
us-gaap:CommonStockMember
us-gaap:IPOMember
2023-01-01
2023-12-31
0001605481
2022-10-29
2022-10-31
0001605481
2022-10-31
0001605481
srt:DirectorMember
2021-12-30
2021-12-30
0001605481
srt:DirectorMember
2021-12-30
0001605481
srt:DirectorMember
2023-12-31
0001605481
srt:OfficerMember
2023-02-24
2023-02-24
0001605481
srt:OfficerMember
2023-02-24
0001605481
srt:OfficerMember
2023-01-01
2023-12-31
0001605481
srt:OfficerMember
2023-12-31
0001605481
NGLD:ConsultantMember
2023-02-24
2023-02-24
0001605481
NGLD:ConsultantMember
2023-02-24
0001605481
NGLD:ConsultantMember
2023-01-01
2023-12-31
0001605481
NGLD:ConsultantMember
2023-12-31
0001605481
us-gaap:ShareBasedCompensationAwardTrancheThreeMember
NGLD:JulyTwentySevenTwentyTwentyThreeMember
2023-01-01
2023-12-31
0001605481
us-gaap:ShareBasedCompensationAwardTrancheThreeMember
NGLD:JulyTwentySevenTwentyTwentyThreeMember
2023-12-31
0001605481
us-gaap:ShareBasedCompensationAwardTrancheThreeMember
NGLD:AugustTwentyEightTwentyTwentyThreeMember
2023-01-01
2023-12-31
0001605481
us-gaap:ShareBasedCompensationAwardTrancheThreeMember
NGLD:AugustTwentyEightTwentyTwentyThreeMember
2023-12-31
0001605481
us-gaap:ShareBasedCompensationAwardTrancheThreeMember
NGLD:SeptemberTwentyThreeTwentyTwentyThreeMember
2023-01-01
2023-12-31
0001605481
us-gaap:ShareBasedCompensationAwardTrancheThreeMember
NGLD:SeptemberTwentyThreeTwentyTwentyThreeMember
2023-12-31
0001605481
us-gaap:ShareBasedCompensationAwardTrancheThreeMember
NGLD:OctoberEighteenTwentyTwentyThreeMember
2023-01-01
2023-12-31
0001605481
us-gaap:ShareBasedCompensationAwardTrancheThreeMember
NGLD:OctoberEighteenTwentyTwentyThreeMember
2023-12-31
0001605481
us-gaap:ShareBasedCompensationAwardTrancheThreeMember
NGLD:NovemberThreeTwentyTwentyThreeMember
2023-01-01
2023-12-31
0001605481
us-gaap:ShareBasedCompensationAwardTrancheThreeMember
NGLD:NovemberThreeTwentyTwentyThreeMember
2023-12-31
0001605481
us-gaap:ShareBasedCompensationAwardTrancheThreeMember
2023-12-31
0001605481
us-gaap:ShareBasedCompensationAwardTrancheThreeMember
2023-01-01
2023-12-31
0001605481
NGLD:ExercisePriceRangeOneMember
2023-12-31
0001605481
NGLD:ExercisePriceRangeTwoMember
2023-12-31
0001605481
NGLD:ExercisePriceRangeThreeMember
2023-12-31
0001605481
NGLD:ExercisePriceRangeFourMember
2023-12-31
0001605481
NGLD:ExercisePriceRangeFiveMember
2023-12-31
0001605481
NGLD:ExercisePriceRangeSixMember
2023-12-31
0001605481
NGLD:ExercisePriceRangeSevenMember
2023-12-31
0001605481
NGLD:DirectorAndChiefExecutiveOfficerMember
2023-01-01
2023-12-31
0001605481
NGLD:DirectorAndChiefExecutiveOfficerMember
2022-01-01
2022-12-31
0001605481
srt:OfficerMember
2022-01-01
2022-12-31
0001605481
NGLD:ConsultantsMember
2023-01-01
2023-12-31
0001605481
NGLD:ConsultantsMember
2022-01-01
2022-12-31
0001605481
2021-01-01
2021-12-31
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
xbrli:pure
NGLD:Integer
utr:sqft
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K
☒
ANNUAL REPORT under SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended: December 31, 2023
☐
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
Incorporation
or Organization) |
|
(I.R.S.
Employer
Identification
No.) |
5655
Riggins Court, Suite 15, Reno, NV 89502
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (888) 909-5548
Securities
registered pursuant to Section 12(b) of the Act:
Common
Stock, $0.0001 par value per share |
|
None |
(Title
of Each Class) |
|
(Name
of Each Exchange on Which Registered) |
Securities
registered under Section 12(g) of the Exchange Act: Common Stock, $0.0001 par value
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☒
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934
during the preceding 12 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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such fi les). Yes ☐ No ☒
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S−K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10−K or any amendment to this Form 10−K. ☒
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer or a small. See definition
of “large accelerated filer, accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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 has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report. ☐
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate
by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s
most recently completed second fiscal quarter: $7,988,122 based on average of closing bid and ask for Nevada Canyon Gold Corp.
shares on June 30, 2023.
The
number of shares of the registrant’s common stock issued and outstanding as of March 11, 2024, was 25,322,001.
table
of contents
CAUTIONARY
NOTE ABOUT FORWARD-LOOKING STATEMENTS
The
information contained in this Annual Report on Form 10-K includes some statements that are not purely historical and that are “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and
Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as such, may involve risks and uncertainties.
These forward-looking statements relate to, among other things, expectations of the business environment in which we operate, perceived
opportunities in the market and statements regarding our mission and vision. In addition, any statements that refer to projections, forecasts
or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. You
can generally identify forward-looking statements as statements containing the words “anticipates,” “believes,”
“continue,” “could,” “estimates,” “expects,” “intends,” “may,”
“might,” “plans,” “possible,” “potential,” “predicts,” “projects,”
“seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such
terms, but the absence of these words does not mean that a statement is not forward-looking.
Forward-looking
statements involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the
forward-looking statements. The forward-looking statements contained herein are based on various assumptions, many of which are based,
in turn, upon further assumptions. Our expectations, beliefs and forward-looking statements are expressed in good faith on the basis
of management’s views and assumptions as of the time the statements are made, but there can be no assurance that management’s
expectations, beliefs or projections will result or be achieved or accomplished.
In
addition to other factors and matters discussed elsewhere herein, the following are important factors that, in our view, could cause
actual results to differ materially from those discussed in the forward-looking statements: technological advances, impact of competition,
dependence on key personnel and the need to attract new management, effectiveness of cost and marketing efforts, acceptances of products,
ability to expand markets and the availability of capital or other funding on terms satisfactory to us. We disclaim any obligation to
update forward-looking statements to reflect events or circumstances after the date hereof.
For
a discussion of the risks, uncertainties, and assumptions that could affect our future events, developments or results, you should carefully
review the “Risk Factors” set forth under “Item 1. Description of Business”. In light of these risks,
uncertainties and assumptions, the future events, developments or results described by our forward-looking statements herein could turn
to be materially different from those we discuss or imply.
PART
I
Item
1. Description of Business
Organization
Nevada
Canyon Gold Corp., (the “Company”) was originally incorporated on February 27, 2014, in the state of Nevada as Tech Foundry
Ventures. On July 8, 2016, the Company changed its name to Nevada Canyon Gold Corp., in order to reflect its current business and strategy.
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. Majority of the Company’s projects
and royalties (collectively, the “Projects”) are located within the state of Nevada which is rated as one of the best places
to explore and mine in the world. The Projects all have excellent year-round access, with good infrastructure in proven and active mining
districts.
We
have never been party to any bankruptcy, receivership or similar proceeding, nor have we undergone any material reclassification, merger,
consolidation, purchase or sale of a significant amount of assets not in the ordinary course of business.
Our
principal business, executive, and registered statutory office is located at 5655 Riggins Court, Suite 15, Reno, NV 89502 and our telephone
number is (888) 909-5548, fax is (888) 909-1033 and email contact is info@nevadacanyongold.com. Our website address is www.nevadacanyongold.com.
Business
Nevada
Canyon has a three-fold business model: (1) Exploration project accelerator; (2) mineral royalty acquisitions; and (3) precious-metals
streaming.
●
An exploration project accelerator means finding under-valued or distressed assets, providing initial investment capital for geological
and exploration work, then selling the assets to other mining companies for premium returns without large capital expenditures. In this
model, Nevada Canyon retains a royalty, recovers its costs, and avoids the high cost of putting mines into production. This can create
short term upside value in these assets at very low risk while retaining a long-term royalty at a very low-cost basis. Nevada Canyon’s
geological team discovers, interprets, and builds the geological models, then increases the land package through additional land acquisitions.
The mineral resources are increased and upgraded, followed by the sale to larger mining companies.
●
Nevada Canyon’s second business model is the acquisition of mineral property royalties (net smelter royalties or “NSR’s”).
The Company plans to generate revenue from selling mineral properties to mining companies while retaining a long-term royalty for the
life of the mine. This business model also includes the purchase of existing royalties from third parties as well as optioned sales of
properties that provide ongoing revenue and eventual royalties. Nevada Canyon will stake and/or assemble drill-ready land packages for
mining companies to explore and develop, then sell those claims while retaining a royalty. Nevada Canyon will also option exploration
properties to mining or exploration companies for staged payments to the Company while retaining a royalty. Lastly, Nevada Canyon will
also acquire royalties related to producing or near-term producing properties with close proximity to producing mines.
●
The Company’s third business model is a precious-metals streaming company. A precious-metals streaming company provides up-front
capital for mine development in exchange for a percentage of the precious metals output at a below-market cost, in some instances up
to an 80% discount to market. Nevada Canyon can then sell what it receives from its partners at market prices and retain the difference
as profit.
Nevada
Canyon has identified numerous gold and silver streaming opportunities and is not tied to the performance of any one producer. Most importantly,
streaming companies are instant beneficiaries of rising physical metal prices. For example, the average cash cost per gold equivalent
ounce (“GEO”) is $400 for Nevada, based on comparable operating streaming Companies. This offers investors cost predictability,
direct leverage to increasing precious metals prices and a high-quality asset base within Nevada. This portion of our business model
offers investors commodity price leverage and exploration upsides with a much lower risk profile than a traditional mining company.
Nevada
Canyon management (“Management”) has vast contacts within the mining industry and extensive experience in mineral property
acquisitions and divestures with over 30 years’ experience operating in Nevada. This gives us the unique ability to assemble valuable
land packages near producing mines, which can then be sold to the mine operators while retaining a life-of-mine royalty. Nevada Canyon
can generate near-term revenue through mineral property sales and generate long-term revenue through life-of-mine royalties. This strategy
allows for the bypass of the risk and expense of exploration programs and/ or large production capital costs while keeping our overhead
low.
We
believe this multi-level business model is a significant improvement on the typical project generator/joint venture model. It allows
the Company to maintain a large portfolio of properties and generate significant deal flow. Shareholder value is highly leveraged to
the price of gold. As prices increase, we anticipate seeing growth in the value of our properties, the cash flow from our option portfolio,
our equity investments in mid-tier/junior companies, and a higher market valuation on our growing royalty portfolio and the blue sky
of our exploration programs. We also hope this revenue generating, low overhead business model will also allow Nevada Canyon the ability
to grow.
As
of the date of this Annual report on Form 10-K, 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.
The Company is presently focused on exploration of its Swales and Agai Pah Properties in Nevada.
Remaining mineral property interest are considered secondary, and exploration efforts on these may be rescheduled to accommodate exploration
programs scheduled for Swales and Agai Pah Properties.
The
Company’s mineral property interests are shown in Figure 1 below:
Table
1 – the Company’s mineral property interest summary
Property | |
Type | |
Location | |
Size in acres | |
| |
| |
| |
| |
Exploration Projects | |
| | |
Lazy Claims Property(1) | |
Exploration lease | |
Section 20, T.7N, R.32E MDM in Mineral County, Nevada | |
| 60 | |
| |
| |
| |
| | |
Loman Property | |
100% owned | |
Sections 20-23 & 26-29 T.7N, R.32E MDM in Mineral County, Nevada | |
| 600 | |
| |
| |
| |
| | |
Agai-Pah Property | |
Exploration lease | |
Sections 2-3 & 10-11, T.10N, R.30E MDM in Mineral County, Nevada | |
| 400 | |
| |
| |
| |
| | |
Swales Property | |
Exploration lease | |
Section 16, T.35N, R.53E., MDM in Elko County, Nevada. | |
| 800 | |
| |
| |
| |
| | |
Belshazzar Property | |
Exploration lease | |
Sections 17&18, T.7N, R.4E MDM in Boise, Idaho | |
| 200 | |
| |
| |
| |
| | |
Sub-total Exploration Projects | |
| 2,060 | |
| |
| |
| |
| | |
Royalty Interests | |
| | |
Palmetto Project | |
2% NSR royalty | |
Sections 7-9 & 17-21, T1S, R34E., MDM in Esmeralda County | |
| 2,217 | |
| |
| |
| |
| | |
Olinghouse Project | |
1% NSR royalty | |
Sections 2, 3, 9-11, 14-23 & 27-32 T.21N., R.22 & 23E., MDM, in Washoe County | |
| 6,000 | |
| |
| |
| |
| | |
Sub-total Royalty Interests | |
| 8,217 | |
| |
| |
| |
| | |
Total size of all mineral property interests | |
| 10,277 | |
(1)
Lazy Claims Property is adjacent to the Loman Property, and therefore is not indicated on the map included in Figure 1
Lazy
Claims Property (Exploration Phase)
On
August 2, 2017, we entered into an exploration lease agreement (the “Lazy Claims Agreement”) with Tarsis Resources US Inc.
(“Tarsis”), a Nevada corporation, to lease rights to three Lazy Claims totaling 60 acres (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 of 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. As of the date of this Annual Report on Form 10-K, we retain our leasing rights
to the Lazy Claims.
As
of December 31, 2023, the total cost of the Lazy Claims Property was $Nil, and had no plant nor equipment associated with it.
Location
and means of access
The
Lazy Claims consist of three claims (60 acres) and are located within the Walker Lane shear zone, a 60-mile-wide structural corridor
extending in a southeast direction from Reno, Nevada. The property is located in section 20, T.7N, R.32E MDM in Mineral County approximately
13 miles southeast of the town of Hawthorne, NV. The Lazy Claims Property has established infrastructure and year-round access via U.S.
Highway 95. The Lazy Claims are located adjacent to the Company’s Loman Property, and therefore are included as part of the Loman
Property map included in Figure 2 below.
Geology
The
US Geological Survey has mapped the area and has published the results as Miscellaneous Field Studies maps, MF 1485 and MF 1486. Mapped
units include Paleozoic metasediments, Mesozoic sediments and intrusions, and Cenozoic volcanic rocks and porphyry intrusions. Like most
of the Walker Lane, the area has a strong system of N50W- trending, normal and strike-slip faults along with a series of generally NE-trending
thrust faults. The area has seen prospecting since the late 1800’s and contains hundreds of prospect pits and adits that explore
various styles of base and precious metal mineralization.
The
published USGS geologic quadrangle map for the Pamlico mine area, (MF 1485, MF 1486, Oldow, 1985), shows the eastern portion of the Lazy
Claims project area underlain by a thick, undivided sequence of folded and faulted Mesozoic and or Paleozoic volcanic and sedimentary
rocks. The western portion of the project is underlain by Jurassic- to Triassic-age Sunrise and Gabbs Formations comprising interbedded
limestones and calcareous mudstones. Locally, black Tertiary basalt caps the older rocks. The structural fabric is dominated by NW-trending,
Walker Lane structures and by an older N70o E fabric, several phases of strongly altered and locally mineralized intrusive rocks as well
as zones of jasperoids and strong silicification has been identified.
Mineralization
Previous
work on the project has identified the following discrete zones of mineralization: (1) the Lazy Man gold zone which is a structurally-controlled,
intrusion-related gold deposit that produced about 1,200 oz Au from NW-trending, high grade zones partially hosted by altered rhyolite
dikes, (2) areas of strong vuggy silica alteration in both intrusive porphyritic rocks and volcanic agglomerates particularly in the
footwall of the Lazy Man zone, (3) a large area of barite and copper mineralization with intense bleaching east of the gold zone, (4)
strong copper showings to the southeast of the gold zone, (5) the Loman antimony mine to the southwest of the gold zone, (6) skarn zones
to the west of the gold zone, (7) a large zone of strong IP response to the west of the gold zone, and (8) a pyrrhotite porphyry intrusion
west of the gold zone.
Exploration
history
The
Lazy Claims cover several past-producing small-scale high-grade mines, altered and mineralized zones discovered by geological compilations
and mapping of the historical workings, discovered by the previous exploration on the Project. The 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 induced polarization surveys also denoted the presence of significant coincident I.P.
anomalies. The Lazy Claims Property hosts the historic small scale past producing Lazy Man Mine. Numerous exploration targets exist within
the Property. In addition, The Lazy Claims Property is in close proximity to several past producing mines including Bodie, Aurora, Borealis,
Pamlico, Evening Star, Mabel, Mindoro and Camp Douglas Mines.
Below
is a summary of previous exploration of identified mineralized areas within the properties.
Lazy
Man Mine
The
main structure that the mine workings explore has an N35oW trend and dips about 60o to the southwest. The vein
was discovered in 1933 by a local prospector. The mine is credited with historic production of about 1,200 ounces of gold from 2,800
feet (853 m) of underground workings. The three main shafts explore about 1,000 feet (304 m) of strike length on the vein, and the shafts
extend to a maximum depth of 300 feet (91 m). The workings have been mapped and sampled in some detail by Congdon and Carey in 1974,
and many multi-ounce gold values are noted in the remaining vein material. One 4.9 foot-long (1.5 m) sample from a cross cut on the 300
level contained 2.2 oz Au/ton (68.4g/t). The high-grade veins occur within a broader zone of intense quartz-sericite alteration, which
has previously been mapped as rhyolite. Most of the mine dumps are composed of this “rhyolite”, and Congdon and Carey measured
approximately 8,000 tons of this material containing from 0.09 to 0.21 oz Au/ton (3.07 to 7.1 g/t Au). Gold occurs in iron oxide-filled
fractures along with druzy quartz veinlets, and there is occasionally visible gold. Detailed mapping around the old workings of the Lazy
Man mine has delineated a zone of intense acid-leaching in intrusive porphyritic rocks and volcanic agglomerates primarily in the footwall
of the vein. The rock now has a porous and vuggy appearance; this style of alteration is interpreted to be “Vuggy Silica”
alteration that is typical of the upper levels of high-sulfidation ore deposits. Surrounding the vuggy silica zone is a zone of strong
argillic alteration. Recent work has discovered previously unrecognized mineralized zones east of and parallel to the Lazy Man vein that
contain silicified, brecciated outcrops assaying 2.26 g/t Au and 8,150 ppm As. These zones have been traced for over 1,200 feet (365
m) and are up to 60 feet (18 m) wide.
Exploration
program
In
2020 we completed a portion of the Phase I exploration program on the Lazy Claims Property, which consisted of reconnaissance prospecting,
geological mapping, surface trenching, and relocating historical workings. Completion of the Phase I program was initially scheduled
for spring of 2021, however, due to the restrictions associated with past COVID-19 pandemic, the phase was put on hold. The Company intends
to resume Phase I later in 2024. Phase I program will provide accurate modern data to assist in the planning of the Phase II drill program.
Loman
Property (Exploration Phase)
In
December 2019 we acquired 27 unpatented mining claims for a total of $10,395 (the “Loman Property”). Due to certain regulatory
restrictions associated with COVID-19 pandemic, we were required to delay the re-registration of the Loman Property claims into the Company’s
name. The Loman claims were transferred and re-registered into our name in the fourth quarter of fiscal year 2021.
As
of December 31, 2023, the total cost of the Loman Property was $10,395, and had no plant nor equipment associated with it.
Figure
2: The Loman Property, location
Location
and means of access
The
Loman Property is located in sections 20-23 & 26-29 T.7N, R.32E MDM, within Mineral County approximately 13
miles southeast of the town of Hawthorne, NV, within the Walker Lane shear zone, a 60-mile-wide structural corridor extending in a
southeast direction from Reno, Nevada, along U.S. Highway 95. The project has excellent year-round access and infrastructure within
Mineral County, one of the most pro-mining counties and highest-grade gold districts of Nevada.
The
Loman Property consists of 27 unpatented mining claims having a combined area of approximately 540 acres. The Loman Property covers several
past producing small-scale high-grade gold and copper mines, altered and mineralized zones discovered by previous geological compilations
and mapping of the historical workings. Historical 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 magnetic anomalies. These factors clearly demonstrate the potential
of this relatively unexplored project for the discovery of gold mineralization.
The
Loman Property is located near several past producing mines including the Bodie, Aurora, Borealis, Pamlico, Evening Star, Mabel, Mindoro
and Camp Douglas Mines. Held by private interests for most of its history, the Loman Property remains very underexplored with a potential
for new discoveries on several exploration targets with multiple zones.
Exploration
program
In
2020 we completed a portion of our Phase I program that consisted of reconnaissance prospecting, geological mapping, surface trenching,
relocating historical workings and ground based geophysical surveying. Completion of the Phase I program will provide accurate modern
data to assist in the planning of the Phase II drill program. Phase I was initially expected continue in the spring 2021, with Phase
II to begin shortly after the compilation of the Phase I results. Due to the restrictions and subsequent lack of available contractor
personnel associated with COVID-19 pandemic, Phase I was put on hold and the Company plans to resume it later in 2024.
Agai-Pah
Property (Exploration Phase)
On
May 19, 2021, we entered into an exploration lease with option to purchase agreement (the “Agai-Pah Property 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 (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. As at December 31, 2023, the
Company had recorded $60,000 in acquisition costs associated with the Agai-Pah Property.
As
of December 31, 2023, the total cost of the Agai-Pah Property was $60,000, and had no plant nor equipment associated with it.
Figure
3: The Agai-Pah Property, location
Location
and means of access
The
Agai-Pah Property consists of 20 unpatented mining claims with a combined area of 162 hectares (400 acres). The Agai-Pah Property is
located in sections 2-3 & 10-11, T.10N, R.30E MDM, in the northwestern portion of the Gillis Range, within the Buckley Mining
District, in Mineral County, Nevada, 13 miles north-east of the town of Hawthorne, and 22 miles SW of the Rawhide Mine. The Property
is within the Walker Lane shear zone, a 60-mile-wide structural corridor extending in a southeast direction from Reno, Nevada. The
project has excellent year-round access and infrastructure within Mineral County, Nevada.
Geology
and Mineralization
The
Agai-Pah Property is underlain by meta-volcanic rocks of the Permo-Triassic Excelsior Formation. The local stratigraphy consists of
interbedded volcanics, conglomerate and occasional limestone lenses that have been altered through metamorphisim to hornfelsic
greenstones and localized calcsilicate and marble skarns. The area is cross-cut by a large northwest to southeast structural trend,
with the mineralization occurring along this trend and along skarn contacts.
Mineralization
occurs as hydrothermal alteration and veining along structures and along contacts with carbonate rocks. Silver, lead, copper and gold
mineralization are found within clay altered shears, quartz veins and hornfeslic scarns. In the west central portion of the Agai-Pah Property,
a quartz vein is exposed within a small open pit which exhibits visible chlorargyrite (AgCl).
Exploration
history
The
Agai-Pah Property contains numerous historical workings consisting of underground workings with multi-level vertical shafts, several
adits at different sub-levels, declines and a number of prospects pits that dig along structures. An existing road network provides access
to the numerous historical workings. Historical sampling on the project has revealed the presence of silver, copper, gold, lead, zinc,
barium and barite. There have been at least two periods of mining on the property, with the first in the early 1900’s, and then
later in the late 1980’s. The early 1900’s, work consisted of excavation of at least 15 adits, 5 vertical shafts, declines
and numerous prospects pits that dig along structures.
The
second episode of mining took place in the late 1980s when a small pit was excavated, and ore material was mined and transported approximately
2 miles to the west to a small heap leach. During this time about two kilometers of roads were built, several large trenches were completed,
and a number of shallow drill holes (12+) were drilled. All the drill holes noted during this historical work were vertical and most
were drilled in the hanging wall of the ore-bearing structures. An extensive sampling program was undertaken in early 1988, evidenced
by aluminum sample tags widely spaced in the areas of alteration. No historical data has been found from any of this historical exploration
work.
Exploration
program
The
Company plans to start Phase I exploration program in 2024. Phase I of the exploration program on the Agai-Pah Property, will consist
of reconnaissance prospecting, geological mapping, surface trenching, and relocating historical workings. Once completed, the Phase I
program will provide accurate modern data to assist in the planning of the Phase II exploration program. Phase II will consist of a ground-based
geophysical survey and final compilation of all the Phase I results.
Belshazzar
Property (Exploration Phase)
On
June 4, 2021, we entered into an exploration lease with option to purchase agreement (the “Belshazzar Property Agreement”)
with Belshazzar Holdings, L.L.C., (“Belshazzar”) 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 (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 Belshazzar.
The annual payments paid by the Company to Belshazzar, 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. As at December 31, 2023, the Company had recorded $60,000 in acquisition costs associated with the Belshazzar Property.
As
of December 31, 2023, the total cost of the Belshazzar Property was $60,000, and had no plant nor equipment associated with it.
Figure
4: The Belshazzar Property, location
Location
and means of access
The
Belshazzar Property consists of 10 unpatented mineral claims and 7 placer mineral claims in a combined area of approximately 200 acres
located in sections 17&18, T.7N, R.4E MDM situated along the upper reaches of Fall Creek within the Quartzburg mining district about
25 miles north-northeast of Boise, Idaho. The Belshazzar Property is accessed via 16 miles of mostly gravel road from Idaho City, with
year-round access. The Quartzburg district is in the western part of a larger mining region known as the Boise Basin, which produced
over 2.8 million troy ounces of gold from placer and lode mines (Anderson, 1947).
Geology
and Mineralization
The
Boise Basin is underlain by Cretaceous-age plutonic rocks of the Idaho Batholith, consisting chiefly of biotite granodiorite and muscovite-biotite
granite. Stocks of platonic rocks of the Eocene age, including diorite, quartz monzodiorite, hornblende-biotite granodiorite, gabbro
and biotite granite have intruded into the Idaho Batholith.
The
Belshazzar and Mountain Chief mines are situated at opposite ends of a northeast-striking, mineralized shear zone in Cretaceous biotite
granodiorite of the Idaho Batholith. Three roughly parallel fissure veins have been identified within this shear zone, with the Belshazzar
being the central and most prominent. The Centennial vein lies 680 feet to the south and has received only a limited amount of underground
development work from the Belshazzar mine. A third vein is located approximately 600 feet to the north of the Belshazzar vein and has
seen only limited prospecting from the surface.
Exploration
history
The
Belshazzar Property hosts the past producing Belshazzar mine. Approximately 3,000 feet of underground workings consisting of several
adits at different levels, sub-levels with connecting vertical shafts and milling facilities. By 1914, the Belshazzar mine had its own
boarding house, bunk house, barn, assay office, blacksmith shops, sawmill and IO-stamp mill. Construction of a new mill was completed
in 1924. A 1,700-foot-long aerial tramway connected ore bins at the No. 2 portal with the mill on Fall Creek (Quinn, 1914) remains of
a tram terminal can still be seen at the No. 2 portal and at the site of the original mill (Dan Turmes, Idaho Dept. of Environmental
Quality, 2008) The last known production from the Belshazzar mine was reported in 1941 (Mitchell, 2008). Exact production figures for
the mine are not available.
As
early as 1914, “high grade specimen rock” was being reported from the Belshazzar mine (Quinn 1914), this material was found
in the drift on the No. 3 level. A reported (Campbell,1927) “nugget” which yielded $245 in gold, equivalent at the time to
almost 12 ounces. During 1928, it was noted that “some remarkably rich segregations of native gold” had been found in a
section of the vein between the 401 and No. 3 levels. Several hand-sorted lots of this material contained between 48 and 435 ounces of
gold, and one single specimen of pure metal reportedly weighed 105 ounces (Mitchell, 2008). Some of the ore was so rich that it was shipped
directly to the assay office in Boise without treatment. Most of the specimen gold found at the Belshazzar was probably melted down,
as few specimens are known to have survived from the active mining period ending in 1931.
In
recent years, a “waste” rock dump located near the portal of the mine’s 401-foot level has, with the aid of modern
metal detectors, produced hundreds of wire gold specimens, ranging from microscopic in size to over 20 troy ounces. Total recent gold
specimen production to-date is unknown but is probably well in excess of 800 ounces of gold
Exploration
program
The
Company plans to start Phase I exploration program in 2024. Phase I of the exploration program on the Belshazzar Property will consist
of reconnaissance prospecting, geological mapping, surface trenching, and relocating historical workings. Once completed, the Phase I
program will provide accurate modern data to assist in the planning of the Phase II exploration program. Phase II will consist of a ground-based
geophysical survey and final compilation of all the Phase I results.
Swales
Property (Exploration Phase)
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 Swales Property Agreement commenced on December 27, 2021, and continues for ten years, subject to the Company’s
right to extend the Swales Property Agreement for two additional terms of ten years each, and subject to the Company’s option
to purchase the Swales Property.
Full
consideration of the Swales Property Agreement consists of the following: (i) an initial cash payment of $20,000 to be paid within 90
days from the execution of the Belshazzar Agreement on December 27, 2021 (the “effective date”), and (ii) annual payments
of $20,000 to be paid on the anniversary of the Effective Date while the Swales Property Agreement remains in effect.
The
Company has the exclusive option and right to acquire 100% ownership of the Swales Property (the “Swales Purchase Option”).
To exercise the Swales Purchase Option, the Company will be required to pay $750,000 (the “Swales Purchase Price”). The Swales
Purchase Price can be paid in either cash and/or equity of the Company, or a combination thereof, at the election of Mr. Parks. The annual
payments paid by the Company to Mr. Parks, shall not be applied or credited against the Swales Purchase Price. The Company made the initial
cash payment of $20,000 on January 15, 2022, and made the first $20,000 anniversary payment on March 14, 2023, which was initially accrued
at December 31, 2022. At December 31, 2023, the Company accrued the second $20,000 anniversary payment, which was paid on February 16,
2024.
As
of December 31, 2023, the total cost of the Swales Property was $60,000, and had no plant nor equipment associated with it.
Figure
5: The Swales Property, location
Location
and means of access
The
Swales Property consists of 40 unpatented mining claims with a combined area of 800 acres. The Swales Property is located in section
16, T.35N, R.53E., MDM within the Carlin Trend, one of the richest mining districts in the world, and home to some of the largest gold
mines in the US. The property is approximately 13 miles northeast of Nevada Gold Mine’s Gold Quarry Mine and 16 miles east southeast
of Nevada Gold Mine’s Goldstrike Mine, all of which are located along the gold rich Carlin Trend. The Swales Property
has excellent year-round access and infrastructure within Elko County, one of the most pro-mining counties in the pro-mining states and
one of the highest-grade gold districts of Nevada.
Geology
and Mineralization
Geologically,
the Swales Property is underlain by Upper plate Ordovician Vinini Formation (upper plate of the Roberts Mountains thrust) with windows
of Lower plate Mississippian to Silurian Roberts Mountains Formation limestone (Lower plate of Roberts Mountains thrust), the ideal host
rocks for a Carlin type gold deposit. These rocks have been intruded by Tertiary rocks identified as Monzonite porphyry to the west of
the property with many prospects and historic mining. Much of the property is covered by alluvium, but silicified, iron stained jasperoids
are found throughout the property where outcrops are exposed. Small gold anomalies occur in the upper plate rocks at Swales Mountain
which suggests the possibility of more extensive deposits in the Roberts Mountains Formation where it lies concealed by gravels or in
the broken rock within the Roberts Mountains thrust.
Exploration
history
The
Swales Property contains numerous historical workings consisting of prospects pits that dig along structures found throughout the Swales Property
where outcrops are exposed. The Swales Property is located within the Carlin Trend, one of the richest mining districts in the world,
and home to some of the largest gold mines in the USA. There are currently eight producing gold mines within the Carlin Trend. Collectively,
these mines have to date produced over 100 million ounces of gold (Nevada Bureau of Mines 2019) and still contain more than 21 million
ounces of gold reserves. (Nevada Gold Mines, LLC Carlin Complex 2020).
Exploration
program
The
Company plans to start Phase I exploration program in 2024. Phase I of the exploration program on the Swales Property will consist of
reconnaissance prospecting, geological mapping, surface trenching, and relocating historical workings. Once completed, the Phase I program
will provide accurate modern data to assist in the planning of the Phase II exploration program. Phase II will consist of a ground-based
geophysical survey and final compilation of all the Phase I results.
Olinghouse
Project (Development and Exploration Phase)
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, 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. In December of 2023, in accordance with Article 3 of the Olinghouse Agreement,
the Company provided a notice to Target it intends to exercise its option to acquire the 1% production royalty on the Olinghouse Project
and, as of the date of this Annual Report on Form 10-K, is awaiting delivery of the Royalty deed, at which point the Company will have
to make the final option payment as discussed above.
As
of December 31, 2023, the total cost of the Olinghouse Royalty was $240,000. The Company did not have any plant nor equipment associated
with Olinghouse Royalty.
Figure
6: The Olinghouse Project, location
Location
and means of access
The
Olinghouse Project is located in sections 2, 3, 9-11, 14-23 & 27-32 T.21N., R.22 & 23E., MDM, in Washoe County approximately
30 miles east of Reno, Nevada, in the Olinghouse mining district, and consists of approximately 6000 acres of patented and unpatented
claims. The project has excellent year-round access via state roads with existing infrastructures in place.
Exploration
history
The
property was operated by Alta Gold in the late 1990’s and completed a feasibility study in 1997. The Olinghouse Project hosts
an historic geologic resource (Alta Gold Feasibility Study 1997) based on over 600 drill holes collared at 100 ft. centers. Nevada
Canyon considers this historical estimate to be reliable and relevant, however a qualified person has not done sufficient work to
classify the estimate as a current estimate of mineral resources, and therefore it is not treating this historic estimate as current
compliant mineral resources. The Olinghouse Project’s current owner, Lake Mountain Mining, LLC, is currently reviewing its
financing plans for additional exploration, required permitting, economic studies and various capital expenditures towards a
production re-start decision in the near future. A large portion of the Olinghouse Property remains relatively unexplored. The
historical mineralized resource is open at depth and along strike. The Olinghouse Project has excellent potential to increase the
current gold resources in excess of 1M ounces.
Palmetto
Project (Exploration Phase)
On
January 27, 2022, the Company’s 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, the Company’s CEO, President, and director is also a director 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.
As
of December 31, 2023, the total cost of the Palmetto Royalty was $350,000. The Company did not have any plant nor equipment associated
with Olinghouse Royalty.
Figure
7: The Palmetto Project, location
Location
and means of access
The
Palmetto Project, consists of 116 unpatented mining claims totaling 2,217 acres located in sections 7-9 & 17-21, T1S, R34E., MDM
within Esmeralda County, Nevada, in the southern portion of the Walker Lane gold trend.
Exploration
history
The
Palmetto Project hosts an historic geologic resource completed by the Palmetto Project’s owner, Smooth Rock Ventures Corp
(“Smooth Rock”). Smooth Rock engaged WSP Canada Inc. (“WSP”) to complete a resource estimation of the
Palmetto Project (Palmetto Resource Estimation and Technical Report, McCracken, October 20, 2020) using drill data up to October
2017 and applying certain economic constraints. The current mineral resource statement was updated by WSP to reflect a change in
gold pricing and an adjustment in the mining costs in the generation of the constraining pit shells.
Nevada
Canyon considers this historical estimate to be reliable and relevant, however, it was not prepared in accordance with Item 1300 of Regulation
S-K, and therefore it is not treating this historic estimate as current compliant mineral resources.
The
Palmetto Project has had significant exploration work completed to date by Newmont Gold, Phelps Dodge Corp, Cambior Inc., Romarco Minerals,
Curran Corp., Amselco Minerals, Escape Gold Group Inc., and most recently by ML Gold Corp. To date, 173 drill holes totaling 43,940 meters
have been completed on several targets within the Palmetto Project. The initial “Discovery Hole” was drilled by Phelps Dodge
in 1988, and bonanza gold-silver veins were subsequently drilled by Romarco Minerals in 1997-2002.
There
are several additional mineralized zones hosting significant grades within close proximity to the inferred resource zones. These zones
have yet to be included in the resource estimate due to drilling density. Smooth Rock sees these areas having immediate potential to
significantly increase the overall resource on the Palmetto Project by increasing the drilling density between mineralized shells. Evidence
suggests that there is significant potential to expand the resource in multiple directions.
Exploration
program
On
February 22, 2021, Smooth Rock commenced an initial four-hole diamond drill program. The program was designed to expand the current resource
by drilling the mineralized zones laterally and at depth, to extend the present known mineralization. Drilling also targeted the high-grade
feeder chutes contained in deformation corridors, paralleling the main structural trends, and explored other areas of the Palmetto Project
outside of the inferred resource area.
Highlights
included drill hole SRV 21-01 returning 31.4 g/t Au over 6.5 meters, including 44.3g/t Au over 0.8 meters, and 122.5 g/t Au over 1.1
meters from a depth of approximately 85 meters. Drill hole SRV 21-02 returned 1.73 g/t Au over 2.8 meters, at a depth starting at 102.4
meters.
The
2021 drill results align with Smooth Rock’s interpreted geological model, based on the compilation of all historical data from
previous drilling and exploration programs. The information from the compilation and interpretation of the 2021 drill program greatly
aided in acceleration of drilling, geological mapping and understanding of the gold mineralization at the Palmetto Project.
In
May 2022, Smooth Rock began a drill program, which was designed to expand the current resource by extending the known mineralized zones
laterally and at depth. Drilling targeted the high-grade feeder chutes and explored other areas of the project outside of the inferred
resource area. The drill program was hampered by drill rig breakdowns, extensive technical drilling issues with ground water, loose broken
ground, and the inability of the drill crew to successfully mud any of the holes in order to reach the drill holes’ targeted depths.
A total of seven holes were drilled, with none of the seven holes achieving their targeted depths, two of the seven holes drilled were
abandoned before hitting bedrock. Consequently, the Smooth Rock ended the drill program early with only a total drilled footage of 2,095
feet (638.5m) of a planned 5,000-7,500-foot drill program.
The
highlights of the 2022 drill program included the drill hole SRV 22-09, which returned 10.98 g/t Au over 9.2 meters, from a depth of
88.4 meters, including 18.87 g/t Au over 4.6 meters, from a depth of 89.9 meters. This drill hole was drilled over 32 meters west northwest
of drill hole SRV 21-01, demonstrating the continuity and flat lying nature of the gold mineralization.
Smooth
Rock is planning a follow up drill program with a suitable drilling contractor, however, due to challenging market conditions, Smooth
Rock decided to postpone the program to allow for improved overall market conditions, which will enable Smooth Rock to secure additional
financing.
Quality
Assurance (QA/QC)
During
the year ended December 31, 2023, there have been no exploration or drilling samples collected by the Company, and as such, there are
no preparation, analysis, or security details to describe. However, once the exploration programs commence, the Company plans to implement
a quality control program to comply with industry best practices for sampling, chain of custody and analyses, including the following:
|
● |
Certified
gold reference standards, blanks and duplicates will be inserted at the core processing site as part of the QA/QC program in addition
to the control samples inserted by the lab. |
|
● |
Samples
will be prepared and analyzed by a reputable laboratory in the state of Nevada. |
|
● |
Samples
analyzed for gold will use Fire Assay-AA techniques, with samples returning over 10 g/t gold analyzed using Fire Assay-Gravimetric
methods. |
|
● |
Selected
samples will be also analyzed with a standard 1 kg metallic screen fire assay. |
Competition
The
mineral exploration business is an extremely competitive industry. We are competing with many other exploration companies looking for
minerals. We are one of the smallest exploration companies and a very small participant in the mineral exploration business. Being a
junior mineral exploration company, we compete with other similar companies for financing and joint venture partners, and for resources
such as professional geologists, camp staff, helicopters, and mineral exploration contractors and supplies. We do not represent a competitive
presence in the industry.
Raw
Materials
The
raw materials for our exploration programs include camp equipment, hand exploration tools, sample bags, first aid supplies, groceries,
and propane. All of these types of materials are readily available from a variety of local suppliers.
Dependence
on Customers
As
a junior royalty, streaming and exploration company, we have no customers.
Trademarks
and Patents
We
have no intellectual property such as patents or trademarks and, other than the obligations under the exploration lease agreement with
Tarsis Resources US Inc. and the Royalty Agreement with Smooth Rock, no royalty agreements or labor contracts.
Need
for Any Government Approval of Principal Products or Services
Our
exploration activities on our exploration projects may require permits from the BLM and several other governmental agencies. We may be
unable to obtain these permits in a timely manner, on reasonable terms, or at all. If we cannot obtain or maintain the necessary permits,
or if there is a delay in receiving these permits, our timetable and business plan for exploration of our exploration claims will be
adversely affected. Furthermore, the mining business is subject to various levels of government controls and regulations, which are supplemented
and revised from time to time. We cannot predict what additional legislation or revisions might be proposed that could affect our business
or when any proposals, if enacted, might become effective. Such changes, however, could require more operating capital and expenditures
and could prevent or delay some of our operations.
