Form 8-K - Current report

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported) August 14, 2024

 

NEVADA CANYON GOLD CORP.

(Exact Name of Registrant as Specified in its Charter)

 

Nevada		000-55600		46-5152859
(State or other jurisdiction of incorporation)		(Commission File number)		(IRS Employer Identification No.)

 

5655 Riggins Court, Suite 15, Reno, NV 89502

(Address of principal executive offices) (zip code)

 

[phone]

Registrant’s telephone number, including area code

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

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

☐

 

 

 

 

 

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

 

Amendment Agreement to Royalty Option to Purchase Agreement, dated December 17, 2021.

 

On August 14, 2024, Nevada Canyon Gold Corp. (“Nevada Canyon” or the “Company”), through its wholly owned subsidiary, Nevada Canyon, LLC, entered into an Amendment Agreement to a Royalty Option to Purchase Agreement, dated December 21, 2021 (the “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 “Option to Purchase”).

 

Nevada Canyon subsequently exercised its Option to Purchase on the Amended Agreement to acquire 100% interest of Target’s 1% production royalty on the Olinghouse Project for a one-time cash payment of $1,500,000, plus previous cash payments of $240,000, for total consideration of $1,740,000 in cash. The original terms of the Agreement consisted of the following: (i) cash option payments of US$240,000 (ii) US$2,000,000 which shall be paid by Purchaser to Vendor in either cash, or (iii) 2,000,000 common shares of Nevada Canyon, subject to certain terms and conditions, the Amended Agreement resulted in a reduced purchase price for the Company.

 

A copy of the Amendment Agreement dated August 14, 2024, is attached as Exhibit 10.1 hereto.

 

ITEM 7.01 REGULATION FD DISCLOSURE

 

On August 15, 2024, the Company issued a news release announcing it entered into the Amended Agreement and Exercised its Option to Purchase as described in Item 1.01 of this Form 8-K. A copy of the news release is attached as Exhibit 99.1 hereto, which is incorporated by reference solely for purposes of this Item 7.01 disclosure.

 

Exhibit 99.1 contains forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking statements.

 

The information set forth under this Item 7.01, including Exhibit 99.1, is being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

Exhibit No.		Description
10.1		Amendment Agreement with Target Mineral Inc, dated August 14, 2024
99.1		News Release dated August 15, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

SIGNATURES

 

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

 

NEVADA CANYON GOLD CORP.
By:	/s/ Alan Day
	Alan Day
	President and Chief Executive Officer

 

Date:

August 15, 2024

 

 

Exhibit 10.1

 

AMENDMENT TO Royalty Option to Purchase Agreement

(Olinghouse Royalty; Washoe County, Nevada)

 

This Amendment to Royalty Option to Purchase Agreement (this “Amendment”) is dated effective August 14^th, 2024 (the “Amendment Effective Date”), by and among Target Minerals, Inc., a Nevada corporation (“Target” or “Optionor”), Nevada Canyon LLC, a Nevada limited liability company (“Nevada Canyon” or “Optionee”), and Nevada Canyon Gold Corp., a Nevada corporation (“Nevada Canyon Parent” or “NGLD”). Optionor, Optionee, and Nevada Canyon Parent are sometimes referred to individually as a “Party” and collectively as the “Parties.”

 

Recitals

 

A.	The Parties entered into that certain Royalty Option to Purchase Agreement dated effective December 17, 2021 (the “Agreement”), pursuant to which Optionor granted to Optionee the right and option to purchase all of Optionor’s right, title, and interest in and to that certain production royalty (the “Olinghouse Royalty”) in an amount equal to one percent (1%) of the net smelter returns for all gold, silver, and other minerals produced from the unpatented and patented mining claims comprising the Olinghouse Project situated in Washoe County, Nevada (the “Olinghouse Properties”).
B.	The Parties entered into that certain Royalty Option Purchase Agreement Extension dated December 23, 2022 (the “Extension”), modifying the Agreement to, among other things, extend the Initial Term (as that term is defined in the Agreement) to two (2) years such that it expires on December 17, 2023.
C.	In December 2023, Optionee exercised its purchase option under Agreement by delivering to Optionor the Option Exercise Notice (as that term is defined in the Agreement) as provided under Section 3.1 of the Agreement.
D.	The Parties now wish to enter this Amendment to allow for Optionee’s exercise of its purchase option under the Agreement by paying a one-time cash payment in the amount of One Million Five Hundred Thousand Dollars (US$1,500,000.00).

