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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/25/22 Nevada Canyon Gold Corp. 8-K/A:3,9 12/30/21 11:4.2M M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K/A Amendment to Current Report HTML 30K 2: EX-10.15 Material Contract HTML 9K 6: R1 Cover HTML 46K 9: XML IDEA XML File -- Filing Summary XML 12K 7: XML XBRL Instance -- form8-ka_htm XML 15K 8: EXCEL IDEA Workbook of Financial Reports XLSX 6K 4: EX-101.LAB XBRL Labels -- ngld-20211230_lab XML 96K 5: EX-101.PRE XBRL Presentations -- ngld-20211230_pre XML 64K 3: EX-101.SCH XBRL Schema -- ngld-20211230 XSD 12K 10: JSON XBRL Instance as JSON Data -- MetaLinks 25± 33K 11: ZIP XBRL Zipped Folder -- 0001493152-22-007745-xbrl Zip 12K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) i December 30, 2021
(Exact Name of Registrant as Specified in its Charter)
| i Nevada | i 000-55600 | i 46-5152859 | ||
| (State
or other jurisdiction of incorporation) |
(Commission
File number) |
(IRS
Employer Identification No.) |
i 316 California Ave., i Suite 543, i Reno, i NV i 89509
(Address of principal executive offices) (zip code)
Registrant’s telephone number, including area code ( i 888) i 909-5548
(Former name or former address, if changed since last report.)
Copies to:
Janus Capital Law Group
Attn.: Deron Colby, Esq.
22 Executive Park, Suite 250
Phone: (949) 633-8965
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(g) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| i Common Stock, $0.0001 par value | i NGLD | OTC Markets (Pinks) |
C:
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
As previously reported on December 30, 2021 (an “Initial Form 8-K”), the Company issued a total of 6,005,000 shares of its common stock to its directors and an officer (collectively the “Subscribers”) for total cash proceeds of $600.50. In connection with the issuance of the above shares, the Company announced that the Subscribers entered into a 12-month Lock-up Agreement (the “Agreement”), whereby the Subscribers agreed, subject to the exceptions set forth in the Agreement, not to sell, directly or indirectly, or enter into any other transactions involving the Company’s common shares during a period of 12 months from December 30, 2021.
i The Company wishes to provide a correction to the terms of the Lock-up agreement, to specify that the Lock-up period agreed upon by the Company and the subscribers was extended to 36 months and was augmented by a vesting provision, which specified that the shares are to vest annually over a 36-month period in equal instalments.
The foregoing description of the above changes does not purport to be complete and is qualified in its entirety by reference to the complete text of the vesting and lock-up agreement, a copy of which is included hereto as exhibit No. 10.15 to this report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
| Exhibit No. | Description | |
| 10.13 | Form of a lock-up agreement between the Company and certain Subscribers dated December 30, 2021* | |
| 10.15 | Form of a vesting and lock-up agreement between the Company and certain Subscribers with an effective date of December 30, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Incorporated by reference herein from the Form 8-K filed by the Company on December 30, 2021.
C:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| NEVADA CANYON GOLD CORP. | ||
| By: | /s/ Jeffrey Cocks | |
| Jeffrey Cocks | ||
| President and Chief Executive Officer | ||
Date: March 25, 2022
C:
C:
| This ‘8-K/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/25/22 | |||
| For Period end: | 12/30/21 | 4, 8-K | ||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/30/21 Nevada Canyon Gold Corp. 8-K:3,8,9 12/30/21 12:259K M2 Compliance LLC/FA |