The
various levels of government controls and regulations address, among other things, the environmental impact of mining and mineral processing
operations. For mining and processing, legislation and regulations in various jurisdictions establish performance standards, air and
water quality emission standards and other design or operational requirements for various components of operations, including health
and safety standards. Legislation and regulations also establish requirements for decommissioning, reclaiming and rehabilitating mining
properties following the cessation of operations, and may require that some former mining properties be managed for long periods of time.
As we are not mining or processing, and are unlikely to do so for some years, we have not investigated these regulations.
None
of the exploration work that we have completed to date requires an environmental permit, however, we must ensure timely repair of any
damage done to the land during exploration.
We
believe that we are in substantial compliance with all material government controls and regulations on the Lazy Claims Property and on
the Loman Property.
Research
and Development
We
have not spent any money on research and development activities.
Employees
At
the present time, we do not have any employees other than our officers who devote their time as needed to our business and expect to
continue devoting approximately 10 hours per week in 2024.
Legal
Proceedings
From
time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. We
are not involved in any legal proceedings nor are we aware of any pending or threatened litigation against us. Neither our officers
nor our directors are party to any legal proceeding or litigation. None of our directors or our officers have been convicted of a
felony or misdemeanor relating to securities or performance in a corporate office.
Item
1A. Risk Factors
We
are subject to those financial risks generally associated with early-stage enterprises. Since we have sustained losses since inception,
we will require financing to fund our development activities and to support our operations and will independently seek additional financing.
However, we may be unable to obtain such financing. We are also subject to risk factors specific to our business strategy and the mining
and exploration industry.
RISKS
ASSOCIATED WITH OUR COMPANY AND INDUSTRY
The
following are certain risk factors that could affect our business, financial position, results of operations or cash flows. These risk
factors should be considered along with the forward-looking statements contained in this Annual Report on Form 10-K because these factors
could cause our actual results or financial condition to differ materially from those projected in forward-looking statements. The following
discussion is not an all-inclusive listing of risks, although we believe these are the more material risks that we face. If any of the
following occur, our business, financial position, results of operations or cash flows could be negatively affected. We caution the reader
to keep these risk factors in mind and refrain from attributing undue certainty to any forward-looking statements, which speak only as
of the date of this Annual Report.
We
own passive interests in mining properties, and it is difficult if not impossible for us to ensure properties are developed or operated
in our best interest.
Aside
from properties controlled within our exploration project accelerator, we are not and will not be directly involved in the exploration,
development, and production of minerals from, or the continued operation of, the mineral projects underlying royalties, streams and similar
interests that are or may be held by us. The exploration, development and operation of such properties is determined and carried out
by third party owners and operators and any revenue that may be derived from our asset portfolio will be based on any production by such
owners and operators. Third party owners and operators will generally have the power to determine the manner in which the properties
are exploited, including decisions regarding feasibility, exploration and development of such properties or decisions to commence, continue
or reduce, or suspend or discontinue production from a property.
The
interests of third-party owners and operators and our interests may not always be aligned. As an example, it will usually be in our interest
to advance development and production on properties as rapidly as possible, in order to maximize near-term cash flow, while third party
owners and operators may take a more cautious approach to development, as they are exposed to risk on the cost of exploration, development
and operations. Likewise, it may be in the interest of owners and operators to invest in the development of, and emphasize production
from, projects or areas of a project that are not subject to royalties, streams or similar interests that are or may be held by us.
Our
inability to control or influence the exploration, development, or operations for the properties in which we hold or may hold royalties,
streams and similar interests may have a material adverse effect on our business, results of operations and financial condition. In addition,
the owners or operators may take action contrary to our policies or objectives; be unable or unwilling to fulfill their obligations under
their agreements with us; or experience financial, operational, or other difficulties, including insolvency, which could limit the owner
or operator’s ability to advance such properties or perform its obligations under arrangements with us.
We
may not be entitled to any compensation if the properties in which we hold or may hold royalties, streams and similar interests discontinue
exploration, development or operations on a temporary or permanent basis.
The
owners or operators of the projects in which we hold interests may, from time to time, announce transactions, including the sale or transfer
of the projects or of the operator itself, over which we have little or no control. If such transactions are completed, it may result
in a new operator, which may or may not explore, develop or operate the project in a similar manner to the current operator, which may
have a material adverse effect on our business, results of operations and financial condition. The effect of any such transaction on
us may be difficult or impossible to predict.
None
of our royalty and other interests are on currently producing properties and these and any future royalty, streaming or similar interests
we acquire, particularly on development stage properties, are subject to the risk that they may never achieve production.
None
of the properties underlying our royalty and other interests are in production nor do they have established mineral reserves. These and
any future royalty, streaming or similar interests we acquire may not achieve production or produce any revenues. While the discovery
of gold deposits may result in substantial rewards, few properties that are explored are ultimately developed into producing mines. Major
expenditures may be required to locate and establish mineral reserves, to develop metallurgical processes and to construct mining and
processing facilities at a particular site. It is impossible to ensure that exploration or development programs planned by the owners
or operators of the properties underlying royalties, streams and similar interests that are or may be held by us will result in profitable
commercial mining operations. Whether a mineral deposit will be commercially viable depends on several factors, including cash costs
associated with extraction and processing; the particular attributes of the deposit, such as size, grade and proximity to infrastructure;
mineral prices, which are highly cyclical; government regulations, including regulations relating to prices, taxes, royalties, land tenure,
land use and environmental protection; and political stability. The exact effect of these factors cannot be accurately predicted but
the combination of these factors may result in one or more of the properties underlying our current or future interests not receiving
an adequate return on invested capital. Accordingly, there can be no assurance the properties underlying our current or future interests
will be brought into a state of commercial production.
The
failure of any of the properties underlying our interests to achieve production on schedule or at all would have a material adverse effect
on our asset carrying values or the other benefits we expect to realize from our royalties and other interests or the acquisition of
royalty interests, and potentially our business, results of operations, cash flows and financial condition.
We
have limited or no access to data or the operations underlying our existing or future royalty and other interests.
We
are not, and will not be, the owner or operator of any such properties underlying our existing or future royalties, streams and similar
interests and have no input in the exploration, development, or operation of such properties. Consequently, we have limited or no access
to related exploration, development, or operational data or to the properties themselves. This could affect our ability to assess the
value of such interests. This could also result in delays in cash flow from that anticipated by us, based on the stage of development
of the properties underlying our existing or future royalties and similar interests. Our entitlement to payments in relation to such
interests may be calculated by the royalty payors in a manner different from our projections and we may not have rights of audit with
respect to such interests. In addition, some royalties, streams, or similar interests may be subject to confidentiality arrangements
that govern the disclosure of information with regard to such interests and, as a result, we may not be in a position to publicly disclose
related non-public information. The limited access to data and disclosure regarding the exploration, development, and production of minerals
from, or the continued operation of, the properties in which we have an interest may restrict our ability to assess value, which may
have a material adverse effect on our business, results of operations and financial condition. We attempt to mitigate this risk by building
relationships with various owners, operators, and counterparties, in order to encourage information sharing which we believe increases
transparency.
We
are subject to many of the risks faced by the owners and operators of our existing or future royalty and other interests.
To
the extent that they relate to the exploration, development, and production of minerals from, or the continued operation of, the properties
in which we hold or may hold royalties, streams or similar interests, we will be subject to the risk factors applicable to the owners
and operators of such mines or projects.
Mineral
exploration, development and production generally involves a high degree of risk. Such operations are subject to all of the hazards and
risks normally encountered in the exploration, development and production of metals, including weather related events, unusual and unexpected
geology formations, seismic activity, environmental hazards and the discharge of toxic chemicals, explosions and other conditions involved
in the drilling, blasting and removal of material, any of which could result in damage to, or destruction of, mines and other producing
facilities, damage to property, injury or loss of life, environmental damage, work stoppages, delays in exploration, development and
production, increased production costs and possible legal liability. Any of these hazards and risks and other acts of God could shut
down such activities temporarily or permanently. Mineral exploration, development and production is subject to hazards such as equipment
failure or failure of retaining dams around tailings disposal areas, which may result in environmental pollution and consequent liability
for the owners or operators thereof. The exploration for, and development, mining, and processing of mineral deposits involves significant
risks that even a combination of careful evaluation, experience and knowledge may not eliminate.
We
may fund future acquisitions or other material transactions with equity or debt financings which could increase our debt service, further
leverage our assets and/or result in dilution to existing shareholders.
In
the ordinary course of business, we engage in a continual review of opportunities to acquire royalties, streams, or similar interests,
to establish new royalties, streams or similar interests on operating mines, to create new royalties, streams or similar interests through
financing mine development or exploration, or to acquire companies that hold royalty interests. We currently, and generally at any time,
have acquisition opportunities in various stages of active review, including, for example, our engagement of consultants and advisors
to analyze particular opportunities, analysis of technical, financial, legal and other confidential information, submission of indications
of interest and term sheets, participation in preliminary discussions and negotiations and involvement as a bidder in competitive processes.
We may consider obtaining debt commitments for acquisition financing. In the event that we choose to raise debt capital to finance any
acquisition, our leverage may be increased. We may also issue common shares to fund acquisitions. Issuances of common shares could dilute
existing shareholders and may reduce some or all of our per share financial measures.
Any
such acquisition could be material to us. All transactions include risks associated with our ability to negotiate acceptable terms with
counterparties. In addition, any such acquisition or other transaction may have other transaction-specific risks associated with it,
including risks related to the completion of the transaction, the project, its operators, or the jurisdictions in which the project is
located, and other risks discussed in this Annual Report on Form 10-K. There can be no assurance that any acquisitions completed will
ultimately benefit us.
The
volatility in gold and other commodity prices may have an adverse impact on the value of our royalty interests.
The
value of our royalty interests and the potential future development of the projects underlying our interests are directly related to
the market price of gold and other commodity prices. Market prices may fluctuate widely and are affected by numerous factors beyond our
control or that of any mining company, including metal supply, industrial and jewelry fabrication, investment demand, central banking
economic policy, expectations with respect to the rate of inflation, the relative strength of the dollar and other currencies, interest
rates, gold purchases, sales and loans by central banks, forward sales by metal producers, global or regional political, trade, economic
or banking conditions, and a number of other factors.
Volatility
in gold prices is demonstrated by its annual high and low prices over the past decade as reported by the London Bullion Market Association:
| |
Gold | |
| |
($/ounce) | |
Calendar Year | |
High | | |
Low | |
2012 - 2013 | |
$ | 1,792 | | |
$ | 1,192 | |
2014 - 2015 | |
$ | 1,385 | | |
$ | 1,049 | |
2016 - 2017 | |
$ | 1,366 | | |
$ | 1,077 | |
2018 - 2019 | |
$ | 1,355 | | |
$ | 1,178 | |
2019 - 2020 | |
$ | 1,536 | | |
$ | 1,287 | |
2020 - 2021 | |
$ | 2,067 | | |
$ | 1,472 | |
2021 - 2022 | |
$ | 2,039 | | |
$ | 1,629 | |
2022 - 2023 | |
$ | 2,078 | | |
$ | 1,809 | |
Declines
in market prices could cause an operator to cease or slowdown exploration and development activities, reduce, suspend, or terminate production
from an operating project or construction work at a development project which would negatively impact our ability to obtain revenues
from our interests in the future. A price decline may result in a material and adverse effect on our business, results of operations
and financial condition.
Our
future growth is to a large extent dependent on our acquisition strategy and our ability to identify and negotiate the purchase of additional
assets.
As
part of our business strategy, we will seek to purchase or otherwise acquire gold and other precious metal royalties, streams or similar
interests from third party natural resource companies and others. In pursuit of such opportunities, we may fail to select appropriate
acquisition targets or negotiate acceptable arrangements, including arrangements to finance acquisitions. There can be no assurance that
we will be able to identify and complete any acquisition, transaction, or business arrangement that we pursue on favorable terms or at
all, or that any acquisition, transaction or business arrangement completed will ultimately benefit us.
If
we are unable to continually identify and acquire additional assets on terms that are favorable to us, our business, results of operations
and financial condition may be materially adversely affected.
Our
operating results and ability to generate revenue could be adversely impacted if we experience challenges with our existing assets, including
our royalty interests.
Problems
concerning the existence, validity, enforceability, terms or geographic extent of our royalty interests could adversely affect our business
and revenues, and our interests may similarly be materially and adversely impacted by change of control, bankruptcy or the insolvency
of operators.
Defects
in or disputes relating to the royalty interests we hold or acquire may prevent us from realizing the anticipated benefits from these
interests and could have a material adverse effect on our business, results of operations, cash flows and financial condition. Material
changes could also occur that may adversely affect management’s estimate of the carrying value of our royalty interests and could
result in impairment charges. While we seek to confirm the existence, validity, enforceability, terms and geographic extent of the royalty
interests we acquire, there can be no assurance that disputes or other problems concerning these and other matters or other problems
will not arise. Confirming these matters is complex and is subject to the application of the laws of each jurisdiction to the particular
circumstances of each parcel of mining property and to the agreement reflecting the royalty interest. Similarly, in many jurisdictions,
royalty interests are contractual in nature, rather than interests in land, and therefore may be subject to risks resulting from change
of control, bankruptcy or insolvency of operators, and our royalty interests could be materially restricted or set aside through judicial
or administrative proceedings. We often do not have the protection of security interests that could help us recover all or part of our
investment in a royalty interest in the event of an operator’s bankruptcy or insolvency.
Operators
may interpret our existing or future royalty or other interests in a manner adverse to us or otherwise may not abide by their contractual
obligations, and we could be forced to take legal action to enforce our contractual rights.
Royalty
interests are generally subject to uncertainties and complexities arising from the application of contract and property laws in the jurisdictions
where the mining projects are located. Operators and other parties to the agreements governing our existing or future royalty or other
interests may interpret our interests in a manner adverse to us or otherwise may not abide by their contractual obligations, and we could
be forced to take legal action to enforce our contractual rights. We may or may not be successful in enforcing our contractual rights,
and our revenues relating to any challenged royalty interests may be delayed, curtailed or eliminated during the pendency of any such
dispute or in the event our position is not upheld, which could have a material adverse effect on our business, results of operations,
cash flows and financial condition. Disputes could arise challenging, among other things, methods for calculating the royalty interest,
various rights of the operator or third parties in or to the royalty interest or the underlying property, the obligations of a current
or former operator to make payments on royalty interests, and various defects or ambiguities in the agreement governing a royalty interest.
We
depend on the services of our Chief Executive Officer, Chief Financial Officer, management, and other key employees; the loss of any
key employee coupled with an inability to replace the key employee could harm our operating results.
We
believe that our success depends on the continued service of our key executive management personnel. We are entirely dependent on the
efforts of Alan Day, our president, CEO, and director, and Jeffrey Cocks, our CFO and director. The loss of services of key members of
management or other key employees could disrupt the conduct of our business and jeopardize our ability to maintain our competitive position
in the industry. From time to time, we may also need to identify and retain additional skilled management and specialized technical personnel
to efficiently operate our business. The number of persons skilled in the acquisition, exploration and development of royalty interests
is limited and there is competition for such persons. Recruiting and retaining qualified executive management and other key employees
is critical to our success and there can be no assurance of such success. If we are not successful in attracting and retaining qualified
personnel, our ability to execute our business model and growth strategy could be affected, which could have a material adverse effect
on our business, results of operations, cash flows and financial condition.
Certain
of our directors and officers also serve as directors and officers of other companies in the mining sector, which may cause them to have
conflicts of interest.
Certain
of our directors and officers also serve as directors and officers of, or have significant shareholdings in, other companies involved
in natural resources investment, exploration, development and production and, to the extent that such other companies may engage in transactions
or participate in the same ventures in which we participate, or in transactions or ventures in which we may seek to participate, they
may have a conflict of interest in negotiating and concluding terms with respect to such participation. In cases where our directors
and officers have an interest in other companies, such other companies may also compete with us for the acquisition of royalties, streams
or similar interests. Such potential conflicts of interests of our directors and officers may have a material adverse effect on our business,
results of operations and financial condition.
Our
limited operating history makes our business prospects extremely speculative.
Nevada
Canyon is an exploration company and has no history of operations, mining or refining mineral products. As such, we are subject to many
risks common to such enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial and
other resources and lack of revenues. There is no assurance that we will be successful in achieving a return on an investment for investors
in the Common Shares and Nevada Canyon’s likelihood of success must be considered in light of its early stage of operations.
There
can be no assurance that our properties or any property we may obtain in the future will be successfully placed into production, produce
minerals in commercial quantities or otherwise generate operating earnings. Advancing projects from the exploration stage into development
and commercial production requires significant capital and time and will be subject to the successful completion of further technical
studies, permitting requirements and the construction of mines, processing plants, roads and related works and infrastructure. We will
continue to incur losses until mining-related operations successfully reach commercial production levels and generate sufficient revenue
to fund continuing operations.
We
will likely need additional capital in order to finance our business plans and there is no guarantee we will have access to that capital
on favorable terms, or at all.
Part
of our business plan is to focus on exploring for minerals and we intend to use our working capital to carry out such exploration. Other
than the current cash, and our investment in WRR shares, we have no secured source of financing, including, but not limited to, operating
cash flow and no assurance that acceptable additional funding will be available to us for the further exploration and development of
our projects. We have incurred net losses in the past and likely will incur losses in the future and will continue to incur losses until
and unless we can derive sufficient revenues from our mineral projects. These conditions, including other factors described herein, create
a material uncertainty regarding our ability to continue as a going concern.
It
is likely that the development and exploration of our assets will require substantial additional financing. Further exploration and development
of our assets and/or other properties acquired by us may be dependent upon our ability to obtain acceptable financing through equity
or debt, and there can be no assurance that we will be able to obtain adequate financing in the future or that the terms of such financing
will be acceptable. Failure to obtain such additional financing could result in the delay or indefinite postponement of further exploration
and development of our projects and we may become unable to carry out our business objectives.
We
currently rely on only a limited number of properties and our inability to increase and diversify our assets could harm our operating
results.
Our
material property interests consist of the Loman Property, the Swales Property and the Agai-Pah Property all of which are located
in Nevada and the Belshazzar Property which is located in Idaho. As a result, unless we acquire additional property interests and diversify
our asset base, any adverse developments affecting these properties would have a material adverse effect upon us and would materially
and adversely affect the potential mineral resource production, profitability, financial performance and results of our operations. While
we may seek to acquire additional mineral properties in accordance with our business objectives, there can be no assurance that we will
be able to identify suitable additional mineral properties or, if we do identify suitable properties, that we will have sufficient financial
resources to acquire such properties or that such properties will be available on terms acceptable to us or at all and that we will be
able to successfully develop such properties and bring such properties into commercial production.
The
properties in which we hold interests are all in the early stages of exploration and development and, as such, they may never produce
sufficient income to be profitable to us.
We
are a junior exploration company focused primarily on the acquisition, exploration and development of mineral properties located in Nevada.
Our properties have no established mineral reserves due to the early stage of exploration at this time. Any reference to potential quantities
and/or grade is conceptual in nature, as there has been insufficient exploration to define any mineral resource and it is uncertain if
further exploration will result in the determination of any mineral resource. Quantities and/or grade described in this Annual Report
should not be interpreted as assurances of a potential resource or reserve, or of potential future mine life or of the profitability
of future operations.
The
exploration and development of mineral deposits involves a high degree of financial risk over a significant period of time. Few properties
that are explored are ultimately developed into producing mines and there is no assurance that any of our projects can be mined profitably.
Substantial expenditures are required to establish mineral resources and reserves through drilling, to develop metallurgical processes
to extract the metal from the ore and in the case of new properties, to develop the mining and processing facilities and infrastructure
at any site chosen for mining. It is impossible to ensure that our current exploration and development programs will result in profitable
commercial mining operations. Our profitability will be, in part, directly related to the cost and success of its exploration and development
programs, which may be affected by a number of factors. Substantial expenditures are required to establish mineral resources and reserves
that are sufficient to support commercial mining operations and to construct, complete and install mining and processing facilities on
those properties that are actually developed.
No
assurance can be given that any particular level of recovery of minerals will be realized or that any potential quantities and/or grade
will ever qualify as a mineral resource or reserve, or that any such mineral resource or reserve will ever qualify as a commercially
mineable (or viable) deposit which can be legally and economically exploited.
Where
expenditures on a property have not led to the discovery of mineral resources or reserves, incurred expenditures will generally not be
recoverable.
LAND
TITLE AND ROYALTY RISKS
There
are many uncertainties, including, but not limited to, title matters; as a result, any defects in title could cause us to lose certain
rights in the properties we own.
There
are uncertainties as to title matters in the mining industry. Any defects in title could cause us to lose rights in our mineral properties
and jeopardize our business operations. Our mineral property interests currently consist of unpatented mining claims located on lands
administered by the United States’ Department of Interior’s Bureau of Land Management (the “BLM”), Nevada State
Office to which we only have possessory title. Because title to unpatented mining claims is subject to inherent uncertainties, it is
difficult to determine conclusively the ownership of such claims. These uncertainties relate to such things as sufficiency of mineral
discovery, proper location and posting and marking of boundaries, proper and timely payment of annual BLM claim maintenance fees, the
existence and terms of royalties, and possible conflicts with other claims not determinable from descriptions of record.
The
present status of our unpatented mining claims located on public lands allows us the right to mine and remove valuable minerals, such
as precious and base metals, from the claims conditioned upon applicable environmental reviews and permitting programs. We are also allowed
to use the surface of the land solely for purposes related to mining and processing the mineral-bearing ores. However, legal ownership
of the land remains with the United States. We remain at risk that the mining claims may be forfeited either to the United States or
to rival private claimants due to failure to comply with statutory requirements. Prior to 1993, a mining claim locator who was able to
prove the discovery of valuable, locatable minerals on a mining claim, and to meet all other applicable federal and state requirements
and procedures pertaining to the location and maintenance of federal unpatented mining claims, had the right to prosecute a patent application
to secure fee title to the mining claim from the federal government. The right to pursue a patent, however, has been subject to a moratorium
since October 1993, through federal legislation restricting the BLM from accepting any new mineral patent applications. If we do not
obtain fee title to our unpatented mining claims, there can be no assurance that we will be able to obtain compensation in connection
with the forfeiture of such claims.
Pending
federal legislation may materially curtail or in some cases eliminate certain rights we have in our assets.
In
recent years, members of the United States Congress have repeatedly introduced bills which would supplant or alter the provisions of
the General Mining Act of 1872, a United States federal law that authorizes and governs prospecting and mining for economic minerals,
such as gold, platinum, and silver, on federal public lands. Such bills have proposed, among other things, to either eliminate the right
to a mineral patent, impose a federal royalty on production from unpatented mining claims, render certain federal lands unavailable for
the location of unpatented mining claims, afford greater public involvement in the mine permitting process, provide for citizen suits,
and impose new and stringent environmental operating standards and mined land reclamation requirements in addition to those already in
effect. Such proposed legislation could change the cost of holding unpatented mining claims and could significantly impact our ability
to develop mineralized material on unpatented mining claims. Currently, all of our mining claims are on unpatented claims. Although we
cannot predict what legislative changes might occur, the enactment of these proposed bills could adversely affect the potential for development
of our mining claims, the economics of any mines that we bring into operation on federal unpatented mining claims, and as a result, adversely
affect our financial performance.
Challenges
to our mineral property interests may have adverse effects on assets including, but not limited to, a reduction in our interest, diverting
valuable resources and management time, and a requirement that we compensate other persons.
There
may be challenges to title to the mineral properties in which we hold a material interest. If there are title defects with respect to
any properties, we might be required to compensate other persons or to reduce our interest in the affected property. Furthermore, in
any such case, the investigation and resolution of these issues would divert our management’s time from ongoing exploration and
development programs. Title insurance generally is not available for mining claims in the U.S. and our ability to ensure that we have
obtained secure claim to individual mineral properties may be limited. We may be subject to prior unregistered liens, agreements, transfers
or claims, including native land claims and title may be affected by, among other things, undetected defects. In addition, we may be
unable to operate the properties as permitted or to enforce our rights with respect to our properties. The failure to comply with all
applicable laws and regulations, including a failure to pay taxes or annual BLM claim maintenance fees may invalidate title to portions
of our properties. We may incur significant costs related to defending the title to our properties. A successful claim contesting title
to a property may cause us to compensate other persons, or to reduce our interest in the affected property or to lose our rights to explore
and, if warranted, develop that property. This could result in us not being compensated for our prior expenditures relating to the property.
Also, in any such case, the investigation and resolution of title issues would divert management’s time from ongoing exploration
and, if warranted, development programs.
We
could face expensive and time-consuming challenges related to defects in title.
The
ownership and validity or title of unpatented mining claims and concessions can at times be uncertain and may be contested. We also may
not have, or may not be able to obtain, all necessary surface rights to develop a property. We have taken reasonable measures, in accordance
with industry standards for properties at the same stage of exploration as that of our properties, to ensure proper title to our properties.
However, there is no guarantee that title to any of our properties will not be challenged or impugned.
Interpretations
of royalty agreements and unfulfilled contractual obligations of certain third parties that we rely on could force us to take legal action
that would be expensive and time consuming.
Royalty
interests in our properties, and any other royalty interests in respect of our properties which may come into existence, may be subject
to uncertainties and complexities arising from the application of contract and property laws in the jurisdictions where the mining projects
are located. Operators and other parties to the agreements governing the royalty interests in Nevada, or other royalty interests, may
interpret their interests in a manner adverse to us, and we could be forced to take legal action to enforce our rights. Challenges to
the terms of the royalty interests in Nevada or the existence of other royalties could have a material adverse effect on our business,
results of operations, cash flows and financial condition. Disputes could arise with respect to, among other things:
|
● |
The
existence or geographic extent of the royalty interests; |
|
● |
The
methods for calculating royalties; |
|
● |
Third
party claims to the same royalty interest or to the property on which a royalty interest exists, or the existence of additional royalties
on the same property; |
|
● |
Various
rights of the operator or third parties in or to a royalty interest; |
|
● |
Production
and other thresholds and caps applicable to payments of royalty interests; |
|
● |
The
obligation of an operator to make payments on royalty interests; |
|
● |
Various
defects or ambiguities in the agreement governing a royalty interest; and |
|
● |
Disputes
over the interpretation of buy-back rights. |
Breaches
of contracts with third parties could result in expensive litigation.
Parties
to contracts do not always honor contractual terms and contracts themselves may be subject to interpretation or technical defects. Accordingly,
there may be instances where we would be forced to take legal action to enforce our contractual rights. Such litigation may be time consuming
and costly and there is no guarantee of success. Any pending proceedings or actions or any decisions determined adversely to us may have
a material and adverse effect on our results of operations, financial condition.
Our
exploration operations are highly regulated and our inability to comply with certain regulations would have a material adverse effect
on our operations.
Our
exploration operations are subject to government legislation, policies and controls relating to prospecting, development, production,
environmental protection, including plant and animal species, and more specifically including the greater sage-grouse, mining taxes and
labor standards. In order for us to carry out our activities, various licenses and permits must be obtained and kept current. There is
no guarantee that the Company’s licenses and permits will be granted, or that once granted will be maintained and extended. In
addition, the terms and conditions of such licenses or permits could be changed and there can be no assurances that any application to
renew any existing licenses will be approved. There can be no assurance that all permits that we require will be obtainable on reasonable
terms, or at all. Delays or a failure to obtain such permits, or a failure to comply with the terms of any such permits that we have
obtained, could have a material adverse impact on us We may be required to contribute to the cost of providing the required infrastructure
to facilitate the development of our properties and will also have to obtain and comply with permits and licenses that may contain specific
conditions concerning operating procedures, water use, waste disposal, spills, environmental studies, abandonment and restoration plans
and financial assurances. There can be no assurance that we will be able to comply with any such conditions and non-compliance with such
conditions may result in the loss of certain of our permits and licenses on properties, which may have a material adverse effect on us.
Future taxation of mining operators, and the timing thereof, cannot be predicted with certainty so planning must be undertaken using
present conditions and best estimates of any potential future changes. There is no certainty that such planning will be effective to
mitigate adverse consequences of future taxation on us.
The
volatility of the global financial markets may have a negative effect on our ability to raise money which could harm our operating results.
Recent
global financial conditions have been characterized by increased volatility and access to public financing, particularly for junior mineral
exploration companies, has been negatively impacted. These conditions may affect our ability to obtain equity or debt financing in the
future on terms favorable to us or at all.
Market
events and conditions, including the disruptions in the international credit markets and other financial systems, in China, Japan and
Europe, along with political instability in the Middle East and Russia and falling currency prices expressed in United States dollars
have resulted in commodity prices remaining volatile. These conditions have also caused a loss of confidence in global credit markets,
excluding the United States, resulting in the collapse of, and government intervention in, major banks, financial institutions and insurers
and creating a climate of greater volatility, tighter regulations, less liquidity, widening credit spreads, less price transparency,
increased credit losses and tighter credit conditions. Notwithstanding various actions by governments, concerns about the general condition
of the capital markets, financial instruments, banks and investment banks, insurers and other financial institutions caused the broader
credit markets to be volatile and interest rates to remain at historical lows. These events are illustrative of the effect that events
beyond the Company’s control may have on commodity prices. Access to public financing has been negatively impacted by sovereign
debt concerns in Europe and emerging markets, as well as concerns over global growth rates and conditions. If such conditions continue,
our operations could be negatively impacted.
Global
financial conditions could suddenly and rapidly destabilize in response to future events, as government authorities may have limited
resources to respond to future crises. Future crises may be precipitated by any number of causes, including natural disasters, pandemics,
geopolitical instability, changes to energy prices or sovereign defaults.
Any
sudden or rapid destabilization of global economic conditions could negatively impact our ability to obtain equity or debt financing
or make other suitable financing arrangements. Increased levels of volatility and market turmoil can adversely impact our operations
and the value and the price of the Common Stock of the Company could be adversely affected.
Changes
in the market price of gold, silver and other metals, which in the past has fluctuated widely, will affect the profitability of our operations
and financial condition.
Our
profitability and long-term viability depend, in large part, upon the market price of gold, copper, silver and other metals and minerals
which may be produced from our mineral claims, and from which we may derive revenues under any agreement we may enter into with a company
that conducts mining operations on our claims. The market price of gold and other metals is volatile and is impacted by numerous factors
beyond our control, including:
|
● |
sales
by central banks and other holders, speculators, and producers of gold and other metals in response to any of the below factors;
|
|
● |
the
relative strength of the U.S. dollar and certain other currencies; |
|
● |
interest
rates; |
|
● |
global
or regional political, financial, or economic conditions; |
|
● |
supply
and demand for jewelry and industrial products containing metals; and |
|
● |
expectations
with respect to the rate of inflation. |
A
material decrease in the market price of gold and other metals could affect the commercial viability of our mineral claims and any of
our future anticipated development and production assumptions if any. Lower gold prices could also adversely affect our ability to finance
future development of our mining claims, all of which would have a material adverse effect on our financial condition and results of
operations. There can be no assurance that the market price of gold and other metals will remain at current levels or that such prices
will improve.
Many
of our assumptions regarding our operating results are based on mineral resource estimates by third parties; if those estimates are materially
inaccurate for any reason, our actual operating results could also be materially effected.
Mineral
resource estimates will be based upon geological data supplied by our personnel, confirmed and calculated by independent qualified persons
(geologists and engineers). These estimates are inherently subject to uncertainty and are based on geological interpretations and inferences
drawn from drilling results and sampling analyses and may require revision based on further exploration or development work. The estimation
of mineral resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or
other relevant issues. As a result of the foregoing, there may be material differences between actual and estimated mineral reserves,
which may impact the viability of our projects and have a material impact on us.
The
grade of mineralization which may ultimately be mined may differ from the indicated by drilling results and such differences could be
material. The quantity and resulting valuation of mineral reserves and mineral resources may also vary depending on, among other things,
mineral prices (which may render mineral reserves and mineral resources uneconomic), cut-off grades applied and estimates of future operating
costs (which may be inaccurate). Production can be affected by such factors as permitting regulations and requirements, weather, environmental
factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions. Any material change in
quantity of mineral resources, mineral reserves, grade, or stripping ratio may also affect the economic viability of any project undertaken
by us. In addition, there can be no assurance that mineral recoveries in small scale, and/or pilot laboratory tests will be duplicated
in a larger scale test under on-site conditions or during production. To the extent that we are unable to mine and produce as expected
and estimated, our business may be materially and adversely affected.
There
is no certainty that any of the mineral resources identified on any of our properties will be realized, that any mineral resources will
ever be upgraded to mineral reserves, that any anticipated level of recovery of minerals will in fact be realized, or that an identified
mineral reserve or mineral resource will ever qualify as a commercially mineable (or viable) deposit which can be legally and economically
exploited. Until a deposit is actually mined and processed, the quantity of mineral resources and mineral reserves and grades must be
considered as estimates only, and investors are cautioned that we may ultimately never realize production on any of its properties.
We
may not be able to obtain adequate insurance coverage, or coverage at all, in order to insure us against the risks of our operations;
any uninsured or underinsured losses could have a negative impact on our operating results.
Our
business is subject to a number of risks and hazards, including adverse environmental conditions, industrial accidents, labor
disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, changes in the regulatory environment, natural
phenomena such as inclement weather conditions, floods, and earthquakes. Such occurrences could result in damage to mineral properties
or production facilities, personal injury or death, environmental damage to our properties or the properties of others, delays in the
ability to undertake exploration, monetary losses, and possible legal liability.
We
do not currently have insurance and currently do not have any plans to obtain insurance. Insurance against certain risks, including those
related to environmental matters or other hazards resulting from exploration, is generally not available to us or to other companies
within the mining industry. In addition, we do not carry business interruption insurance relating to our mineral claims. Accordingly,
delays in returning to any future exploration could produce a severe near-term impact on our business. Any losses from these events may
result in significant costs that could have a material adverse effect on our financial performance, financial position and results of
operations.
In
conducting our operations, we are required to comply with certain health and safety rules which can be expensive and time consuming.
Our
operations are subject to various health and safety laws and regulations that impose various duties on the Company in respect of its
operations, relating to, among other things, worker safety and the surrounding communities. These laws and regulations also grant the
relevant authorities broad powers to, among other things, close unsafe operations and order corrective action relating to health and
safety matters. The costs associated with the compliance with such health and safety laws and regulations may be substantial and any
amendments to such laws and regulations, or more stringent implementation thereof, could cause additional expenditure or impose restrictions
on, or suspensions of, our operations. We expect to make significant expenditures to comply with the extensive laws and regulations governing
the protection of the environment, waste disposal, worker safety, mine development and protection of endangered and other special status
species, and, to the extent reasonably practicable, to create social and economic benefit in the surrounding communities near our mineral
properties, but there can be no guarantee that these expenditures will ensure our compliance with applicable laws and regulations and
any non-compliance may have a material and adverse effect on us.
The
costs of compliance with environmental laws and obtaining and maintaining environmental permits and governmental approvals required for
construction and/or operation, which currently are significant, may increase in the future and could materially and adversely affect
our business, financial condition, future results, and cash flow; any non-compliance with such laws or regulations may result in the
imposition of liabilities which could materially and adversely affect our business, financial condition, future results, and cash flow.
All
phases of our operations are subject to environmental regulation in the jurisdictions in which we operate, certain of which are set forth
below. Environmental legislation is evolving in a manner which may result in stricter standards and enforcement, increased fines and
penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility
for companies and their officers, directors, and employees. These laws address emissions into the air, discharges into water, management
of waste, management of hazardous substances, protection of natural resources, antiquities and endangered species and reclamation of
lands disturbed by mining operations. The costs associated with compliance with such laws and regulations are substantial. Compliance
with environmental laws and regulations and future changes in these laws and regulations may require significant capital outlays and
may cause material changes or delays in our operations and future activities. It is possible that future laws, regulations, or more restrictive
interpretations of current laws and regulations by governmental authorities could have a significant adverse impact on our properties
or some portion of our business, causing us to re-evaluate those activities at that time.
U.S.
Federal Laws: CERCLA, and comparable state statutes, impose strict, joint and several liabilities on current and former owners and operators
of sites and on persons who disposed of or arranged for the disposal of hazardous substances found at such sites. It is not uncommon
for the government to file claims requiring cleanup actions, for reimbursement for government-incurred cleanup costs, or for natural
resource damages, or for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly
caused by hazardous substances released into the environment. RCRA, and comparable state statutes, govern the disposal of solid waste
and hazardous waste and authorize the imposition of substantial fines and penalties for noncompliance, as well as requirements for corrective
actions. CERCLA, RCRA and comparable state statutes can impose liability for clean-up of sites and disposal of substances found on exploration,
mining and processing sites long after activities on such sites have been completed.
CAA,
as amended, restricts the emission of air pollutants from many sources, including mining and processing activities. Our mining operations
may produce air emissions, including fugitive dust and other air pollutants from stationary equipment, storage facilities and the use
of mobile sources such as trucks and heavy construction equipment, which are subject to review, monitoring and/or control requirements
under the CAA and state air quality laws. New facilities may be required to obtain permits before work can begin, and existing facilities
may be required to incur capital costs in order to remain in compliance. In addition, permitting rules may impose limitations on our
production levels or result in additional capital expenditures in order to comply with the rules.
NEPA
requires federal agencies to integrate environmental considerations into their decision-making processes by evaluating the environmental
impacts of their proposed actions, including issuances of permits to mining facilities, and assessing alternatives to those actions.
If a proposed action could significantly affect the environment, the agency must prepare a detailed statement known as an EIS. The United
States Environmental Protection Agency (“EPA”), other federal agencies, and any interested third parties will review and
comment on the scoping of the Environmental Impact Statement (“EIS”) and the adequacy of and findings set forth in the draft
and final EIS. This process can cause delays in the issuance of required permits or result in changes to a project to mitigate its potential
environmental impacts, which can in turn impact the economic feasibility of a proposed project.
CWA,
and comparable state statutes, impose restrictions and controls on the discharge of pollutants into waters of the United States. The
discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or an
analogous state agency. The CWA regulates storm water from mining facilities and requires a storm water discharge permit for certain
activities. Such a permit requires the regulated facility to monitor and sample storm water run-off from its operations. The CWA and
regulations implemented thereunder also prohibit discharges of dredged and fill materials in wetlands and other waters of the United
States unless authorized by an appropriately issued permit. The CWA and comparable state statutes provide for civil, criminal, and administrative
penalties for unauthorized discharges of pollutants and impose liability on parties responsible for those discharges for the costs of
cleaning up any environmental damage caused by the release and for natural resource damages resulting from the release.
SDWA
and the Underground Injection Control (“UIC”) program promulgated thereunder, regulate the drilling and operation of subsurface
injection wells. The EPA directly administers the UIC program in some states and in others the responsibility for the program has been
delegated to the state. The program requires that a permit be obtained before drilling a disposal or injection well. Violation of these
regulations and/or contamination of groundwater by mining related activities may result in fines, penalties, and remediation costs, among
other sanctions and liabilities under the SDWA and state laws. In addition, third party claims may be filed by landowners and other parties
claiming damages for alternative water supplies, property damages, and bodily injury.
Nevada
Laws: At the state level, mining operations in Nevada are also regulated by the Nevada Department of Conservation and Natural Resources,
Division of Environmental Protection. Nevada state law requires mine operators to hold Nevada Water Pollution Control Permits, which
dictate operating controls and closure and post-closure requirements directed at protecting surface and ground water.
Other
Nevada regulations govern operating and design standards for the construction and operation of any source of air contamination and landfill
operations. Any changes to these laws and regulations could have an adverse impact on our financial performance and results of operations
by, for example, requiring changes to operating constraints, technical criteria, fees or surety requirements.
Our
industry is highly competitive, and we will be at a competitive disadvantage for assets and financial resources relative to larger, better
funded companies in the same space.
The
mining industry is highly competitive in all of its phases, both domestically and internationally. Our ability to acquire properties
and develop mineral resources and reserves in the future will depend not only on our ability to develop our present properties, but also
on our ability to select and acquire suitable producing properties or prospects for mineral exploration, of which there is a limited
supply. We may be at a competitive disadvantage in acquiring additional mining properties because we must compete with other individuals
and companies, many of which have greater financial resources, operational experience and technical capabilities than us. We may also
encounter competition from other mining companies in our efforts to hire experienced mining professionals. Competition could adversely
affect our ability to attract necessary funding or acquire suitable producing properties or prospects for mineral exploration in the
future. Competition for services and equipment could result in delays if such services or equipment cannot be obtained in a timely manner
due to inadequate availability and could also cause scheduling difficulties and cost increases due to the need to coordinate the availability
of services or equipment. Any of the foregoing effects of competition could materially increase project development, exploration or construction
costs, result in project delays and generally and adversely affect us and our business and prospects.
The
price of our Common Stock depends on many factors that could materially change or fluctuate resulting in volatility and unpredictability.
The
market price of the Common Stock could be subject to significant fluctuations due to various factors and events, including any regulatory
or economic changes affecting the Company’s operations, variations in the Company’s operating results, developments in the
Company’s business or its competitors, or changes in market sentiment towards the Common Stock. Investors should be aware that
the value of the Common Stock may be volatile and investors may, on disposing of the Common Stock, realize less than their original investment
or may lose their entire investment.