 

Agreement

 

NOW, THEREFORE, in consideration of the mutual covenants and premises contained in the Agreement and this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

1. Defined Terms. Except as otherwise defined in this Amendment, capitalized terms used in this Amendment have the meanings ascribed to those terms in the Agreement.

 

[Remainder of page intentionally left blank.]

 

1

 

2. Amendment to Purchase Price. Section 2.4 of the Agreement (Purchase Price) is hereby amended by deleting the section in its entirety and replacing it with the following language:

 

2.4. Purchase Price. The total purchase price (the “Purchase Price”) of the Olinghouse Royalty shall be One Million Five Hundred Thousand Dollars (US$1,500,000) in cash by wire transfer.

 

3. Amendment to Notice of Exercise of Purchase Option. The second sentence of Section 3.1 of the Agreement (which begins with “The Option Exercise Notice shall include . . .”) is hereby amended by deleting the sentence in its entirety.

 

4. General Terms.

 

4.1. Amendment to Agreement; Continuing Effect. The Agreement is deemed to be amended with all necessary changes being made to incorporate and give effect to the provisions of this Amendment. All terms and conditions of the Agreement shall remain in full force and effect except as specifically modified by this Amendment.

 

4.2. Entire Agreement. This Amendment is the whole agreement between the Parties in respect to the amendments contemplated hereby and there are no warranties, representations, terms, conditions, or collateral agreements expressed or implied, statutory or otherwise, other than expressly set forth in the Agreement or this Amendment.

 

4.3. Governing Law and Forum Selection. This Amendment shall be construed and enforced in accordance with the laws of the State of Nevada. The forum for any action regarding the construction or enforcement of this Agreement shall be the Second Judicial District Court, Washoe County, Reno, Nevada.

 

4.4. Successors and Assigns. The terms and conditions of this Amendment shall inure for the benefit and be binding upon the respective successors and assigns of the Parties.

 

4.5. Counterparts. This Amendment may be executed in any number of counterparts, each of which is deemed to be an original, and all such counterparts constitute one and the same instrument. Transmission of an executed signature page by facsimile, email or other electronic means is as effective as a manually executed counterpart of this Amendment.

 

[Signature(s) page follows.]

 

2

 

The Parties have duly executed this Amendment as of the Amendment Effective Date first written above.

 

	Optionor:
	TARGET MINERALS, INC., a Nevada corporation
	By:	/s/ Mitch Fanning
	Name:	Mitch W. Fanning
	Title:	President

 

	Optionee:
	NEVADA CANYON LLC, a Nevada limited liability company
	By its Managing Member:
	NEVADA CANYON GOLD CORP., a Nevada corporation
	By:	/s/ Jeffrey Cocks
	Name:	Jeffrey Cocks
	Title:	Chief Financial Officer

  

	Nevada Canyon Parent:
	NEVADA CANYON GOLD CORP., a Nevada corporation
	By:	/s/ Jeffrey Cocks
	Name:	Jeffrey Cocks
	Title:	Chief Financial Officer

 

3

 

Exhibit 99.1

 

	5655 Riggins Court, Suite 15
	Reno, NV 89502
	Tel : [phone]
	Fax : [phone]

 

Trading Symbol OTCMKTS: NGLD

 

NEWS RELEASE

 

