SEC Info - Nevada Canyon Gold Corp. - ‘10-Q’ for 9/30/23

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		Alternative Formats (Word, et al.) Condensed Consolidated Balance Sheets (unaudited) Condensed Consolidated Statement of Stockholders' Equity (unaudited Condensed Consolidated Statements of Cash Flow (unaudited) Condensed Consolidated Statements of Operations (unaudited) Controls and Procedures Defaults Upon Senior Securities Exhibits Financial Information Financial Statements Legal Proceedings Management's Discussion and Analysis of Financial Conditions and Results of Operations Mine Safety Disclosures Notes to the Condensed Consolidated Financial Statements (unaudited) Off-Balance Sheet Arrangements Other Information Part I -- FINANCIAL INFORMATION Part Ii -- Other Information Quantitative and Qualitative Disclosures about Market Risk Results of Operations Risk Factors SignatureS Unregistered Sales of Equity Securities and Use of Proceeds
1	1st Page – Filing Submission
"	Part I -- FINANCIAL INFORMATION
"	Item 1. Financial Statements
"	Condensed Consolidated Balance Sheets (unaudited)
"	Condensed Consolidated Statements of Operations (unaudited)
"	Condensed Consolidated Statement of Stockholders' Equity (unaudited
"	Condensed Consolidated Statements of Cash Flow (unaudited)
"	Notes to the Condensed Consolidated Financial Statements (unaudited)
"	Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations
"	Results of Operations
"	Off-Balance Sheet Arrangements
"	Item 3. Quantitative and Qualitative Disclosures about Market Risk
"	Item 4. Controls and Procedures
"	Part Ii -- Other Information
"	Item 1. Legal Proceedings
"	Item 1A. Risk Factors
"	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
"	Item 3. Defaults Upon Senior Securities
"	Item 4. Mine Safety Disclosures
"	Item 6. Exhibits
"	SignatureS

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files)..

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated file,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of November 13, 2023 the number of shares outstanding of the issuer’s common stock, par value $0.0001 per share, is i 24,619,854.

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

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

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

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

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

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

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

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

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

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

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

We are a US-based natural resource company headquartered in Reno, Nevada. The Company has a large, strategic land position and royalties, in multiple projects, within some of Nevada’s highest-grade historical mining districts. As of the date of the filing of this Quarterly report on Form 10-Q our mineral property interests are comprised of the Lazy Claims Property, the Loman Property, and the Agai-Pah Property located in Mineral County, Nevada, the Swales Property located in Elko County, Nevada, and the Belshazzar Property located in Quartzburg mining district, Boise County, Idaho. In addition, we acquired a 2% net smelter returns royalty (“NSR”) on the Palmetto Project, located in Esmeralda County, Nevada, and have an option to acquire 100% interest of Target Minerals, Inc’s (“Target”) 1% production royalty on the Olinghouse Project, located in the Olinghouse Mining District, Washoe County, Nevada.

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

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

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

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

During the three-month period ended September 30, 2023, our operating expenses increased by $301,550 or 83%, to $663,100 as compared to $361,550 for the three months ended September 30, 2022. This change was associated with $424,150 in director and officer compensation we recorded on the shares that we distributed to our three directors on December 30, 2021, and with the vesting of share awards we granted to our VP of Operations on February 24, 2023. During comparative three-month period ended September 30, 2022, we recorded $316,862 in director and officer compensation. Our consulting fees increased by $116,542, from $4,500 we incurred during the three-month period ended September 30, 2022, to $121,042 we incurred during the current period ended September 30, 2023, and which were associated with the vesting of shares we awarded to our consultants in March 2023; our general and administrative expenses increased by $65,685, from $4,237 we incurred during the three-month period ended September 30, 2022, to $69,922 we incurred during the three-month period ended September 30, 2023. This increase was associated with the investor outreach program we started in the second quarter of our Fiscal 2023. Our professional fees increased by $10,536, from $13,258 we incurred during the three-month period ended September 30, 2022, to $23,794 we incurred during the three-month period ended September 30, 2023. The professional fees increased as a result of a consulting agreement with Warm Springs Consulting LLC. (“Warm Springs”) to develop registry-verified carbon credits for voluntary and compliance markets in the State of Nevada and the Western United States. Our transfer agent and filing fees increased by $1,234, from $1,935 we incurred during the three-month period ended September 30, 2022, to $3,169 we incurred during the three-month period ended September 30, 2023.