The
Company’s operating results and prospects from time to time may be below the expectations of market analysts and investors. In
addition, stock markets from time to time suffer significant price and volume fluctuations that affect the market price of the securities
listed thereon and which may be unrelated to the Company’s operating performance. These factors include macroeconomic developments
and political environments in North America and globally and market perceptions of the attractiveness of particular industries. As at
the date hereof, there remains a significant amount of uncertainty and economic disruption caused by COVID-19 that has increased market
and share price volatility and had a catastrophic impact on access to capital and liquidity. Any of these events could result in a decline
in the market price of the Common Stock. The Common Stock may, therefore, not be suitable as a short-term investment. In addition, the
market price of the Common Stock may not reflect the underlying value of the Company’s net assets. The price at which the Common
Stock will be traded and the price at which investors may realize their shares will be influenced by a large number of factors, some
specific to the Company and its proposed operations, and some which may affect the business sectors in which the Company operates, including
the pervasive and ongoing impact of COVID-19. Such factors could also include the performance of the Company’s operations, variations
in operating results, announcements by the Company (i.e. disappointing results of exploratory drilling, the incurrence of environmental
liabilities or other material developments), announcements of material developments by the Company’s competitors, involvement in
litigation, large purchases or sales of the Common Stock, liquidity or the absence of liquidity in the Common Stock, limited trading
volume, the prices of gold and other precious metals, legislative or regulatory changes relating to the business of the Company, the
Company’s ability to raise additional funds, other material events and general financial market and economic conditions. In the
event that the occurrence of any of these events causes the price of the Common Stock to decrease, investors may be forced to sell their
shares at a loss.
The
failure of our current or future strategic partners and joint venture partners to meet their obligations could have a material adverse
effect on our operating results.
We
may in the future enter into partnerships, option agreements and/or joint ventures as a means of acquiring additional property interests
or to fully exploit the exploration and production potential of its assets. The failure of any partner to meet its obligations to us
or other third parties, or any disputes with respect to third parties’ respective rights and obligations, could have a material
adverse effect on our rights under such agreements. We may also be unable to exert direct influence over strategic decisions made in
respect of properties that are subject to the terms of these agreements, which may have a materially adverse impact on the strategic
value of the underlying mineral claims. Furthermore, in the event we are unable to meet our obligations or share of costs incurred under
agreements to which it is a party, the Company may have its property interests subject to such agreements reduced as a result or face
the termination of such agreements.
We
sell additional equity and/or issue additional equity in order to acquire additional assets; any issuance of equity could result in significant
dilution to our existing shareholders.
We
believe that we are adequately financed to carry out our exploration and development plans for the next 12-month period. However, financing
the development of a mining operation through to production, should feasibility studies show it is recommended, would be expensive and
we would require additional capital to fund development and exploration programs and potential acquisitions. We cannot predict the size
of future issuances of Common Stock or the issuance of debt instruments or other securities convertible into Common Stock in connection
with any such financing. Likewise, we cannot predict the effect, if any, that future issuances and sales of our securities will have
on the market price of its Common Stock. If we raise additional funds by issuing additional equity securities, such financing may substantially
dilute the interests of existing shareholders. Sales of a substantial number of shares of Common Stock, or the availability of such Common
Stock for sale, could adversely affect prevailing market prices for our securities and a securityholder’s interest in us.
Because
the climate has an effect on our operations and the ability for our assets, present or future, to maximize their potential, the impact
of climate change and expensive regulations related to climate change could have a material adverse effect on our operations.
Climate
change could have an adverse impact on our operations. The potential physical impacts of climate change on our operations are highly
uncertain and would be particular to the geographic circumstances in areas in which we operate. These may include changes in rainfall
and storm patterns and intensities, water shortages, changing sea levels and changing temperatures. These changes in climate could have
an impact on the cost of development or production on Nevada Canyon’s mines and adversely affect the financial performance of our
operations.
Regulations
and pending legislation governing issues involving climate change could result in increased operating costs, which could have material
adverse effect on our business. A number of governments or governmental bodies have introduced or are contemplating regulatory changes
in response to climate and its potential impacts. Legislation and increased regulation regarding climate change could impose significant
costs on us, our venture partners and our suppliers, including costs related to increased energy requirements, capital equipment, environmental
monitoring and reporting and other costs to comply with such regulations. Any adopted climate change regulations could also negatively
impact our ability to compete with companies situated in areas not subject to such regulations. Given the emotion, political significance
and uncertainty around the impact of climate change and how it should be dealt with, we cannot predict how legislation and regulation
will affect its financial condition, operating performance and ability to compete. Furthermore, even without such regulation, increased
awareness and any adverse publicity in the global marketplace about potential impacts on climate change by us or other companies in the
natural resources industry could harm our reputation.
Through
no fault of our own, we could be involved in expensive and time consuming litigation that could have a material adverse effect on our
operations.
We
may become involved in disputes with other parties in the future which may result in litigation. The results of litigation cannot be
predicted with certainty. If we are unable to resolve these disputes favorably, it may have a material adverse impact on the ability
to carry out our business plan.
Influence
of third-party stakeholders.
Some
of the lands in which we hold an interest, or the exploration equipment and roads or other means of access in which we intend to utilize
in carrying out our work programs or general business mandates, may be subject to interests or claims by third party individuals, groups
or companies. In the event that such third parties assert any claims, our work programs may be delayed even if such claims are not meritorious.
Such delays may result in significant financial loss and loss of opportunity for us.
Expensive
and time consuming internal financial controls may or may not be effective in ensuring that transactions are authorized and properly
recorded and reported; any inadvertent failure of our internal financial controls could result in undue time, resources and expense that
could harm our operating results.
Internal controls over financial reporting are procedures designed to provide
reasonable assurance that transactions are properly authorized, assets are safeguarded against unauthorized or improper use, and transactions
are properly recorded and reported. A control system, no matter how well designed and operated, can provide only reasonable, and not absolute,
assurance with respect to the reliability of financial reporting and financial statement preparation. Though we intend to put into place
a system of internal controls appropriate for our size, and reflective of our level of operations, there are limited internal controls
currently in place. We have a very limited history of operations and have not made any assessment as to the effectiveness of our internal
controls. If we identify material weakness in our internal control over financial reporting, if we are unable to comply with the requirements
of Section 404 of the Sarbanes-Oxley Act in a timely manner or assert that our internal control over financial reporting is effective,
or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of its internal control
over financial reporting when required, investors may lose confidence in the accuracy and completeness of our financial reports and the
market price of the Common Stock could be negatively affected. We also could become subject to investigations by the stock exchange on
which the securities are listed, the Commission, or other regulatory authorities, which could require additional financial and management
resources.
Risks
Relating to our Common Stock
An
active market in which investors can resell their Common Stock may not develop which could adversely affect an investor’s ability
to sell their Common Stock.
We
cannot predict the extent to which an active market for our Common Stock will develop or be sustained, or how the development of such
a market might affect the market price of our Common Stock. Even if a trading market develops, investors may not be able to resell their
Common Stock at or above the initial acquisition price. Investors are cautioned that if an active market for our Common Stock does not
arise, investors may not be able to resell their Common Stock or may be forced to do so at a loss.
The
market price of our Common Stock will likely be volatile as significant price fluctuations are common in what the Securities and Exchange
Commission deems is a “penny stock.”
The
trading price of the stock and the price at which we may sell stock in the future are subject to fluctuations in response to any of the
following:
|
● |
Limited
trading volume in the Common Stock; |
|
● |
Quarterly
variations in operating results; |
|
● |
Involvement
in litigation; |
|
● |
General
financial market conditions; |
|
● |
The
prices of gold and other precious metals; |
|
● |
Announcements
by us of, for example, disappointing results of exploratory drilling, the incurrence of environmental liabilities or other material
developments; |
|
● |
Announcements
of material developments by our competitors; |
|
● |
Our
ability to raise additional funds; |
|
● |
Changes
in government regulations; and |
|
● |
Other
material events. |
In
the event that the occurrence of any of these events causes the price of our Common Stock to decrease, investors may be forced to sell
their shares at a loss.
Currently
authorized and future issuances of Preferred Stock, which rank senior to our Common Stock for the purposes of dividends and liquidating
distributions will, and any future issuances of debt securities, which would rank senior to our Common Stock upon our bankruptcy or liquidation
may, adversely affect the level of return you may be able to achieve from an investment in our Common Stock.
Currently
Authorized Preferred Stock may have preference on bankruptcy over the Common Stock and holders of potentially future issued Preferred
Stock are entitled to receive from the assets of the Company in priority to the holders of Common Stock on a liquidation, dissolution,
winding up or other distribution of assets of the Company. In the future, we may attempt to increase our capital resources by offering
debt securities or additional Preferred Stock. Upon a potential bankruptcy or liquidation, holders of our debt securities or Preferred
Stock, and lenders with respect to other borrowings we may make, may receive distributions of our available assets prior to any distributions
being made to holders of our Common Stock. Because our decision to issue debt securities or Preferred Stock in any future offering, or
borrow money from lenders, will depend in part on market conditions and other factors beyond our control, we cannot predict or estimate
the amount, timing or nature of any such future offerings or borrowings. Holders of our Common Stock must bear the risk that any future
offerings we conduct or borrowings we make may adversely affect the level of return they may be able to achieve from an investment in
our Common Stock, upon bankruptcy or otherwise.
Our
Common Stock is subject to penny stock rules making it more difficult to trade our Common Stock, all of which would adversely affect
the value of the Common Stock.
The
Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny Stocks are
generally equity securities with a price per share of less than $5.00, other than securities registered on certain national securities
exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, before
effecting a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing
specified information. In addition, the penny stock rules require that, before effecting any such transaction in a penny stock not otherwise
exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for
the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written
agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure
requirements may have the effect of reducing the trading activity in the secondary market for our Common Stock, and therefore shareholders
may have difficulty selling their Common Stock.
FINRA
sales practice requirements may limit a shareholder’s ability to buy and sell our stock.
In
addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment
to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to
recommending speculative, low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to
obtain information about the customer’s financial status, tax status, investment objectives and other information. The FINRA requirements
may make it more difficult for broker-dealers to recommend that their customers buy our Common Stock, which may have the effect of reducing
the level of trading activity in our Common Stock. As a result, fewer broker-dealers may be willing to make a market in our common stock,
reducing a shareholder’s ability to resell our Common Stock.
Our
management has broad discretion as to the use of certain of the net proceeds generated from our equity financing, which means that investors
will need to rely on the judgment of our management regarding the use of proceeds.
Our
management has broad discretion in the application of the net proceeds designated to fund our capital expenditures on existing mineral
properties, acquire additional acreage leaseholds, acquire additional producing properties and associated leaseholds, or for general
corporate purposes, which are subject to change in the future, and which may change in response to the proceeds raised pursuant to the
purchase rights or exercise of the warrants, if any. Accordingly, you will have to rely upon the judgment of our management with respect
to the use of these proceeds. Our management may spend a portion or all of the net proceeds from any equity financing in ways that holders
of our Common Stock may not desire or that may not yield a significant return or any return at all. The failure by our management to
apply these funds effectively could harm our business. Pending their use, we may also invest the net proceeds from an offering in a manner
that does not produce income or that loses value.
We
are a reporting issuer under the Exchange Act and are considered a smaller reporting company, exempting us from certain disclosure requirements
and potentially making our Common Stock less attractive to potential investors.
Rule
12b-2 of the Exchange Act defines a “smaller reporting company” as an issuer that is not an investment company, an asset-backed
issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that:
●
Had a public float of less than US$250 million as of the last business day of its most recently completed second fiscal quarter, computed
by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates by the price
at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the
common equity; or
●
In the case of initial registration statement under the Securities Act, or the Exchange Act, for shares of its common equity, had a public
float of less than US$250 million as of a date within 30 days of the date of the filing of the registration statement, computed by multiplying
the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of a Securities Act registration
statement, the number of such shares included in the registration statement by the estimated public offering price of the shares; or
●
In the case of an issuer whose public float as calculated under the foregoing paragraphs of this definition was zero or less than $700
million, had annual revenues of less than US$100 million during the most recently completed fiscal year for which audited financial statements
are available.
We
believe that we are a smaller reporting company, and as such that we are not required and may not include a Compensation Discussion and
Analysis section in our proxy statements; we will provide only two years of financial statements; and we need not provide the table of
selected financial data. We also will have other “scaled” disclosure requirements that are less comprehensive than issuers
that are not smaller reporting companies. These “scaled” disclosure requirements make our Common Stock less attractive to
potential investors, which could make it more difficult for our shareholders to sell their Units.
We
are taxed as a corporation for U.S. federal income tax purposes which means we will be subject to a material amount of entity-level taxation
which would reduce and/or eliminate cash that otherwise may be used to make dividends.
We
will pay U.S. federal income tax on our tax income at the corporate tax rate, which is currently a maximum of 21%, and will pay state
and local income tax at varying rates, including the Nevada Net Proceeds Tax. Distributions will generally be taxed again as corporate
dividends (to the extent of our current and accumulated earnings and profits), and no income, gains, losses, deductions, or credits will
flow through to you. In addition, changes in current state law may subject us to additional entity-level taxation by individual states.
Because of state budget deficits and other reasons, several states are evaluating ways to subject corporations to additional forms of
taxation. We will be subject to a material amount of entity-level taxation, which will result in a material reduction in the anticipated
cash flow and after-tax return to our shareholders.
A
non-US holder of our Common Stock, Warrants, or Warrant Shares will be treated as having income that is “effectively connected”
with a United States trade or business upon the sale or disposition of our Common Stock, Warrants, or Warrant Shares unless (i) our Common
Stock is regularly traded on an established securities market and (ii) the non-U.S. holder did not meet certain ownership thresholds
during the applicable testing period.
A
non-US holder of our Common Stock, Warrants, or Warrant Shares generally will incur U.S. Federal income tax on any gain realized upon
a sale or other disposition of our Common Stock to the extent our Common Stock constitutes a “United States real property interest”
(“USRPI”), under the Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”). A USRPI includes stock in
a “United States real property holding corporation.” We are and expect to continue to be for the foreseeable future, a “United
States real property holding corporation.”
Under
FIRPTA, a non-U.S. holder is taxed on any gain realized upon a sale or other disposition of a USRPI as if such gain were “effectively
connected” with a United States trade or business of the non-U.S. holder. A non-U.S. holder thus will be taxed on such a gain at
the same graduated rates generally applicable to U.S. persons. In addition, a non-U.S. holder would have to file a U.S. federal income
tax return reporting that gain. A non-U.S. holder that is a foreign corporation and not entitled to treaty relief or exemption also may
be subject to the 30% branch profits tax on such gain.
However,
if our Common Stock and Warrant Shares are regularly traded on an established securities market (the “Regularly Traded Exception”),
then gains realized upon a sale or other disposition of our Common Stock or Warrant Shares will not be treated as gains from the sale
of a USRPI, as long as the non-U.S. holder did not own: (i) more than 5% of our Common Stock at any time during the five-year period
preceding the sale or other disposition or, if shorter, the non-U.S. holder’s holding period for its Common Stock; (ii) Warrants
with a fair market value on the date acquired by such holder greater than the fair market value on that date of 5% of our Common Stock;
or (iii) aggregate equity securities of the Company with a fair market value on the date acquired in excess of 5% of the fair market
value of the Common Stock on such date. Our Common Stock currently trades on the OTC Pinks. At this time, it is uncertain whether our
Common Stock will continue to be considered as being regularly traded on an established securities market in the U.S. Accordingly, we
can provide no assurances that the Common Stock, Warrants or Warrant Shares will meet the Regularly Traded Exception at the time a non-U.S.
holder purchases such securities or sells, exchanges, or otherwise disposes of such securities. In the event that our Common Stock or
Warrant Shares do not meet the Regularly Traded Exception, then gains recognized by a non-U.S. holder upon a sale or other disposition
of our Common Stock or Warrant Shares will be subject to tax under FIRPTA unless an exemption applies. Since the Warrants are not expected
to be listed on a securities market, the Warrants are unlikely to qualify for the Regularly Traded Exception.
Our
ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited which would effect our ability
to take full advantage of the tax benefits of carryforwards.
Under
Section 382 and related provisions of the Internal Revenue Code of 1986, as amended (the “Code”), if a corporation undergoes
an “ownership change” (generally defined as a greater than 50% change (by value) in its equity ownership over a three-year
period), the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes to
offset its post-change income may be limited. We may in the future experience, an “ownership change.” Thus, our ability to
utilize carryforwards of our net operating losses and other tax attributes to reduce future tax liabilities may be substantially restricted.
At this time, we have not completed a study to assess whether an ownership change under Section 382 of the Code may occur in the foreseeable
future, or whether there have been due to the costs and complexities associated with such a study. Therefore, we may not be able to take
full advantage of these carryforwards for federal or state tax purposes.
The
tax treatment of corporations or an investment in our Common Stock, Warrants or Warrants Shares could be subject to potential legislative,
judicial or administrative changes and differing interpretations, possibly on a retroactive basis.
The
present U.S. federal income tax treatment of corporations, including us, or an investment in our Common Stock, Warrants and Warrant Shares
may be modified by administrative, legislative or judicial interpretation at any time. For example, from time to time, members of Congress
and the President propose and consider substantive changes to the existing U.S. federal income tax laws that affect corporations. Any
modification to the U.S. federal income tax laws and interpretations thereof may or may not be retroactively applied and could make it
more difficult or impossible to meet our cash flow needs for operations, acquisitions or other purposes. We are unable to predict whether
any of these changes or other proposals will be enacted. However, it is possible that a change in law could affect us, and any such changes
could negatively impact the value of an investment in our Common Stock, Warrants or Warrant Shares.
For
all of the foregoing reasons and others set forth herein, an investment in our securities in any market that may develop in the future
involves a high degree of risk.
Item
1B. Unresolved Staff Comments
None.
Item
1C. Cybersecurity.
Given
our stage of development, we face cybersecurity risks that are common to our industry, including but not limited to, phishing attacks,
malware, unauthorized access to our systems, and data breaches. These risks could potentially compromise our sensitive data, intellectual
property, and operational capabilities, impacting our business reputation and future prospects. To address these risks, we have implemented
foundational cybersecurity measures tailored to our size and operational complexity. To address the basic security measures we utilize
essential cybersecurity tools such as firewalls, antivirus software, and secure communication platforms to protect against unauthorized
access and cyber threats. To protect our data, we have implemented procedures for secure storage and handling of sensitive information
and intellectual property.
The
Audit Committee of our board of directors is responsible for the oversight of risks from cybersecurity threats and the process by which
the board is informed about such risks. The Audit Committee receives regular updates on exposures, threats and mitigation plans directly
from our management.
Item
2. Properties
We
hold no real property. Our executive, administrative and operating office is provided to us at no cost by our CEO and director, Mr. Day,
and is located at 5655 Riggins Court, Suite 15, Reno, NV 89502. We do not have a written lease agreement with Mr. Day or with the property
landlord. Our officers and directors will work remotely from Canada or in the United States at the Reno office.
Item
3. Legal Proceedings
We
are not a party to any legal proceedings.
Item
4. Mine Safety Disclosures
Not
applicable.
PART
II
Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our
common stock is quoted under the symbol NGLD on the OTC Link alternative trading system on the OTC Pink marketplace. Prior to January
26, 2015, our stock was quoted under the symbol TRYV.
Common
Stock Currently Outstanding
As
of March 11, 2024, we had 25,322,001 shares of our common stock outstanding.
Holders
As
of the date of this Annual Report on Form 10-K, we had 1,417 stockholders of record of our common stock.
Dividends
We
have not declared any cash dividends on our common stock since our inception and do not anticipate paying any dividends in the foreseeable
future. We plan to retain future earnings, if any, for use in our business. Any decisions as to future payments of dividends will depend
on our earnings and financial position and such other facts as our directors deem relevant.
Transfer
Agent
Our
independent stock transfer agent is Globex Transfer, LLC, with an address at 780 Deltona Blvd., Suite 202, Deltona, FL 32725; their phone
number is (813) 344-4490.
Recent
Sales of Unregistered Securities
On
February 24, 2023, we entered into a consulting agreement with our newly appointed Vice President of Operations (the “VP Agreement”).
We agreed to issue 2,000,000 shares of our common stock for the services. The shares vest ratably over a two-year period, beginning March
1, 2023, and vested shares are distributed quarterly. The fair value of the shares was $1,400,000 or $0.70 per share based on the trading
price of the Company’s common stock on the date the service period began. As of December 31, 2023, we had distributed a total of
833,333 shares under the VP Agreement.
On
February 24, 2023, we entered into two separate consulting agreements with consultants (the “Consulting Agreements”) in exchange
for a total of 2,000,000 shares of our common stock. All shares vest ratably over a three-year period, beginning March 1, 2023, and vested
shares are distributed quarterly. The fair value of the shares was $1,400,000 or $0.70 per share based on the trading price of the Company’s
common stock on the date the service period began. As of December 31, 2023, we had distributed a total of 555,556 shares under the Consulting
Agreements.
The
above shares were issued pursuant to the provisions of Regulation D of the Act as the consultants represented to the Company that they
are “Accredited Investors” as that term is defined in Rule 506(b) of Regulation D of the Act.
Additional
Information
Copies
of our annual reports on Form 10−K, quarterly reports on Form 10−Q, current reports on Form 8−K, and any amendments
to those reports, are available free of charge on the Internet at www.sec.gov. All statements made in any of our filings, including all
forward-looking statements, are made as of the date of the document, in which the statement is included, and we do not assume or undertake
any obligation to update any of those statements or documents unless we are required to do so by law.
Item
6. Selected Financial Data
Not
required under Regulation S-K for “smaller reporting companies.”
Item
7. Management’s Discussion and Analysis of Financial Conditions and Results of Operations
Cautionary
Statement Regarding Forward-Looking Statements
Certain
statements contained in this Annual Report on Form 10-K constitute “forward-looking statements”. These statements, identified
by words such as “plan,” “anticipate,” “believe,” “estimate,” “should,” “expect”
and similar expressions include our expectations and objectives regarding our future financial position, operating results and business
strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties
and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from
those described in the forward-looking statements. Such risks and uncertainties include those set forth under this caption “Management’s
Discussion and Analysis” and elsewhere in this Form 10-K. We do not intend to update the forward-looking information to reflect
actual results or changes in the factors affecting such forward-looking information. We advise you to carefully review the reports and
documents we file from time to time with the United States Securities and Exchange Commission (the “SEC”).
Results
of Operations
General
The
inclusion of supplementary analytical and related information herein may require us to make estimates and assumptions to enable us to
fairly present, in all material respects, our analysis of trends and expectations with respect to our results of operations and financial
position taken as a whole. Actual results may vary from the estimates and assumptions we make.
Results
of Operation
| |
Years ended December 31, | | |
Changes between | |
| |
2023 | | |
2022 | | |
the periods | |
Operating expenses | |
| | | |
| | | |
| | |
Consulting fees | |
$ | 424,201 | | |
$ | 50,726 | | |
$ | 373,475 | |
Director and officer compensation | |
| 1,571,805 | | |
| 988,471 | | |
| 583,334 | |
Exploration | |
| 72,523 | | |
| 20,758 | | |
| 51,765 | |
General and administrative | |
| 463,872 | | |
| 114,201 | | |
| 349,671 | |
Professional fees | |
| 126,277 | | |
| 99,249 | | |
| 27,028 | |
Transfer agent and filing fees | |
| 16,747 | | |
| 14,521 | | |
| 2,226 | |
Total operating expenses | |
| 2,675,425 | | |
| 1,287,926 | | |
| 1,387,499 | |
Other income (expense) | |
| | | |
| | | |
| | |
Interest expense | |
| - | | |
| (10,812 | ) | |
| (10,812 | ) |
Amortization of debt discount | |
| - | | |
| (719,462 | ) | |
| (719,462 | ) |
Fair value gain (loss) on equity investments | |
| (100,700 | ) | |
| 241,513 | | |
| (342,213 | ) |
Realized gain on equity investments | |
| - | | |
| 211,530 | | |
| (211,530 | ) |
Foreign exchange gain (loss) | |
| 7 | | |
| (978 | ) | |
| (985 | ) |
Interest income | |
| 121,168 | | |
| 10,080 | | |
| 111,088 | |
Total other income (expense) | |
| 20,475 | | |
$ | (268,129 | ) | |
$ | (288,604 | ) |
Net loss | |
$ | (2,654,950 | ) | |
$ | (1,556,055 | ) | |
$ | 1,098,895 | |
Revenues
We
had no revenues for the years ended December 31, 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 increased by $1,387,499 or 108%, to $2,675,425 as compared to $1,287,926 for the year ended December 31, 2022. This
change was associated with $1,571,805 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
the year ended December 31, 2022, we recorded $988,471 in director and officer compensation. Our consulting fees increased by $373,475,
from $50,726 we incurred during the year ended December 31, 2022, to $424,201 we incurred during the current year ended December 31,
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 $349,671, from $114,201 we incurred during the year ended December 31, 2022, to $463,872 we
incurred during the year ended December 31, 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 $27,028, from $99,249 we incurred during the year ended December 31, 2022,
to $126,277 we incurred during the year ended December 31, 2023. The professional fees increased as a result of the consulting agreement
with Warm Springs Consulting LLC., who we engaged to develop registry-verified carbon credits for voluntary and compliance markets in
the State of Nevada and the Western United States.
Other
income (expense)
During
the year ended December 31, 2023, we recognized $100,700 loss on fair value of investments in equity securities (2022 – $241,513
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$0.145 per share at December 31, 2023, and to a smaller degree from fluctuation of exchange rates
between the US and Canadian dollars. In addition, during the year ended December 31, 2023, we earned $121,168 in interest revenue (2022
- $10,080).
During
the comparative year ended December 31, 2022, we recorded a $211,530 gain on equity investment which was associated with the sale of
1,171,083 WRR Shares for net proceeds of $614,656. In addition, we recorded $719,462 amortization of debt discount and $10,812 in interest
expense 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 year ended December 31, 2023.
Net
loss
During
the year ended December 31, 2023, we incurred a net loss of $2,654,950, as compared to net loss of $1,556,055 we generated during
the year ended December 31, 2022. This change was mainly affected by increased director and officer compensation of $1,571,805,
which increased from $988,471 for the year ended December 31, 2022, an increased consulting fees of $424,201 for the year ended
December 31, 2023, as compared to $50,726 for the year ended December 31, 2022, and increased professional fees of $126,277 for the
year ended December 31, 2023, as compared to $99,249 for the year ended December 31, 2022. In addition, reduction in the price of
WRR Shares resulted in fair value loss of $100,700, as compared to $241,513 gain we recorded during the year ended December 31,
2022. These increases were offset by absence of amortization of debt discount and accrued interest for the year ended December 31,
2023, as compared to $719,462 amortization of discount and $10,812 accrued interest in the prior year; and increased interest income
of $121,168 during the year ended December 31, 2023, as compared to $10,080 for the year ended December 31, 2022.
Liquidity
and Capital Resources
Working capital | |
December 31, 2023 | | |
December 31, 2022 | |
| |
| | |
| |
Current assets | |
$ | 10,285,426 | | |
$ | 1,011,847 | |
Current liabilities | |
| 1,306,307 | | |
| 1,321,994 | |
Working capital (deficit) | |
$ | 8,979,119 | | |
$ | (310,147 | ) |
As
of December 31, 2023, we had a cash balance of $9,744,392. Our working capital was $8,979,119 and cash flows used in operations totaled
$1,145,448 for the year ended December 31, 2023.
During
the first half of 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 second half of 2023 we issued 12,499,343 Units under the offering statement on Form 1-A (the “Offering”) for net cash proceeds of $9,598,012,
issued 274,425 Common Shares on exercise of the Warrants issued as part of the Offering for total proceeds of $326,810, and received
further $18,000 on exercise of the Warrants which were issued subsequent to December 31, 2023.
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 opportunities to generate additional cash through future equity or debt financings.
Cash
Flow
| |
Year Ended December 31, | |
| |
2023 | | |
2022 | |
Cash flows used in operating activities | |
$ | (1,145,448 | ) | |
$ | (430,504 | ) |
Cash flows provided by/(used in) investing activities | |
| (60,000 | ) | |
| 164,656 | |
Cash flows provided by/(used in) financing activities | |
| 9,942,822 | | |
| (147,020 | ) |
Effects of foreign currency exchange on cash | |
| - | | |
| (978 | ) |
Net increase/(decrease) in cash during the year | |
$ | 8,737,374 | | |
$ | (413,846 | ) |
Net
cash used in operating activities
During
the year ended December 31, 2023, our net cash used in operating activities increased by $714,944, or 166%, to $1,145,448 for the year
ended December 31, 2023, compared with $430,504 for the year ended December 31, 2022. During the year ended December 31, 2023, we used
$593,556 to cover our cash operating costs, which were determined by reducing the net loss of $2,654,950 the Company incurred during
the year, by non-cash items included in the net loss of $2,061,394; we used $536,205 to increase our prepaid expenses, of which $500,367
were associated with prepaid advertising and investor relation costs, and we used further $17,031 to reduce amounts due to our related
parties. These uses of cash were in part offset by the $1,344 increase in accounts payable and accrued liabilities.
During
the year ended December 31, 2022, we used $430,504 in operating activities. During the year ended December 31, 2022, we used $300,187
to cover our cash operating costs, this amount was comprised of $1,556,055 in net loss, reduced by non-cash transactions of $1,255,868;
$12,407 to decrease our accounts payable and accrued liabilities, and $27,000 to decrease amounts due to our related parties. In addition,
we used $118,699 cash to pay interest accrued on convertible notes payable, which was in part offset
by $10,812 in interest expense on the convertible notes that had reached their maturity. These uses of cash were in part offset
by a $16,977 decrease to our prepaid expenses.
Adjustments
to reconcile net loss to net cash used in operating activities
During
the year ended December 31, 2023, we recognized a $100,700 loss on revaluation of fair value of our investments in WRR Shares. In addition,
we recognized $988,471 in director and officer compensation associated with the par-value shares we distributed to our directors and
CEO on December 30, 2021, $583,333 we recorded on vesting of shares awarded to our VP of Operations and $388,890 we recorded on vesting
of shares awarded to our consultants, in accordance with the consulting agreements we executed in February of 2023.
During
the year ended December 31, 2022, we recognized a $453,043 gain on equity investment associated with WRR Shares. In addition, we recognized
$978 loss on foreign exchange fluctuations associated with cash we held in high-interest savings account at a major Canadian bank and
recorded $719,462 in amortization of debt discount associated with the convertible notes payable
we issued in September and October 2021. We also recorded $988,471 in stock-based compensation
associated with the par-value shares we issued to our directors and CEO on December 30, 2021.
Net
cash provided by/(used in) investing activities
During
the year ended December 31, 2023, we used $60,000 to make option payments on our Swales Property, Agai-Pah Property, and Belshazzar Property.
During
the year ended December 31, 2022, we generated $614,656 from the sale of 1,171,083 WRR Shares. During the same period, we used $450,000
to acquire our mineral property interests.
Net
cash provided by/(used in) financing activities
During
the year ended December 31, 2023, we received $9,999,475 on issuance of 12,499,343 Units of our common stock at $0.80 per Unit pursuant
to our Offering. Each Unit was 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 $401,463 in share issuance costs associated with the issuance
of the Units. We issued 274,425 shares for total proceeds to the Company of $326,810 on exercise of Warrants issued as part of the Offering
and recorded further $18,000 as obligation to issue shares on the exercise of the Warrants, as the shares were issued subsequent to December
31, 2023.
During
the year ended December 31, 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. During
the same period, we redeemed a total of $147,420 in notes payable, which reached their maturity.
Going
Concern
At
December 31, 2023, we had a working capital surplus of $8,979,119 and cash on hand of $9,744,392, which is sufficient enough to support
our current plan of operations including exploration programs for the next 12-month period. Our investment in equity security is represented
by 511,750 WRR Shares valued at $56,105. 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.
Impact
of Inflation
We
believe that inflation has had a negligible effect on operations over the past fiscal year.
Capital
Expenditures
During
the year ended December 31, 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 year ended December 31, 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 and paid $40,000 to extend the Olinghouse Purchase Option
for an additional one-year term.
Off-Balance
Sheet Arrangements
None.
Pronouncements
We
have implemented all new accounting pronouncements that are in effect, and that may impact our financial statements and do not believe
that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position
or results of operations.
Item
7A. 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
8. Financial Statements and Supplementary Data
Our
audited financial statements are set forth in this Annual Report beginning on page F-1.
NEVADA
CANYON GOLD CORP.
FINANCIAL
STATEMENTS
DECEMBER
31, 2023 AND 2022
INDEX
TO FINANCIAL STATEMENTS
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the shareholders and the board of directors of Nevada Canyon Gold Corp.
Opinion
on the Financial Statements
We
have audited the accompanying consolidated balance sheet of Nevada Canyon Gold Corp. (“the Company”) as of December 31, 2023
and the related consolidated statements of operations, stockholders’ equity and cash flows for the year then ended, and the related
notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements
present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and the results of its operations
and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing
an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our
audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due
to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audit provides a reasonable basis for our opinion.
Critical
Audit Matter
Critical
audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required
to be communicated to the audit committee or those in charge of governance and that: (1) relate to accounts or disclosures that are material
to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined
that there are no critical audit matters.
/s/ Assure
CPA, LLC
We
have served as the Company’s auditor since 2023.
Spokane,
Washington
March
11, 2024
Report
of Independent Registered Public Accounting Firm
To
the shareholders and the board of directors of Nevada Canyon Gold Corp.
Opinion
on the Financial Statements
We
have audited the accompanying consolidated balance sheets of Nevada Canyon Gold Corp. (the “Company”) as of December 31,
2022, the related consolidated statements of operations, stockholders’ equity and cash flows, for the year then ended, and the
related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present
fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and
its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Going
Concern
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements, the Company has limited liquidity and has not completed its efforts to establish a source of revenue sufficient
to cover operating costs over an extended period of time. These factors raise substantial doubt about the Company’s ability to
continue as a going concern. Management’s plans in this regard are described in Note 1. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting in accordance with
the standards of the PCAOB. As part of our audits we are required to obtain an understanding of internal control over financial reporting
but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion in accordance with the standards of the PCAOB.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
Critical
Audit Matter
The
critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated
or required to be communicated to the audit committee and: (1) relates to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Critical
Audit Matter |
|
How
the Matter was Addressed in the Audit |
Assessment
of Mineral property interests for potential impairment indicators |
|
The
primary procedures we performed to address this critical audit matter included: |
|
|
|
As
described in Note 2 to the financial statements, management reviews and evaluates the net carrying value of mineral property interests
for impairment upon the occurrence of events or changes in circumstances that indicate that the related carrying amounts may not
be recoverable. If deemed necessary based on this review and evaluation, management performs a test for impairment. |
|
● |
Evaluation
of the Company’s identification of significant events or changes in circumstances that have occurred indicating the underlying
mineral property interests may not be recoverable by performing an independent assessment. |
|
|
|
|
In
its review and evaluation, management determined that there were no indicators that the carrying amount of mineral property interests,
which has a carrying value of $720,395 as of December 31, 2022, may not be recoverable. |
|
● |
Discussion
with management of future business plans for the mineral property interests |
|
|
|
|
We
identified the assessment of unproved mineral properties for potential impairment indicators as a critical audit matter due to the
materiality of the balance, the high degree of auditor judgment and an increased level of effort when performing audit procedures
to evaluate the reasonableness of management’s assumptions in determining whether indicators of impairment are present. |
|
● |
Ensuring
key assumptions were consistent with evidence obtained in other areas of the audit. |
/s/
DMCL LLP
DALE
MATHESON CARR-HILTON LABONTE LLP
CHARTERED
PROFESSIONAL ACCOUNTANTS
We
have served as the Company’s auditor since 2015. In 2023 we became the predecessor auditor.
Vancouver,
Canada
March
27, 2023
Nevada
Canyon Gold Corp.
Consolidated
Balance Sheets
| |
| | |
| |
| |
December 31, 2023 | | |
December 31, 2022 | |
| |
| | |
| |
ASSETS | |
| | | |
| | |
Current Assets | |
| | | |
| | |
Cash and cash equivalents | |
$ | 9,744,392 | | |
$ | 1,007,018 | |
Prepaid expenses | |
| 541,034 | | |
| 4,829 | |
Total Current Assets | |
| 10,285,426 | | |
| 1,011,847 | |
| |
| | | |
| | |
Investment in equity security | |
| 56,105 | | |
| 156,805 | |
Mineral property interests | |
| 780,395 | | |
| 720,395 | |
TOTAL ASSETS | |
$ | 11,121,926 | | |
$ | 1,889,047 | |
| |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
Current Liabilities | |
| | | |
| | |
Accounts payable and accrued liabilities | |
$ | 846,307 | | |
$ | 844,963 | |
Related party payables | |
| 460,000 | | |
| 477,031 | |
Total Liabilities | |
| 1,306,307 | | |
| 1,321,994 | |
| |
| | | |
| | |
Commitments and Contingencies (Note 4) | |
| - | | |
| - | |
| |
| | | |
| | |
Stockholders’ Equity | |
| | | |
| | |
Preferred Stock: Authorized 10,000,000 preferred shares, $0.0001 par, none issued and outstanding as of December 31, 2023 and 2022 | |
| - | | |
| - | |
Common Stock: Authorized 100,000,000 common shares, $0.0001 par, 25,240,051 and
11,077,394 issued and outstanding as of December 31, 2023 and 2022, respectively | |
| 2,523 | | |
| 1,107 | |
Additional paid-in capital | |
| 14,957,547 | | |
| 3,073,447 | |
Obligation to issue shares | |
| 18,000 | | |
| - | |
Accumulated deficit | |
| (5,162,451 | ) | |
| (2,507,501 | ) |
Total Stockholders’
Equity (Deficit) | |
| 9,815,619 | | |
| 567,053 | |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | |
$ | 11,121,926 | | |
$ | 1,889,047 | |
The
accompanying notes are an integral part of these consolidated financial statements
Nevada
Canyon Gold Corp.
Consolidated
Statements of Operations
| |
2023 | | |
2022 | |
| |
For the years ended December 31, | |
| |
2023 | | |
2022 | |
| |
| | |
| |
Operating expenses | |
| | | |
| | |
Consulting fees | |
$ | 424,201 | | |
$ | 50,726 | |
Director and officer compensation | |
| 1,571,805 | | |
| 988,471 | |
Exploration | |
| 72,523 | | |
| 20,758 | |
General and administrative | |
| 463,872 | | |
| 114,201 | |
Professional fees | |
| 126,277 | | |
| 99,249 | |
Transfer agent and filing fees | |
| 16,747 | | |
| 14,521 | |
Total operating expenses | |
| 2,675,425 | | |
| 1,287,926 | |
| |
| | | |
| | |
Other income (expense) | |
| | | |
| | |
Interest expense | |
| - | | |
| (10,812 | ) |
Amortization of debt discount | |
| - | | |
| (719,462 | ) |
Fair value gain (loss) on equity investments | |
| (100,700 | ) | |
| 241,513 | |
Realized gain on equity investments | |
| - | | |
| 211,530 | |
Foreign exchange gain (loss) | |
| 7 | | |
| (978 | ) |
Interest income | |
| 121,168 | | |
| 10,080 | |
Total other income (expense) | |
| 20,475 | | |
| (268,129 | ) |
Net loss | |
$ | (2,654,950 | ) | |
$ | (1,556,055 | ) |
| |
| | | |
| | |
Net loss per common share - basic and diluted | |
$ | (0.21 | ) | |
$ | (0.51 | ) |
Weighted average number of common shares outstanding: | |
| | | |
| | |
Basic and diluted | |
| 12,589,698 | | |
| 3,034,022 | |
The
accompanying notes are an integral part of these consolidated financial statements
Nevada
Canyon Gold Corp.