NEVADA CANYON EXERCISES AN AMENDED OLINGHOUSE ROYALTY OPTION TO PURCHASE AGREEMENT

 

Reno, Nevada. August 15, 2024, Nevada Canyon Gold Corp. (OTC Markets: NGLD) (The “Company” or “Nevada Canyon”) is pleased to announce through its wholly-owned subsidiary, Nevada Canyon, LLC, that it has amended and exercised its Option to Purchase Agreement (the “Agreement”) with Target Minerals, Inc (“Target”), a private Nevada company, and acquired one-hundred percent (100%) interest of Target’s one percent (1%) production royalty on the Olinghouse Project, located in the Olinghouse Mining District, Washoe County, Nevada.

 

The Olinghouse Project is located approximately 30 miles east of Reno, Nevada. The property was operated by Alta Gold in the late 1990’s and Alta 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 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. 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.

The Olinghouse Project’s current owner is Lake Mountain Mining LLC, (“LMM”), a private Nevada company. LMM is currently reviewing its financing plans for additional exploration, required permitting, economic studies and various capital expenditures towards a production restart decision in the near future.

 

Nevada Canyon had the exclusive right and Purchase Option (see its news release issued on 12-21-2021), exercisable at any time during the Option Period at its sole discretion, to acquire one-hundred percent (100%) of a production royalty in the amount of one percent (1%) of the net smelter returns on all minerals and products produced from certain properties comprising the Olinghouse Project from Target.

 

The Purchase Option Agreement was amended to a one-time cash payment of $1,500,000, including previous cash payments of $240,000, for full consideration of $1,740,000 in cash. The original terms of the Agreement consisted of the following: (i) cash option payments of $240,000 (ii) $2,000,000 which shall be paid by Purchaser to Vendor in either cash, or (iii) 2,000,000 common shares of Nevada Canyon, subject to certain terms and conditions.

 

“This continues our Nevada-based royalty acquisition roll up,” said Nevada Canyon President and CEO, Alan Day, “The amendment and subsequent exercise of the Olinghouse Royalty Purchase Agreement strengthens our royalty portfolio and adds another royalty with significant upside, now at a much lower cost basis. Also, as with all Nevada Canyon royalty purchases, it offers excellent leverage to gold prices.

 

About Nevada Canyon Gold Corp.

 

Nevada Canyon Gold Corp. is a US-based natural resource company headquartered in Reno, Nevada. The Company has a large, strategic land position and royalties in multiple projects, within some of Nevada’s highest-grade historical mining districts, offering year-round access and good infrastructure in proven and active mining districts. The Company has a three-fold business model; i) mineral royalty creation and acquisition; ii) precious-metals and exploration streaming; and iii) exploration project accelerator.

 

 

For further information please contact:

 

Corporate Communications

Larry Heuchert

Tel: [phone] Ext. 2

Email: [e-mail]

Web: www.nevadacanyongold.com

 

Forward-Looking Statements

 

The information posted in this release may contain forward-looking statements. The statements contained in this press release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. You can identify these statements by use of the words “may,” “will,” “should,” “plans,” “expects,” “anticipates,” “continue,” “estimate,” “project,” “intend,” and similar expressions. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. These risks and uncertainties include, but are not limited to, general economic and business conditions, effects of continued geopolitical unrest and regional conflicts, competition, changes in technology and methods of exploration, delays in completing various engineering and exploration programs, and any potential results from such programs. Specifically, forward-looking statements in this news release include statements with respect to the potential mineralization and geological merits of the Company properties and various other factors beyond the Nevada Canyon Gold Corp.’s control. The Company’s actual results could differ materially from those discussed in this press release. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events except as required by applicable securities legislation. Investors are advised to carefully review the reports and documents that Nevada Canyon Gold Corp. files from time to time with the SEC, including its Annual Form 10K for the fiscal year ended December 31, 2023, Quarterly Reports and Current Reports.

 

Cover	Aug. 14, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 14, 2024
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

---