On a year-to-date basis, our operating expenses increased by $908,234 or 111%, to $1,726,574 as compared to $818,340 for the nine months ended September 30, 2022. This change was associated with $1,147,656 in director and officer compensation we recorded on the shares that we distributed to our three directors on December 30, 2021, and with the vesting of share awards we granted to our VP of Operations on February 24, 2023. During comparative nine-month period ended September 30, 2022, we recorded $675,053 in director and officer compensation. Our consulting fees increased by $274,309, from $26,226 we incurred during the nine-month period ended September 30, 2022, to $300,535 we incurred during the current period ended September 30, 2023, and which were associated with the vesting of shares we awarded to our consultants in March 2023 for their services; our general and administrative expenses increased by $129,976, from $14,978 we incurred during the nine-month period ended September 30, 2022, to $144,954 we incurred during the nine-month period ended September 30, 2023. This increase was associated with the investor outreach program we started in the second quarter of our Fiscal 2023. Our professional fees increased by $30,524, from $69,590 we incurred during the nine-month period ended September 30, 2022, to $100,114 we incurred during the nine-month period ended September 30, 2023. The professional fees increased as a result of the consulting agreement with Warm Springs to develop registry-verified carbon credits for voluntary and compliance markets in the State of Nevada and the Western United States.

During the three-month period ended September 30, 2023, we recognized $20,206 loss on fair value of investments in equity securities (2022 – $40,737). The loss resulted from revaluation of Walker River Resources Corp. (“WRR”) Shares and was caused mainly by decreased market price of WRR’s Shares from CAD$0.16 per share at June 30, 2023, to CAD$0.11 per share at September 30, 2023, and to a smaller degree from fluctuation of exchange rates between the US and Canadian dollars. In addition, during the three-month period ended September 30, 2023, we earned $8,082 in interest revenue (2022 - $4,397).

During the nine-month period ended September 30, 2023, we recognized $115,168 loss on fair value of investments in equity securities (2022 – $163,113 gain). The loss resulted from revaluation of WRR Shares and was caused mainly by decreased market price of WRR’s Shares from CAD$0.415 per share at December 31, 2022, to CAD$0.11 per share at September 30, 2023, and to a smaller degree from fluctuation of exchange rates between the US and Canadian dollars. In addition, during the nine-month period ended September 30, 2023, we earned $21,895 in interest revenue (2022 - $5,285).

During the comparative three-month period ended September 30, 2022, we recorded $396,143 amortization of debt discount associated with the beneficial conversion we recognized on the convertible notes payable we issued in October of 2021. We did not have similar transactions during the three-month period ended September 30, 2023.

During the comparative nine-month period ended September 30, 2022, we recorded $211,530 gain on equity investments which was associated with the sale of 1,171,083 WRR Shares for net proceeds of $614,658. In addition, we recorded $697,535 amortization of debt discount associated with the beneficial conversion we recognized on the convertible notes payable we issued in October of 2021. We did not have similar transactions during the nine-month period ended September 30, 2023.

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

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

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

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

During the nine months ended September 30, 2023, our operations were funded with cash on hand, which was generated by selling our investment in WRR Shares during the year ended December 31, 2022, and from the issuance of convertible notes payable in October 2021.

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

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

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

During the nine months ended September 30, 2022, our net cash used in operating activities increased by $269,019, or 466%, to $326,786 for the nine months ended September 30, 2022, compared with $57,767 for the nine months ended September 30, 2021. During the nine months ended September 30, 2022, we used $139,625 to cover our cash operating costs, which were determined by reducing the net loss of $1,138,552 the Company incurred during the period, by non-cash items included in the net loss of $998,927; we used $26,122 to decrease our accounts payable and accrued liabilities, $27,000 to decrease amounts due to our related parties, and $70,566 to increase our prepaid expenses, of which $39,250 were associated with prepaid share issuance costs related to our offering of up to 12,500,000 units (the “Units”) of our securities pursuant to Regulation A. In addition, we used $65,096 cash to pay interest accrued on a convertible note payable, which was in part offset by $1,623 in interest expense on the convertible notes that had reached their maturity.

During the nine months ended September 30, 2023, we recognized $115,168 loss on revaluation of fair value of our investments in WRR Shares. In addition, we recognized $739,322 in director and officer compensation associated with the par-value shares we distributed to our directors and CEO on December 30, 2021, $408,333 and $272,223 we recorded on vesting of shares awarded to our VP of Operations and to our consultants, respectively, in accordance with the consulting agreements we executed in February of 2023.