Consolidated
Statement of Stockholders’ Equity For the Years Ended December 31, 2023 and 2022
| |
| | |
| | |
| | |
| | |
| | |
| |
| |
Common Stock | | |
Obligation | | |
Additional
Paid-in | | |
Accumulated | | |
Total Stockholders’ | |
| |
Shares | | |
Amount | | |
to Issue Shares | | |
Capital | | |
Deficit | | |
Equity | |
| |
| | |
| | |
| | |
| | |
| | |
| |
Balance, December 31, 2021 | |
| 8,685,093 | | |
$ | 868 | | |
$ | - | | |
$ | 1,190,522 | | |
$ | (951,446 | ) | |
$ | 239,944 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Shares issued on conversion of convertible notes | |
| 2,392,301 | | |
| 239 | | |
| - | | |
| 894,454 | | |
| - | | |
| 894,693 | |
Stock-based compensation - directors and CEO | |
| - | | |
| - | | |
| - | | |
| 988,471 | | |
| - | | |
| 988,471 | |
Net loss for the year ended December 31, 2022 | |
| - | | |
| - | | |
| - | | |
| - | | |
| (1,556,055 | ) | |
| (1,556,055 | ) |
Balance, December 31, 2022 | |
| 11,077,394 | | |
| 1,107 | | |
| - | | |
| 3,073,447 | | |
| (2,507,501 | ) | |
| 567,053 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Shares and warrants issued for cash | |
| 12,499,343 | | |
| 1,250 | | |
| - | | |
| 9,998,225 | | |
| - | | |
| 9,999,475 | |
Shares issued on exercise of warrants | |
| 274,425 | | |
| 27 | | |
| - | | |
| 329,283 | | |
| - | | |
| 329,310 | |
Shares to be issued on exercise of warrants | |
| - | | |
| - | | |
| 18,000 | | |
| - | | |
| - | | |
| 18,000 | |
Share issuance costs | |
| - | | |
| - | | |
| - | | |
| (403,963 | ) | |
| - | | |
| (403,963 | ) |
Stock-based compensation - consultants | |
| 555,556 | | |
| 56 | | |
| - | | |
| 388,834 | | |
| - | | |
| 388,890 | |
Stock-based compensation - officer | |
| 833,333 | | |
| 83 | | |
| - | | |
| 583,250 | | |
| - | | |
| 583,333 | |
Stock-based compensation - directors and CEO | |
| - | | |
| - | | |
| - | | |
| 988,471 | | |
| - | | |
| 988,471 | |
Net loss for the year ended December 31, 2023 | |
| - | | |
| - | | |
| - | | |
| - | | |
| (2,654,950 | ) | |
| (2,654,950 | ) |
Balance, December 31, 2023 | |
| 25,240,051 | | |
$ | 2,523 | | |
$ | 18,000 | | |
$ | 14,957,547 | | |
$ | (5,162,451 | ) | |
$ | 9,815,619 | |
The
accompanying notes are an integral part of these consolidated financial statements
Nevada
Canyon Gold Corp.
Consolidated
Statements of Cash Flow
| |
2023 | | |
2022 | |
| |
For the years ended December 31, | |
| |
2023 | | |
2022 | |
OPERATING ACTIVITIES: | |
| | | |
| | |
| |
| | | |
| | |
Net loss | |
$ | (2,654,950 | ) | |
$ | (1,556,055 | ) |
Adjustment to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
Amortization of debt discount | |
| - | | |
| 719,462 | |
Fair value loss (gain) on equity investments | |
| 100,700 | | |
| (241,513 | ) |
Foreign exchange loss | |
| - | | |
| 978 | |
Realized gain on equity investments | |
| - | | |
| (211,530 | ) |
Stock-based compensation - directors and CEO | |
| 988,471 | | |
| 988,471 | |
Stock-based compensation - consultants | |
| 388,890 | | |
| - | |
Stock-based compensation - officer | |
| 583,333 | | |
| - | |
Changes in operating assets and liabilities: | |
| | | |
| | |
Prepaid expenses | |
| (536,205 | ) | |
| 16,977 | |
Accounts payable and accrued expenses | |
| 1,344 | | |
| (12,407 | ) |
Accrued interest payable | |
| - | | |
| (107,887 | ) |
Related party payables | |
| (17,031 | ) | |
| (27,000 | ) |
Net cash used in operating activities | |
| (1,145,448 | ) | |
| (430,504 | ) |
| |
| | | |
| | |
INVESTING ACTIVITIES: | |
| | | |
| | |
Proceeds from sale of equity investments | |
| - | | |
| 614,656 | |
Acquisition of mineral property interests | |
| (60,000 | ) | |
| (450,000 | ) |
Net cash provided by (used in) investing activities | |
| (60,000 | ) | |
| 164,656 | |
| |
| | | |
| | |
FINANCING ACTIVITIES: | |
| | | |
| | |
Proceeds from the sale of common stock and warrants | |
| 9,999,475 | | |
| 400 | |
Share issuance cash costs | |
| (403,963 | ) | |
| - | |
Proceeds from the exercise of warrants | |
| 347,310 | | |
| - | |
Payment of convertible notes payable | |
| - | | |
| (147,420 | ) |
Net cash provided by (used in) financing activities | |
| 9,942,822 | | |
| (147,020 | ) |
| |
| | | |
| | |
Effects of foreign currency exchange on cash | |
| - | | |
| (978 | ) |
| |
| | | |
| | |
Net increase (decrease) in cash and cash equivalents | |
| 8,737,374 | | |
| (413,846 | ) |
Cash and cash equivalents, beginning of year | |
| 1,007,018 | | |
| 1,420,864 | |
Cash and cash equivalents, end of year | |
$ | 9,744,392 | | |
$ | 1,007,018 | |
| |
| | | |
| | |
SUPPLEMENTAL CASH FLOW INFORMATION | |
| | | |
| | |
Cash paid for interest | |
$ | - | | |
$ | 118,699 | |
| |
| | | |
| | |
NONCASH INVESTING AND FINANCING ACTIVITIES: | |
| | | |
| | |
Mineral interests acquired with related party payables, net | |
$ | 20,000 | | |
$ | - | |
The
accompanying notes are an integral part of these consolidated financial statements
NEVADA
CANYON GOLD CORP.
NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR
THE YEARS ENDED
DECEMBER
31, 2023 AND 2022
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 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 December 31, 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 consolidated financial statements, the Company has sufficient 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 the Company’s common stock as a result of the Offering in the third and fourth quarter of the Company’s
Fiscal 2023 (Note 6), alleviated the substantial doubt.
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
These
consolidated financial statements and related notes are presented in accordance with US GAAP, and are presented in United States
dollars.
Principles
of Consolidation
The
consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Nevada Canyon LLC and Canyon
Carbon LLC. On consolidation, all intercompany balances and transactions are eliminated.
Use
of Estimates and Assumptions
The
preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect
certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. The Company regularly
evaluates estimates and assumptions related to the fair value of stock-based compensation, impairment of its interest in mineral
properties, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts,
historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form
the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are
not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the
Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results
of operations will be affected.
Basis
of Accounting
The
Company’s consolidated financial statements are prepared using the accrual method of accounting.
Cash
and Cash Equivalents
Cash
and cash equivalents include bank deposits and highly liquid investments purchased with maturities of three months or less. Cash deposits
with banks may exceed Federal Deposit Insurance Corporation insured limits.
Deferred
Stock Issuance Costs
The
Company defers, within prepaid expenses, certain legal, accounting and other third-party fees that are directly related to the Company’s
in-process equity financings until such financings are consummated. After consummation of the equity financing, these costs are recorded
as a reduction of the proceeds received as a result of the offering. Should a planned equity financing be abandoned, terminated or significantly
delayed, the deferred offering costs are immediately written off to operating expenses.
Equity
Investments
Investments
in equity securities are generally measured at fair value. Gains and losses for equity securities resulting from changes in fair value
are recognized in current earnings. Gains and losses on the sale of securities are recognized on a specific identification basis.
Income
Taxes
The
Company accounts for income taxes under the liability method. Under this method, deferred tax assets and liabilities are determined based
on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year
in which the differences are expected to affect taxable income. The Company provides a valuation allowance for deferred tax assets that
the Company does not consider more likely (than not) to be realized.
The
Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years
that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the
initial determination of the position’s sustainability and is measured at the largest amount of benefit that has a greater than
50 percent likelihood of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must
be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the
amount of the recognized tax benefit is still appropriate. The recognition and measurement of tax benefits requires significant judgment.
Judgments concerning the recognition and measurement of a tax benefit might change as new information becomes available.
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. Restricted
stock that has been distributed but not yet vested and thus excluded from the weighted average shares calculation, was 2,001,667 and
4,003,333 at December 31, 2023 and 2022, respectively (Note 6).
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. Dilutive earnings per share includes any additional dilution from common stock
equivalents, such as stock options, warrants, and convertible instruments, if the impact is not antidilutive. At December 31, 2023 and
2022, all of the Company’s outstanding warrants and restricted stock awards are excluded from the diluted earnings per share calculation
because their impact would be anti dilutive.
Fair
Value of Financial Instruments
The
Company’s financial instruments include cash and cash equivalents and investment in equity security. The carrying value of these
financial instruments approximates their fair value based on their short-term nature. The Company is not exposed to significant interest,
exchange or credit risk arising from these financial instruments.
The
fair value hierarchy under US GAAP is based on the following three levels of inputs, of which the first two are considered observable
and the last unobservable:
Level
1: |
Quoted
prices (unadjusted) in active markets for identical assets or liabilities; |
|
|
Level
2: |
Observable
inputs other than Level I, quoted prices for similar assets or liabilities in active prices whose inputs are observable or whose
significant value drivers are observable; and |
|
|
Level
3: |
Assets
and liabilities whose significant value drivers are unobservable by little or no market activity and that are significant to the
fair value of the assets or liabilities. |
At
the end of each reporting period, the Company’s investment in equity security is measured at fair value using Level 1 inputs. During
the years ended December 31, 2023 and 2022, the Company has no assets or liabilities requiring measurement at fair value on a non-recurring
basis.
Stock-Based
Compensation
All
transactions in which goods or services are received for the issuance of shares of the Company’s common stock or the issuance of
common stock awards are accounted for based on the fair value of the equity interest issued. The fair value of shares of common stock
is determined based upon the closing price per share of the Company’s common stock on the date of issuance and other applicable
inputs. The Company recognizes stock-based compensation for common stock award grants evenly over the related vesting period.
Mining
Interests and Mineral Exploration Expenditures
Exploration
costs are expensed in the period in which they occur. The Company capitalizes costs for acquiring and leasing mining properties and expenses
costs to maintain mineral rights as incurred. Should a property reach the production stage, capitalized costs would be amortized using
the units-of-production method based on periodic estimates of ore reserves.
Impairment
of Long-lived Assets
The
Company periodically reviews its long-lived assets to determine if any events or changes in circumstances have transpired which indicate
that the carrying value of its assets may not be recoverable. The Company determines impairment by comparing the undiscounted net future
cash flows estimated to be generated by its assets to their respective carrying amounts. If impairment is deemed to exist, the assets
will be written down to fair value.
Related
Parties and Transactions
The
Company identifies related parties and discloses related party transactions. Parties, which can be entities or individuals, are considered
to be related if either party has the ability, directly or indirectly, to control or exercise significant influence over the Company
in making financial and operational decisions. Entities and individuals are also considered to be related if they are subject to common
control or significant influence of the Company.
Recent
Accounting Pronouncements
In
August 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-05
Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement. The new guidance addresses
the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements. The
objectives of the amendments are to (1) provide decision useful information to investors and other allocators of capital in a joint venture’s
financial statements and (2) reduce diversity in practice. The guidance is applied prospectively and effective for all newly formed joint
venture entities with a formation date on or after January 1, 2025, with early adoption permitted. The Company is currently evaluating
the impact of this guidance on its consolidated financial statements.
In
December 2023, the FASB issued ASU 2023-09 (Topic 740) Improvements to Income Tax Disclosures. The new guidance requires additional
disclosures of disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on
income taxes paid. The guidance is effective for annual periods beginning after December 15, 2024. The guidance should be applied on
a prospective basis with the option to apply the standard retrospectively. The Company is currently evaluating the impact of this disclosure
guidance on its consolidated financial statements.
Management
does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material
effect on the accompanying financial statements.
NOTE
3 – RELATED PARTY TRANSACTIONS
Amounts
due to related parties at December 31, 2023 and 2022:
SCHEDULE OF RELATED PARTY TRANSACTIONS
| |
December
31, 2023 | | |
December
31, 2022 | |
Amounts
due to the 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 | |
During
the years ended December 31, 2023 and 2022, the Company had the following transactions with its related parties:
SCHEDULE OF TRANSACTIONS WITH ITS RELATED PARTIES
| |
| | | |
| | |
| |
Year
ended December
31, | |
| |
2023 | | |
2022 | |
Director
stock-based compensation incurred to the Chairman of the board, CFO and former CEO and President | |
$ | 330,039 | | |
$ | 330,039 | |
Director
stock-based compensation incurred to a director | |
| 164,608 | | |
| 164,608 | |
Director
stock-based compensation incurred to CEO, President, and director | |
| 493,824 | | |
| 493,824 | |
Officer
stock-based compensation incurred to VP of Operations | |
| 583,333 | | |
| - | |
Consulting
fees paid to a company controlled by the former CEO and director | |
| - | | |
| 20,000 | |
Geological
consulting fees paid to a company controlled by the CEO | |
| 51,000 | | |
| - | |
Total
related party transactions | |
$ | 1,622,804 | | |
$ | 1,008,471 | |
See
Note 4 - Mineral Property Interests for further information on related party transactions and Note 6 - Stockholders’
Equity for further information regarding stock issued to related parties.
NOTE
4 – MINERAL PROPERTY INTERESTS
As
of December 31, 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.
SCHEDULE
OF MINERAL PROPERTY INTERESTS
Property/Project | |
December
31, 2023 | | |
December
31, 2022 | |
Lazy
Claims | |
$ | - | | |
$ | - | |
Loman | |
| 10,395 | | |
| 10,395 | |
Agai-Pah | |
| 60,000 | | |
| 40,000 | |
Belshazzar | |
| 60,000 | | |
| 40,000 | |
Swales | |
| 60,000 | | |
| 40,000 | |
Olinghouse | |
| 240,000 | | |
| 240,000 | |
Palmetto
Project | |
| 350,000 | | |
| 350,000 | |
Total | |
$ | 780,395 | | |
$ | 720,395 | |
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 year ended December 31, 2023, 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 year ended December 31, 2023, 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. (“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 the CEO, President, and director
of the Company.
The
term of the 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.
During
the year ended December 31, 2023, 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. (“Belshazzar”), 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 Belshazzar.
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.
During
the year ended December 31, 2023, 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.
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. At December 31, 2023, the Company accrued the second $20,000 anniversary payment, which
was paid on February 16, 2024.
During
the year ended December 31, 2023, 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, 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. In December of 2023, in accordance with Article 3 of the Olinghouse Agreement,
the Company notified Target that the Company intends to exercise its option to acquire the 1% production royalty on the Olinghouse Project.
As of the date of these financial statements, the Company has not received the Royalty deed. The Company intends to make the final option
payment once it received fully executed Royalty deed from Target.
During
the year ended December 31, 2023, the Company did not incur any exploration costs 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 years ended December 31, 2023 and 2022, the Company did not incur any additional expenses associated with the Palmetto Project.
NOTE
5 – INVESTMENT IN EQUITY SECURITY
As
at December 31, 2023 and 2022, the Company’s equity investment consists of 511,750 common shares of Walker River Resources Corp.
(“WRR”).
At
December 31, 2023 and 2022, the fair value of the equity investment was $56,105 and $156,805, respectively, based on the trading price
of WRR Shares at December 31, 2023 and 2022. Fair value is measured using Level 1 inputs in the fair value hierarchy. During
the year ended December 31, 2023 the revaluation of the equity investment in WRR resulted in a $100,700 loss on the change in fair value
of the equity investment (December 31, 2022 - $241,513 gain).
The
Company did not sell any WRR Shares during the year ended December 31, 2023. During the year ended December 31, 2022, the Company sold
1,171,083 WRR Shares for net proceeds of $614,656. The Company recorded a net realized gain of $211,530 on the sale of WRR Shares.
NOTE
6 – STOCKHOLDERS’ EQUITY
The
Company was formed with one class of common stock, $0.0001 par value, and is authorized to issue 100,000,000 common shares and one class
of preferred stock, $0.0001 par value, and is authorized to issue 10,000,000 preferred shares. Voting rights are not cumulative and,
therefore, the holders of more than 50% of the common stock could, if they chose to do so, elect all of the directors of the Company.
Equity
transactions during the year ended December 31, 2023
Units
issued under offering statement on Form 1-A
During
the year ended December 31, 2023, the Company issued a total of 12,499,343 units of its common stock pursuant to its offering statement
on Form 1-A (the “Offering”). Each unit is comprised of one common share, and one common share purchase warrant to purchase
one additional common share at an exercise price of $1.20 per Warrant Share, expiring 24 months from the issuance date.
The
Units were issued in five separate tranches as follows:
SCHEDULE OF UNITS ISSUED IN THREE SEPARATE TRANCHES
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 | | |
| 22,694 | | |
| 2,221,939 | |
September
23, 2023 | |
| 2,218,222 | | |
| 1,774,578 | | |
| 69,098 | | |
| 17,442 | | |
| 1,705,480 | |
October
18, 2023 | |
| 4,958,717 | | |
| 3,966,974 | | |
| 134,270 | | |
| 38,936 | | |
| 3,832,704 | |
November
3, 2023 | |
| 2,003,366 | | |
| 1,602,693 | | |
| 84,955 | | |
| 15,730 | | |
| 1,517,738 | |
Total | |
| 12,499,343 | | |
$ | 9,999,475 | | |
$ | 401,461 | | |
$ | 98,206 | | |
$ | 9,598,014 | |
The
Company incurred a total of $499,667 in share issuance costs of which $98,206 were associated with issuance of 124,994 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 between 4.49% and 4.57%, expected dividend yield - $Nil, and expected share price volatility between 214% and
216%.
During
the year ended December 31, 2023, the Company issued 274,425 Common Shares for total proceeds to the Company of $329,310 on exercise
of the Warrants issued as part of the Offering. The Company paid $2,500 in share issuance costs associated with exercise of these Warrants.
Subsequent
to December 31, 2023, the Company issued 81,950 Common Shares for total proceeds to the Company of $98,340 on exercise of the Warrants
issued as part of the Offering. Of this amount, $18,000 were received during the year ended December 31, 2023, and were recorded as obligation
to issue shares.
Equity
transactions during the year ended December 31, 2022
On
October 31, 2022, the Company received notices from its convertible note holders requesting to convert a total of $897,113 into 2,392,301
shares of its common stock at $0.375 per share. These shares were issued on November 7, 2022 (Note 7).
Warrants
The
changes in the number of warrants outstanding for the years ended December 31, 2023 and 2022, are as follows:
SCHEDULE OF CHANGES IN NUMBER OF WARRANTS OUTSTANDING
|
|
Year
ended
December 31, 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 |
|
|
12,499,343 |
|
|
$ |
1.20 |
|
|
|
- |
|
|
$ |
n/a
|
|
Warrants
issued - agent |
|
|
124,994 |
|
|
$ |
1.20 |
|
|
|
- |
|
|
$ |
n/a
|
|
Warrants
exercised |
|
|
(274,425 |
) |
|
$ |
1.20 |
|
|
|
- |
|
|
$ |
n/a
|
|
Warrants
outstanding, ending |
|
|
12,349,912 |
|
|
$ |
1.20 |
|
|
|
- |
|
|
$ |
n/a
|
|
Details
of warrants outstanding as at December 31, 2023, are as follows:
SCHEDULE OF WARRANTS OUTSTANDING
Number
of warrants exercisable | | |
Expiry
date | |
Exercise
price | |
| 415,364 | | |
July
27, 2025 | |
$ | 1.20 | |
| 2,842,124 | | |
August
28, 2025 | |
$ | 1.20 | |
| 2,180,722 | | |
September
23, 2025 | |
$ | 1.20 | |
| 55,373 | (1) | |
September
23, 2028 | |
$ | 1.20 | |
| 4,811,342 | | |
October
18, 2025 | |
$ | 1.20 | |
| 1,975,366 | | |
November
3, 2025 | |
$ | 1.20 | |
| 69,621 | (1) | |
November
3, 2028 | |
$ | 1.20 | |
| 12,349,912 | | |
| |
| | |
At
December 31, 2023, the weighted average life of the warrants was 1.79 years.
Share-based
compensation
During
the year ended December 31, 2023 and 2022, the Company recognized share-based compensation as follows:
SCHEDULE OF RECOGNIZED SHARE-BASED COMPENSATION
| |
2023 | | |
2022 | |
| |
Year
ended December
31, | |
| |
2023 | | |
2022 | |
Directors
and CEO | |
$ | 988,471 | | |
$ | 988,471 | |
Officer
– VP of Operations | |
| 583,333 | | |
| - | |
Consultants | |
| 388,890 | | |
| - | |
Total | |
$ | 1,960,694 | | |
$ | 988,471 | |
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 $2,965,413 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 December 31, 2023, 4,003,333 shares have vested
and 2,001,667 shares are unvested. As of December 31, 2023, unvested compensation related to the Director Shares of $988,471 will be
recognized over the next 12 months.
Officer
– VP of Operations:
On
February 24, 2023, the Company entered into a consulting agreement with the Company’s newly appointed Vice President of Operations
(the “VP Agreement”). The Company agreed to issue 2,000,000 shares of its common stock for the services. The shares vest
ratably over a two-year period, beginning March 1, 2023, and vested shares are distributed quarterly. The fair value of the shares was
$1,400,000 or $0.70 per share based on the trading price of the Company’s common stock on the date the service period began. As
at December 31, 2023, the Company had distributed a total of 833,333 shares under the VP Agreement.
Unvested
compensation related to the shares to be issued under the VP Agreement of $816,667 will be recognized over the next 1.16 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. As at December 31, 2023, the Company had distributed
a total of 555,556 shares under the Consulting Agreements.
Unvested
compensation related to the Shares to be issued under the Consulting Agreements of $1,011,110 will be recognized over the next 2.16 years.
NOTE
7 – 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 year ended December 31,
2022, the Company recorded $719,462 in amortization of debt discount and $10,812 in additional
interest accrued on the Notes. The balance of the Notes at December 31, 2022 was $Nil as all of the notes were paid or converted into
shares of the Company’s common stock during the year ended December 31, 2022.
NOTE
8 – PREPAID EXPENSES
Prepaid
expenses at December 31, 2023 and 2022:
SCHEDULE OF PREPAID EXPENSES
| |
December
31, 2023 | | |
December
31, 2022 | |
Prepaid
advertising and investor relations services | |
$ | 500,367 | | |
$ | 367 | |
Deferred
share issuance costs | |
| 36,625 | | |
| - | |
Prepaid
filing fees | |
| 1,417 | | |
| 1,462 | |
Prepaid
consulting fees | |
| 2,625 | | |
| 3,000 | |
Total | |
$ | 541,034 | | |
$ | 4,829 | |
NOTE
9 – INCOME TAXES
A
reconciliation of the expected income tax expense to the actual income tax expense is as follows:
SCHEDULE OF RECONCILIATION OF EXPECTED INCOME TAX EXPENSE
| |
2023 | | |
2022 | |
Statutory
tax rate | |
| 21 | % | |
| 21 | % |
Expected
income tax recovery at statutory rate | |
| (557,539 | ) | |
| (326,771 | ) |
Non-deductible
expenditures | |
| 8,900 | | |
| 299,253 | |
Change
in valuation allowance | |
| 548,639 | | |
| 27,518 | |
Total
income tax expense | |
$ | - | | |
$ | - | |
The
Company has the following deductible temporary differences:
SCHEDULE OF DEFERRED TAX ASSETS
| |
2023 | | |
2022 | |
Deferred
income tax assets | |
| | | |
| | |
Non-capital
loss carry-forward | |
$ | 313,022 | | |
$ | 197,276 | |
Equity
security | |
| 8,917 | | |
| - | |
Stock-based
compensation | |
| 411,746 | | |
| - | |
Total
deferred income tax assets | |
| 733,685 | | |
| 197,276 | |
Deferred
income tax liabilities | |
| | | |
| | |
Equity
security | |
| - | | |
| (12,230 | ) |
Less:
Valuation allowance | |
| (733,685 | ) | |
| (185,046 | ) |
Net
deferred income tax assets | |
$ | - | | |
$ | - | |
At
December 31, 2023, the Company had federal and state net operating loss carry forwards of approximately $1.5 million, $90,000 of which
expire by 2037. The remaining balance of approximately $1.4 million will never expire but its utilization is limited to 80% of taxable
income in any future year.
The
Company has evaluated all tax positions for open years and has concluded that they have no material unrecognized tax benefits or penalties.
It is not anticipated that unrecognized tax benefits would significantly increase or decrease within 12 months of the reporting date.
The Company recognizes interest and penalties related to unrecognized tax benefits in interest expense and penalties within operating
expenses. The Company’s federal income tax returns for fiscal years 2020 through 2023 remain open and subject to examination. Tax
attributes from prior years can be adjusted during an IRS audit.
Item
9. Controls and Procedures
(a)
Evaluation of Disclosure Controls and Procedures.
Disclosure
controls and procedures are designed with an objective of ensuring that information required to be disclosed in our periodic reports
filed with the Securities and Exchange Commission, such as this Annual Report on Form 10-K, is recorded, processed, summarized and
reported within the time periods specified by the Securities and Exchange Commission. Disclosure controls are also designed with an
objective of ensuring that such information is accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, in order to allow timely consideration regarding required disclosures.
The
evaluation of our disclosure controls by our principal executive officers included a review of the controls’ objectives and
design, the operation of the controls, and the effect of the controls on the information presented in this Annual Report. Our
management, including our Chief Executive Officer and Chief Financial Officer, does not expect that disclosure controls can or will prevent or detect all
errors and all fraud, if any. A control system, no matter how well designed and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Also, projections of any evaluation of the disclosure controls and
procedures to future periods are subject to the risk that the disclosure controls and procedures may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As
of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures,
as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report.
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures
as of December 31, 2023, were not effective in providing timely material information which is required to be included in our periodic
reports filed with the SEC as of the end of the period covering this report and to ensure that information required to be disclosed by
us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commission’s rules and forms.
(b)
Management’s Annual Report on Internal Control over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company in accordance
with Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable
assurance regarding the (i) effectiveness and efficiency of operations, (ii) reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles, and (iii) compliance with applicable
laws and regulations. Our internal controls framework is based on the criteria set forth in the Internal Control - Integrated Framework
published in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO).
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, 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.
Based
on an assessment of the Company’s internal control procedures over financial reporting at December 31, 2023, management has concluded
that the internal control over financial reporting is not effective. We have identified current material weaknesses considering the nature
and extent of our current operations and any risks or errors in financial reporting under current operations. In the view of management,
the Company does not have adequate segregation of duties in the handling of its financial reporting due to a limited number of personnel.
(c)
Changes in Internal Controls
There
were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2023, that had materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item
9B. Other Information
None.
PART
III
Item
10. Directors, Executive Officers and Corporate Governance
Our
directors serve until his or her successor is elected and qualified. Our directors elect our officers to a term of one (1) year and they
serve until their successors are duly elected and qualified, or until they are removed from office. The board of directors has no nominating
or compensation committees.
The
name, age, and position of our present officer and directors are set forth below:
Name |
|
Age |
|
Title(s)
|
|
|
|
|
|
Alan
Day |
|
59 |
|
President,
Chief Executive Officer, Principal Executive Officer, Director |
Jeffrey
Cocks |
|
61 |
|
Chairman,
Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and Secretary |
Ryan
McMillan |
|
39 |
|
Vice
President of Operations |
Robert
F. List |
|
87 |
|
Director |
John
Schaff |
|
60 |
|
Director |
Smith
Miller |
|
63 |
|
Director |
Jeffrey
Cocks has held his offices/positions since February 28, 2014, and we expect him to hold his offices/positions at least until the next
annual meeting of our shareholders.
Alan
Day and Robert F. List were appointed to the board of directors on November 17, 2021. Effective
May 4, 2023, Alan Day was appointed to serve as President and Chief Executive Officer of the Company. We expect Mr. Day and Mr.
List to hold their offices/positions at least until the next annual meeting of our shareholders.
Ryan
McMillan was appointed Vice President of Operations on
March 1, 2023, and we expect him to hold his office/position at least until the next annual meeting of our shareholders.
John
Schaff and Smith Miller were appointed to the board of directors on January 18, 2024. We expect Mr. Schaff and Mr. Miller to hold their
offices/positions at least until the next annual meeting of our shareholders.
Mr.
Alan Day, President, Chief Executive Officer, Director
Mr.
Day was appointed to our board of directors on November 17, 2021, and as our President and CEO on May 4, 2023. Mr. Day has an extensive
financial, operational and administrative background with over 30 years’ experience of exploration and mining experience with a
focus on precious metals, copper and nickel. He has held senior project management roles in exploration, mining as well as environmental
remediation programs. Mr. Day’s company, Mineral Exploration Services, Ltd. was formed in 1998 to serve the mining industry in
property acquisitions and divestures, claim locating, complete exploration services, including geological consulting and project management.
Mr. Day received a B.S. in Geology and a B.A. in Spanish, from the University of Utah in 1990.
Mr.
Jeffrey Cocks, Chief Financial Officer, Secretary, Director, and Chairman
Jeffrey
Cocks is our Chief Financial Officer, Chairman, and Secretary and has served in that capacity since February 28, 2014. From August
1996 to the present, Mr. Cocks has served as the Chairman and Chief Executive Officer of West Isle Ventures, Ltd., a Canadian
company that provides consulting services to start-ups and other companies. Mr. Cocks also serves on the board of directors and
audit committee of Carson River Ventures Corp. which is traded on the Canadian Securities Exchange. Mr. Cocks has over 25 years of
experience in consulting, sales, marketing, product development and branding as well as corporate compliance in the executive
offices including overseeing his company’s accounting, compliance and finance departments and as a director of several public
companies in both the United States and Canada. Mr. Cocks holds a certificate from Simon Frasier University in its securities
program.
Mr.
Robert (Bob) F. List, Director
Mr.
List was appointed to our board of directors on November
17, 2021. Mr. List brings a wealth of Nevada knowledge, experience, contacts, and long-standing
relationships to the Company. He served as the Governor of Nevada from 1979-1983. Prior to being elected Governor, he served as district
attorney of Carson City and 8 years as Attorney General of Nevada. He was Chairman of both the Western Governors Association and the
Conference of Western Attorney Generals. Mr. List has been appointed to numerous boards and commissions in the administrations of Presidents
Nixon, Ford, Reagan, and George H.W. Bush, including the National Public Lands Advisory Council. He has served as a director for several
private and public companies. Mr. List currently is Of Counsel to the Las Vegas law firm Jolley Urga Woodbury and Holthus, specializing
in natural resources, finance, gaming, regulatory and administrative law. He is a member of the Bar Associations of Nevada and the District
of Columbia. Mr. List received his B.S. from Utah State University and his LL.B and J.D. law degrees from the University of California
and Hastings College of Law.
Mr.
Ryan McMillan, Vice President of Operations
Mr.
McMillan was appointed our Vice President of Operations
on March 1, 2023. Since August 2012, Mr. McMillan has served as a private consultant engaged in business structuring, advising on multi-national
corporate mergers, acquisitions, corporate finance and restructuring (debt workouts, debt-equity swaps and capital restructuring), recapitalization
(arranging new debt and equity financing) and creating exit strategies—primarily utilizing traditional IPO’s and Alternative
Public Offerings. Prior thereto from September 2011 to July 2012, Mr. McMillan worked as Director of Business Development for a private
company based in Los Angeles, CA where he was responsible for financial model design, attracting new customers in both new and existing
market places, and M&A transactions. In 2007, Mr. McMillan joined a San Diego-based private equity firm engaged in $1 to 3 million
seed financing for non-industry specific startups, as an Associate in the company’s Capital Market’s Division. Mr. McMillan’s
primary duties involved identifying and interacting with the emerging companies that partnered with the firm, investor relations, which
included raising new forms of private capital and developing advisory leads. Mr. McMillan attended University of Arizona where he studied
Regional Development with an emphasis in Business.
Mr.
Schaff, Director
Mr.
Schaff was appointed to our board of directors on
January 18, 2024. Mr. Schaff has worked for over 30 years in the exploration industry for both
junior and senior mining companies. Mr. Schaff 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. Mr. Schaff received his Bachelor of Science (Geology) from Bemidji State
University, Bemidji, Minnesota in 1987.
Mr.
Miller, Director
Mr.
Miller was appointed to our board of directors on January 18, 2024. 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, 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.
Possible
Potential Conflicts
Our
common stock is quoted on the OTC Link alternative trading system on the OTC Pink marketplace, which does not have director independence
requirements.
No
member of management will be required by us to work on a full-time basis. Accordingly, certain conflicts of interest may arise between
us and our officer and directors in that they may have other business interests in the future to which they devote their attention, and
they may be expected to continue to do so although management time must also be devoted to our business. As a result, conflicts of interest
may arise that can be resolved only through the exercise of such judgment as is consistent with each officer’s and director’s
understanding of his fiduciary duties to us. In the course of other business activities, they may become aware of business opportunities
that may be appropriate for presentation to us, as well as the other entities with which they are affiliated. As such, there may be conflicts
of interest in determining to which entity a particular business opportunity should be presented. In an effort to reduce or minimize
any conflicts, our directors and officers have orally agreed that any opportunities that are presented to them in the United States will
be directed to the Company and that any opportunities presented to them in Canada will be available for their other business interests.
We
cannot provide assurances that our efforts to eliminate the potential impact of conflicts of interest will be effective.
Currently,
we have five directors and an officer and will seek to add additional officer(s) and/or director(s) as and when the proper personnel
is located, and terms of employment are mutually negotiated and agreed, and we have sufficient capital resources and cash flow to make
such offers.
We
cannot provide assurances that our efforts to eliminate the potential impact of conflicts of interest will be effective.
Code
of Business Conduct and Ethics
On
February 28, 2014, we adopted a Code of Ethics and Business Conduct which is applicable to our future employees and which also includes
a Code of Ethics for our chief executive officer and principal financial officer and any persons performing similar functions. A code
of ethics is a written standard designed to deter wrongdoing and to promote:
|
● |
honest
and ethical conduct; |
|
● |
full,
fair, accurate, timely and understandable disclosure in regulatory filings and public statements; |
|
● |
compliance
with applicable laws, rules and regulations; |
|
● |
the
prompt reporting violation of the code; and |
|
● |
accountability
for adherence to the code. |
A
copy of our Code of Business Conduct and Ethics has been filed with the Securities and Exchange Commission as Exhibit 14.1 to our registration
statement.
Board
of Directors
Our
directors hold office until the completion of their term of office, which is not longer than one year, or until a successor(s) have been
elected. We reimburse our directors for their services with shares of our Common Stock, we may also compensate them for their role as
officers, which compensation may be in the form of cash or equity.
Involvement
in Certain Legal Proceedings
During
the past ten years, no present director, executive officer or person nominated to become a director or an executive officer of us:
|
(1) |
had
a petition under the federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar
officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at
or within two years before the time of such filing, or any corporation or business association of which he was an executive officer
at or within two years before the time of such filing; |
|
(2) |
was
convicted in a criminal proceeding or subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); |
|
|
|
|
(3) |
was
subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from or otherwise limiting his involvement in any of the following activities: |
|
i. |
acting
as a futures commission merchant, introducing broker, commodity trading advisor commodity pool operator, floor broker, leverage transaction
merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing,
or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any
investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice
in connection with such activity; |
|
|
|
|
ii. |
engaging
in any type of business practice; or |
|
iii. |
engaging
in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal
or state securities laws or federal commodities laws; or |
|
(4) |
was
the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of a federal or state authority barring,
suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph
(3) (i), above, or to be associated with persons engaged in any such activity; or |
|
|
|
|
(5) |
was
found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading
Commission to have violated a federal or state securities or commodities law, and for which the judgment has not been reversed, suspended
or vacated. |
Committees
of the Board of Directors
Our
board of directors is planning to establish an audit committee and a compensation committee as soon as is practicable. We believe
that five directors is sufficient to have effective committee systems. The audit committee will review the results and scope of the
audit and other services provided by the independent auditors and review and evaluate the system of internal controls. The
compensation committee will manage any stock option plan we may establish and review and recommend compensation arrangements for the
officers. No final determination has yet been made as to the memberships of these committees. See “Executive Compensation” hereinafter.
We
will reimburse all directors for any expenses incurred in attending directors’ meetings provided that we have the resources to
pay these fees. We will consider applying for officers and directors’ liability insurance at such time when we have the resources
to do so.
Compliance
with Section 16(a) of the Exchange Act
Section
16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our equity
securities (collectively, the “Reporting Persons”), to file reports of ownership and changes in ownership with the SEC. Under
the SEC regulations, Reporting Persons are required to provide us with copies of all forms that they file pursuant to Section 16(a).
To our knowledge, based solely upon review of the copies of such reports received or written representations from the reporting persons,
we believe that during the period covered by this Annual Report, our directors, executive officers and persons who own more than 10%
of our common stock complied with all Section 16(a) filing requirements.
Item
11. Executive Compensation
The
following table shows, for the years ended December 31, 2023, and 2022, compensation awarded to, paid to, or earned by, our Chief Executive
Officer, Chief Financial Officer (the “Named Executive Officer”) and directors.
SUMMARY
COMPENSATION TABLE
Name and principal position | |
Year | | |
Salary ($) | | |
Bonus ($) | | |
Stock Awards ($) | | |
Option Awards ($) | | |
Non-Equity Incentive Plan Compensation ($) | | |
Nonqualified Deferred Compensation Earnings ($) | | |
All Other Compensation ($) | | |
Total ($) | |
Jeffrey Cocks (1) CFO and | |
| 2023 | | |
| - | | |
| - | | |
| 330,039 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 330,039 | |
Director | |
| 2022 | | |
| - | | |
| - | | |
| 330,039 | | |
| - | | |
| - | | |
| - | | |
| 20,000 | | |
| 350,039 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Alan Day (1,2) | |
| 2023 | | |
| - | | |
| - | | |
| 493,824 | | |
| - | | |
| - | | |
| - | | |
| 91,000 | | |
| 584,824 | |
CEO, President and Director | |
| 2022 | | |
| - | | |
| - | | |
| 493,824 | | |
| - | | |
| - | | |
| - | | |
| 40,000 | | |
| 533,824 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Robert List (1,3) | |
| 2023 | | |
| - | | |
| - | | |
| 164,608 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 164,608 | |
Director | |
| 2022 | | |
| - | | |
| - | | |
| 164,608 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 164,608 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Ryan McMillan (1,4) | |
| 2023 | | |
| - | | |
| - | | |
| 583,333 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 583,333 | |
VP of Operations | |
| 2022 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
|
(1) |
We
have no formal employment arrangements with Messrs. Cocks, Day, List, and McMillan at this time. Messrs. Cocks’, Day’s,
List’s, and McMillan’s compensation has not been fixed or based on any percentage calculations. |
|
|
|
|
(2) |
Mr.
Day was appointed to the Company’s board of directors on November 17, 2021, and President and CEO of the Company on May 4,
2023. Included in other compensation are $40,000 we paid Mr. Day as anniversary payments on the Agai-Pah and Belshazzar Properties
(2022 - $40,000), and $51,000 we paid Mineral Exploration Services, Ltd, an entity controlled by Mr. Day, for geological consulting
on the Agai-Pah, Belshazzar, and Swales Properties (2022 - $Nil). |
|
|
|
|
(3) |
Mr.
List was appointed to the Company’s board of directors on November 17, 2021. |
|
|
|
|
(4) |
Mr.
McMillan was appointed the Company’s VP of Operations on March 1, 2023. |
Grants
of Plan-Based Awards
We
currently do not have any equity compensation plans.
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 $2,965,413 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 December 31, 2023, 4,003,334 shares have vested
and 2,001,666 shares remained unvested.
On
February 24, 2023, the Company entered into a consulting agreement with the Company’s newly appointed Vice President of Operations
(the “VP Agreement”). The Company agreed to issue 2,000,000 shares of its common stock for the services. The shares vest
ratably over a two-year period, beginning March 1, 2023, and vested shares are distributed quarterly. The fair value of the shares was
$1,400,000 or $0.70 per share based on the trading price of the Company’s common stock on the date the service period began. As
of December 31, 2023, the Company had distributed a total of 833,333 shares under the VP Agreement.
Outstanding
Equity Awards at Fiscal Year-End
None.
We do not have any equity award compensation plans.
Director
Compensation
Other
than the compensation set out in the table above, we have not paid any compensation to our directors.
Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The
following table sets forth, as of the date of this Annual Report on Form 10-K, the total number of shares owned beneficially by our officer
and directors, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The shareholders listed
below have direct ownership of their shares and possess sole voting and dispositive power with respect to the shares. As of March 11,
2024, we had 25,322,001 shares of common stock outstanding of which 7,833,333 was held by three shareholders.
There
are no pending or anticipated arrangements that may cause a change in control.
Title
of Class | |
Name
of Beneficial Owner | |
Amount
of Beneficial Ownership | |
Nature
of Beneficial Ownership | |
Percent
of Class |
Security
Ownership of Management | |
| |
| |
|
Common
Stock | |
Jeffrey
Cocks | |
| 3,000,000 | | |
Direct
and beneficial (1) | |
| 11.8 | % |
Common
Stock | |
Robert
F. List | |
| 1,000,000 | | |
Beneficial
(2) | |
| 3.9 | % |
Common
Stock | |
Alan
Day | |
| 3,000,000 | | |
Direct
(3) | |
| 11.8 | % |
Common
Stock | |
Ryan
McMillan | |
| 833,333 | | |
Beneficial
(4) | |
| 3.3 | % |
All
Officers and Directors as a Group | |
| |
| 7,083,333 | | |
| |
| 30.9 | % |
Security
Ownership of Certain Beneficial Owners (more than 5%) | | |
Common
Stock | |
Jeffrey
Cocks | |
| 3,000,000 | | |
Direct
and beneficial (1) | |
| 11.8 | % |
Common
Stock | |
Alan
Day | |
| 3,000,000 | | |
Direct
(3) | |
| 11.8 | % |
|
(1) |
2,005,000
shares listed as beneficially owned by Jeffrey Cocks were issued in the name of 071663 BC Ltd., a company managed by Mr. Cocks. In
addition to the regular restrictive legend, these shares are subject to the terms and conditions included in a 3-year lock-up and
vesting agreement effective December 30, 2021, which contemplates that the shares will vest in equal annual installments
over
a 3-year term, during which term the shareholder will not sell, directly or indirectly, or enter into any other transactions involving
these shares. |
|
|
|
|
(2) |
The
Shares were issued in the name of List Family Trust Dated May 26, 2004, managed by Mr. List. In addition to the regular restrictive
legend, these shares are subject to the terms and conditions included in a 3-year lock-up and vesting agreement effective December
30, 2021, which contemplates that the shares will vest
in equal annual installments over a 3-year term, during which term the shareholder will not sell, directly or indirectly, or enter
into any other transactions involving these shares.
|
|
|
|
|
(3) |
In
addition to the regular restrictive legend, the shares held by Mr. Day are subject to the terms and conditions included in a 3-year
lock-up and vesting agreement effective December 30, 2021, which contemplates that the shares will vest in equal annual installments
over a 3-year term, during which term the shareholder will not sell, directly or indirectly, or enter into any other transactions
involving these shares. |
|
|
|
|
(4) |
The
Shares were issued in the name of McMillian Co., an entity controlled by Mr. McMillan. |
Item
13. Certain Relationships and Related Transactions, and Director Independence
Our
promoters are Mr. Cocks, our chairman, Chief Financial Officer and secretary, Mr. Day, our Chief Executive Officer, and President,
and Mr. McMillan, our VP of Operations.
