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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported) 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)
(888)
909-5548
Registrant’s
telephone number, including area code
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act: None.
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
ITEM
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.
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 |
|
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 14th, 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.]
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.]
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 |
Exhibit
99.1
 |
5655
Riggins Court, Suite 15 |
| Reno,
NV 89502 |
| Tel
: 888-909-5548 |
| Fax
: 888-909-1033 |
Trading
Symbol OTCMKTS: NGLD
NEWS
RELEASE
NEVADA
CANYON 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:
1-888-909-5548 Ext. 2
Email:
ir@nevadacanyongold.com
Web:
www.nevadacanyongold.com
Forward-Looking
Statements
The
information posted in this release may contain forward-looking statements. The statements contained in this press release that are not
purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. You can identify these statements by use of the words “may,” “will,” “should,”
“plans,” “expects,” “anticipates,” “continue,” “estimate,” “project,”
“intend,” and similar expressions. Forward-looking statements involve risks and uncertainties that could cause actual results
to differ materially from those projected or anticipated. These risks and uncertainties include, but are not limited to, general economic
and business conditions, effects of continued geopolitical unrest and regional conflicts, competition, changes in technology and methods
of exploration, delays in completing various engineering and exploration programs, and any potential results from such programs. Specifically,
forward-looking statements in this news release include statements with respect to the potential mineralization and geological merits
of the Company properties and various other factors beyond the Nevada Canyon Gold Corp.’s control. The Company’s actual results
could differ materially from those discussed in this press release. The Company disclaims any intention or obligation to update or revise
any forward-looking statements whether as a result of new information, future events except as required by applicable securities legislation.
Investors are advised to carefully review the reports and documents that Nevada Canyon Gold Corp. files from time to time with the SEC,
including its Annual Form 10K for the fiscal year ended December 31, 2023, Quarterly Reports and Current Reports.
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Nevada Canyon Gold (PK) (USOTC:NGLD)
過去 株価チャート
から 7 2024 まで 8 2024
Nevada Canyon Gold (PK) (USOTC:NGLD)
過去 株価チャート
から 8 2023 まで 8 2024