During the nine months ended September 30, 2022, we recognized $163,113 gain on revaluation of fair value of equity investments associated with WRR Shares and recorded $211,530 gain on sale of 1,171,083 WRR Shares for net proceeds of $614,658 (CAD$769,400). In addition, we recognized $982 loss on foreign exchange fluctuations associated with cash we held in high-interest savings account at a major Canadian bank, recorded $697,535 in amortization of debt discount associated with the convertible notes payable we issued in September and October 2021. In addition, we recorded $675,053 in stock-based compensation associated with the par-value shares we issued to our directors on December 30, 2021.

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

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

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

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

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

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

To support our operations beyond the 12-month period, we are planning to continue actively pursuing other means of financing our operations including equity and/or debt financing. However, given the current market and industry conditions, we cannot be sure that we will be able to procure additional funding. If operating difficulties or other factors (many of which are beyond our control) delay our realization of revenues or cash flows from operations, we may be limited in our ability to pursue our business plan. Moreover, if our resources from obtaining additional capital or cash flows from operations, once we commence them, do not satisfy our operational needs or if unexpected expenses arise due to unanticipated pressures or if we decide to expand our business plan beyond its currently anticipated level or otherwise, we will require additional financing to fund our operations, in addition to anticipated cash generated from our operations. Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited. In a worst-case scenario, we might not be able to fund our operations or to remain in business, which could result in a total loss of our stockholders’ investment. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders would be reduced, and these newly issued securities might have rights, preferences or privileges senior to those of existing stockholders.

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

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

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

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

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

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

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

In December 2019 we acquired 27 unpatented mining claims for a total of $10,395 from a third-party (the “Loman Property”). The claims comprising Loman Property were transferred and re-registered into the Company’s name in the fiscal 2021. During the three and nine months ended September 30, 2023 and 2022, we paid $4,791 (2022 - $4,791) in annual mining claim fees payable to the BLM. These fees were recorded as part of our exploration expenses.

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

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

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

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

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

We made the initial cash payment of $20,000 on November 6, 2021, pursuant to a verbal extension granted to the Company by MSM, made the first $20,000 anniversary payment on June 20, 2022, and made the second anniversary payment on August 10, 2023.

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

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

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

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

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

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

We made the initial cash payment of $20,000 on November 6, 2021, pursuant to a verbal extension granted to us by BH, made the first $20,000 anniversary payment on June 20, 2022, and made the second anniversary payment on August 10, 2023.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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.

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

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

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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

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

On February 3, 2023, the Company entered into a public relations services agreement (the “Agreement”) with Think Ink Marketing Data & Email Services, Inc. (“Think Ink”) to develop an investor outreach program. The Agreement is for a six-month term. During the nine-month period ended September 30, 2023 the Company paid $60,000, of which $40,000 were recognized as general and administrative expenses. At September 30, 2023, the prepaid balance associated with this agreement is $20,000.

On April 5, 2023, the Company entered into a consulting services agreement (the “Warm Springs Agreement”) with Warm Springs Consulting LLC. (“Warm Springs”) to develop registry-verified carbon credits for voluntary and compliance markets in the State of Nevada and the Western United States. The Warm Springs Agreement is for a nine-month term, and the Company agreed to an initial budget of $115,525, of which $82,615 was paid during the quarter ended September 30, 2023, and was expensed during the same period as part of professional fees.

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

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
i Common Stock, $0.0001 par value		i NGLD		OTC Pink

Large accelerated filer ☐	Accelerated filer ☐
i Non-accelerated filer ☒	Smaller reporting company i ☒
	Emerging growth company i ☐

	September 30, 2023			December 31, 2022

ASSETS
Current Assets
Cash	$	i 4,681,387		$	i 1,007,018
Cash in escrow		i 5,301,782			-
Prepaid expenses		i 473,365			i 4,829
Total Current Assets		i 10,456,534			i 1,011,847

Investment in equity securities		i 41,637			i 156,805
Mineral property interests		i 760,395			i 720,395
TOTAL ASSETS	$	i 11,258,566		$	i 1,889,047

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	i 812,743		$	i 844,963
Related party payables		i 460,000			i 477,031
Total Liabilities		i 1,272,743			i 1,321,994