Our
office and mailing address is 5655 Riggins Court, Suite 15, Reno, NV 89502.
Our
officers and directors are required to commit time to our affairs and, accordingly, may have conflicts of interest in allocating management
time among various business activities. In the course of other business activities, they may become aware of business opportunities that
may be appropriate for presentation to us, as well as the other entities with which they are affiliated. As such, there may be conflicts
of interest in determining to which entity a particular business opportunity should be presented.
In
an effort to resolve such potential conflicts of interest, our officers and directors have orally agreed that any opportunities in the
United States, that they are aware of independently or directly through their association with us (as opposed to disclosure to them of
such business opportunities by management or consultants associated with other entities) would be presented by them solely to us.
On
December 30, 2021, the Company issued 2,005,000 shares of the common stock to a private company of which Mr. Jeffrey Cocks is sole director
of, 1,000,000 shares of the common stock to List Family Trust Dated May 26, 2004, which is managed by Mr. List, and 3,000,000 shares
of the Common stock to Mr. Alan Day. These shares were issued at par value for a total cash consideration of $601.
On
March 18, 2022, the Company and Messrs. Cocks, Day and List, entered into 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 directors
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.
On
May 19, 2021, we entered into an exploration lease with an option to purchase 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. Mr. Alan
Day, the Company’s CEO, President, and director, is a managing member of MSM. During the years ended December 31, 2023 and 2022,
the Company made $20,000 anniversary payments for each year for the Agai-Pah Property.
On
June 4, 2021, we entered into an exploration lease with option to purchase agreement with Belshazzar Holdings, L.L.C., (“Belshazzar”)
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. Mr. Alan Day, the Company’s director, is a managing member of Belshazzar. During the years ended
December 31, 2023 and 2022, the Company made $20,000 anniversary payments for each year for the Belshazzar Property.
On
January 27, 2022, our wholly owned subsidiary, 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. Mr. Alan Day, the Company’s CEO, President, and director, is also a director and CEO
of Smooth Rock. The Company made a one-time cash payment of $350,000, on February 7, 2022.
During
the year ended December 31, 2022, the Company paid $20,000 in consulting fees to West Isle Ventures, a company wholly owned by Mr. Jeff
Cocks, the Company’s director, CFO, and former CEO.
During
the year ended December 31, 2023, the Company paid $51,000 in mineral exploration consulting fees to Mineral Exploration Services, Ltd,
a company wholly owned by Mr. Alan Day, the Company’s CEO, President, and director.
Aside
from the transactions noted above and in Item 11 of this Annual Report on Form 10-K, we had no other related party transactions, or any
other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.
With
regard to any future related party transaction, we plan to fully disclose any and all related party transactions, including, but not
limited to, the following:
|
● |
disclose
such transactions in prospectuses, where required; |
|
● |
disclose
in any and all filings with the Securities and Exchange Commission, where required; |
|
● |
obtain
disinterested directors’ consent, where required; and |
|
● |
obtain
shareholder consent, where required. |
Item
14. Principal Accountant Fees and Services
During
the last two fiscal years, the Company’s independent auditors have billed for their services as set forth below:
| |
December
31, 2023 | | |
December
31, 2022 | |
| |
| | |
| |
Audit
fees | |
$ | 33,750 | | |
$ | 35,000 | |
Audit-related
fees | |
$ | 1,000 | | |
$ | 1,000 | |
Tax
fees | |
$ | 2,400 | | |
$ | 1,800 | |
All
other fees | |
$ | - | | |
$ | - | |
Pre-Approval
Policy
Our
directors pre-approve all services provided by our auditors. Prior to the engagement of our auditor, for any non-audit or non-audit related
services, our directors must conclude that such services are compatible with the independence of our auditors.
PART
IV
Item
15. Exhibits, Financial Statement Schedules
EXHIBITS
The
following exhibits are filed as part of this Annual Report on Form 10-K, pursuant to Item 601 of Regulation S-K.
Exhibit
Number |
|
Description
of Exhibits |
3.1 |
|
Articles
of Incorporation (6) |
3.1.1 |
|
Certificate
of Correction to Articles of Incorporation (6) |
3.1.2 |
|
Certificate
of Amendment to Articles of Incorporation (5) |
3.2 |
|
Amended
and Restated Bylaws* |
14.1 |
|
Code
of Ethics (6) |
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 (7) |
10.06 |
|
Exploration
Lease with Option to Purchase Agreement, dated May 19, 2021 (8) |
10.07 |
|
Exploration
Lease with Option to Purchase Agreement, dated June 4, 2021 (9) |
10.08 |
|
Convertible
Note Agreement (10) |
10.09 |
|
Subscription
Agreement (10) |
10.10 |
|
Royalty
Option to Purchase Agreement, dated December 17, 2021 (11) |
10.11 |
|
Exploration
Lease with Option to Purchase Agreement, dated December 27, 2021 (12) |
10.12 |
|
Share
Cancellations and Releases tendered by Mr. Michael Levine and BCIM management, LLC (Ron Tattum) dated December 30, 2021 (13) |
10.13 |
|
Form
of a lock-up agreement between the Company and certain Subscribers dated December 30, 2021 (13) |
10.14 |
|
Royalty
Purchase Agreement, dated January 27, 2022(14) |
10.15 |
|
Form
of a vesting and lock-up agreement between the Company and certain Subscribers with an effective date of December 30, 2021 (15) |
10.16 |
|
Consulting
Agreement, dated February 24, 2023, by and between Nevada Canyon Gold Corp. and Ryan McMillan (16) |
10.17 |
|
Consulting
Agreement, dated February 24, 2023, by and between Nevada Canyon Gold Corp. and RNR Enterprises (16) |
10.18 |
|
Consulting
Agreement, dated February 24, 2023, by and between Nevada Canyon Gold Corp. and Little Hill Holdings LLC (16) |
10.19 |
|
Consulting
services agreement, dated April 5, 2023, by and between Nevada Canyon Gold Corp. and Warm Springs Consulting LLC(17) |
10.20 |
|
Consulting
services agreement, dated August 16, 2023, by and between Nevada Canyon Gold Corp. and i2i
Marketing Group, LLC.(18) |
21.1 |
|
List
of significant subsidiaries of Nevada Canyon Gold Corp. |
31.1 |
|
Certification
of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934* |
32.1 |
|
Certification
of the Chief Executive Officer and 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 10-K filed by the Company on March 15, 2016. |
|
(6) |
Incorporated
by reference herein from the Form S-1 filed by the Company on May 19, 2014. |
|
(7) |
Incorporated
by reference herein from the Form 8-K filed by the Company on July 12, 2018. |
|
(8) |
Incorporated
by reference herein from the Form 8-K filed by the Company on May 19, 2021. |
|
(9) |
Incorporated
by reference herein from the Form 8-K filed by the Company on June 7, 2021. |
|
(10) |
Incorporated
by reference herein from the Form 8-K filed by the Company on September 13, 2021. |
|
(11) |
Incorporated
by reference herein from the Form 8-K filed by the Company on December 21, 2021. |
|
(12) |
Incorporated
by reference herein from the Form 8-K filed by the Company on December 28, 2021. |
|
(13) |
Incorporated
by reference herein from the Form 8-K filed by the Company on December 30, 2021. |
|
(14) |
Incorporated
by reference herein from the Form 8-K filed by the Company on February 1, 2022. |
|
(15) |
Incorporated
by reference herein from the Form 8-K/A filed by the Company on March 25, 2022. |
|
(16) |
Incorporated
by reference herein from the Form 8-K filed by the Company on February 27, 2023. |
|
(17) |
Incorporated by reference herein from the Form 10-Q filed by the Company
on August 11, 2023. |
|
(18) |
Incorporated
by reference herein from the Form 10-Q filed by the Company on November 13, 2023. |
|
* |
Filed
herewith. |
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) 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. |
|
|
March
11, 2024 |
/s/
Alan Day |
|
Alan
Day |
|
President,
Chief Executive Officer and |
|
(Principal
Executive Officer) |
|
|
March
11, 2024 |
/s/
Jeffrey A. Cocks |
|
Jeffrey
A. Cocks
|
|
Chairman
and Chief Financial Officer |
|
(Principal
Accounting Officer) |
In
accordance with the Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
March
11, 2024 |
/s/
Alan Day |
|
Alan
Day
President,
Chief Executive Officer, (Principal Executive Officer), and Director |
|
|
March
11, 2024 |
/s/
Jeffrey A. Cocks |
|
Jeffrey
A. Cocks
Chairman,
Chief Financial Officer
(Principal
Accounting Officer) and Director |
|
|
March
11, 2024 |
/s/
Robert F. List |
|
Robert
F. List
Director |
|
|
March
11, 2024 |
/s/
John Schaff |
|
John
Schaff
Director |
|
|
March
11, 2024 |
/s/
Smith Miller |
|
Smith
Miller
Director |
Exhibit
3.2
Nevada
Canyon Gold Corp.
(formerly known as Tech Foundry Ventures, Inc.).
Amended
and
Restated Bylaws
January
17, 2024
Table
of Contents - Amended and Restated Bylaws
ARTICLES
ONE |
1 |
Offices |
1 |
ARTICLE
TWO |
1 |
Meetings
of Stockholders |
1 |
ARTICLE
THREE |
3 |
Directors |
3 |
ARTICLE
FOUR |
4 |
Meetings
of Board of Directors |
4 |
ARTICLE
FIVE |
5 |
Committees
of Directors |
5 |
ARTICLE
SIX |
6 |
Compensation
of Directors |
6 |
ART1CLE
SEVEN |
6 |
Notices |
6 |
ARTICLE
EIGHT |
7 |
Officers |
7 |
ARTICLE
NINE |
9 |
Certificates
of Stock |
9 |
ARTICLE
TEN |
10 |
General
Provisions |
10 |
ARTICLE
ELEVEN |
11 |
Indemnification |
11 |
ARTICLE
TWELVE |
11 |
Amendments |
11 |
AMENDED
AND RESTATED
BY-LAWS
OF
NEVADA
CANYON GOLD CORP.
(FORMERLY KNOWN AS TECH
FOUNDRY VENTURES, INC.).
A
Nevada Corporation
ARTICLE
ONE
Offices
Section
1.1. Registered Offices - The registered office of this corporation shall be in the County of Clark, State of Nevada.
Section
1.2. Other Offices - The Corporation may also have offices at such other places both within and without the State of Nevada as
the Board of Directors may from time to time determine or the business of the corporation may require.
ARTICLE
TWO
Meetings
of Stockholders
Section
2.1. Place - All annual meetings of the stockholders shall be held at the registered office of the corporation or at such other
place within or without the State of Nevada as the directors shall determine. Special meetings of the stockholders may be held at such
time and place within or without the State of Nevada as shall be stated in the notice of the meeting, or in a duly executed waiver of
notice thereof
Section
2.2. Annual Meetings - Annual meetings of the stockholders, commencing with the year 2024, shall be held on May 1st of each year
or any other time that the Board may determine, if not a legal holiday and, if a legal holiday, then on the next secular day following,
or at such other time as may be set by the Board of Directors from time to time, at which the stockholders shall elect by vote a Board
of Directors and transact such other business as may properly be brought before the meeting.
Section
2.3. Special Meeting - Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute
or by the Articles of Incorporation, may be called by the Chairman of the Board, the Chief Executive Officer, the President, the Secretary
or the Assistant Secretary by resolution of the Board of Directors or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose
of the proposed meeting.
Section
2.4. Notice of Meetings - Notices of meetings shall be in writing and signed by the Chief Executive Officer, the President or
a Vice-President or the Secretary or an Assistant Secretary or by such other person or persons, as the directors shall designate. Such
notice shall state the purpose or purposes for which the meeting is called and the time and the place, which may he within or without
this State, where it is to be held. A copy of such notice shall be either delivered personally to or shall be mailed, postage prepaid
to each stockholder of record entitled to vote at such meeting not less than ten nor more than sixty days before such meeting. If mailed,
it shall be directed to a stockholder at his address as it appears upon the records of the corporation and upon such mailing of any such
notice, the service thereof shall be complete and the time of the notice shall being to run from the date upon which such notice is deposited
in the mail for transmission to such stockholders. Personal delivery of any such notice to any officer of a corporation or association
or to any member of a partnership shall constitute delivery of such notice to such corporation, association or partnership. In the event
of the transfer of stock after delivery of such notice of and prior to the holding of the meeting it shall not be necessary to deliver
or mail notice of the meeting to the transferee.
Section
2.5. Purpose of Meeting - Business transacted at any special meeting of stockholders shall be limited to the purposes stated in
the notice.
Section
2.6. Quorum - The holders of a majority of the stock issued and outstanding and entitled to voice thereat, present in person or
represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business except as otherwise
provided by statute or by the Articles of Incorporation. If, however, such quorum shall not be present or represented at any meeting
of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn
the meeting from time to time, without notice other than announcement at the meeting, until quorum shall be present or represented. At
such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted
at the meeting as originally notified.
Section
2.7. Voting - When a quorum is present or represented at any meeting, the vote of the holders of a majority of the stock having
voting power present in person or represented by proxy shall be sufficient to elect directors or to decide any questions brought before
such meeting, unless the question is one upon which by express provision of the statutes or of the Articles of Incorporation, a different
vote is required in which case such express provision shall govern and control the decision of such question.
Section
2.8. Share Voting - Each stockholder of record of the corporation shall be entitled at each meeting of stockholders to one vote
for each share of stock standing in his name on the books of the corporation. Upon the demand of any stockholder, the vote for directors
and the vote upon any question before the meeting shall be by ballot.
Section
2.9. Proxy - At any meeting of the stockholders, any stockholder may be represented and vote by a proxy or proxies appointed by
an instrument in writing. In the event that any such instrument in writing shall designate two or more persons to act as proxies, a majority
of such person present at the meeting, or, if only one, shall be present, then that one shall have and may exercise all of the powers
conferred by such written instrument upon all of the persons so designated unless the instrument shall otherwise provide. No proxy or
power of attorney to vote shall be used to vote at a meeting of the stockholders unless it shall have been filed with the secretary of
the meeting when required by the inspectors of election. All questions regarding the qualification of voters, the validity of proxies
and the acceptance or rejection of votes, shall be decided by the inspectors of election who shall be appointed by the Board of Directors,
or if not so appointed, then by the presiding officer of the meeting.
Section
2.10. Written Consent in Lieu of Meeting - Any action which may be taken by the vote of the stockholders at a meeting may be taken
without a meeting if authorized by the written consent of stockholders holding at least a majority of the voting power, unless the provisions
of the statutes or of the Articles of Incorporation require a greater proportion of voting power to authorize such action in which case
such greater proportion of written consent shall be required.
ARTICLE
THREE
Directors
Section
3.1. Powers - Subject to the provisions of the laws of the state of Nevada, and subject to any limitation in the Articles of Incorporation
and the Bylaws relating to action required to be approved by the Shareholders or by the outstanding shares, the business and affairs
of this corporation shall be managed by and all corporate powers shall be exercised by or under the direction of the Board of Directors.
Section
3.2. Number of Directors - The number of directors, which shall constitute the whole board, shall be five (5). The number of directors
may from time to time be increased or decreased to not less than one nor more than fifteen by action of the Board of Directors. The directors
shall be elected at the annual meeting of the stockholders and except as provided in Section 2 of this Article, each director elected
shall hold office until his or her successor is elected and qualified. Directors need not be stockholders
Section
3.3. Vacancies - Vacancies in the Board of Directors including those caused by an increase in the number of directors, may be
filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected
shall hold office until his successor is elected at an annual or a special meeting of the stockholders. The holders of two-thirds of
the outstanding shares of stock entitled to vote may at any time peremptorily terminate the term of office of all or any of the directors
by vote at a meeting called for such purpose or by a written statement filed with the secretary or, in his absence, with any other officer.
Such removal shall be effective immediately, even if successors are not elected simultaneously and the vacancies on the Board of Directors
resulting therefrom shall be filled only by the stockholders.
A
vacancy or vacancies in the Board of Directors shall be deemed to exist in case of the death, resignation or removal of any directors,
or if the authorized number of directors be increased, or if the stockholders fail at any annual or special meeting of stockholders at
which any director or directors are elected to elect the full authorized number of directors to be voted for at that meeting.
The
stockholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors. If the Board
of Directors accepts the resignation of a director tendered to take effect at a future time, the Board or the stockholders shall have
power to elect a successor to take office when the resignation is to become effective.
No
reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of his term of
office.
ARTICLE
FOUR
Meetings
of Board of Directors
Section
4.1. Place - Regular meetings of the Board of Directors shall be held at any place within or without the State, which has been
designated from time to time by resolution of the Board or by written consent of all members of the Board. In the absence of such designation
regular meetings shall be held at the registered office of the corporation. Special meetings of the Board may be held either at a place
so designated or at the registered office.
Section
4.2. First Meeting - The first meeting of each newly elected Board of Directors shall be held immediately following the adjournment
of the meeting of stockholders and at the place thereof. No notice of such meeting shall be necessary to the directors in order legally
to constitute the meeting, provided a quorum is present. In the event such meeting is not so held, the meeting may be held at such time
and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors.
Section
4.3. Regular Meetings - Regular meetings of the Board of Directors may be held without call or notice at such time and at such
place as shall from time to time be fixed and determined by the Board of Directors.
Section
4.4. Special Meetings - Special Meetings of the Board of Directors may be called by the Chairman, the Chief Executive Officer,
the President or by any Vice-President or Secretary or Assistant Secretary or by any one director.
Written
notice of the time and place of special meetings shall be delivered personally to each director, or sent to each director by mail or
by other form of written communication, charges prepaid, addressed to him at his address as it is shown upon the records or is not
readily ascertainable, at the place in which the meetings of the directors are regularly held. In case such notice is mailed or
telegraphed, it shall be deposited in the United States mail or delivered to the telegraph company at lease forty-eight (48) hours
prior to the time of the holding of the meeting. In case such notice is delivered as above provided, it shall be so delivered at
least twenty four (24) hours prior to the time of
the holding of the meeting. Such mailing, telegraphing or delivery as above provided shall be due, legal and personal notice to such
director.
Section
4.5. Notice - Notice of the time and place of holding an adjourned meeting need not be given to the absent directors if the time
and place be fixed at the meeting adjourned.
Section
4.6. Waiver - The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be
valid as though had at a meeting duly held after regular call and notice. If a quorum be present, and if, either before or after the
meeting, each of the directors not present signs a written waiver of notice, or a consent to holding such meeting, or an approval of
the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes
of the meeting.
Section
4.7. Quorum - A majority of the authorized number of directors shall be necessary to constitute a quorum for the transaction of
business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the directors present at a meeting
duly held at which a quorum is present shall be regarded as the act of the Board of Directors, unless a greater number be required by
law or by the Articles of Incorporation. Any action of a majority, although not at a regularly called meeting, and the record thereof,
if assented to in writing by all of the other members of the Board shall be as valid and effective in all respects as if passed by the
Board in regular meeting.
Section
4.8. Adjournment - A quorum of the directors may adjourn any directors meeting to meet again at a stated day and hour; provided,
however, that in the absence of a quorum, a majority of the directors present at any directors meeting, either regular or special, may
adjourn from time to time until the time fixed for the next regular meeting of the Board.
ARTICLE
FIVE
Committees
of Directors
Section
5. Power to Designate - The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more
committees of the Board of Directors, each committee to consist of one or more of the directors of the corporation which, to the extent
provided in the resolution, shall have and may exercise the power of the Board of Directors in the management of the business and affairs
of the corporation and may have power to authorize the seal of the corporation to be affixed to all papers which may require it. Such
committee or committees shall have such name or names as may be determined from time to time by the Board of Directors. The members of
any such committee present at any meeting and not disqualified from voting may, whether or not they constitute a quorum, unanimously
appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. At meetings
of such committees, a majority of the members or alternate members shall constitute a quorum for the transaction of business, and the
act of a majority of the members or alternate members at any meeting at which there is a quorum shall be the act of the committee.
Section
5.2. Regular Minutes - The committees shall keep regular minutes of their proceedings and report the same to the Board of Directors.
Section
5.3. Written Consent - Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee
thereof may be taken without a meeting if a written consent thereto is signed by all members of the Board of Directors or of such committee,
as the case may be, and such written consent is filed with the minutes of proceedings of the Board or committee.
ARTICLE
SIX
Compensation
of Directors
Section
6.1. Compensation - The directors may be paid their expenses of attendance at each meeting of the Board of Directors and may be
paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude
any director from serving the corporation in any other capacity and receiving compensation therefore. Member of special or standing committees
may be allowed like reimbursement and compensation for attending committee meetings.
ARTICLE
SEVEN
Notices
Section
7.1. Notice - Notices to directors and stockholders shall be in writing and delivered personally or mailed to the directors or
stockholders at their addresses appearing on the books of the corporation. Notice by mail shall be deemed to be given at the time when
the same shall be mailed. Notice to directors may also be given by telegram.
Section
7.2. Consent - Whenever all parties entitled to vote at any meeting, whether of directors or stockholders, consent, either by
a writing on the records of the meeting or filed with the secretary or by presence at such meeting and oral consent entered on the minutes,
or by taking part in the deliberations at such meeting without objection, the doings of such meetings shall be as valid as if had at
a meeting regularly called and noticed, and at such meeting any business may be transacted which is not excepted from the written consent
or to the consideration of which no objection for want of notice is made at the time, and if any meeting be irregular for want of notice
or of such consent, provided a quorum was present at such meeting, the proceedings of said meeting may be ratified and approved and rendered
likewise valid and the irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meet;
and such consent or approval of stockholders may be by proxy or attorney, but all such proxies and powers of attorney must be in writing.
Section
7.3. Waiver of Notice - Whenever any notice whatever is required to be given under the provisions of the statutes, of the Articles
of Incorporation or of these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before
or after the time stated therein, shall be deemed equivalent thereto.
ARTICLE
EIGHT
Officers
Section
8.1. Appointment of Officers - The officers of the corporation shall be chosen by the Board of Directors and shall be a Chairman,
a Chief Executive Officer, a President, a Secretary, and a Chief Financial Officer. Any person may hold two or more offices.
Section
8.2. Time of Appointment - The Board of Directors at its first meeting after each annual meeting of stockholders shall choose
a Chairman of the Board who shall be a director, and shall choose a Chief Executive Officer, a President, a Secretary and a Chief Financial
Officer, none of whom need be directors.
Section
8.3. Additional Officers - The Board of Directors may appoint a Vice- Chairman of the Board, Vice-Presidents and one or more Assistant
Secretaries and Assistant Chief Financial Officers and such other officers and agents as it shall deem necessary who shall hold their
offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of
Directors.
Section
8.4. Salaries - The Board of Directors shall fix the salaries and compensation of all officers of the corporation.
Section
8.5. Vacancies – The officers of the corporation shall hold office at the pleasure of the Board of Directors. Any officer
elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. Any vacancy occurring in any office
of the corporation by death, resignation, removal or otherwise shall be filed by the Board of Directors.
Section
8.6. Chairman of the Board - The Chairman of the Board shall preside at meetings of the stockholders and the Board of Directors,
and shall see that all orders and resolutions of the Board of Directors are carried into effect.
Section
8.7. Vice-Chairman – The Vice-Chairman shall, in the absence or disability of the Chairman of the Board of Directors, perform
the duties and exercise the powers of the Chairman of the Board and shall perform such other duties as the Board of Directors may from
time to time prescribe.
Section
8.8. President - The President shall act under the direction of the Chief Executive Officer and shall perform the duties and exercise
the powers of the President of the corporation and shall have active management of the business of the corporation. He/She shall execute
on behalf of the corporation all instruments requiring such execution except to the extent the signing and execution thereof shall be
expressly designated by the Board of Directors to some other officer or agent of the corporation.
Section
8.9. Vice-President - The Vice-President shall act under the direction of the President and in the absence or disability of the
President shall perform the duties and exercise the powers of the President. They shall perform such other duties and have such other
powers as the President or the Board of Directors may from time to time prescribe. The Board of Directors may designate one or more Executive
Vice-Presidents or may otherwise specify the order of seniority of the Vice-Presidents. The duties and powers of the President shall
descend to the Vice-Presidents in such specified order of seniority.
Section
8.10. Secretary - The Secretary shall act under the direction of the Chief Executive Officer. Subject to the direction of the
Chief Executive Officer he/she shall attend all meetings of the Board of Directors and all meetings of the stockholders and recoded the
proceedings. He/She shall perform like duties for the standing committees when required. He/she shall give, or cause to be given, notice
of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed
by the Chief Executive Officer or the Board of Directors.
Section
8.11. Assistant Secretary - The Assistant Secretary shall act under the direction of the Chief Executive Officer. In order of
their seniority, unless otherwise determined by the Chief Executive Officer or the Board of Directors, they shall, in the absence or
disability of the Secretary, perform the duties and exercise the powers of the Secretary. They shall perform such other duties and have
such other powers as the Chief Executive Officer, the President or the Board of Directors may from time to time prescribe.
Section
8.12. Chief Financial Officer - The Chief Financial Officer shall act under the direction of the Chief Executive Officer. Subject
to the direction of the Chief Executive Officer he shall have custody of the corporate funds and securities and shall keep full and accurate
accounts of receipts and disbursements in books belonging to the corporation and shall deposit all monies and other valuable effects
in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. He shall disburse
the funds of the corporation as may be ordered by the Chief Executive Officer or the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the Chief Executive Officer and the Board of Directors, at its regular meetings, or when the Board
of Directors so requires, an account of all his transactions as Chief Financial Officer and of the financial condition of the corporation.
Section
8.13. Surety - If required by the Board of Directors, he shall give the corporation a bond in such sum and with such surety or
sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration
to the corporation. In the case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and
other property of whatever kind in his possession or under his control belonging to the corporation.
Section
8.14. Assistant Chief Financial Officer - The Assistant Chief Financial Officer in the order of their seniority, unless otherwise
determined by the Chief Executive Officer or the Board of Directors, shall, in the absence or disability of the Chief Financial Officer,
perform the duties and exercise the powers of the Chief Financial Officer. They shall perform such other duties and have such other powers
as the Chief Executive Officer, the President or the Board of Directors may from time to time prescribe.
ARTICLE
NINE
Certificates
of Stock
Section
9.1. Share Certificates - Every stockholder shall be entitled to have a certificate signed by the Chief Executive Officer, the
President or a Vice-President and the Chief Financial Officer or an Assistant Chief Financial Officer, or the Secretary or an Assistant
Secretary of the corporation, certifying the number of shares owned by him in the corporation. If the corporation shall be authorized
to issue more than once class of stock or more than one series of any class, the designations, preferences and relative, participating,
optional or other special rights of the various classes of stock or series thereof and the qualifications, limitations or restrictions
of such rights, shall be set forth in full or summarized on the face or back of the certificate which the corporation shall issue to
represent such stock.
Section
9.2. Transfer Agents - If a certificate is signed (a) by a transfer agent other than the corporation or its employees or (b) by
a registrar other than the corporation or its employees, the signatures of the officers of the corporation may be facsimiles. In case
any officer who has signed or whose facsimile signature has been placed upon a certificate shall cease to be such officer before such
certificate is issued, such certificate may be issued with the same effect as though the person had not ceased to be such officer. The
seal of the corporation, or a facsimile thereof, may, but need not be, affixed to certificates of stock.
Section
9.3. Lost or Stolen Certificates - The Board of Directors may direct a new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed upon the making of an affidavit
or that fact by the person claiming the certificate or certificates, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost or destroyed certificate or certificates, or his legal representative,
to advertise the same in such manner as it shall require and/or give the corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the corporation with respect to the certificate alleged to have been lost or destroyed.
Section
9.4. Share Transfers - Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares
duly endorsed or accompanies by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation,
if it is satisfied that all provisions of the laws and regulations applicable to the corporation regarding transfer and ownership of
shares have been complied with, to issue a new certificate to the person entitled thereto, cancel the old certificate and record the
transaction upon its books.
Section
9.5. Voting Shareholder - The Board of Directors may fix in advance a date not exceeding sixty (60) days nor less than ten (10)
days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of
rights. Of the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining
the consent of stockholders for any purpose, as a record date for the determination of the stockholders entitled to notice of and to
vote at any such meeting, and any adjournment thereof, or entitled to receive payment of any such dividend, or to give such consent,
and in such case, such stockholders, and only such stockholders as shall be stockholder of record on the date so fixed, shall be entitled
to notice of and to vote at such meeting, or any adjournment thereof, or to receive payment of such dividend, or to receive such allotment
of rights or to exercise such rights or to give such consent as the case may be, notwithstanding any transfer of any stock on the books
of the corporation after any such record date fixed as aforesaid.
Section
9.6. Shareholders Record -The corporation shall be entitled to recognize the person registered on its books as the owner of shares
to be the exclusive owner for all purposes including voting and dividends and the corporation shall not be bound to recognize any equitable
or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other
notice thereof, except as otherwise provided by the laws of Nevada.
ARTICLE
TEN
General
Provisions
Section
10.1. Dividends - Dividends upon the capital stock of the corporation, subject to the provisions of the Articles of Incorporation,
if any, may be declared by the Board of Directors at any regular or special meeting pursuant to law. Dividends may be paid in cash, in
property or in shares of the capital stock, subject to the provisions of the Articles of Incorporation.
Section
10.2. Reserves - Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends
such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies
or for equalizing dividends or for repairing or maintaining any property of the corporation or for such other purpose as the directors
shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserves in the manner in
which it was created.
Section
10.3. Checks - All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such
other person or persons as the Board of Directors may from time to time designate.
Section
10.4. Fiscal Year - The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.
Section
10.5. Corporate Seal - The Corporation may or may not have a corporate seal, as may from time to time be determined by resolution
of the Board of Directors. If a corporate seal is adopted, it shall have inscribed thereon the name of the corporation and the words
“Corporate Seal” and “Nevada.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed
or in any manner reproduced.
ARTICLE
ELEVEN
Indemnification
Every
person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he or a person of whom he is the legal representative is or was
a, director or officer of the corporation or is or was serving at the request of the corporation or for its benefit as a director or
officer of another corporation, or as its representative a partnership, joint venture, trust or other enterprise, shall be indemnified
and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses,
liability and loss (including attorneys’ fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred
or suffered by him in connection therewith. The expenses of officers and directors incurred in defending a civil or criminal action,
suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or
proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined
by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. Such right of indemnification shall
be a contract right, which may be enforced in any manner desired by such person. Such right of indemnification shall not be exclusive
of any other right which such directors, officers or representatives may have or hereafter acquire and, without limiting the generality
of such statement, they shall be entitled to their respective rights of indemnification under any bylaws, agreement, vote of stockholders,
provision of law or otherwise, as well as their rights under this Article.
The
Board of Directors may cause the corporation to purchase and maintain insurance on behalf of any person who is or was a director or officer
of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, or as its
representative in a partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred
in any such capacity or arising out of such status, whether or not the corporation would have the power to indemnify such person.
The
Board of Directors may from time to time adopt further Bylaws with respect to indemnification and may amend these and such Bylaws to
provide at all times the fullest indemnification permitted by the laws of the state of Nevada.
ARTICLE
TWELVE
Amendments
Section
12.1. By Shareholder - The Bylaws may be amended by a majority vote of all the stock issued and outstanding and entitled to vote
at any annual or special meeting of the stockholders, provided notice of intention to amend shall have been contained in the notice of
the meeting.
Section
12.2. By Board of Directors - The Board of Directors, by a majority vote of the whole Board at any meeting, may amend these
Bylaws, including Bylaws adopted by the stockholders, but the stockholders may from time specify particular provisions of the
Bylaws, which shall not be amended by the Board of Directors.
APPROVED
AND ADOPTED this 17th day of January, 2024.
CERTIFCATE
OF SECRETARY
I
hereby certify that I am the Secretary of Nevada Canyon Gold Corp., and that the foregoing Amended and Restated Bylaws, constitute the
entire Bylaws of Nevada Canyon Gold Corp. as duly adopted by unanimous written consent by the Board of Directors of the Corporation held
January 17, 2024. These Amended and Restated Bylaws amend and replace in full those prior Bylaws effected on February 28, 2014.
IN
WITNESS WHEREOF, I have hereunto subscribed my name this 17th day January, 2024.
|
/s/
Jeffrey Cocks |
|
Jeffrey
Cocks, Secretary |
Exhibit 21.1
LIST
OF SIGNIFICANT SUBSIDIARIES
Subsidiary
Name |
|
State
of Incorporation |
Nevada
Canyon LLC |
|
Nevada |
Canyon
Carbon LLC |
|
Nevada |
Exhibit
31.1
CERTIFICATION
PURSUANT TO SECTION 302 (a) OF
THE SARBANES-OXLEY ACT OF 2002
I,
Alan Day, President, Chief Executive Officer, and Principal Executive Officer, of Nevada Canyon Gold Corp., certify that:
1.
I have reviewed this Annual Report on Form 10-K 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 annual report;
3.
Based on my knowledge, the financial statements and other financial information included in this annual 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 annual 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:
March 11, 2024 |
/s/
Alan Day |
|
Alan
Day |
|
President
and Chief Executive Officer
(Principal
Executive Officer) |
Exhibit
31.2
CERTIFICATION
PURSUANT TO SECTION 302 (a) OF
THE SARBANES-OXLEY ACT OF 2002
I,
Jeffrey Cocks, Chairman, Chief Financial Officer, and Principal Accounting Officer, of Nevada Canyon Gold Corp., certify that:
1.
I have reviewed this Annual Report on Form 10-K 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 annual report;
3.
Based on my knowledge, the financial statements and other financial information included in this annual 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 annual 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:
March 11, 2024 |
/s/
Jeffrey Cocks |
|
Jeffrey
Cocks |
|
Chairman
and 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 Annual Report of Nevada Canyon Gold Corp. (the “Company”) on Form 10-K for the year ended December 31,
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:
March 11, 2024 |
/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 Annual Report of Nevada Canyon Gold Corp. (the “Company”) on Form 10-K for the year ended December 31,
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:
March 11, 2024 |
/s/
Jeffrey A. Cocks |
|
Jeffrey
A. Cocks |
|
Chief
Financial Officer, (Principal Accounting Officer) |
v3.24.0.1
Cover - USD ($)
|
12 Months Ended |
|
|
Dec. 31, 2023 |
Mar. 11, 2024 |
Jun. 30, 2023 |
Cover [Abstract] |
|
|
|
Document Type |
10-K
|
|
|
Amendment Flag |
false
|
|
|
Document Annual Report |
true
|
|
|
Document Transition Report |
false
|
|
|
Document Period End Date |
Dec. 31, 2023
|
|
|
Document Fiscal Period Focus |
FY
|
|
|
Document Fiscal Year Focus |
2023
|
|
|
Current Fiscal Year End Date |
--12-31
|
|
|
Entity File Number |
000-55600
|
|
|
Entity Registrant Name |
Nevada
Canyon Gold Corp.
|
|
|
Entity Central Index Key |
0001605481
|
|
|
Entity Tax Identification Number |
46-5152859
|
|
|
Entity Incorporation, State or Country Code |
NV
|
|
|
Entity Address, Address Line One |
5655
Riggins Court
|
|
|
Entity Address, Address Line Two |
Suite 15
|
|
|
Entity Address, City or Town |
Reno
|
|
|
Entity Address, State or Province |
NV
|
|
|
Entity Address, Postal Zip Code |
89502
|
|
|
City Area Code |
(888)
|
|
|
Local Phone Number |
909-5548
|
|
|
Title of 12(b) Security |
Common
Stock, $0.0001 par value per share
|
|
|
Entity Well-known Seasoned Issuer |
No
|
|
|
Entity Voluntary Filers |
No
|
|
|
Entity Current Reporting Status |
Yes
|
|
|
Entity Interactive Data Current |
No
|
|
|
Entity Filer Category |
Non-accelerated Filer
|
|
|
Entity Small Business |
true
|
|
|
Entity Emerging Growth Company |
false
|
|
|
Entity Shell Company |
false
|
|
|
Entity Public Float |
|
|
$ 7,988,122
|
Entity Common Stock, Shares Outstanding |
|
25,322,001
|
|
ICFR Auditor Attestation Flag |
false
|
|
|
Document Financial Statement Error Correction [Flag] |
false
|
|
|
Auditor Firm ID |
444
|
|
|
Auditor Name |
DALE
MATHESON CARR-HILTON LABONTE LLP
|
|
|
Auditor Location |
Vancouver,
Canada
|
|
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPCAOB issued Audit Firm Identifier
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 10-K -Number 249 -Section 310
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 20-F -Number 249 -Section 220 -Subsection f
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 40-F -Number 249 -Section 240 -Subsection f
+ Details
Name: |
dei_AuditorFirmId |
Namespace Prefix: |
dei_ |
Data Type: |
dei:nonemptySequenceNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 10-K -Number 249 -Section 310
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 20-F -Number 249 -Section 220 -Subsection f
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 40-F -Number 249 -Section 240 -Subsection f
+ Details
Name: |
dei_AuditorLocation |
Namespace Prefix: |
dei_ |
Data Type: |
dei:internationalNameItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 10-K -Number 249 -Section 310
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 20-F -Number 249 -Section 220 -Subsection f
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 40-F -Number 249 -Section 240 -Subsection f
+ Details
Name: |
dei_AuditorName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:internationalNameItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionEnd date of current fiscal year in the format --MM-DD.
+ References
+ Details
Name: |
dei_CurrentFiscalYearEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:gMonthDayItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true only for a form used as an annual report.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 10-K -Number 249 -Section 310
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 20-F -Number 249 -Section 220 -Subsection f
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 40-F -Number 249 -Section 240 -Subsection f
+ Details
Name: |
dei_DocumentAnnualReport |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicates whether any of the financial statement period in the filing include a restatement due to error correction.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-K -Number 229 -Section 402 -Subsection w
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 10-K -Number 249 -Section 310
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 20-F -Number 249 -Section 220 -Subsection f
Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 40-F -Number 249 -Section 240 -Subsection f
+ Details
Name: |
dei_DocumentFinStmtErrorCorrectionFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY.
+ References
+ Details
Name: |
dei_DocumentFiscalPeriodFocus |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fiscalPeriodItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThis is focus fiscal year of the document report in YYYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.
+ References
+ Details
Name: |
dei_DocumentFiscalYearFocus |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:gYearItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true only for a form used as a transition report.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Forms 10-K, 10-Q, 20-F -Number 240 -Section 13 -Subsection a-1
+ Details
Name: |
dei_DocumentTransitionReport |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.
+ References
+ Details
Name: |
dei_EntityCommonStockSharesOutstanding |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionIndicate 'Yes' or 'No' whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.
+ References
+ Details
Name: |
dei_EntityCurrentReportingStatus |
Namespace Prefix: |
dei_ |
Data Type: |
dei:yesNoItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityFilerCategory |
Namespace Prefix: |
dei_ |
Data Type: |
dei:filerCategoryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when 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).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-T -Number 232 -Section 405
+ Details
Name: |
dei_EntityInteractiveDataCurrent |
Namespace Prefix: |
dei_ |
Data Type: |
dei:yesNoItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.
+ References
+ Details
Name: |
dei_EntityPublicFloat |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityShellCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicates that the company is a Smaller Reporting Company (SRC).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntitySmallBusiness |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate 'Yes' or 'No' if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
+ References
+ Details
Name: |
dei_EntityVoluntaryFilers |
Namespace Prefix: |
dei_ |
Data Type: |
dei:yesNoItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate 'Yes' or 'No' if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 405
+ Details
Name: |
dei_EntityWellKnownSeasonedIssuer |
Namespace Prefix: |
dei_ |
Data Type: |
dei:yesNoItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 10-K -Number 249 -Section 310
Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 20-F -Number 249 -Section 220 -Subsection f
Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Form 40-F -Number 249 -Section 240 -Subsection f
+ Details
Name: |
dei_IcfrAuditorAttestationFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.0.1
Consolidated Balance Sheets - USD ($)
|
Dec. 31, 2023 |
Dec. 31, 2022 |
Current Assets |
|
|
Cash and cash equivalents |
$ 9,744,392
|
$ 1,007,018
|
Prepaid expenses |
541,034
|
4,829
|
Total Current Assets |
10,285,426
|
1,011,847
|
Investment in equity security |
56,105
|
156,805
|
Mineral property interests |
780,395
|
720,395
|
TOTAL ASSETS |
11,121,926
|
1,889,047
|
Current Liabilities |
|
|
Accounts payable and accrued liabilities |
846,307
|
844,963
|
Related party payables |
460,000
|
477,031
|
Total Liabilities |
1,306,307
|
1,321,994
|
Commitments and Contingencies (Note 4) |
|
|
Stockholders’ Equity |
|
|
Preferred Stock: Authorized 10,000,000 preferred shares, $0.0001 par, none issued and outstanding as of December 31, 2023 and 2022 |
|
|
Common Stock: Authorized 100,000,000 common shares, $0.0001 par, 25,240,051 and 11,077,394 issued and outstanding as of December 31, 2023 and 2022, respectively |
2,523
|
1,107
|
Additional paid-in capital |
14,957,547
|
3,073,447
|
Obligation to issue shares |
18,000
|
|
Accumulated deficit |
(5,162,451)
|
(2,507,501)
|
Total Stockholders’ Equity (Deficit) |
9,815,619
|
567,053
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ 11,121,926
|
$ 1,889,047
|
X |
- DefinitionObligation to issue shares.
+ References
+ Details
Name: |
NGLD_ObligationToIssueShares |
Namespace Prefix: |
NGLD_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying values as of the balance sheet date of obligations incurred through that date and due within one year (or the operating cycle, if longer), including liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received, taxes, interest, rent and utilities, accrued salaries and bonuses, payroll taxes and fringe benefits.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19,20) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of excess of issue price over par or stated value of stock and from other transaction involving stock or stockholder. Includes, but is not limited to, additional paid-in capital (APIC) for common and preferred stock.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(18)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)(a)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_AdditionalPaidInCapital |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (bb) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-25
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 6: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 7: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-12
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(12)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(8)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(18)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 13: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 14: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 23: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481404/852-10-50-7
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 26: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(11)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
+ Details
Name: |
us-gaap_Assets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (bb) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-25
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 6: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483467/210-10-45-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(9)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481404/852-10-50-7
+ Details
Name: |
us-gaap_AssetsCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_AssetsCurrentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483467/210-10-45-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-4
+ Details
Name: |
us-gaap_CashAndCashEquivalentsAtCarryingValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionRepresents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(19)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(15)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.17) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.25) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommitmentsAndContingencies |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(22)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionSum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481231/810-10-45-25
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 810 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (bb) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 7: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-12
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(14)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 19: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481404/852-10-50-7
Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481404/852-10-50-7
Reference 21: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 22: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.19-26) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_Liabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(25)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(23)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(32)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_LiabilitiesAndStockholdersEquity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_LiabilitiesCurrentAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe total amount of investments that are intended to be held for an extended period of time (longer than one operating cycle).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(12)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_LongTermInvestments |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionMineral properties, net of adjustments.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -SubTopic 10 -Topic 360 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 932 -SubTopic 360 -Name Accounting Standards Codification -Section 25 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482479/932-360-25-7
+ Details
Name: |
us-gaap_MineralPropertiesNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of liabilities classified as other, due within one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.20) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_OtherLiabilitiesCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(21)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PreferredStockValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of asset related to consideration paid in advance for costs that provide economic benefits within a future period of one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483467/210-10-45-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 340 -SubTopic 10 -Name Accounting Standards Codification -Section 05 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482955/340-10-05-5
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 340 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483032/340-10-45-1
+ Details
Name: |
us-gaap_PrepaidExpenseCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of accumulated undistributed earnings (deficit).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (g)(2)(i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480016/944-40-65-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 2 -Subparagraph (h)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480016/944-40-65-2
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480990/946-20-50-11
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(23)(a)(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(17)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)(a)(3)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_RetainedEarningsAccumulatedDeficit |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-12
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(19)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-2
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(6)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(31)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 14: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SAB Topic 4.E) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480418/310-10-S99-2
+ Details
Name: |
us-gaap_StockholdersEquity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_StockholdersEquityAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.0.1
Consolidated Balance Sheets (Parenthetical) - $ / shares
|
Dec. 31, 2023 |
Dec. 31, 2022 |
Statement of Financial Position [Abstract] |
|
|
Preferred stock, shares authorized |
10,000,000
|
10,000,000
|
Preferred stock, par value |
$ 0.0001
|
$ 0.0001
|
Preferred stock, shares issued |
0
|
0
|
Preferred stock, shares outstanding |
0
|
0
|
Common stock, shares authorized |
100,000,000
|
100,000,000
|
Common stock, par value |
$ 0.0001
|
$ 0.0001
|
Common stock, shares issued |
25,240,051
|
11,077,394
|
Common stock, shares outstanding |
25,240,051
|
11,077,394
|
X |
- DefinitionFace amount or stated value per share of common stock.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of common shares permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionTotal number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionFace amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PreferredStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PreferredStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionTotal number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PreferredStockSharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-2
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PreferredStockSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_StatementOfFinancialPositionAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.0.1
Consolidated Statements of Operations - USD ($)
|
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Operating expenses |
|
|
Consulting fees |
$ 424,201
|
$ 50,726
|
Director and officer compensation |
1,571,805
|
988,471
|
Exploration |
72,523
|
20,758
|
General and administrative |
463,872
|
114,201
|
Professional fees |
126,277
|
99,249
|
Transfer agent and filing fees |
16,747
|
14,521
|
Total operating expenses |
2,675,425
|
1,287,926
|
Other income (expense) |
|
|
Interest expense |
|
(10,812)
|
Amortization of debt discount |
|
(719,462)
|
Fair value gain (loss) on equity investments |
(100,700)
|
241,513
|
Realized gain on equity investments |
|
211,530
|
Foreign exchange gain (loss) |
7
|
(978)
|
Interest income |
121,168
|
10,080
|
Total other income (expense) |
20,475
|
(268,129)
|
Net loss |
$ (2,654,950)
|
$ (1,556,055)
|
Net loss per common share - basic |
$ (0.21)
|
$ (0.51)
|
Net loss per common share - diluted |
$ (0.21)
|
$ (0.51)
|
Basic |
12,589,698
|
3,034,022
|
Diluted |
12,589,698
|
3,034,022
|
X |
- DefinitionDirector and officer compensation.
+ References
+ Details
Name: |
NGLD_DirectorAndOfficerCompensationExpense |
Namespace Prefix: |
NGLD_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of noncash expense included in interest expense to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate captions include noncash interest expense.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1F -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 45 -Paragraph 1A -Publisher FASB -URI https://asc.fasb.org//1943274/2147482925/835-30-45-1A
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.8) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_AmortizationOfDebtDiscountPremium |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 15 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482635/260-10-55-15
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (e)(4) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-7
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-2
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-4
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-10
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(25)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(27)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(23)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 16: http://www.xbrl.org/2003/role/exampleRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 52 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482635/260-10-55-52
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-7
+ Details
Name: |
us-gaap_EarningsPerShareBasic |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 15 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482635/260-10-55-15
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (e)(4) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-7
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-2
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-4
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(25)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(27)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(23)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 15: http://www.xbrl.org/2003/role/exampleRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 52 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482635/260-10-55-52
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-7
+ Details
Name: |
us-gaap_EarningsPerShareDiluted |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of gain (loss) on sale or disposal of an equity method investment.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(b)(7)(c)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(b)(9)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_EquityMethodInvestmentRealizedGainLossOnDisposal |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionExploration expenses (including prospecting) related to oil and gas producing entities and would be included in operating expenses of that entity. Costs incurred in identifying areas that may warrant examination and in examining specific areas that are considered to have prospects of containing oil and gas reserves, including costs of drilling exploratory wells and exploratory-type stratigraphic test wells. Exploration costs may be incurred both before acquiring the related property (sometimes referred to in part as prospecting costs) and after acquiring the property. Principal types of exploration costs, which include depreciation and applicable operating costs of support equipment and facilities and other costs of exploration activities, are: (i) Costs of topographical, geographical and geophysical studies, rights of access to properties to conduct those studies, and salaries and other expenses of geologists, geophysical crews, and others conducting those studies. Collectively, these are sometimes referred to as geological and geophysical or "G&G" costs. (ii) Costs of carrying and retaining undeveloped properties, such as delay rentals, ad valorem taxes on properties, legal costs for title defense, and the maintenance of land and lease records. (iii) Dry hole contributions and bottom hole contributions. (iv) Costs of drilling and equipping exploratory wells. (v) Costs of drilling exploratory-type stratigraphic test wells.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 932 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 23 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482274/932-235-50-23
+ Details
Name: |
us-gaap_ExplorationExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount, before tax, of realized and unrealized gain (loss) from foreign currency transaction.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 20 -Name Accounting Standards Codification -Section 35 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482014/830-20-35-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481956/830-20-45-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481926/830-20-50-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 17 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481839/830-10-45-17
+ Details
Name: |
us-gaap_ForeignCurrencyTransactionGainLossBeforeTax |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe net realized gain (loss) on investments sold during the period, not including gains (losses) on securities separately or otherwise categorized as trading, available-for-sale, or held-to-maturity, which, for cash flow reporting, is a component of proceeds from investing activities.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_GainLossOnSaleOfInvestments |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(2)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.4) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_GeneralAndAdministrativeExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe net amount of nonoperating interest income (expense).
+ References
+ Details
Name: |
us-gaap_InterestIncomeExpenseNonoperatingNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482765/220-10-50-6
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-8
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-9
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-4
Reference 13: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-10
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483581/946-220-45-7
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(18)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(9)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(1)(d)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 27: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 28: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 29: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 30: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 31: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
Reference 32: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 31 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-31
Reference 33: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 34: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-7
Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 36: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A
Reference 37: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B
Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(20)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(22)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
+ Details
Name: |
us-gaap_NetIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionFees paid to an agent employed by a corporation or mutual fund to maintain shareholder records, including purchases, sales, and account balances. Also includes custodian fees incurred during an accounting period from an agent, bank, trust company, or other organization that holds and safeguards an individual's, mutual fund's, or investment company's assets for them. These fees will be billed back to the client and are a component of noninterest expense.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04.14) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
+ Details
Name: |
us-gaap_NoninterestExpenseTransferAgentAndCustodianFees |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe aggregate amount of income or expense from ancillary business-related activities (that is to say, excluding major activities considered part of the normal operations of the business).
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.7) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_NonoperatingIncomeExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NonoperatingIncomeExpenseAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionGenerally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense.
+ References
+ Details
Name: |
us-gaap_OperatingExpenses |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_OperatingExpensesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of expense related to nonoperating activities, classified as other.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.9) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_OtherNonoperatingExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionA fee charged for services from professionals such as doctors, lawyers and accountants. The term is often expanded to include other professions, for example, pharmacists charging to maintain a medicinal profile of a client or customer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-10
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section 45 -Paragraph 3 -Subparagraph (k) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483581/946-220-45-3
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(2)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
+ Details
Name: |
us-gaap_ProfessionalFees |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 16 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-16
+ Details
Name: |
us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-10
+ Details
Name: |
us-gaap_WeightedAverageNumberOfSharesOutstandingBasic |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.0.1
Consolidated Statement of Stockholders' Equity - USD ($)
|
Common Stock [Member] |
Obligation To Issue Shares [Member] |
Additional Paid-in Capital [Member] |
Retained Earnings [Member] |
Total |
Beginning balance, value at Dec. 31, 2021 |
$ 868
|
|
$ 1,190,522
|
$ (951,446)
|
$ 239,944
|
Balance, shares at Dec. 31, 2021 |
8,685,093
|
|
|
|
|
Shares issued on conversion of convertible notes |
$ 239
|
|
894,454
|
|
894,693
|
Shares issued on conversion of convertible notes, shares |
2,392,301
|
|
|
|
|
Stock-based compensation - directors and CEO |
|
|
988,471
|
|
988,471
|
Net loss |
|
|
|
(1,556,055)
|
(1,556,055)
|
Ending balance, value at Dec. 31, 2022 |
$ 1,107
|
|
3,073,447
|
(2,507,501)
|
567,053
|
Balance, shares at Dec. 31, 2022 |
11,077,394
|
|
|
|
|
Stock-based compensation - directors and CEO |
|
|
988,471
|
|
988,471
|
Net loss |
|
|
|
(2,654,950)
|
(2,654,950)
|
Shares and warrants issued for cash |
$ 1,250
|
|
9,998,225
|
|
9,999,475
|
Shares and warrants issued for cash, shares |
12,499,343
|
|
|
|
|
Shares issued on exercise of warrants |
$ 27
|
|
329,283
|
|
329,310
|
Shares issued on exercise of warrants, shares |
274,425
|
|
|
|
|
Shares to be issued on exercise of warrants |
|
18,000
|
|
|
18,000
|
Share issuance costs |
|
|
(403,963)
|
|
(403,963)
|
Stock-based compensation - consultants |
$ 56
|
|
388,834
|
|
388,890
|
Stock-based compensation - consultants, shares |
555,556
|
|
|
|
|
Stock-based compensation - officer |
$ 83
|
|
583,250
|
|
583,333
|
Stock-based compensation - officer, shares |
833,333
|
|
|
|
|
Ending balance, value at Dec. 31, 2023 |
$ 2,523
|
$ 18,000
|
$ 14,957,547
|
$ (5,162,451)
|
$ 9,815,619
|
Balance, shares at Dec. 31, 2023 |
25,240,051
|
|
|
|
|
X |
- DefinitionStock-based compensation - consultants.
+ References
+ Details
Name: |
NGLD_StockBasedCompensationObligationToIssueSharesForConsultants |
Namespace Prefix: |
NGLD_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionStock based compensation obligation to issue shares for consultants shares.
+ References
+ Details
Name: |
NGLD_StockBasedCompensationObligationToIssueSharesForConsultantsShares |
Namespace Prefix: |
NGLD_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionStock based compensation obligation to issue shares for officer.
+ References
+ Details
Name: |
NGLD_StockBasedCompensationObligationToIssueSharesForOfficer |
Namespace Prefix: |
NGLD_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionStock based compensation obligation to issue shares for officer shares.
+ References
+ Details
Name: |
NGLD_StockBasedCompensationObligationToIssueSharesForOfficerShares |
Namespace Prefix: |
NGLD_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionStock issued during period value to be issued on exercise of warrants.
+ References
+ Details
Name: |
NGLD_StockIssuedDuringPeriodValueToBeIssuedOnExerciseOfWarrants |
Namespace Prefix: |
NGLD_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of increase to additional paid-in capital (APIC) for recognition of cost for award under share-based payment arrangement.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 35 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480483/718-10-35-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 718 -SubTopic 20 -Section 55 -Paragraph 13 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481089/718-20-55-13
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 718 -SubTopic 20 -Section 55 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481089/718-20-55-12
+ Details
Name: |
us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of increase in additional paid in capital (APIC) resulting from issuance costs from a share-lending arrangement entered into, in contemplation of a convertible debt offering or other financing.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 25 -Paragraph 20A -Publisher FASB -URI https://asc.fasb.org//1943274/2147481284/470-20-25-20A
+ Details
Name: |
us-gaap_AdjustmentsToAdditionalPaidInCapitalStockIssuedOwnshareLendingArrangementIssuanceCosts |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482765/220-10-50-6
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-8
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-9
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-4
Reference 13: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-10
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483581/946-220-45-7
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(18)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(9)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(1)(d)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 27: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 28: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 29: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 30: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 31: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
Reference 32: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 31 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-31
Reference 33: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 34: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-7
Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 36: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A
Reference 37: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B
Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(20)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(22)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
+ Details
Name: |
us-gaap_NetIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares issued which are neither cancelled nor held in the treasury.
+ References
+ Details
Name: |
us-gaap_SharesOutstanding |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares issued during the period as a result of the conversion of convertible securities.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1E -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-3
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29-30) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of new stock issued during the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481004/946-505-50-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(i)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesNewIssues |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of share options (or share units) exercised during the current period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iv)(02) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesStockOptionsExercised |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe gross value of stock issued during the period upon the conversion of convertible securities.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29-31) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionEquity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 11 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-11
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 205 -Name Accounting Standards Codification -Section 45 -Paragraph 4 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480767/946-205-45-4
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481004/946-505-50-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueNewIssues |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionValue of stock issued as a result of the exercise of stock options.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29-31) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodValueStockOptionsExercised |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of equity (deficit) attributable to parent. Excludes temporary equity and equity attributable to noncontrolling interest.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 852 -SubTopic 10 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481372/852-10-55-10
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-12
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(19)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.6-05(4)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-2
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(6)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(31)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 13: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(30)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 14: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 310 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SAB Topic 4.E) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480418/310-10-S99-2
+ Details
Name: |
us-gaap_StockholdersEquity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
v3.24.0.1
Consolidated Statements of Cash Flow - USD ($)
|
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
OPERATING ACTIVITIES: |
|
|
Net loss |
$ (2,654,950)
|
$ (1,556,055)
|
Adjustment to reconcile net loss to net cash used in operating activities: |
|
|
Amortization of debt discount |
|
719,462
|
Fair value loss (gain) on equity investments |
100,700
|
(241,513)
|
Foreign exchange loss |
|
978
|
Realized gain on equity investments |
|
(211,530)
|
Stock-based compensation - directors and CEO |
988,471
|
988,471
|
Stock-based compensation - consultants |
388,890
|
|
Stock-based compensation - officer |
583,333
|
|
Changes in operating assets and liabilities: |
|
|
Prepaid expenses |
(536,205)
|
16,977
|
Accounts payable and accrued expenses |
1,344
|
(12,407)
|
Accrued interest payable |
|
(107,887)
|
Related party payables |
(17,031)
|
(27,000)
|
Net cash used in operating activities |
(1,145,448)
|
(430,504)
|
INVESTING ACTIVITIES: |
|
|
Proceeds from sale of equity investments |
|
614,656
|
Acquisition of mineral property interests |
(60,000)
|
(450,000)
|
Net cash provided by (used in) investing activities |
(60,000)
|
164,656
|
FINANCING ACTIVITIES: |
|
|
Proceeds from the sale of common stock and warrants |
9,999,475
|
400
|
Share issuance cash costs |
(403,963)
|
|
Proceeds from the exercise of warrants |
347,310
|
|
Payment of convertible notes payable |
|
(147,420)
|
Net cash provided by (used in) financing activities |
9,942,822
|
(147,020)
|
Effects of foreign currency exchange on cash |
|
(978)
|
Net increase (decrease) in cash and cash equivalents |
8,737,374
|
(413,846)
|
Cash and cash equivalents, beginning of year |
1,007,018
|
1,420,864
|
Cash and cash equivalents, end of year |
9,744,392
|
1,007,018
|
SUPPLEMENTAL CASH FLOW INFORMATION |
|
|
Cash paid for interest |
|
(118,699)
|
NONCASH INVESTING AND FINANCING ACTIVITIES: |
|
|
Mineral interests acquired with related party payables, net |
$ 20,000
|
|
X |
- DefinitionForeign currency transaction gain (loss).
+ References
+ Details
Name: |
NGLD_ForeignCurrencyTransactionGainLoss |
Namespace Prefix: |
NGLD_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionPayment of convertible notes payable.
+ References
+ Details
Name: |
NGLD_PaymentOfConvertibleNotesPayable |
Namespace Prefix: |
NGLD_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionStock based compensation directors and ceo.
+ References
+ Details
Name: |
NGLD_StockbasedCompensationDirectorsAndCeo |
Namespace Prefix: |
NGLD_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionStock-based compensation issued to consultants.
+ References
+ Details
Name: |
NGLD_StockbasedCompensationIssuedToConsultants |
Namespace Prefix: |
NGLD_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionStock-based compensation issued to officer.
+ References
+ Details
Name: |
NGLD_StockbasedCompensationIssuedToOfficer |
Namespace Prefix: |
NGLD_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of noncash expense included in interest expense to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate captions include noncash interest expense.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1F -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 45 -Paragraph 1A -Publisher FASB -URI https://asc.fasb.org//1943274/2147482925/835-30-45-1A
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.8) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_AmortizationOfDebtDiscountPremium |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including, but not limited to, disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-8
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-24
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-4
+ Details
Name: |
us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsIncludingDisposalGroupAndDiscontinuedOperations |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of increase (decrease) in cash, cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-24
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 1 -SubTopic 230 -Topic 830 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481877/830-230-45-1
+ Details
Name: |
us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of increase (decrease) from effect of exchange rate changes on cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; held in foreign currencies. Excludes amounts for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 830 -SubTopic 230 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481877/830-230-45-1
+ Details
Name: |
us-gaap_EffectOfExchangeRateOnCashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of gain (loss) on sale or disposal of an equity method investment.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(b)(7)(c)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(b)(9)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_EquityMethodInvestmentRealizedGainLossOnDisposal |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe net realized gain (loss) on investments sold during the period, not including gains (losses) on securities separately or otherwise categorized as trading, available-for-sale, or held-to-maturity, which, for cash flow reporting, is a component of proceeds from investing activities.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_GainLossOnSaleOfInvestments |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in the aggregate amount of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_IncreaseDecreaseInAccountsPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in interest payable, which represents the amount owed to note holders, bond holders, and other parties for interest earned on loans or credit extended to the reporting entity.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_IncreaseDecreaseInInterestPayableNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_IncreaseDecreaseInOperatingCapitalAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe increase (decrease) during the reporting period in the amount of outstanding money paid in advance for goods or services that bring economic benefits for future periods.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_IncreaseDecreaseInPrepaidExpense |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash paid for interest, excluding capitalized interest, classified as operating activity. Includes, but is not limited to, payment to settle zero-coupon bond for accreted interest of debt discount and debt instrument with insignificant coupon interest rate in relation to effective interest rate of borrowing attributable to accreted interest of debt discount.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 17 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-17
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-25
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-2
+ Details
Name: |
us-gaap_InterestPaidNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-24
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInFinancingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-24
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInInvestingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 24 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-24
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-25
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInOperatingActivities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NetCashProvidedByUsedInOperatingActivitiesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe portion of profit or loss for the period, net of income taxes, which is attributable to the parent.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(g)(1)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 825 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482765/220-10-50-6
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 65 -Paragraph 1 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480175/815-40-65-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-8
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-9
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 11 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-11
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 250 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483443/250-10-50-4
Reference 13: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 10 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-10
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section 45 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483581/946-220-45-7
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(18)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 22 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-22
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(9)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(1)(d)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 20: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1A -Subparagraph (SX 210.13-01(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1A
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(i)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(A)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iii)(B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 27: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(4)(iv)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 28: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1B -Subparagraph (SX 210.13-02(a)(5)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480097/470-10-S99-1B
Reference 29: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 30 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-30
Reference 30: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 31: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 60B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B
Reference 32: http://www.xbrl.org/2003/role/exampleRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 31 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-31
Reference 33: http://www.xbrl.org/2003/role/disclosureRef -Topic 280 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 32 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482810/280-10-50-32
Reference 34: http://www.xbrl.org/2003/role/disclosureRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483499/205-20-50-7
Reference 35: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 36: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1A -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1A
Reference 37: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1B -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B
Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(20)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-04(22)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1
+ Details
Name: |
us-gaap_NetIncomeLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_NoncashInvestingAndFinancingItemsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe cash outflow for cost incurred directly with the issuance of an equity security.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 15 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-15
+ Details
Name: |
us-gaap_PaymentsOfStockIssuanceCosts |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cash outflow from the acquisition of a mineral right which is the right to extract a mineral from the earth or to receive payment, in the form of royalty, for the extraction of minerals.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 13 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-13
+ Details
Name: |
us-gaap_PaymentsToAcquireMineralRights |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow from the additional capital contribution to the entity.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 14 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-14
+ Details
Name: |
us-gaap_ProceedsFromIssuanceOfCommonStock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow associated with the sale of equity method investments, which are investments in joint ventures and entities in which the entity has an equity ownership interest normally of 20 to 50 percent and exercises significant influence.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 12 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-12
+ Details
Name: |
us-gaap_ProceedsFromSaleOfEquityMethodInvestments |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow associated with the amount received from holders exercising their stock warrants.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 14 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-14
+ Details
Name: |
us-gaap_ProceedsFromWarrantExercises |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
v3.24.0.1
NATURE OF BUSINESS
|
12 Months Ended |
Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
|
NATURE OF BUSINESS |
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 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 December 31, 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 consolidated financial statements, the Company has sufficient 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 the Company’s common stock as a result of the Offering in the third and fourth quarter of the Company’s
Fiscal 2023 (Note 6), alleviated the substantial doubt.
|
X |
- DefinitionThe entire disclosure for the nature of an entity's business, major products or services, principal markets including location, and the relative importance of its operations in each business and the basis for the determination, including but not limited to, assets, revenues, or earnings. For an entity that has not commenced principal operations, disclosures about the risks and uncertainties related to the activities in which the entity is currently engaged and an understanding of what those activities are being directed toward.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Topic 275 -Publisher FASB -URI https://asc.fasb.org//275/tableOfContent
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-1
+ Details
Name: |
us-gaap_NatureOfOperations |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
12 Months Ended |
Dec. 31, 2023 |
Accounting Policies [Abstract] |
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
These
consolidated financial statements and related notes are presented in accordance with US GAAP, and are presented in United States
dollars.
Principles
of Consolidation
The
consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Nevada Canyon LLC and Canyon
Carbon LLC. On consolidation, all intercompany balances and transactions are eliminated.
Use
of Estimates and Assumptions
The
preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect
certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. The Company regularly
evaluates estimates and assumptions related to the fair value of stock-based compensation, impairment of its interest in mineral
properties, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts,
historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form
the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are
not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the
Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results
of operations will be affected.
Basis
of Accounting
The
Company’s consolidated financial statements are prepared using the accrual method of accounting.
Cash
and Cash Equivalents
Cash
and cash equivalents include bank deposits and highly liquid investments purchased with maturities of three months or less. Cash deposits
with banks may exceed Federal Deposit Insurance Corporation insured limits.
Deferred
Stock Issuance Costs
The
Company defers, within prepaid expenses, certain legal, accounting and other third-party fees that are directly related to the Company’s
in-process equity financings until such financings are consummated. After consummation of the equity financing, these costs are recorded
as a reduction of the proceeds received as a result of the offering. Should a planned equity financing be abandoned, terminated or significantly
delayed, the deferred offering costs are immediately written off to operating expenses.
Equity
Investments
Investments
in equity securities are generally measured at fair value. Gains and losses for equity securities resulting from changes in fair value
are recognized in current earnings. Gains and losses on the sale of securities are recognized on a specific identification basis.
Income
Taxes
The
Company accounts for income taxes under the liability method. Under this method, deferred tax assets and liabilities are determined based
on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year
in which the differences are expected to affect taxable income. The Company provides a valuation allowance for deferred tax assets that
the Company does not consider more likely (than not) to be realized.
The
Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years
that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the
initial determination of the position’s sustainability and is measured at the largest amount of benefit that has a greater than
50 percent likelihood of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must
be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the
amount of the recognized tax benefit is still appropriate. The recognition and measurement of tax benefits requires significant judgment.
Judgments concerning the recognition and measurement of a tax benefit might change as new information becomes available.
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. Restricted
stock that has been distributed but not yet vested and thus excluded from the weighted average shares calculation, was 2,001,667 and
4,003,333 at December 31, 2023 and 2022, respectively (Note 6).
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. Dilutive earnings per share includes any additional dilution from common stock
equivalents, such as stock options, warrants, and convertible instruments, if the impact is not antidilutive. At December 31, 2023 and
2022, all of the Company’s outstanding warrants and restricted stock awards are excluded from the diluted earnings per share calculation
because their impact would be anti dilutive.
Fair
Value of Financial Instruments
The
Company’s financial instruments include cash and cash equivalents and investment in equity security. The carrying value of these
financial instruments approximates their fair value based on their short-term nature. The Company is not exposed to significant interest,
exchange or credit risk arising from these financial instruments.
The
fair value hierarchy under US GAAP is based on the following three levels of inputs, of which the first two are considered observable
and the last unobservable:
Level
1: |
Quoted
prices (unadjusted) in active markets for identical assets or liabilities; |
|
|
Level
2: |
Observable
inputs other than Level I, quoted prices for similar assets or liabilities in active prices whose inputs are observable or whose
significant value drivers are observable; and |
|
|
Level
3: |
Assets
and liabilities whose significant value drivers are unobservable by little or no market activity and that are significant to the
fair value of the assets or liabilities. |
At
the end of each reporting period, the Company’s investment in equity security is measured at fair value using Level 1 inputs. During
the years ended December 31, 2023 and 2022, the Company has no assets or liabilities requiring measurement at fair value on a non-recurring
basis.
Stock-Based
Compensation
All
transactions in which goods or services are received for the issuance of shares of the Company’s common stock or the issuance of
common stock awards are accounted for based on the fair value of the equity interest issued. The fair value of shares of common stock
is determined based upon the closing price per share of the Company’s common stock on the date of issuance and other applicable
inputs. The Company recognizes stock-based compensation for common stock award grants evenly over the related vesting period.
Mining
Interests and Mineral Exploration Expenditures
Exploration
costs are expensed in the period in which they occur. The Company capitalizes costs for acquiring and leasing mining properties and expenses
costs to maintain mineral rights as incurred. Should a property reach the production stage, capitalized costs would be amortized using
the units-of-production method based on periodic estimates of ore reserves.
Impairment
of Long-lived Assets
The
Company periodically reviews its long-lived assets to determine if any events or changes in circumstances have transpired which indicate
that the carrying value of its assets may not be recoverable. The Company determines impairment by comparing the undiscounted net future
cash flows estimated to be generated by its assets to their respective carrying amounts. If impairment is deemed to exist, the assets
will be written down to fair value.
Related
Parties and Transactions
The
Company identifies related parties and discloses related party transactions. Parties, which can be entities or individuals, are considered
to be related if either party has the ability, directly or indirectly, to control or exercise significant influence over the Company
in making financial and operational decisions. Entities and individuals are also considered to be related if they are subject to common
control or significant influence of the Company.
Recent
Accounting Pronouncements
In
August 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-05
Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement. The new guidance addresses
the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements. The
objectives of the amendments are to (1) provide decision useful information to investors and other allocators of capital in a joint venture’s
financial statements and (2) reduce diversity in practice. The guidance is applied prospectively and effective for all newly formed joint
venture entities with a formation date on or after January 1, 2025, with early adoption permitted. The Company is currently evaluating
the impact of this guidance on its consolidated financial statements.
In
December 2023, the FASB issued ASU 2023-09 (Topic 740) Improvements to Income Tax Disclosures. The new guidance requires additional
disclosures of disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on
income taxes paid. The guidance is effective for annual periods beginning after December 15, 2024. The guidance should be applied on
a prospective basis with the option to apply the standard retrospectively. The Company is currently evaluating the impact of this disclosure
guidance on its consolidated financial statements.
Management
does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material
effect on the accompanying financial statements.
|
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for all significant accounting policies of the reporting entity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483426/235-10-50-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 235 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//235/tableOfContent
+ Details
Name: |
us-gaap_SignificantAccountingPoliciesTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.0.1
RELATED PARTY TRANSACTIONS
|
12 Months Ended |
Dec. 31, 2023 |
Related Party Transactions [Abstract] |
|
RELATED PARTY TRANSACTIONS |
NOTE
3 – RELATED PARTY TRANSACTIONS
Amounts
due to related parties at December 31, 2023 and 2022:
SCHEDULE OF RELATED PARTY TRANSACTIONS
| |
December
31, 2023 | | |
December
31, 2022 | |
Amounts
due to the 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 years ended December 31, 2023 and 2022, the Company had the following transactions with its related parties:
SCHEDULE OF TRANSACTIONS WITH ITS RELATED PARTIES
| |
| | | |
| | |
| |
Year
ended December
31, | |
| |
2023 | | |
2022 | |
Director
stock-based compensation incurred to the Chairman of the board, CFO and former CEO and President | |
$ | 330,039 | | |
$ | 330,039 | |
Director
stock-based compensation incurred to a director | |
| 164,608 | | |
| 164,608 | |
Director
stock-based compensation incurred to CEO, President, and director | |
| 493,824 | | |
| 493,824 | |
Officer
stock-based compensation incurred to VP of Operations | |
| 583,333 | | |
| - | |
Consulting
fees paid to a company controlled by the former CEO and director | |
| - | | |
| 20,000 | |
Geological
consulting fees paid to a company controlled by the CEO | |
| 51,000 | | |
| - | |
Total
related party transactions | |
$ | 1,622,804 | | |
$ | 1,008,471 | |
See
Note 4 - Mineral Property Interests for further information on related party transactions and Note 6 - Stockholders’
Equity for further information regarding stock issued to related parties.
|
X |
- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480990/946-20-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480990/946-20-50-5
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480990/946-20-50-6
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481062/946-235-50-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (e) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481062/946-235-50-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483326/850-10-50-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(2)(g)(3)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(2)(c)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-07(2)(e)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//850/tableOfContent
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483326/850-10-50-6
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483326/850-10-50-1
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 850 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483326/850-10-50-1
+ Details
Name: |
us-gaap_RelatedPartyTransactionsDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.0.1
MINERAL PROPERTY INTERESTS
|
12 Months Ended |
Dec. 31, 2023 |
Extractive Industries [Abstract] |
|
MINERAL PROPERTY INTERESTS |
NOTE
4 – MINERAL PROPERTY INTERESTS
As
of December 31, 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.
SCHEDULE
OF MINERAL PROPERTY INTERESTS
Property/Project | |
December
31, 2023 | | |
December
31, 2022 | |
Lazy
Claims | |
$ | - | | |
$ | - | |
Loman | |
| 10,395 | | |
| 10,395 | |
Agai-Pah | |
| 60,000 | | |
| 40,000 | |
Belshazzar | |
| 60,000 | | |
| 40,000 | |
Swales | |
| 60,000 | | |
| 40,000 | |
Olinghouse | |
| 240,000 | | |
| 240,000 | |
Palmetto
Project | |
| 350,000 | | |
| 350,000 | |
Total | |
$ | 780,395 | | |
$ | 720,395 | |
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 year ended December 31, 2023, 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 year ended December 31, 2023, 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. (“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 the CEO, President, and director
of the Company.
The
term of the 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.
During
the year ended December 31, 2023, 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. (“Belshazzar”), 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 Belshazzar.
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.
During
the year ended December 31, 2023, 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.
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. At December 31, 2023, the Company accrued the second $20,000 anniversary payment, which
was paid on February 16, 2024.
During
the year ended December 31, 2023, 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, 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. In December of 2023, in accordance with Article 3 of the Olinghouse Agreement,
the Company notified Target that the Company intends to exercise its option to acquire the 1% production royalty on the Olinghouse Project.
As of the date of these financial statements, the Company has not received the Royalty deed. The Company intends to make the final option
payment once it received fully executed Royalty deed from Target.
During
the year ended December 31, 2023, the Company did not incur any exploration costs 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 years ended December 31, 2023 and 2022, the Company did not incur any additional expenses associated with the Palmetto Project.
|
X |
- DefinitionThe entire disclosure for mineral industries.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 930 -SubTopic 715 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482467/930-715-50-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 930 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//930/tableOfContent
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 932 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//932/tableOfContent
+ Details
Name: |
us-gaap_MineralIndustriesDisclosuresTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.0.1
INVESTMENT IN EQUITY SECURITY
|
12 Months Ended |
Dec. 31, 2023 |
Equity Method Investments and Joint Ventures [Abstract] |
|
INVESTMENT IN EQUITY SECURITY |
NOTE
5 – INVESTMENT IN EQUITY SECURITY
As
at December 31, 2023 and 2022, the Company’s equity investment consists of 511,750 common shares of Walker River Resources Corp.
(“WRR”).
At
December 31, 2023 and 2022, the fair value of the equity investment was $56,105 and $156,805, respectively, based on the trading price
of WRR Shares at December 31, 2023 and 2022. Fair value is measured using Level 1 inputs in the fair value hierarchy. During
the year ended December 31, 2023 the revaluation of the equity investment in WRR resulted in a $100,700 loss on the change in fair value
of the equity investment (December 31, 2022 - $241,513 gain).
The
Company did not sell any WRR Shares during the year ended December 31, 2023. During the year ended December 31, 2022, the Company sold
1,171,083 WRR Shares for net proceeds of $614,656. The Company recorded a net realized gain of $211,530 on the sale of WRR Shares.
|
X |
- References
+ Details
Name: |
us-gaap_EquityMethodInvestmentsAndJointVenturesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for equity method investments and joint ventures. Equity method investments are investments that give the investor the ability to exercise significant influence over the operating and financial policies of an investee. Joint ventures are entities owned and operated by a small group of businesses as a separate and specific business or project for the mutual benefit of the members of the group.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (a)(3) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 3: http://www.xbrl.org/2003/role/recommendedDisclosureRef -Topic 323 -SubTopic 740 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481543/323-740-50-2
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Topic 323 -Publisher FASB -URI https://asc.fasb.org//323/tableOfContent
+ Details
Name: |
us-gaap_EquityMethodInvestmentsDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.0.1
STOCKHOLDERS’ EQUITY
|
12 Months Ended |
Dec. 31, 2023 |
Equity [Abstract] |
|
STOCKHOLDERS’ EQUITY |
NOTE
6 – STOCKHOLDERS’ EQUITY
The
Company was formed with one class of common stock, $0.0001 par value, and is authorized to issue 100,000,000 common shares and one class
of preferred stock, $0.0001 par value, and is authorized to issue 10,000,000 preferred shares. Voting rights are not cumulative and,
therefore, the holders of more than 50% of the common stock could, if they chose to do so, elect all of the directors of the Company.
Equity
transactions during the year ended December 31, 2023
Units
issued under offering statement on Form 1-A
During
the year ended December 31, 2023, the Company issued a total of 12,499,343 units of its common stock pursuant to its offering statement
on Form 1-A (the “Offering”). Each unit is comprised of one common share, and one common share purchase warrant to purchase
one additional common share at an exercise price of $1.20 per Warrant Share, expiring 24 months from the issuance date.
The
Units were issued in five separate tranches as follows:
SCHEDULE OF UNITS ISSUED IN THREE SEPARATE TRANCHES
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 | | |
| 22,694 | | |
| 2,221,939 | |
September
23, 2023 | |
| 2,218,222 | | |
| 1,774,578 | | |
| 69,098 | | |
| 17,442 | | |
| 1,705,480 | |
October
18, 2023 | |
| 4,958,717 | | |
| 3,966,974 | | |
| 134,270 | | |
| 38,936 | | |
| 3,832,704 | |
November
3, 2023 | |
| 2,003,366 | | |
| 1,602,693 | | |
| 84,955 | | |
| 15,730 | | |
| 1,517,738 | |
Total | |
| 12,499,343 | | |
$ | 9,999,475 | | |
$ | 401,461 | | |
$ | 98,206 | | |
$ | 9,598,014 | |
The
Company incurred a total of $499,667 in share issuance costs of which $98,206 were associated with issuance of 124,994 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 between 4.49% and 4.57%, expected dividend yield - $Nil, and expected share price volatility between 214% and
216%.
During
the year ended December 31, 2023, the Company issued 274,425 Common Shares for total proceeds to the Company of $329,310 on exercise
of the Warrants issued as part of the Offering. The Company paid $2,500 in share issuance costs associated with exercise of these Warrants.
Subsequent
to December 31, 2023, the Company issued 81,950 Common Shares for total proceeds to the Company of $98,340 on exercise of the Warrants
issued as part of the Offering. Of this amount, $18,000 were received during the year ended December 31, 2023, and were recorded as obligation
to issue shares.
Equity
transactions during the year ended December 31, 2022
On
October 31, 2022, the Company received notices from its convertible note holders requesting to convert a total of $897,113 into 2,392,301
shares of its common stock at $0.375 per share. These shares were issued on November 7, 2022 (Note 7).
Warrants
The
changes in the number of warrants outstanding for the years ended December 31, 2023 and 2022, are as follows:
SCHEDULE OF CHANGES IN NUMBER OF WARRANTS OUTSTANDING
|
|
Year
ended
December 31, 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 |
|
|
12,499,343 |
|
|
$ |
1.20 |
|
|
|
- |
|
|
$ |
n/a
|
|
Warrants
issued - agent |
|
|
124,994 |
|
|
$ |
1.20 |
|
|
|
- |
|
|
$ |
n/a
|
|
Warrants
exercised |
|
|
(274,425 |
) |
|
$ |
1.20 |
|
|
|
- |
|
|
$ |
n/a
|
|
Warrants
outstanding, ending |
|
|
12,349,912 |
|
|
$ |
1.20 |
|
|
|
- |
|
|
$ |
n/a
|
|
Details
of warrants outstanding as at December 31, 2023, are as follows:
SCHEDULE OF WARRANTS OUTSTANDING
Number
of warrants exercisable | | |
Expiry
date | |
Exercise
price | |
| 415,364 | | |
July
27, 2025 | |
$ | 1.20 | |
| 2,842,124 | | |
August
28, 2025 | |
$ | 1.20 | |
| 2,180,722 | | |
September
23, 2025 | |
$ | 1.20 | |
| 55,373 | (1) | |
September
23, 2028 | |
$ | 1.20 | |
| 4,811,342 | | |
October
18, 2025 | |
$ | 1.20 | |
| 1,975,366 | | |
November
3, 2025 | |
$ | 1.20 | |
| 69,621 | (1) | |
November
3, 2028 | |
$ | 1.20 | |
| 12,349,912 | | |
| |
| | |
At
December 31, 2023, the weighted average life of the warrants was 1.79 years.