Commitments and Contingencies (Notes 5 and 10)		-			-

Stockholders’ Equity
Preferred Stock: Authorized i i 10,000,000 / preferred shares, $ i i 0.0001 / par, i i i i none / / / issued and outstanding as of September 30, 2023 and December 31, 2022		-			-
Common Stock: Authorized i i 100,000,000 / common shares, $ i i 0.0001 / par, i i 17,588,126 / and i i 11,077,394 / issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		i 1,758			i 1,107
Additional paid-in capital		i 8,741,746			i 3,073,447
Obligation to issue shares		i 5,569,667			-
Accumulated deficit		( i 4,327,348	)		( i 2,507,501	)
Total Stockholders’ Equity (Deficit)		i 9,985,823			i 567,053
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	i 11,258,566		$	i 1,889,047

Nevada Canyon Gold Corp. – ‘10-Q’ for 9/30/23

On: Monday, 11/13/23, at 3:01pm ET · For: 9/30/23 · Accession #: 1493152-23-40444 · File #: 0-55600

Previous ‘10-Q’: ‘10-Q’ on 8/11/23 for 6/30/23 · Latest ‘10-Q’: This Filing · 17 References:

Quarterly Report — Form 10-Q

Filing Table of Contents

‘10-Q’ — Quarterly Report

Document Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

1 Subsequent Filing that References this Filing

16 Previous Filings that this Filing References

	Page
Part I – FINANCIAL INFORMATION	3
Item 1. Financial Statements	3
Condensed Consolidated Balance Sheets (unaudited)	3
Condensed Consolidated Statements of Operations (unaudited)	4
Condensed Consolidated Statement of Stockholders’ Equity (unaudited)	5
Condensed Consolidated Statements of Cash Flow (unaudited)	6
Notes to the Condensed Consolidated Financial Statements (unaudited)	7
Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations	16
Results of Operations	18
Off-Balance Sheet Arrangements	25
Item 3. Quantitative and Qualitative Disclosures about Market Risk	25
Item 4. Controls and Procedures	25
PART II — OTHER INFORMATION	26
Item 1. Legal Proceedings	26
Item 1A. Risk Factors	26
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3. Defaults Upon Senior Securities	26
Item 4. Mine Safety Disclosures	26
Item 5. Other Information	26
Item 6. Exhibits	27
SignatureS	28

	2023			2022
	For the nine months ended September 30,
	2023			2022
OPERATING ACTIVITIES:
Cash flows used in operating activities
Net loss	$	( i 1,819,847	)	$	( i 1,138,552	)
Adjustment to reconcile net loss to net cash used in operating activities:
Amortization of debt discount		-			i 697,535
Fair value loss (gain) on equity investments		i 115,168			( i 163,113	)
Foreign exchange loss		-			i 982
Realized gain on equity investments		-			( i 211,530	)
Stock based compensation - directors and CEO		i 739,322			i 675,053
Stock based compensation - consultants		i 272,223			-
Stock based compensation - officer		i 408,333			-
Changes in operating assets and liabilities:
Prepaid expenses		( i 291,651	)		( i 70,566	)
Accounts payable		( i 12,220	)		( i 26,122	)
Accrued interest payable		-			( i 63,473	)
Related party payables		( i 17,031	)		( i 27,000	)
Net cash used in operating activities		( i 605,703	)		( i 326,786	)

INVESTING ACTIVITIES:
Sale of equity investments		-			i 614,658
Acquisition of mineral property interests		( i 60,000	)		( i 410,000	)
Net cash provided by (used in) investing activities		( i 60,000	)		i 204,658

FINANCING ACTIVITIES:
Cash received on subscription to shares		i 4,429,808			i 400
Share issuance cash costs		( i 182,236	)		-
Escrowed cash received on subscription to shares		i 5,569,667			-
Share issuance cash costs on shares to be issued		( i 176,885	)		-
Cash received on exercise of warrants		i 1,500			-
Net cash provided by financing activities		i 9,641,854			i 400

Effects of foreign currency exchange on cash		-			( i 982	)

Net increase (decrease) in cash and restricted cash		i 8,976,151			( i 122,710	)
Cash and restricted cash, at beginning of period		i 1,007,018			i 1,420,864
Cash and restricted cash, at end of period	$	i 9,983,169		$	i 1,298,154

NONCASH INVESTING AND FINANCING ACTIVITIES:
Mineral interests acquired with related parties payables, net	$	i 40,000		$	-

	September 30, 2023		December 31, 2022
Amounts due to a Chairman of the board, Chief Financial Officer (“CFO”) and former Chief Executive Officer (“CEO”) and President ^(a)	$	i 100,000	$	i 117,031
Amounts due to a company controlled by the Chairman of the board, CFO, and former CEO and President ^(a)		i 360,000		i 360,000
Total related party payables	$	i 460,000	$	i 477,031