Share-based
compensation
During
the year ended December 31, 2023 and 2022, the Company recognized share-based compensation as follows:
SCHEDULE OF RECOGNIZED SHARE-BASED COMPENSATION
| |
2023 | | |
2022 | |
| |
Year
ended December
31, | |
| |
2023 | | |
2022 | |
Directors
and CEO | |
$ | 988,471 | | |
$ | 988,471 | |
Officer
– VP of Operations | |
| 583,333 | | |
| - | |
Consultants | |
| 388,890 | | |
| - | |
Total | |
$ | 1,960,694 | | |
$ | 988,471 | |
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 $2,965,413 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 December 31, 2023, 4,003,333 shares have vested
and 2,001,667 shares are unvested. As of December 31, 2023, unvested compensation related to the Director Shares of $988,471 will be
recognized over the next 12 months.
Officer
– VP of Operations:
On
February 24, 2023, the Company entered into a consulting agreement with the Company’s newly appointed Vice President of Operations
(the “VP Agreement”). The Company agreed to issue 2,000,000 shares of its common stock for the services. The shares vest
ratably over a two-year period, beginning March 1, 2023, and vested shares are distributed quarterly. The fair value of the shares was
$1,400,000 or $0.70 per share based on the trading price of the Company’s common stock on the date the service period began. As
at December 31, 2023, the Company had distributed a total of 833,333 shares under the VP Agreement.
Unvested
compensation related to the shares to be issued under the VP Agreement of $816,667 will be recognized over the next 1.16 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. As at December 31, 2023, the Company had distributed
a total of 555,556 shares under the Consulting Agreements.
Unvested
compensation related to the Shares to be issued under the Consulting Agreements of $1,011,110 will be recognized over the next 2.16 years.
|
X |
- References
+ Details
Name: |
us-gaap_EquityAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for equity.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-14
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481062/946-235-50-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481062/946-235-50-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481004/946-505-50-6
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 815 -SubTopic 40 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480237/815-40-50-6
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(e)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//505/tableOfContent
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-14
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-14
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 16 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-16
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-18
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-18
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 18 -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-18
+ Details
Name: |
us-gaap_StockholdersEquityNoteDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.0.1
CONVERTIBLE NOTES PAYABLE
|
12 Months Ended |
Dec. 31, 2023 |
Debt Disclosure [Abstract] |
|
CONVERTIBLE NOTES PAYABLE |
NOTE
7 – 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 year ended December 31,
2022, the Company recorded $719,462 in amortization of debt discount and $10,812 in additional
interest accrued on the Notes. 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.
|
X |
- References
+ Details
Name: |
us-gaap_DebtDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe entire disclosure for short-term debt.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 470 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//470/tableOfContent
+ Details
Name: |
us-gaap_ShortTermDebtTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.0.1
PREPAID EXPENSES
|
12 Months Ended |
Dec. 31, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] |
|
PREPAID EXPENSES |
NOTE
8 – PREPAID EXPENSES
Prepaid
expenses at December 31, 2023 and 2022:
SCHEDULE OF PREPAID EXPENSES
| |
December
31, 2023 | | |
December
31, 2022 | |
Prepaid
advertising and investor relations services | |
$ | 500,367 | | |
$ | 367 | |
Deferred
share issuance costs | |
| 36,625 | | |
| - | |
Prepaid
filing fees | |
| 1,417 | | |
| 1,462 | |
Prepaid
consulting fees | |
| 2,625 | | |
| 3,000 | |
Total | |
$ | 541,034 | | |
$ | 4,829 | |
|
X |
- References
+ Details
Name: |
us-gaap_DeferredCostsCapitalizedPrepaidAndOtherAssetsDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of the amounts paid in advance for capitalized costs that will be expensed with the passage of time or the occurrence of a triggering event, and will be charged against earnings within one year or the normal operating cycle, if longer; the aggregate carrying amount of current assets, not separately presented elsewhere in the balance sheet; and other deferred costs.
+ References
+ Details
Name: |
us-gaap_DeferredCostsCapitalizedPrepaidAndOtherAssetsDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.0.1
INCOME TAXES
|
12 Months Ended |
Dec. 31, 2023 |
Income Tax Disclosure [Abstract] |
|
INCOME TAXES |
NOTE
9 – INCOME TAXES
A
reconciliation of the expected income tax expense to the actual income tax expense is as follows:
SCHEDULE OF RECONCILIATION OF EXPECTED INCOME TAX EXPENSE
| |
2023 | | |
2022 | |
Statutory
tax rate | |
| 21 | % | |
| 21 | % |
Expected
income tax recovery at statutory rate | |
| (557,539 | ) | |
| (326,771 | ) |
Non-deductible
expenditures | |
| 8,900 | | |
| 299,253 | |
Change
in valuation allowance | |
| 548,639 | | |
| 27,518 | |
Total
income tax expense | |
$ | - | | |
$ | - | |
The
Company has the following deductible temporary differences:
SCHEDULE OF DEFERRED TAX ASSETS
| |
2023 | | |
2022 | |
Deferred
income tax assets | |
| | | |
| | |
Non-capital
loss carry-forward | |
$ | 313,022 | | |
$ | 197,276 | |
Equity
security | |
| 8,917 | | |
| - | |
Stock-based
compensation | |
| 411,746 | | |
| - | |
Total
deferred income tax assets | |
| 733,685 | | |
| 197,276 | |
Deferred
income tax liabilities | |
| | | |
| | |
Equity
security | |
| - | | |
| (12,230 | ) |
Less:
Valuation allowance | |
| (733,685 | ) | |
| (185,046 | ) |
Net
deferred income tax assets | |
$ | - | | |
$ | - | |
At
December 31, 2023, the Company had federal and state net operating loss carry forwards of approximately $1.5 million, $90,000 of which
expire by 2037. The remaining balance of approximately $1.4 million will never expire but its utilization is limited to 80% of taxable
income in any future year.
The
Company has evaluated all tax positions for open years and has concluded that they have no material unrecognized tax benefits or penalties.
It is not anticipated that unrecognized tax benefits would significantly increase or decrease within 12 months of the reporting date.
The Company recognizes interest and penalties related to unrecognized tax benefits in interest expense and penalties within operating
expenses. The Company’s federal income tax returns for fiscal years 2020 through 2023 remain open and subject to examination. Tax
attributes from prior years can be adjusted during an IRS audit.
|
X |
- DefinitionThe entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480990/946-20-50-13
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(h)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//740/tableOfContent
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 14 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-14
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 21 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-21
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 270 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482526/740-270-50-1
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 17 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-17
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SAB TOPIC 6.I.5.Q1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SAB Topic 11.C) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 30 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482603/740-30-50-2
+ Details
Name: |
us-gaap_IncomeTaxDisclosureTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.0.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
|
12 Months Ended |
Dec. 31, 2023 |
Accounting Policies [Abstract] |
|
Basis of Presentation |
Basis
of Presentation
These
consolidated financial statements and related notes are presented in accordance with US GAAP, and are presented in United States
dollars.
|
Principles of Consolidation |
Principles
of Consolidation
The
consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Nevada Canyon LLC and Canyon
Carbon LLC. On consolidation, all intercompany balances and transactions are eliminated.
|
Use of Estimates and Assumptions |
Use
of Estimates and Assumptions
The
preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect
certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. The Company regularly
evaluates estimates and assumptions related to the fair value of stock-based compensation, impairment of its interest in mineral
properties, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts,
historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form
the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are
not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the
Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results
of operations will be affected.
|
Basis of Accounting |
Basis
of Accounting
The
Company’s consolidated financial statements are prepared using the accrual method of accounting.
|
Cash and Cash Equivalents |
Cash
and Cash Equivalents
Cash
and cash equivalents include bank deposits and highly liquid investments purchased with maturities of three months or less. Cash deposits
with banks may exceed Federal Deposit Insurance Corporation insured limits.
|
Deferred Stock Issuance Costs |
Deferred
Stock Issuance Costs
The
Company defers, within prepaid expenses, certain legal, accounting and other third-party fees that are directly related to the Company’s
in-process equity financings until such financings are consummated. After consummation of the equity financing, these costs are recorded
as a reduction of the proceeds received as a result of the offering. Should a planned equity financing be abandoned, terminated or significantly
delayed, the deferred offering costs are immediately written off to operating expenses.
|
Equity Investments |
Equity
Investments
Investments
in equity securities are generally measured at fair value. Gains and losses for equity securities resulting from changes in fair value
are recognized in current earnings. Gains and losses on the sale of securities are recognized on a specific identification basis.
|
Income Taxes |
Income
Taxes
The
Company accounts for income taxes under the liability method. Under this method, deferred tax assets and liabilities are determined based
on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year
in which the differences are expected to affect taxable income. The Company provides a valuation allowance for deferred tax assets that
the Company does not consider more likely (than not) to be realized.
The
Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years
that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the
initial determination of the position’s sustainability and is measured at the largest amount of benefit that has a greater than
50 percent likelihood of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must
be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the
amount of the recognized tax benefit is still appropriate. The recognition and measurement of tax benefits requires significant judgment.
Judgments concerning the recognition and measurement of a tax benefit might change as new information becomes available.
|
Earnings per Share |
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. Restricted
stock that has been distributed but not yet vested and thus excluded from the weighted average shares calculation, was 2,001,667 and
4,003,333 at December 31, 2023 and 2022, respectively (Note 6).
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. Dilutive earnings per share includes any additional dilution from common stock
equivalents, such as stock options, warrants, and convertible instruments, if the impact is not antidilutive. At December 31, 2023 and
2022, all of the Company’s outstanding warrants and restricted stock awards are excluded from the diluted earnings per share calculation
because their impact would be anti dilutive.
|
Fair Value of Financial Instruments |
Fair
Value of Financial Instruments
The
Company’s financial instruments include cash and cash equivalents and investment in equity security. The carrying value of these
financial instruments approximates their fair value based on their short-term nature. The Company is not exposed to significant interest,
exchange or credit risk arising from these financial instruments.
The
fair value hierarchy under US GAAP is based on the following three levels of inputs, of which the first two are considered observable
and the last unobservable:
Level
1: |
Quoted
prices (unadjusted) in active markets for identical assets or liabilities; |
|
|
Level
2: |
Observable
inputs other than Level I, quoted prices for similar assets or liabilities in active prices whose inputs are observable or whose
significant value drivers are observable; and |
|
|
Level
3: |
Assets
and liabilities whose significant value drivers are unobservable by little or no market activity and that are significant to the
fair value of the assets or liabilities. |
At
the end of each reporting period, the Company’s investment in equity security is measured at fair value using Level 1 inputs. During
the years ended December 31, 2023 and 2022, the Company has no assets or liabilities requiring measurement at fair value on a non-recurring
basis.
|
Stock-Based Compensation |
Stock-Based
Compensation
All
transactions in which goods or services are received for the issuance of shares of the Company’s common stock or the issuance of
common stock awards are accounted for based on the fair value of the equity interest issued. The fair value of shares of common stock
is determined based upon the closing price per share of the Company’s common stock on the date of issuance and other applicable
inputs. The Company recognizes stock-based compensation for common stock award grants evenly over the related vesting period.
|
Mining Interests and Mineral Exploration Expenditures |
Mining
Interests and Mineral Exploration Expenditures
Exploration
costs are expensed in the period in which they occur. The Company capitalizes costs for acquiring and leasing mining properties and expenses
costs to maintain mineral rights as incurred. Should a property reach the production stage, capitalized costs would be amortized using
the units-of-production method based on periodic estimates of ore reserves.
|
Impairment of Long-lived Assets |
Impairment
of Long-lived Assets
The
Company periodically reviews its long-lived assets to determine if any events or changes in circumstances have transpired which indicate
that the carrying value of its assets may not be recoverable. The Company determines impairment by comparing the undiscounted net future
cash flows estimated to be generated by its assets to their respective carrying amounts. If impairment is deemed to exist, the assets
will be written down to fair value.
|
Related Parties and Transactions |
Related
Parties and Transactions
The
Company identifies related parties and discloses related party transactions. Parties, which can be entities or individuals, are considered
to be related if either party has the ability, directly or indirectly, to control or exercise significant influence over the Company
in making financial and operational decisions. Entities and individuals are also considered to be related if they are subject to common
control or significant influence of the Company.
|
Recent Accounting Pronouncements |
Recent
Accounting Pronouncements
In
August 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-05
Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement. The new guidance addresses
the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements. The
objectives of the amendments are to (1) provide decision useful information to investors and other allocators of capital in a joint venture’s
financial statements and (2) reduce diversity in practice. The guidance is applied prospectively and effective for all newly formed joint
venture entities with a formation date on or after January 1, 2025, with early adoption permitted. The Company is currently evaluating
the impact of this guidance on its consolidated financial statements.
In
December 2023, the FASB issued ASU 2023-09 (Topic 740) Improvements to Income Tax Disclosures. The new guidance requires additional
disclosures of disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on
income taxes paid. The guidance is effective for annual periods beginning after December 15, 2024. The guidance should be applied on
a prospective basis with the option to apply the standard retrospectively. The Company is currently evaluating the impact of this disclosure
guidance on its consolidated financial statements.
Management
does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material
effect on the accompanying financial statements.
|
X |
- DefinitionBasis of Presentation Policy [Text Block]
+ References
+ Details
Name: |
NGLD_BasisOfPresentationPolicyTextBlock |
Namespace Prefix: |
NGLD_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionMineral Property Interests [Policy Text Block]
+ References
+ Details
Name: |
NGLD_MineralPropertyInterestsPolicyTextBlock |
Namespace Prefix: |
NGLD_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionRelated parties and transactions [policy text block]
+ References
+ Details
Name: |
NGLD_RelatedPartiesAndTransactionsPolicyTextBlock |
Namespace Prefix: |
NGLD_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_AccountingPoliciesAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).
+ References
+ Details
Name: |
us-gaap_BasisOfAccountingPolicyPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-1
+ Details
Name: |
us-gaap_CashAndCashEquivalentsPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for salaries, bonuses, incentive awards, postretirement and postemployment benefits granted to employees, including equity-based arrangements; discloses methodologies for measurement, and the bases for recognizing related assets and liabilities and recognizing and reporting compensation expense.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (b),(f(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_CompensationRelatedCostsPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example, common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. The accounting policy may also address the accounting treatment for intercompany accounts and transactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483426/235-10-50-4
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 810 -SubTopic 10 -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481203/810-10-50-1
+ Details
Name: |
us-gaap_ConsolidationPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for deferral and amortization of significant deferred charges.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(17)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_DeferredChargesPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-2
+ Details
Name: |
us-gaap_EarningsPerSharePolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for equity method of accounting for investments and other interests. Investment includes, but is not limited to, unconsolidated subsidiary, corporate joint venture, noncontrolling interest in real estate venture, limited partnership, and limited liability company. Information includes, but is not limited to, ownership percentage, reason equity method is or is not considered appropriate, and accounting policy election for distribution received.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (a)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 825 -SubTopic 10 -Section 50 -Paragraph 28 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-28
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 21D -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-21D
+ Details
Name: |
us-gaap_EquityMethodInvestmentsPolicy |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for determining the fair value of financial instruments.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 60 -Paragraph 1 -SubTopic 10 -Topic 820 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482053/820-10-60-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -SubTopic 10 -Topic 825 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482907/825-10-50-1
+ Details
Name: |
us-gaap_FairValueOfFinancialInstrumentsPolicy |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for recognizing and measuring the impairment of long-lived assets. An entity also may disclose its accounting policy for long-lived assets to be sold. This policy excludes goodwill and intangible assets.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SAB Topic 5.CC) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480091/360-10-S99-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 05 -Paragraph 4 -SubTopic 10 -Topic 360 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482338/360-10-05-4
+ Details
Name: |
us-gaap_ImpairmentOrDisposalOfLongLivedAssetsPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(h)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 17 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-17
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-9
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 25 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482525/740-10-45-25
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482525/740-10-45-28
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 19 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-19
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482765/220-10-50-1
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 20 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-20
+ Details
Name: |
us-gaap_IncomeTaxPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.
+ References
+ Details
Name: |
us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionDisclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-9
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-4
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (c) -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 11 -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-11
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Name Accounting Standards Codification -Section 50 -Paragraph 12 -SubTopic 10 -Topic 275 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-12
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482861/275-10-50-8
+ Details
Name: |
us-gaap_UseOfEstimates |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.0.1
RELATED PARTY TRANSACTIONS (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
Related Party Transactions [Abstract] |
|
SCHEDULE OF RELATED PARTY TRANSACTIONS |
Amounts
due to related parties at December 31, 2023 and 2022:
SCHEDULE OF RELATED PARTY TRANSACTIONS
| |
December
31, 2023 | | |
December
31, 2022 | |
Amounts
due to the 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. |
|
SCHEDULE OF TRANSACTIONS WITH ITS RELATED PARTIES |
During
the years ended December 31, 2023 and 2022, the Company had the following transactions with its related parties:
SCHEDULE OF TRANSACTIONS WITH ITS RELATED PARTIES
| |
| | | |
| | |
| |
Year
ended December
31, | |
| |
2023 | | |
2022 | |
Director
stock-based compensation incurred to the Chairman of the board, CFO and former CEO and President | |
$ | 330,039 | | |
$ | 330,039 | |
Director
stock-based compensation incurred to a director | |
| 164,608 | | |
| 164,608 | |
Director
stock-based compensation incurred to CEO, President, and director | |
| 493,824 | | |
| 493,824 | |
Officer
stock-based compensation incurred to VP of Operations | |
| 583,333 | | |
| - | |
Consulting
fees paid to a company controlled by the former CEO and director | |
| - | | |
| 20,000 | |
Geological
consulting fees paid to a company controlled by the CEO | |
| 51,000 | | |
| - | |
Total
related party transactions | |
$ | 1,622,804 | | |
$ | 1,008,471 | |
|
X |
- DefinitionSchedule of Transactions with its Related Parties [Table Text Block]
+ References
+ Details
Name: |
NGLD_ScheduleOfTransactionsWithItsRelatedPartiesTableTextBlock |
Namespace Prefix: |
NGLD_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of related party transactions. Examples of related party transactions include, but are not limited to, transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners and (d) affiliates.
+ References
+ Details
Name: |
us-gaap_ScheduleOfRelatedPartyTransactionsTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.0.1
MINERAL PROPERTY INTERESTS (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
Extractive Industries [Abstract] |
|
SCHEDULE OF MINERAL PROPERTY INTERESTS |
SCHEDULE
OF MINERAL PROPERTY INTERESTS
Property/Project | |
December
31, 2023 | | |
December
31, 2022 | |
Lazy
Claims | |
$ | - | | |
$ | - | |
Loman | |
| 10,395 | | |
| 10,395 | |
Agai-Pah | |
| 60,000 | | |
| 40,000 | |
Belshazzar | |
| 60,000 | | |
| 40,000 | |
Swales | |
| 60,000 | | |
| 40,000 | |
Olinghouse | |
| 240,000 | | |
| 240,000 | |
Palmetto
Project | |
| 350,000 | | |
| 350,000 | |
Total | |
$ | 780,395 | | |
$ | 720,395 | |
|
X |
- DefinitionSchedule of Mineral Property Interests [Table Text Block]
+ References
+ Details
Name: |
NGLD_ScheduleOfMineralPropertyInterestsTableTextBlock |
Namespace Prefix: |
NGLD_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.0.1
STOCKHOLDERS’ EQUITY (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
Equity [Abstract] |
|
SCHEDULE OF UNITS ISSUED IN THREE SEPARATE TRANCHES |
The
Units were issued in five separate tranches as follows:
SCHEDULE OF UNITS ISSUED IN THREE SEPARATE TRANCHES
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 | | |
| 22,694 | | |
| 2,221,939 | |
September
23, 2023 | |
| 2,218,222 | | |
| 1,774,578 | | |
| 69,098 | | |
| 17,442 | | |
| 1,705,480 | |
October
18, 2023 | |
| 4,958,717 | | |
| 3,966,974 | | |
| 134,270 | | |
| 38,936 | | |
| 3,832,704 | |
November
3, 2023 | |
| 2,003,366 | | |
| 1,602,693 | | |
| 84,955 | | |
| 15,730 | | |
| 1,517,738 | |
Total | |
| 12,499,343 | | |
$ | 9,999,475 | | |
$ | 401,461 | | |
$ | 98,206 | | |
$ | 9,598,014 | |
|
SCHEDULE OF CHANGES IN NUMBER OF WARRANTS OUTSTANDING |
The
changes in the number of warrants outstanding for the years ended December 31, 2023 and 2022, are as follows:
SCHEDULE OF CHANGES IN NUMBER OF WARRANTS OUTSTANDING
|
|
Year
ended
December 31, 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 |
|
|
12,499,343 |
|
|
$ |
1.20 |
|
|
|
- |
|
|
$ |
n/a
|
|
Warrants
issued - agent |
|
|
124,994 |
|
|
$ |
1.20 |
|
|
|
- |
|
|
$ |
n/a
|
|
Warrants
exercised |
|
|
(274,425 |
) |
|
$ |
1.20 |
|
|
|
- |
|
|
$ |
n/a
|
|
Warrants
outstanding, ending |
|
|
12,349,912 |
|
|
$ |
1.20 |
|
|
|
- |
|
|
$ |
n/a
|
|
|
SCHEDULE OF WARRANTS OUTSTANDING |
Details
of warrants outstanding as at December 31, 2023, are as follows:
SCHEDULE OF WARRANTS OUTSTANDING
Number
of warrants exercisable | | |
Expiry
date | |
Exercise
price | |
| 415,364 | | |
July
27, 2025 | |
$ | 1.20 | |
| 2,842,124 | | |
August
28, 2025 | |
$ | 1.20 | |
| 2,180,722 | | |
September
23, 2025 | |
$ | 1.20 | |
| 55,373 | (1) | |
September
23, 2028 | |
$ | 1.20 | |
| 4,811,342 | | |
October
18, 2025 | |
$ | 1.20 | |
| 1,975,366 | | |
November
3, 2025 | |
$ | 1.20 | |
| 69,621 | (1) | |
November
3, 2028 | |
$ | 1.20 | |
| 12,349,912 | | |
| |
| | |
|
SCHEDULE OF RECOGNIZED SHARE-BASED COMPENSATION |
During
the year ended December 31, 2023 and 2022, the Company recognized share-based compensation as follows:
SCHEDULE OF RECOGNIZED SHARE-BASED COMPENSATION
| |
2023 | | |
2022 | |
| |
Year
ended December
31, | |
| |
2023 | | |
2022 | |
Directors
and CEO | |
$ | 988,471 | | |
$ | 988,471 | |
Officer
– VP of Operations | |
| 583,333 | | |
| - | |
Consultants | |
| 388,890 | | |
| - | |
Total | |
$ | 1,960,694 | | |
$ | 988,471 | |
|
X |
- References
+ Details
Name: |
us-gaap_EquityAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of an equity-based arrangement (such as stock or unit options and stock or unit awards) with an individual employee, which is generally an employment contract between the entity and a selected officer or key employee containing a promise by the employer to pay certain equity-based awards at future dates, sometimes including a period after retirement, upon compliance with stipulated requirements. This type of arrangement is distinguished from broader based employee benefit plans as it is usually tailored to the employee. Disclosure also typically includes the amount of related compensation expense recognized during the reporting period, the number of shares or units issued during the period under such arrangements, and the carrying amount as of the balance sheet date of the related liability.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 710 -SubTopic 10 -Name Accounting Standards Codification -Section 30 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483043/710-10-30-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -SubTopic 10 -Topic 718 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 710 -SubTopic 10 -Section 55 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482943/710-10-55-8
+ Details
Name: |
us-gaap_ScheduleOfDeferredCompensationArrangementWithIndividualShareBasedPaymentsTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of activity for outstanding award under share-based payment arrangement excluding share and unit options and nonvested award.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (c)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_ScheduleOfOtherShareBasedCompensationActivityTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 718 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-1
+ Details
Name: |
us-gaap_ScheduleOfStockholdersEquityNoteWarrantsOrRightsTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of changes in the separate accounts comprising stockholders' equity (in addition to retained earnings) and of the changes in the number of shares of equity securities during at least the most recent annual fiscal period and any subsequent interim period presented is required to make the financial statements sufficiently informative if both financial position and results of operations are presented.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
+ Details
Name: |
us-gaap_ScheduleOfStockholdersEquityTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.0.1
PREPAID EXPENSES (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] |
|
SCHEDULE OF PREPAID EXPENSES |
Prepaid
expenses at December 31, 2023 and 2022:
SCHEDULE OF PREPAID EXPENSES
| |
December
31, 2023 | | |
December
31, 2022 | |
Prepaid
advertising and investor relations services | |
$ | 500,367 | | |
$ | 367 | |
Deferred
share issuance costs | |
| 36,625 | | |
| - | |
Prepaid
filing fees | |
| 1,417 | | |
| 1,462 | |
Prepaid
consulting fees | |
| 2,625 | | |
| 3,000 | |
Total | |
$ | 541,034 | | |
$ | 4,829 | |
|
X |
- DefinitionPrepaid Expenses [Table Text Block]
+ References
+ Details
Name: |
NGLD_PrepaidExpensesTableTextBlock |
Namespace Prefix: |
NGLD_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_DeferredCostsCapitalizedPrepaidAndOtherAssetsDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.0.1
INCOME TAXES (Tables)
|
12 Months Ended |
Dec. 31, 2023 |
Income Tax Disclosure [Abstract] |
|
SCHEDULE OF RECONCILIATION OF EXPECTED INCOME TAX EXPENSE |
A
reconciliation of the expected income tax expense to the actual income tax expense is as follows:
SCHEDULE OF RECONCILIATION OF EXPECTED INCOME TAX EXPENSE
| |
2023 | | |
2022 | |
Statutory
tax rate | |
| 21 | % | |
| 21 | % |
Expected
income tax recovery at statutory rate | |
| (557,539 | ) | |
| (326,771 | ) |
Non-deductible
expenditures | |
| 8,900 | | |
| 299,253 | |
Change
in valuation allowance | |
| 548,639 | | |
| 27,518 | |
Total
income tax expense | |
$ | - | | |
$ | - | |
|
SCHEDULE OF DEFERRED TAX ASSETS |
The
Company has the following deductible temporary differences:
SCHEDULE OF DEFERRED TAX ASSETS
| |
2023 | | |
2022 | |
Deferred
income tax assets | |
| | | |
| | |
Non-capital
loss carry-forward | |
$ | 313,022 | | |
$ | 197,276 | |
Equity
security | |
| 8,917 | | |
| - | |
Stock-based
compensation | |
| 411,746 | | |
| - | |
Total
deferred income tax assets | |
| 733,685 | | |
| 197,276 | |
Deferred
income tax liabilities | |
| | | |
| | |
Equity
security | |
| - | | |
| (12,230 | ) |
Less:
Valuation allowance | |
| (733,685 | ) | |
| (185,046 | ) |
Net
deferred income tax assets | |
$ | - | | |
$ | - | |
|
X |
- DefinitionTabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Paragraph 2 -Section 50 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-2
+ Details
Name: |
us-gaap_ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTabular disclosure of the reconciliation using percentage or dollar amounts of the reported amount of income tax expense attributable to continuing operations for the year to the amount of income tax expense that would result from applying domestic federal statutory tax rates to pretax income from continuing operations.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Paragraph 12 -Section 50 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-12
+ Details
Name: |
us-gaap_ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:textBlockItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.0.1
X |
- DefinitionDate when an entity was incorporated
+ References
+ Details
Name: |
dei_EntityIncorporationDateOfIncorporation |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
v3.24.0.1
X |
- DefinitionSecurities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 260 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482662/260-10-50-1
+ Details
Name: |
us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ References
+ Details
Name: |
us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis=us-gaap_RestrictedStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.0.1
SCHEDULE OF RELATED PARTY TRANSACTIONS (Details) - Related Party [Member] - USD ($)
|
Dec. 31, 2023 |
Dec. 31, 2022 |
Related Party Transaction [Line Items] |
|
|
|
Total related party payables |
|
$ 460,000
|
$ 477,031
|
Chairman of the board, Chief Financial Officer (CFO) and former Chief Executive Officer (CEO) and President [Member] |
|
|
|
Related Party Transaction [Line Items] |
|
|
|
Total related party payables |
[1] |
100,000
|
117,031
|
Company controlled by the Chairman of the board, CFO, and former CEO and President [Member] |
|
|
|
Related Party Transaction [Line Items] |
|
|
|
Total related party payables |
[1] |
$ 360,000
|
$ 360,000
|
|
|
X |
- DefinitionAmount of liabilities classified as other.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 830 -Name Accounting Standards Codification -Section 55 -Paragraph 12 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480167/946-830-55-12
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(12)(b)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(12)(b)(3)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(15)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(12)(b)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 942 -SubTopic 210 -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03.15) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
+ Details
Name: |
us-gaap_OtherLiabilities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
v3.24.0.1
SCHEDULE OF TRANSACTIONS WITH ITS RELATED PARTIES (Details) - USD ($)
|
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] |
|
|
Total related party transactions |
$ 1,622,804
|
$ 1,008,471
|
Chairman of the board, CFO and former CEO and President [Member] |
|
|
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] |
|
|
Total related party transactions |
330,039
|
330,039
|
Director [Member] |
|
|
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] |
|
|
Total related party transactions |
164,608
|
164,608
|
CEO President And Director [Member] |
|
|
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] |
|
|
Total related party transactions |
493,824
|
493,824
|
VP of Operations [Member] |
|
|
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] |
|
|
Total related party transactions |
583,333
|
|
Chief Executive Officer And Director Two [Member] | Consulting Fees [Member] |
|
|
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] |
|
|
Total related party transactions |
|
20,000
|
Chief Executive Officer Two [Member] | Geological Consulting Fees [Member] |
|
|
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] |
|
|
Total related party transactions |
$ 51,000
|
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ References
+ Details
Name: |
us-gaap_DeferredCompensationArrangementWithIndividualExcludingShareBasedPaymentsAndPostretirementBenefitsLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
srt_TitleOfIndividualAxis=srt_DirectorMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_TitleOfIndividualAxis=NGLD_CEOPresidentAndDirectorMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_TitleOfIndividualAxis=NGLD_VPOfOperationsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_TitleOfIndividualAxis=NGLD_ChiefExecutiveOfficerAndDirectorTwoMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_IncomeStatementLocationAxis=NGLD_ConsultingFeesMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_TitleOfIndividualAxis=NGLD_ChiefExecutiveOfficerTwoMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_IncomeStatementLocationAxis=NGLD_GeologicalConsultingFeesMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.0.1
SCHEDULE OF MINERAL PROPERTY INTERESTS (Details) - USD ($)
|
Dec. 31, 2023 |
Dec. 31, 2022 |
Reserve Quantities [Line Items] |
|
|
Total |
$ 780,395
|
$ 720,395
|
Lazy Cliams [Member] |
|
|
Reserve Quantities [Line Items] |
|
|
Total |
|
|
Loman [Member] |
|
|
Reserve Quantities [Line Items] |
|
|
Total |
10,395
|
10,395
|
Agai Pah [Member] |
|
|
Reserve Quantities [Line Items] |
|
|
Total |
60,000
|
40,000
|
Belshazzar [Member] |
|
|
Reserve Quantities [Line Items] |
|
|
Total |
60,000
|
40,000
|
Swales [Member] |
|
|
Reserve Quantities [Line Items] |
|
|
Total |
60,000
|
40,000
|
Oling house [Member] |
|
|
Reserve Quantities [Line Items] |
|
|
Total |
240,000
|
240,000
|
Palmetto Project [Member] |
|
|
Reserve Quantities [Line Items] |
|
|
Total |
$ 350,000
|
$ 350,000
|
X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 932 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482274/932-235-50-8
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 932 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482274/932-235-50-6
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 932 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482274/932-235-50-4
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 932 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482274/932-235-50-5
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 932 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482274/932-235-50-9
Reference 6: http://www.xbrl.org/2003/role/exampleRef -Topic 932 -SubTopic 235 -Name Accounting Standards Codification -Section 55 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482245/932-235-55-2
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 932 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482274/932-235-50-7
+ Details
Name: |
srt_ReserveQuantitiesLineItems |
Namespace Prefix: |
srt_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionMineral properties, net of adjustments.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -SubTopic 10 -Topic 360 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482099/360-10-50-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 932 -SubTopic 360 -Name Accounting Standards Codification -Section 25 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482479/932-360-25-7
+ Details
Name: |
us-gaap_MineralPropertiesNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- Details
Name: |
dei_LegalEntityAxis=NGLD_LazyCliamsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_LegalEntityAxis=NGLD_LomanMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_LegalEntityAxis=NGLD_AgaiPahMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_LegalEntityAxis=NGLD_BelshazzarMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_LegalEntityAxis=NGLD_SwalesMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_LegalEntityAxis=NGLD_OlinghouseMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_LegalEntityAxis=NGLD_PalmettoProjectMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.0.1
MINERAL PROPERTY INTERESTS (Details Narrative)
|
|
|
|
|
|
|
|
|
|
|
|
1 Months Ended |
12 Months Ended |
Feb. 16, 2024
USD ($)
|
Mar. 14, 2023
USD ($)
|
Dec. 23, 2022
USD ($)
|
Feb. 07, 2022
USD ($)
|
Jan. 27, 2022 |
Dec. 27, 2021
$ / shares
|
Dec. 27, 2021
USD ($)
$ / shares
|
Dec. 18, 2021
USD ($)
|
Dec. 17, 2021
$ / shares
|
Jun. 04, 2021
USD ($)
|
May 19, 2021
USD ($)
ft²
Integer
|
Aug. 02, 2017
USD ($)
|
Dec. 31, 2019
USD ($)
Integer
|
Dec. 31, 2023
USD ($)
|
Dec. 31, 2022
USD ($)
|
Reserve Quantities [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments to acquire mineral interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 60,000
|
$ 450,000
|
Olinghouse Project Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserve Quantities [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments to acquire rights of the property |
|
|
|
|
|
|
|
|
|
|
|
|
|
1.00%
|
|
Cash option payment to acquire royalty interest |
|
|
$ 40,000
|
|
|
|
|
$ 200,000
|
|
|
|
|
|
|
|
Olinghouse Project Agreement [Member] | Target Minerals Inc [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserve Quantities [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity method investment, ownership percentage |
|
|
|
|
|
|
|
|
100.00%
|
|
|
|
|
|
|
Olinghouse Project Agreement [Member] | Target Minerals Inc [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserve Quantities [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description of current status of project |
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
|
|
Aquisition of net smelter royalty, description |
|
|
|
|
|
|
|
|
the Olinghouse
Option period, 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.
|
|
|
|
|
|
|
Olinghouse Project Agreement [Member] | Target Minerals Inc [Member] | Volume Weighted Average Price [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserve Quantities [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase price per share | $ / shares |
|
|
|
|
|
$ 1.25
|
$ 1.25
|
|
$ 1.25
|
|
|
|
|
|
|
Palmetto Project Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserve Quantities [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments to acquire rights of the property |
|
|
|
|
|
|
|
|
|
|
|
|
|
2.00%
|
|
Description of current status of project |
|
|
|
|
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.
|
|
|
|
|
|
|
|
|
|
|
Palmetto Project Agreement [Member] | Smooth rock Venture LLC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserve Quantities [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net smelter returns royalty percentage |
|
|
|
|
2.00%
|
|
|
|
|
|
|
|
|
|
|
One-time cash payment |
|
|
|
$ 350,000
|
|
|
|
|
|
|
|
|
|
|
|
Lease Agreement [Member] | Tarsis Resources US Inc [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserve Quantities [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments to acquire rights of the property |
|
|
|
|
|
|
|
|
|
|
|
2.00%
|
|
|
|
Lease description |
|
|
|
|
|
|
|
|
|
|
|
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.
|
|
|
|
Extension agreement term |
|
|
|
|
|
|
|
|
|
|
|
10 years
|
|
|
|
Initial cash payment of lease |
|
|
|
|
|
|
|
|
|
|
|
$ 1,000
|
|
|
|
Lease payable |
|
|
|
|
|
|
|
|
|
|
|
2,000
|
|
|
|
Lazy Claims Agreement [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserve Quantities [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual minimum payment |
|
|
|
|
|
|
|
|
|
|
|
$ 2,000
|
|
$ 2,000
|
2,000
|
Payments to acquire mining assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,543
|
2,543
|
Minimum mineral property interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
543
|
543
|
Loman Claims [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserve Quantities [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments to acquire mining assets |
|
|
|
|
|
|
|
|
|
|
|
|
$ 10,395
|
4,791
|
4,791
|
Number of mining properties acquired | Integer |
|
|
|
|
|
|
|
|
|
|
|
|
27
|
|
|
Agai Pah Property Agreement [Member] | MSM Resource LLC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserve Quantities [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments to acquire mining assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
3,552
|
3,552
|
Description of current status of project |
|
|
|
|
|
|
|
|
|
|
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”).
|
|
|
|
|
Number of mining properties unpatented | Integer |
|
|
|
|
|
|
|
|
|
|
20
|
|
|
|
|
Area of land | ft² |
|
|
|
|
|
|
|
|
|
|
400
|
|
|
|
|
Payments to acquire mineral interest |
|
|
|
|
|
|
|
|
|
|
$ 750,000
|
|
|
20,000
|
|
Annual payments |
|
|
|
|
|
|
|
|
|
|
$ 20,000
|
|
|
|
|
Option to acquire property, description |
|
|
|
|
|
|
|
|
|
|
The Company has
the exclusive option and right to acquire 100% ownership of the Agai-Pah Property (the “Agai-Pah Purchase Option”).
|
|
|
|
|
Percentage of ownership property |
|
|
|
|
|
|
|
|
|
|
100.00%
|
|
|
|
|
Agai Pah Property Agreement [Member] | Belshazzar Holdings LLC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserve Quantities [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Description of current status of project |
|
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
Payments to acquire mineral interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
20,000
|
|
Percentage of ownership property |
|
|
|
|
|
|
|
|
|
100.00%
|
|
|
|
|
|
Belshazzar Property Agreement [Member] | Belshazzar Holdings LLC [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserve Quantities [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments to acquire rights of the property |
|
|
|
|
|
|
|
|
|
1.00%
|
|
|
|
|
|
Payments to acquire mining assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,825
|
2,660
|
Description of current status of project |
|
|
|
|
|
|
|
|
|
200
|
|
|
|
|
|
Payments to acquire mineral interest |
|
|
|
|
|
|
|
|
|
$ 800,000
|
|
|
|
|
|
Annual payments |
|
|
|
|
|
|
|
|
|
$ 20,000
|
|
|
|
|
|
Option to acquire property, description |
|
|
|
|
|
|
|
|
|
The Company
has the exclusive option and right to acquire 100% ownership of the Belshazzar Property (the “Belshazzar Purchase Option”).
|
|
|
|
|
|
Extension of agreement, description |
|
|
|
|
|
|
|
|
|
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.
|
|
|
|
|
|
Swales Property Agreement [Member] | Wright Parks III [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserve Quantities [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity method investment, ownership percentage |
|
|
|
|
|
100.00%
|
100.00%
|
|
|
|
|
|
|
|
|
Swales Property Agreement [Member] | Wright Parks III [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserve Quantities [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments to acquire mining assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 7,092
|
$ 7,092
|
Description of current status of project |
|
|
|
|
|
|
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”).
|
|
|
|
|
|
|
|
|
Payments to acquire mineral interest |
|
$ 20,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual payments |
|
|
|
|
|
|
$ 20,000
|
|
|
|
|
|
|
|
|
Extension of agreement, description |
|
|
|
|
|
|
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.
|
|
|
|
|
|
|
|
|
Business combination, consideration initial cash payment |
|
|
|
|
|
|
$ 20,000
|
|
|
|
|
|
|
|
|
Noncontrolling interest, description |
|
|
|
|
|
|
The
Company has the exclusive option and right to acquire 100%
ownership of the Swales Property (the “Swales Purchase Option”).
|
|
|
|
|
|
|
|
|
Payments to acquire equity method investments |
|
|
|
|
|
|
$ 750,000
|
|
|
|
|
|
|
|
|
Swales Property Agreement [Member] | Wright Parks III [Member] | Subsequent Event [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserve Quantities [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments to acquire mineral interest |
$ 20,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Target Minerals Inc [Member] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reserve Quantities [Line Items] |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of acquire interest |
|
|
|
|
|
|
|
|
|
|
|
|
|
100.00%
|
|
X |
- DefinitionExclusive option issued to acquire property description.
+ References
+ Details
Name: |
NGLD_ExclusiveOptionIssuedToAcquirePropertyDescription |
Namespace Prefix: |
NGLD_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionExtension of agreement description.
+ References
+ Details
Name: |
NGLD_ExtensionOfAgreementDescription |
Namespace Prefix: |
NGLD_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionInitial cash payment of lease.
+ References
+ Details
Name: |
NGLD_InitialCashPaymentOfLease |
Namespace Prefix: |
NGLD_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionMinimum mineral property interest.
+ References
+ Details
Name: |
NGLD_MinimumMineralPropertyInterest |
Namespace Prefix: |
NGLD_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionNet smelter returns royalty percentage.
+ References
+ Details
Name: |
NGLD_NetSmelterReturnsRoyaltyPercentage |
Namespace Prefix: |
NGLD_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNet smelter royalty description.
+ References
+ Details
Name: |
NGLD_NetSmelterRoyaltyDescription |
Namespace Prefix: |
NGLD_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of mining properties acquired.
+ References
+ Details
Name: |
NGLD_NumberOfMiningPropertiesAcquired |
Namespace Prefix: |
NGLD_ |
Data Type: |
xbrli:integerItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of mining properties unpatented.
+ References
+ Details
Name: |
NGLD_NumberOfMiningPropertiesUnpatented |
Namespace Prefix: |
NGLD_ |
Data Type: |
xbrli:integerItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionPercentage ownership of property.
+ References
+ Details
Name: |
NGLD_PercentageOwnershipOfProperty |
Namespace Prefix: |
NGLD_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 932 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482274/932-235-50-8
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 932 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482274/932-235-50-6
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 932 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482274/932-235-50-4
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 932 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482274/932-235-50-5
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 932 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 9 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482274/932-235-50-9
Reference 6: http://www.xbrl.org/2003/role/exampleRef -Topic 932 -SubTopic 235 -Name Accounting Standards Codification -Section 55 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482245/932-235-55-2
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 932 -SubTopic 235 -Name Accounting Standards Codification -Section 50 -Paragraph 7 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482274/932-235-50-7
+ Details
Name: |
srt_ReserveQuantitiesLineItems |
Namespace Prefix: |
srt_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPercentage of voting equity interests acquired at the acquisition date in the business combination.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 805 -SubTopic 10 -Section 50 -Paragraph 2 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479328/805-10-50-2
+ Details
Name: |
us-gaap_BusinessAcquisitionPercentageOfVotingInterestsAcquired |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionAmount of consideration transferred, consisting of acquisition-date fair value of assets transferred by the acquirer, liabilities incurred by the acquirer, and equity interest issued by the acquirer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 30 -Paragraph 8 -SubTopic 30 -Topic 805 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479637/805-30-30-8
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (b) -SubTopic 30 -Topic 805 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479581/805-30-50-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 30 -Paragraph 7 -SubTopic 30 -Topic 805 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479637/805-30-30-7
+ Details
Name: |
us-gaap_BusinessCombinationConsiderationTransferred1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionA description of the current status of the significant properties or projects involved that have been excluded from amortization because the existence of oil and gas reserves has not been proved.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 932 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-10(c)(7)(ii)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479664/932-10-S99-1
+ Details
Name: |
us-gaap_DescriptionOfCurrentStatusOfProject |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe percentage of ownership of common stock or equity participation in the investee accounted for under the equity method of accounting.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 323 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481687/323-10-50-3
+ Details
Name: |
us-gaap_EquityMethodInvestmentOwnershipPercentage |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionDescription of lessee's operating lease.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147478964/842-20-50-3
+ Details
Name: |
us-gaap_LesseeOperatingLeaseDescription |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of lessee's undiscounted obligation for lease payment for operating lease.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147478964/842-20-50-6
+ Details
Name: |
us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionTerm of lessee's operating lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Subparagraph (a)(3) -Publisher FASB -URI https://asc.fasb.org//1943274/2147478964/842-20-50-3
+ Details
Name: |
us-gaap_LesseeOperatingLeaseTermOfContract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionDescription of noncontrolling interest which might include background information, terms of the ownership arrangement, and type and terms of equity interest owned by the noncontrolling interest holders.
+ References
+ Details
Name: |
us-gaap_MinorityInterestDescription |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of cash outflow from operating lease, excluding payments to bring another asset to condition and location necessary for its intended use.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 45 -Paragraph 5 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479041/842-20-45-5
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 842 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Subparagraph (g)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147478964/842-20-50-4
+ Details
Name: |
us-gaap_OperatingLeasePayments |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cash outflow associated with the purchase of or advances to an equity method investments, which are investments in joint ventures and entities in which the entity has an equity ownership interest normally of 20 to 50 percent and exercises significant influence.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 13 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-13
+ Details
Name: |
us-gaap_PaymentsToAcquireEquityMethodInvestments |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cash outflow from the acquisition of a mineral right which is the right to extract a mineral from the earth or to receive payment, in the form of royalty, for the extraction of minerals.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 13 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-13
+ Details
Name: |
us-gaap_PaymentsToAcquireMineralRights |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cash outflow from the purchase of mining and mining related assets during the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 13 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-13
+ Details
Name: |
us-gaap_PaymentsToAcquireMiningAssets |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cash outflow from the purchase of royalty interests in mining properties is the amount of cash the mineral producer pays the owner of the mine or mineral resource.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 13 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-13
+ Details
Name: |
us-gaap_PaymentsToAcquireRoyaltyInterestsInMiningProperties |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionPer share or per unit amount of equity securities issued.
+ References
+ Details
Name: |
us-gaap_SharesIssuedPricePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=NGLD_OlinghouseProjectAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis=NGLD_TargetMineralsIncMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_LegalEntityAxis=NGLD_TargetMineralsIncMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_AwardTypeAxis=NGLD_VolumeWeightedAveragePriceMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=NGLD_PalmettoProjectAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis=NGLD_SmoothrockVentureLLCMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=NGLD_LeaseAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_LegalEntityAxis=NGLD_TarsisResourcesUSIncMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=NGLD_LazyClaimsAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=NGLD_LomanClaimsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=NGLD_AgaiPahPropertyAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_LegalEntityAxis=NGLD_MSMResourceLLCMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_LegalEntityAxis=NGLD_BelshazzarHoldingsLLCMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=NGLD_BelshazzarPropertyAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_TypeOfArrangementAxis=NGLD_SwalesPropertyAgreementMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_ScheduleOfEquityMethodInvestmentEquityMethodInvesteeNameAxis=NGLD_WrightParksIIIMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
dei_LegalEntityAxis=NGLD_WrightParksIIIMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_SubsequentEventTypeAxis=us-gaap_SubsequentEventMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_BusinessAcquisitionAxis=NGLD_TargetMineralsIncMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.0.1
INVESTMENT IN EQUITY SECURITY (Details Narrative) - USD ($)
|
6 Months Ended |
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Realized gain on equity investments |
|
|
$ 211,530
|
Walker River Resources Corp [Member] |
|
|
|
Shares held as investment |
511,750
|
511,750
|
511,750
|
Fair value of equity investments |
$ 56,105
|
$ 56,105
|
$ 156,805
|
Gain/loss on equity investment |
$ 100,700
|
|
$ 241,513
|
Common stock shares |
|
|
1,171,083
|
Net proceeds from sale of common stock |
|
|
$ 614,656
|
Realized gain on equity investments |
|
|
$ 211,530
|
X |
- DefinitionAmount of gain (loss) on sale or disposal of an equity method investment.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(b)(7)(c)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03(b)(9)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_EquityMethodInvestmentRealizedGainLossOnDisposal |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionFair value portion of investments accounted under the equity method.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2E -Publisher FASB -URI https://asc.fasb.org//1943274/2147482106/820-10-50-2E
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482106/820-10-50-2
Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (h) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482106/820-10-50-2
Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(12)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_EquityMethodInvestmentsFairValueDisclosure |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of unrealized gain (loss) on investment in equity security measured at fair value with change in fair value recognized in net income (FV-NI).
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 944 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-04(3)(d)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 321 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 4 -Publisher FASB -URI https://asc.fasb.org//1943274/2147479536/321-10-50-4
+ Details
Name: |
us-gaap_EquitySecuritiesFvNiUnrealizedGainLoss |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares of investment owned.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480524/946-210-50-6
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section 55 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480493/946-210-55-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section 50 -Paragraph 1 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480524/946-210-50-1
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.12-12(Column B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-1
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.12-12B(Column B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-3
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 320 -Name Accounting Standards Codification -Section S99 -Paragraph 6 -Subparagraph (SX 210.12-14(Column B)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480032/946-320-S99-6
+ Details
Name: |
us-gaap_InvestmentOwnedBalanceShares |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionCash received on stock transaction after deduction of issuance costs.
+ References
+ Details
Name: |
us-gaap_SaleOfStockConsiderationReceivedOnTransaction |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe number of shares issued or sold by the subsidiary or equity method investee per stock transaction.
+ References
+ Details
Name: |
us-gaap_SaleOfStockNumberOfSharesIssuedInTransaction |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
dei_LegalEntityAxis=NGLD_WalkerRiverResourcesCorpMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.0.1
SCHEDULE OF UNITS ISSUED IN THREE SEPARATE TRANCHES (Details) - USD ($)
|
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
Share issuance costs - cash |
$ 403,963
|
|
Share-Based Payment Arrangement, Tranche Three [Member] |
|
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
Number of units issued |
12,499,343
|
|
Gross proceeds |
$ 9,999,475
|
|
Share issuance costs - cash |
401,461
|
|
Share issuance costs - agent warrants |
98,206
|
|
Net proceeds |
$ 9,598,014
|
|
Share-Based Payment Arrangement, Tranche Three [Member] | July 27, 2023 [Member] |
|
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
Effective date |
Jul. 27, 2023
|
|
Number of units issued |
432,914
|
|
Gross proceeds |
$ 346,331
|
|
Share issuance costs - cash |
26,178
|
|
Share issuance costs - agent warrants |
3,404
|
|
Net proceeds |
$ 320,153
|
|
Share-Based Payment Arrangement, Tranche Three [Member] | August 28, 2023 [Member] |
|
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
Effective date |
Aug. 28, 2023
|
|
Number of units issued |
2,886,124
|
|
Gross proceeds |
$ 2,308,899
|
|
Share issuance costs - cash |
86,960
|
|
Share issuance costs - agent warrants |
22,694
|
|
Net proceeds |
$ 2,221,939
|
|
Share-Based Payment Arrangement, Tranche Three [Member] | September 23, 2023 [Member] |
|
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
Effective date |
Sep. 23, 2023
|
|
Number of units issued |
2,218,222
|
|
Gross proceeds |
$ 1,774,578
|
|
Share issuance costs - cash |
69,098
|
|
Share issuance costs - agent warrants |
17,442
|
|
Net proceeds |
$ 1,705,480
|
|
Share-Based Payment Arrangement, Tranche Three [Member] | October Eighteen Twenty Twenty Three [Member] |
|
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
Effective date |
Oct. 18, 2023
|
|
Number of units issued |
4,958,717
|
|
Gross proceeds |
$ 3,966,974
|
|
Share issuance costs - cash |
134,270
|
|
Share issuance costs - agent warrants |
38,936
|
|
Net proceeds |
$ 3,832,704
|
|
Share-Based Payment Arrangement, Tranche Three [Member] | November Three Twenty Twenty Three [Member] |
|
|
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] |
|
|
Effective date |
Nov. 03, 2023
|
|
Number of units issued |
2,003,366
|
|
Gross proceeds |
$ 1,602,693
|
|
Share issuance costs - cash |
84,955
|
|
Share issuance costs - agent warrants |
15,730
|
|
Net proceeds |
$ 1,517,738
|
|
X |
- References
+ Details
Name: |
NGLD_GrossProceedsFromIssuanceOrSaleOfEquity |
Namespace Prefix: |
NGLD_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionShare issuance costs – agent warrants
+ References
+ Details
Name: |
NGLD_PaymentsOfStockIssuanceCostsAgentWarrants |
Namespace Prefix: |
NGLD_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionDate the warrants or rights are exercisable, in YYYY-MM-DD format.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-3
+ Details
Name: |
us-gaap_ClassOfWarrantOrRighstDateFromWhichWarrantsOrRightsExercisable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe cash outflow for cost incurred directly with the issuance of an equity security.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 15 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-15
+ Details
Name: |
us-gaap_PaymentsOfStockIssuanceCosts |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow from the issuance of common stock, preferred stock, treasury stock, stock options, and other types of equity.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 14 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-14
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(i)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3
+ Details
Name: |
us-gaap_ProceedsFromIssuanceOrSaleOfEquity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 35 -Paragraph 1D -Publisher FASB -URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 35 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480483/718-10-35-3
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 5: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(3) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 6: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 7: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(ii) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 8: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iii) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 9: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iv) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 10: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iv)(01) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 11: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iv)(02) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 12: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iv)(03) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 13: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iv)(04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 14: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(2)(i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 15: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(2)(ii) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 16: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(2)(iii) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 17: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(2)(iii)(01) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 18: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(2)(iii)(02) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 19: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(2)(iii)(03) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 20: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (d)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 21: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (d)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 22: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (e)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 23: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (e)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 24: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (f)(2)(i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 25: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (f)(2)(ii) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 26: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (f)(2)(iii) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 27: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (f)(2)(iv) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 28: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (f)(2)(v) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of shares of stock issued as of the balance sheet date, including shares that had been issued and were previously outstanding but which are now held in the treasury.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
+ Details
Name: |
us-gaap_SharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_VestingAxis=us-gaap_ShareBasedCompensationAwardTrancheThreeMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_AwardDateAxis=NGLD_JulyTwentySevenTwentyTwentyThreeMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_AwardDateAxis=NGLD_AugustTwentyEightTwentyTwentyThreeMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_AwardDateAxis=NGLD_SeptemberTwentyThreeTwentyTwentyThreeMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_AwardDateAxis=NGLD_OctoberEighteenTwentyTwentyThreeMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_AwardDateAxis=NGLD_NovemberThreeTwentyTwentyThreeMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.0.1
SCHEDULE OF CHANGES IN NUMBER OF WARRANTS OUTSTANDING (Details) - $ / shares
|
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Equity [Abstract] |
|
|
Number of warrants outstanding, beginning |
|
|
Weighted average exercise price, warrants outstanding, beginning |
|
|
Number of warrants issued - offering |
12,499,343
|
|
Weighted average exercise price, warrants issued - offering |
$ 1.20
|
|
Number of warrants issued - agent |
124,994
|
|
Weighted average exercise price, warrants issued - offering |
$ 1.20
|
|
Number of warrants exercised |
(274,425)
|
|
Weighted average exercise price, warrants exercised |
$ 1.20
|
|
Number of warrants outstanding, ending |
12,349,912
|
|
Weighted average exercise price, warrants outstanding, ending |
$ 1.20
|
|
X |
- DefinitionWeighted average exercise price, warrants exercised.
+ References
+ Details
Name: |
NGLD_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsExercisedInPeriodIntrinsicValue |
Namespace Prefix: |
NGLD_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionWeighted average exercise price, warrants issued - agent
+ References
+ Details
Name: |
NGLD_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsWarrantsIssuedInPeriodIntrinsicValue |
Namespace Prefix: |
NGLD_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_EquityAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPer share or unit weighted-average intrinsic value of award granted under share-based payment arrangement. Excludes share and unit options.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(2)(iii)(01) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodIntrinsicValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPer share or unit weighted-average intrinsic value of nonvested award under share-based payment arrangement. Excludes share and unit options.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(2)(i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(2)(ii) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedIntrinsicValue |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of non-option equity instruments exercised by participants.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iv)(2) -SubTopic 10 -Topic 718 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsExercised |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNet number of non-option equity instruments granted to participants.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(iv)(1) -SubTopic 10 -Topic 718 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsGranted |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionOther increase (decrease) in number of shares reserved for issuance under non-option equity instrument agreements that is not separately disclosed.
+ References
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOther |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of equity instruments other than options outstanding, including both vested and non-vested instruments.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(i) -SubTopic 10 -Topic 718 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(ii) -SubTopic 10 -Topic 718 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
v3.24.0.1
SCHEDULE OF WARRANTS OUTSTANDING (Details) - $ / shares
|
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] |
|
|
|
|
Number of warrants exercisable |
|
12,349,912
|
|
|
Exercise price |
|
$ 1.20
|
|
|
Exercise Price Range One [Member] |
|
|
|
|
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] |
|
|
|
|
Number of warrants exercisable |
|
415,364
|
|
|
Expiry date |
|
Jul. 27, 2025
|
|
|
Exercise price |
|
$ 1.20
|
|
|
Exercise Price Range Two [Member] |
|
|
|
|
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] |
|
|
|
|
Number of warrants exercisable |
|
2,842,124
|
|
|
Expiry date |
|
Aug. 28, 2025
|
|
|
Exercise price |
|
$ 1.20
|
|
|
Exercise Price Range Three [Member] |
|
|
|
|
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] |
|
|
|
|
Number of warrants exercisable |
|
2,180,722
|
|
|
Expiry date |
|
Sep. 23, 2025
|
|
|
Exercise price |
|
$ 1.20
|
|
|
Exercise Price Range Four [Member] |
|
|
|
|
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] |
|
|
|
|
Number of warrants exercisable |
[1] |
55,373
|
|
|
Expiry date |
|
Sep. 23, 2028
|
|
|
Exercise price |
|
$ 1.20
|
|
|
Exercise Price Range Five [Member] |
|
|
|
|
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] |
|
|
|
|
Number of warrants exercisable |
|
4,811,342
|
|
|
Expiry date |
|
Oct. 18, 2025
|
|
|
Exercise price |
|
$ 1.20
|
|
|
Exercise Price Range Six [Member] |
|
|
|
|
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] |
|
|
|
|
Number of warrants exercisable |
|
1,975,366
|
|
|
Expiry date |
|
Nov. 03, 2025
|
|
|
Exercise price |
|
$ 1.20
|
|
|
Exercise Price Range Seven [Member] |
|
|
|
|
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] |
|
|
|
|
Number of warrants exercisable |
[1] |
69,621
|
|
|
Expiry date |
|
Nov. 03, 2028
|
|
|
Exercise price |
|
$ 1.20
|
|
|
|
|
X |
- DefinitionExercise price per share or per unit of warrants or rights outstanding.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-3
+ Details
Name: |
us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of equity instruments other than options outstanding, including both vested and non-vested instruments.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(i) -SubTopic 10 -Topic 718 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c)(1)(ii) -SubTopic 10 -Topic 718 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingNumber |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ References
+ Details
Name: |
us-gaap_ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionExpiration date of outstanding warrant and right embodying unconditional obligation requiring redemption by transferring asset at specified or determinable date or upon event certain to occur, in YYYY-MM-DD format.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482106/820-10-50-2
+ Details
Name: |
us-gaap_WarrantsAndRightsOutstandingMaturityDate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- Details
Name: |
us-gaap_ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansByExercisePriceRangeAxis=NGLD_ExercisePriceRangeOneMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansByExercisePriceRangeAxis=NGLD_ExercisePriceRangeTwoMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansByExercisePriceRangeAxis=NGLD_ExercisePriceRangeThreeMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansByExercisePriceRangeAxis=NGLD_ExercisePriceRangeFourMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansByExercisePriceRangeAxis=NGLD_ExercisePriceRangeFiveMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansByExercisePriceRangeAxis=NGLD_ExercisePriceRangeSixMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansByExercisePriceRangeAxis=NGLD_ExercisePriceRangeSevenMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.0.1
SCHEDULE OF RECOGNIZED SHARE-BASED COMPENSATION (Details) - USD ($)
|
|
12 Months Ended |
Feb. 24, 2023 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] |
|
|
|
Total |
|
$ 1,960,694
|
$ 988,471
|
Director And Chief Executive Officer [Member] |
|
|
|
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] |
|
|
|
Total |
|
988,471
|
988,471
|
Officer [Member] |
|
|
|
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] |
|
|
|
Total |
$ 1,400,000
|
583,333
|
|
Consultants [Member] |
|
|
|
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] |
|
|
|
Total |
|
$ 388,890
|
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ References
+ Details
Name: |
us-gaap_DeferredCompensationArrangementWithIndividualExcludingShareBasedPaymentsAndPostretirementBenefitsLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of noncash expense for share-based payment arrangement.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_ShareBasedCompensation |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- Details
Name: |
srt_TitleOfIndividualAxis=NGLD_DirectorAndChiefExecutiveOfficerMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_TitleOfIndividualAxis=srt_OfficerMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_TitleOfIndividualAxis=NGLD_ConsultantsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.0.1
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)
|
|
|
|
|
9 Months Ended |
12 Months Ended |
Mar. 11, 2024 |
Feb. 24, 2023 |
Oct. 31, 2022 |
Dec. 30, 2021 |
Sep. 30, 2023 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
Common stock par value |
|
|
|
|
|
$ 0.0001
|
$ 0.0001
|
|
Common stock, shares authorized |
|
|
|
|
|
100,000,000
|
100,000,000
|
|
Preferred stock par value |
|
|
|
|
|
$ 0.0001
|
$ 0.0001
|
|
Preferred stock, shares authorized |
|
|
|
|
|
10,000,000
|
10,000,000
|
|
Voting rights |
|
|
|
|
|
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.
|
|
|
Warrants exercisable price |
|
|
|
|
|
$ 1.20
|
|
|
Warrants expire term |
|
|
|
|
|
24 months
|
|
|
Proceeds from warrant exercises |
|
|
|
|
|
$ 347,310
|
|
|
Convert amount |
|
|
$ 897,113
|
|
|
|
|
$ 20,000
|
Convert shares |
|
|
2,392,301
|
|
|
|
|
|
Debt conversion price |
|
|
$ 0.375
|
|
|
|
|
|
Issued date |
|
|
Nov. 07, 2022
|
|
|
|
|
|
Weighted average life of warrants |
|
|
|
|
|
1 year 9 months 14 days
|
|
|
Stock based compensation |
|
|
|
|
|
$ 1,960,694
|
988,471
|
|
Director [Member] |
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
Number of shares issued |
|
|
|
6,005,000
|
|
|
|
|
Stock based compensation, vesting |
|
|
|
3 years
|
|
12 months
|
|
|
Stock based compensation |
|
|
|
$ 2,965,413
|
|
|
|
|
Share price |
|
|
|
$ 0.4938
|
|
|
|
|
Shares vested |
|
|
|
|
|
4,003,333
|
|
|
Shares unvested |
|
|
|
|
|
2,001,667
|
|
|
Shares not yet recognized |
|
|
|
|
|
$ 988,471
|
|
|
Officer [Member] |
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
Number of shares issued |
|
|
|
|
|
833,333
|
|
|
Stock based compensation, vesting |
|
|
|
|
|
1 year 1 month 28 days
|
|
|
Stock based compensation |
|
$ 1,400,000
|
|
|
|
$ 583,333
|
|
|
Share price |
|
$ 0.70
|
|
|
|
|
|
|
Shares not yet recognized |
|
|
|
|
|
$ 816,667
|
|
|
Number of shares committed to issue |
|
2,000,000
|
|
|
|
|
|
|
Consultant [Member] |
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
Number of shares issued |
|
|
|
|
|
555,556
|
|
|
Stock based compensation, vesting |
|
|
|
|
|
2 years 1 month 28 days
|
|
|
Stock based compensation |
|
$ 1,400,000
|
|
|
|
|
|
|
Share price |
|
$ 0.70
|
|
|
|
|
|
|
Shares not yet recognized |
|
|
|
|
|
$ 1,011,110
|
|
|
Number of shares committed to issue |
|
2,000,000
|
|
|
|
|
|
|
Common Stock [Member] |
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
Number of shares issued |
|
|
|
|
|
12,499,343
|
|
|
Shares issued |
|
|
|
|
|
274,425
|
|
|
Total gross proceeds |
|
|
|
|
|
$ 329,310
|
|
|
Deferred share issuance cost |
|
|
|
|
|
$ 2,500
|
|
|
Common Stock [Member] | Subsequent Event [Member] |
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
Number of shares issued |
81,950
|
|
|
|
|
|
|
|
Agent Warrants [Member] |
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
Warrants exercisable price |
|
|
|
|
|
$ 1.20
|
|
|
Warrants expire term |
|
|
|
|
|
5 years
|
|
|
Share issuance costs of cash and agent warrants |
|
|
|
|
|
$ 499,667
|
|
|
Share issuance costs |
|
|
|
|
|
$ 98,206
|
|
|
Warrants issued |
|
|
|
|
|
124,994
|
|
|
Expected life |
|
|
|
|
|
5 years
|
|
|
Expected dividend yield |
|
|
|
|
|
|
|
|
Agent Warrants [Member] | Minimum [Member] |
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
Risk-free interest rate |
|
|
|
|
|
4.49%
|
|
|
Expected share price volatility rate |
|
|
|
|
|
214.00%
|
|
|
Agent Warrants [Member] | Maximum [Member] |
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
Risk-free interest rate |
|
|
|
|
|
4.57%
|
|
|
Expected share price volatility rate |
|
|
|
|
|
216.00%
|
|
|
IPO [Member] |
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
Number of shares issued |
|
|
|
|
|
12,499,343
|
|
|
IPO [Member] | Common Stock [Member] |
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
Proceeds from warrant exercises |
|
|
|
|
|
$ 18,000
|
|
|
IPO [Member] | Common Stock [Member] | Subsequent Event [Member] |
|
|
|
|
|
|
|
|
Subsidiary, Sale of Stock [Line Items] |
|
|
|
|
|
|
|
|
Proceeds from warrant exercises |
$ 98,340
|
|
|
|
|
|
|
|
X |
- DefinitionNumber of shares committed to issue.
+ References
+ Details
Name: |
NGLD_NumberOfSharesCommittedToIssue |
Namespace Prefix: |
NGLD_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionShare issuance costs – agent warrants
+ References
+ Details
Name: |
NGLD_PaymentsOfStockIssuanceCostsAgentWarrants |
Namespace Prefix: |
NGLD_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionShare issuance costs of cash and agent warrants.
+ References
+ Details
Name: |
NGLD_ShareIssuanceCostsOfCashAndAgentWarrants |
Namespace Prefix: |
NGLD_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionExercise price per share or per unit of warrants or rights outstanding.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-3
+ Details
Name: |
us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of securities into which the class of warrant or right may be converted. For example, but not limited to, 500,000 warrants may be converted into 1,000,000 shares.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-3
+ Details
Name: |
us-gaap_ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionFace amount or stated value per share of common stock.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of common shares permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_CommonStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionDescription of voting rights of common stock. Includes eligibility to vote and votes per share owned. Include also, if any, unusual voting rights.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-3
+ Details
Name: |
us-gaap_CommonStockVotingRights |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe value of the financial instrument(s) that the original debt is being converted into in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-3
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-5
+ Details
Name: |
us-gaap_DebtConversionConvertedInstrumentAmount1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionThe number of shares issued in exchange for the original debt being converted in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or payments in the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-3
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-5
+ Details
Name: |
us-gaap_DebtConversionConvertedInstrumentSharesIssued1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe price per share of the conversion feature embedded in the debt instrument.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-5
+ Details
Name: |
us-gaap_DebtInstrumentConvertibleConversionPrice1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionDate the debt instrument was issued, in YYYY-MM-DD format.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22(a)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (d) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B
+ Details
Name: |
us-gaap_DebtInstrumentIssuanceDate1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of issuance costs recognized in a share-lending arrangement entered into by the entity, in contemplation of a convertible debt offering or other financing, after deduction of accumulated amortization or the effects of subsequent adjustments.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 470 -SubTopic 20 -Section 50 -Paragraph 2A -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-2A
+ Details
Name: |
us-gaap_DeferredFinanceCostsOwnshareLendingArrangementIssuanceCostsNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of cost not yet recognized for nonvested award under share-based payment arrangement.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionFace amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 13 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-13
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PreferredStockParOrStatedValuePerShare |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.6-04(16)(a)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479617/946-210-S99-1
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_PreferredStockSharesAuthorized |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionThe cash inflow from the issuance of common stock, preferred stock, treasury stock, stock options, and other types of equity.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 14 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-14
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(i)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3
+ Details
Name: |
us-gaap_ProceedsFromIssuanceOrSaleOfEquity |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe cash inflow associated with the amount received from holders exercising their stock warrants.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 230 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 14 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-14
+ Details
Name: |
us-gaap_ProceedsFromWarrantExercises |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionAmount of noncash expense for share-based payment arrangement.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (a) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
+ Details
Name: |
us-gaap_ShareBasedCompensation |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionPeriod over which grantee's right to exercise award under share-based payment arrangement is no longer contingent on satisfaction of service or performance condition, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Includes, but is not limited to, combination of market, performance or service condition.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionWeighted average remaining contractual term for equity-based awards excluding options, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 718 -SubTopic 10 -Subparagraph (e)(1) -Name Accounting Standards Codification -Paragraph 2 -Section 50 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsOutstandingWeightedAverageRemainingContractualTerms |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe estimated amount of dividends to be paid to holders of the underlying shares (expected dividends) over the option's term. Dividends are taken into account because payment of dividends to shareholders reduces the fair value of the underlying shares, and option holders generally do not receive dividends.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (f)(2)(iii) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendPayments |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionThe estimated measure of the percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (f)(2)(ii) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe risk-free interest rate assumption that is used in valuing an option on its own shares.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (f)(2)(iv) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of fully vested and expected to vest options outstanding that can be converted into shares under option plan. Includes, but is not limited to, unvested options for which requisite service period has not been rendered but that are expected to vest based on achievement of performance condition, if forfeitures are recognized when they occur.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (e)(1) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsVestedAndExpectedToVestOutstandingNumber |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionPrice of a single share of a number of saleable stocks of a company.
+ References
+ Details
Name: |
us-gaap_SharePrice |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:perShareItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionExpected term of award under share-based payment arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 718 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (f)(2)(i) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480429/718-10-50-2
+ Details
Name: |
us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionNumber of non-vested options outstanding.
+ References
+ Details
Name: |
us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedNumberOfShares |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of shares of stock issued as of the balance sheet date, including shares that had been issued and were previously outstanding but which are now held in the treasury.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
+ Details
Name: |
us-gaap_SharesIssued |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionNumber of new stock issued during the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 50 -Paragraph 2 -SubTopic 10 -Topic 505 -Publisher FASB -URI https://asc.fasb.org//1943274/2147481112/505-10-50-2
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 505 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481004/946-505-50-2
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 220 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-09(4)(b)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483575/946-220-S99-3
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 946 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 3 -Subparagraph (SX 210.6-03(i)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479886/946-10-S99-3
Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(28)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 505 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480008/505-10-S99-1
Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(29)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_StockIssuedDuringPeriodSharesNewIssues |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:sharesItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLine items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.
+ References
+ Details
Name: |
us-gaap_SubsidiarySaleOfStockLineItems |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionPeriod between issuance and expiration of outstanding warrant and right embodying unconditional obligation requiring redemption by transferring asset at specified or determinable date or upon event certain to occur, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 820 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (bbb)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482106/820-10-50-2
+ Details
Name: |
us-gaap_WarrantsAndRightsOutstandingTerm |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:durationItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- Details
Name: |
srt_TitleOfIndividualAxis=srt_DirectorMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_TitleOfIndividualAxis=srt_OfficerMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_TitleOfIndividualAxis=NGLD_ConsultantMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementEquityComponentsAxis=us-gaap_CommonStockMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_SubsequentEventTypeAxis=us-gaap_SubsequentEventMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_ClassOfWarrantOrRightAxis=NGLD_AgentWarrantsMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_RangeAxis=srt_MinimumMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
srt_RangeAxis=srt_MaximumMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_SubsidiarySaleOfStockAxis=us-gaap_IPOMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
v3.24.0.1
CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)
|
|
12 Months Ended |
Oct. 31, 2022 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Debt Disclosure [Abstract] |
|
|
|
|
Cash proceeds under convertible promissory notes |
|
|
|
$ 980,000
|
Convertible debt |
|
|
|
15,064
|
Convertible promissory note |
$ 897,113
|
|
|
$ 20,000
|
Debt accrued interest percentage |
|
|
|
15.00%
|
Accretion expense |
|
|
$ 719,462
|
|
Interest accrued |
|
|
10,812
|
|
Notes payable |
|
|
|
|
X |
- DefinitionAmount of noncash expense included in interest expense to amortize debt discount and premium associated with the related debt instruments. Excludes amortization of financing costs. Alternate captions include noncash interest expense.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section 45 -Paragraph 28 -Subparagraph (b) -SubTopic 10 -Topic 230 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-28
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1F -Subparagraph (b)(2) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1F
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 835 -SubTopic 30 -Section 45 -Paragraph 1A -Publisher FASB -URI https://asc.fasb.org//1943274/2147482925/835-30-45-1A
Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 220 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 2 -Subparagraph (SX 210.5-03.8) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2
+ Details
Name: |
us-gaap_AmortizationOfDebtDiscountPremium |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
X |
- DefinitionIncluding the current and noncurrent portions, carrying amount of debt identified as being convertible into another form of financial instrument (typically the entity's common stock) as of the balance sheet date, which originally required full repayment more than twelve months after issuance or greater than the normal operating cycle of the company.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(16)(a)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(16)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
+ Details
Name: |
us-gaap_ConvertibleDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe value of the financial instrument(s) that the original debt is being converted into in a noncash (or part noncash) transaction. "Part noncash" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 3 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-3
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 50 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482913/230-10-50-5
+ Details
Name: |
us-gaap_DebtConversionConvertedInstrumentAmount1 |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- References
+ Details
Name: |
us-gaap_DebtDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIncrease for accrued, but unpaid interest on the debt instrument for the period.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 235 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08(f)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1
+ Details
Name: |
us-gaap_DebtInstrumentIncreaseAccruedInterest |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
X |
- DefinitionContractual interest rate for funds borrowed, under the debt agreement.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 1B -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.22(a)(1)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
+ Details
Name: |
us-gaap_DebtInstrumentInterestRateStatedPercentage |
Namespace Prefix: |
us-gaap_ |
Data Type: |
dtr-types:percentItemType |
Balance Type: |
na |
Period Type: |
instant |
|
X |
- DefinitionIncluding the current and noncurrent portions, aggregate carrying amount of all types of notes payable, as of the balance sheet date, with initial maturities beyond one year or beyond the normal operating cycle, if longer.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(22)) -SubTopic 10 -Topic 210 -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 944 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.7-03(a)(16)(a)(2)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479440/944-210-S99-1
Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 942 -SubTopic 210 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.9-03(16)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479853/942-210-S99-1
+ Details
Name: |
us-gaap_NotesPayable |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionThe cash inflow from the issuance of a long-term debt instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder.
+ ReferencesReference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 230 -SubTopic 10 -Section 45 -Paragraph 14 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482740/230-10-45-14
+ Details
Name: |
us-gaap_ProceedsFromConvertibleDebt |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
duration |
|
v3.24.0.1
SCHEDULE OF PREPAID EXPENSES (Details) - USD ($)
|
Dec. 31, 2023 |
Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] |
|
|
Prepaid advertising and investor relations services |
$ 500,367
|
$ 367
|
Deferred share issuance costs |
36,625
|
|
Prepaid filing fees |
1,417
|
1,462
|
Prepaid consulting fees |
2,625
|
3,000
|
Total |
$ 541,034
|
$ 4,829
|
X |
- DefinitionPrepaid deferred share issuance costs .
+ References
+ Details
Name: |
NGLD_PrepaidDeferredShareIssuanceCosts |
Namespace Prefix: |
NGLD_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- References
+ Details
Name: |
us-gaap_DeferredCostsCapitalizedPrepaidAndOtherAssetsDisclosureAbstract |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:stringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAmount of asset related to consideration paid in advance for other costs that provide economic benefits within a future period of one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 340 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483032/340-10-45-1
+ Details
Name: |
us-gaap_OtherPrepaidExpenseCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of consideration paid in advance for advertising that provides economic benefits within a future period of one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 340 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483032/340-10-45-1
Reference 2: http://www.xbrl.org/2003/role/exampleRef -Topic 340 -SubTopic 10 -Name Accounting Standards Codification -Section 05 -Paragraph 5 -Subparagraph (f) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482955/340-10-05-5
Reference 3: http://www.xbrl.org/2003/role/exampleRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (g)(6) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483467/210-10-45-1
+ Details
Name: |
us-gaap_PrepaidAdvertising |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of asset related to consideration paid in advance for costs that provide economic benefits within a future period of one year or the normal operating cycle, if longer.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/exampleRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Subparagraph (g) -Publisher FASB -URI https://asc.fasb.org//1943274/2147483467/210-10-45-1
Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 210 -SubTopic 10 -Name Accounting Standards Codification -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02(7)) -Publisher FASB -URI https://asc.fasb.org//1943274/2147480566/210-10-S99-1
Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Topic 340 -SubTopic 10 -Name Accounting Standards Codification -Section 05 -Paragraph 5 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482955/340-10-05-5
Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Topic 340 -SubTopic 10 -Name Accounting Standards Codification -Section 45 -Paragraph 1 -Publisher FASB -URI https://asc.fasb.org//1943274/2147483032/340-10-45-1
+ Details
Name: |
us-gaap_PrepaidExpenseCurrent |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
v3.24.0.1
SCHEDULE OF RECONCILIATION OF EXPECTED INCOME TAX EXPENSE (Details) - USD ($)
|
12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Income Tax Disclosure [Abstract] |
|
|
Net loss before tax |
$ (2,654,950)
|
$ (1,556,055)
|
Statutory tax rate |
21.00%
|
21.00%
|
Expected income tax recovery at statutory rate |
$ (557,539)
|
$ (326,771)
|
Non-deductible expenditures |
8,900
|
299,253
|
Change in valuation allowance |
548,639
|
27,518
|
Total income tax expense |
|
|
X |
- DefinitionAmount of increase (decrease) in the valuation allowance for a specified deferred tax asset.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-2
+ Details
Name: |
us-gaap_ValuationAllowanceDeferredTaxAssetChangeInAmount |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
duration |
|
v3.24.0.1
SCHEDULE OF DEFERRED TAX ASSETS (Details) - USD ($)
|
Dec. 31, 2023 |
Dec. 31, 2022 |
Income Tax Disclosure [Abstract] |
|
|
Non-capital loss carry-forward |
$ 313,022
|
$ 197,276
|
Equity security |
8,917
|
|
Stock-based compensation |
411,746
|
|
Total deferred income tax assets |
733,685
|
197,276
|
Equity security |
|
(12,230)
|
Less: Valuation allowance |
(733,685)
|
(185,046)
|
Net deferred income tax assets |
|
|
X |
- DefinitionDeferred tax liabilities marketable securities
+ References
+ Details
Name: |
NGLD_DeferredTaxLiabilitiesMarketableSecurities |
Namespace Prefix: |
NGLD_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
X |
- DefinitionAmount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-2
+ Details
Name: |
us-gaap_DeferredTaxAssetsGross |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount, after allocation of valuation allowances and deferred tax liability, of deferred tax asset attributable to deductible differences and carryforwards, without jurisdictional netting.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-2
+ Details
Name: |
us-gaap_DeferredTaxAssetsLiabilitiesNet |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-6
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-8
+ Details
Name: |
us-gaap_DeferredTaxAssetsOperatingLossCarryforwards |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from share-based compensation.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-6
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-8
+ Details
Name: |
us-gaap_DeferredTaxAssetsTaxDeferredExpenseCompensationAndBenefitsShareBasedCompensationCost |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount, before allocation of valuation allowance, of deferred tax asset attributable to deductible temporary difference from unrealized loss on investment in debt security measured at fair value with change in fair value recognized in net income (trading).
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-6
+ Details
Name: |
us-gaap_DeferredTaxAssetsUnrealizedLossesOnTradingSecurities |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount of deferred tax assets for which it is more likely than not that a tax benefit will not be realized.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (c) -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-2
+ Details
Name: |
us-gaap_DeferredTaxAssetsValuationAllowance |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
credit |
Period Type: |
instant |
|
v3.24.0.1
X |
- DefinitionAmount before allocation of valuation allowances of deferred tax asset attributable to deductible domestic operating loss carryforwards. Excludes state and local operating loss carryforwards.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-6
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-8
+ Details
Name: |
us-gaap_DeferredTaxAssetsOperatingLossCarryforwardsDomestic |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
X |
- DefinitionAmount before allocation of valuation allowances of deferred tax asset attributable to deductible state and local operating loss carryforwards.
+ ReferencesReference 1: http://www.xbrl.org/2009/role/commonPracticeRef -Topic 740 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-6
Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Name Accounting Standards Codification -Topic 740 -SubTopic 10 -Section 50 -Paragraph 8 -Publisher FASB -URI https://asc.fasb.org//1943274/2147482685/740-10-50-8
+ Details
Name: |
us-gaap_DeferredTaxAssetsOperatingLossCarryforwardsStateAndLocal |
Namespace Prefix: |
us-gaap_ |
Data Type: |
xbrli:monetaryItemType |
Balance Type: |
debit |
Period Type: |
instant |
|
Nevada Canyon Gold (PK) (USOTC:NGLD)
Historical Stock Chart
From Sep 2024 to Oct 2024
Nevada Canyon Gold (PK) (USOTC:NGLD)
Historical Stock Chart
From Oct 2023 to Oct 2024