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

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

	September 30, 2023		December 31, 2022
Prepaid advertising and investor relations services	$	i 280,978	$	i 367
Deferred share issuance costs		i 176,885		-
Prepaid conference fees		i 9,950		-
Prepaid filing fees		i 3,177		i 1,462
Prepaid consulting fees		i 2,375		i 3,000
Total	$	i 473,365	$	i 4,829

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

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

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

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

Exhibit Number		Description

10.01.1		Definitive Agreement, dated December 17, 2015 (1)
10.01.2		Exploration and Option Agreement, dated September 15, 2015 (1)
10.02		Exploration Lease and Option to Purchase Agreement, dated June 7, 2017 (2)
10.03		Option Purchase Agreement, dated July 5, 2017 (3)
10.04		Exploration Lease Agreement, dated August 2, 2017 (4)
10.05		Definitive Purchase Agreement dated July 11, 2018 (5)
10.06		Exploration Lease with Option to Purchase Agreement, dated May 19, 2021 (6)
10.07		Exploration Lease with Option to Purchase Agreement, dated June 4, 2021 (7)
10.08		Convertible Note Agreement (8)
10.09		Subscription Agreement (8)
10.10		Royalty Option to Purchase Agreement, dated December 17, 2021 (9)
10.11		Exploration Lease with Option to Purchase Agreement, dated December 27, 2021 (10)
10.12		Share Cancellations and Releases tendered by Mr. Michael Levine and BCIM management, LLC (Ron Tattum) dated December 30, 2021 (11)
10.13		Form of a lock-up agreement between the Company and certain Subscribers dated December 30, 2021 (11)
10.14		Royalty Purchase Agreement, dated January 27, 2022(12)
10.15		Form of a vesting and lock-up agreement between the Company and certain Subscribers with an effective date of December 30, 2021 (13)
10.16		Public Relations Services Agreement between the Company and Think Ink Marketing Data & Email Services, Inc. (“Think Ink”) dated February 3, 2023 (15)
10.17		Consulting Agreement, dated February 24, 2023, by and between Nevada Canyon Gold Corp. and Ryan McMillan (14)
10.18		Consulting Agreement, dated February 24, 2023, by and between Nevada Canyon Gold Corp. and RNR Enterprises (14)
10.19		Consulting Agreement, dated February 24, 2023, by and between Nevada Canyon Gold Corp. and Little Hill Holdings LLC (14)
10.20		Consulting services agreement, dated April 5, 2023, by and between Nevada Canyon Gold Corp. and Warm Springs Consulting LLC(16)
10.21		Consulting services agreement, dated August 16, 2023, by and between Nevada Canyon Gold Corp. and i2i Marketing Group, LLC.*
31.1		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*.
31.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*.
32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*.
32.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*.
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

	NEVADA CANYON GOLD CORP.

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

This ‘10-Q’ Filing	Date	Other Filings

	7/27/28
	9/23/25
	8/28/25
	7/27/25
	12/31/23
	12/17/23
Filed on:	11/13/23
For Period end:	9/30/23	4
	9/27/23
	9/23/23
	8/28/23
	8/18/23
	8/16/23
	8/11/23	10-Q
	8/10/23
	7/27/23
	7/5/23
	6/30/23	10-Q, 4
	5/12/23	10-Q
	4/5/23
	3/31/23	10-Q
	3/27/23	10-K
	3/14/23
	3/1/23	3
	2/27/23	8-K
	2/24/23	8-K
	2/3/23
	12/31/22	10-K, 10-K/A
	12/23/22
	9/30/22	10-Q
	9/27/22	QUALIF
	6/30/22	10-Q, 10-Q/A
	6/20/22
	6/17/22	1-A
	3/31/22	10-K, 10-Q
	3/25/22	8-K/A
	2/7/22
	2/1/22	8-K
	1/27/22	8-K
	1/15/22
	12/31/21	10-K
	12/30/21	4, 8-K, 8-K/A
	12/28/21	8-K
	12/27/21	8-K
	12/21/21	8-K
	12/18/21
	12/17/21	8-K
	12/15/21
	11/6/21
	9/30/21	10-Q
	9/13/21	8-K
	6/7/21	8-K
	6/4/21	8-K
	5/19/21	8-K
	7/12/18	8-K
	8/7/17	8-K
	8/2/17
	7/7/17	8-K
	6/8/17	8-K
	7/6/16	8-K, SC 13D
	12/22/15	8-K
	2/27/14
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