☒~~[X]~~ANNUAL REPORT under SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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

~~316 California Avenue,~~ 5655 Riggins Court, Suite ~~543,~~ 15, Reno, NV ~~89509~~89502

Securities registered under Section 12(g) of the Exchange Act: Common Stock, $0.0001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ~~[ ]~~ ☐ No ~~[X]~~ ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ~~[ ]~~ ☐ No ~~[X]~~ ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ~~[X]~~ ☒ No ~~[ ]~~☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Website, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such ~~files)~~fi les). Yes ~~[X]~~ ☐ No ~~[ ] [check “yes” if statement is accurate.]~~ ☒

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S−K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10−K or any amendment to this Form 10−K. ~~[X]~~☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer or a small. See definition of “large accelerated filer, accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ~~[ ]~~☐ No ~~[X]~~☒

~~The~~State the aggregate market value of the voting ~~stock~~and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the ~~registrant as of February 8, 2017, based upon the~~ last ~~sale price~~business day of the ~~common stock~~registrant’s most recently completed second fiscal quarter: $7,988,122 based on average of ~~such date: $2,152,500~~closing bid and ask for Nevada Canyon Gold Corp. shares on June 30, 2023.

The number of shares of the registrant’s common stock issued and outstanding as of March ~~20, 2017~~11, 2024, was ~~44,050,000.~~25,322,001.

The information contained in this Annual Report on Form 10-K includes some statements that are not purely historical and that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as such, may involve risks and uncertainties. These forward-looking statements relate to, among other things, expectations of the business environment in which we operate, perceived opportunities in the market and statements regarding our mission and vision. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. You can generally identify forward-looking statements as statements containing the words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The forward-looking statements contained herein are based on various assumptions, many of which are based, in turn, upon further assumptions. Our expectations, beliefs and forward-looking statements are expressed in good faith on the basis of management’s views and assumptions as of the time the statements are made, but there can be no assurance that management’s expectations, beliefs or projections will result or be achieved or accomplished.

In addition to other factors and matters discussed elsewhere herein, the following are important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements: technological advances, impact of competition, dependence on key personnel and the need to attract new management, effectiveness of cost and marketing efforts, acceptances of products, ability to expand markets and the availability of capital or other funding on terms satisfactory to us. We disclaim any obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

For a discussion of the risks, uncertainties, and assumptions that could affect our future events, developments or results, you should carefully review the “Risk Factors” set forth under “Item 1. Description of Business"”. In light of these risks, uncertainties and assumptions, the future events, developments or results described by our forward-looking statements herein could turn to be materially different from those we discuss or imply.

~~We were~~Nevada Canyon Gold Corp., (the “Company”) was originally incorporated ~~under the laws of the State of Nevada~~ on February 27, 2014, ~~with fiscal year end~~ in ~~December 31, under~~ the ~~original name~~state of Nevada as Tech Foundry Ventures, Inc. On April 28, 2014, we filed a Certificate of Correction to our Articles of Incorporation to correct a typographical error in our Articles of Incorporation to state that the total number of authorized shares were 110,000,000, $0.0001 par value rather than 100,000,000, $0.001 par value. On March 3, 2016, our Board and majority shareholders approved an amendment to our Articles of Incorporation by adding Articles Twelve through Fourteen, which, in summary: (i) grants the board the right to amend, alter, change or repeal any provision in the Articles; (ii) authorizes the Board, without the consent of the shareholders, to adopt any recapitalization affecting the outstanding securities by effecting a forward or reverse splits of all of the outstanding securities, provided the recapitalization does not require any amendment to the Articles; and (iii) authorizes the Board to change our name without shareholder approval.Ventures. On July 6,8, 2016, wethe Company changed ~~our~~its name toNevada Canyon Gold Corp., in order to reflect its current business and strategy.

We are a US-based natural resource company headquartered in Reno, Nevada. The Company has a large, strategic land position and royalties, in multiple projects, within some of Nevada’s highest-grade historical mining districts. Majority of the Company’s projects and royalties (collectively, the “Projects”) are located within the state of Nevada which is rated as one of the best places to explore and mine in the world. The Projects all have excellent year-round access, with good infrastructure in proven and active mining districts.

We have never been party to any bankruptcy, receivership or similar proceeding, nor have we undergone any material reclassification, merger, consolidation, purchase or sale of a significant amount of assets not in the ordinary course of business.

We were a consulting service company, which provided management and consulting services to early and middle stage start-ups. We were engaged by our first client in June 2015. In December 2015, we changed our business to mineral exploration, when we acquired all of Nevada Canyon Gold Corporation’s - a privately held Nevada corporation (“NCG”) - rights, titles and interests in and to an exploration agreement, dated for reference September 15, 2015, with an option to form a joint venture (the “Agreement”) with Walker River Resources Corp., a Canadian public company (TSX.V:WRR) on its wholly-owned Lapon Canyon Gold Project (“Lapon Canyon Project”, or “the Property”).

To acquire full consideration for all rights in and to the Agreement we paid NCG $65,000, which consisted of an initial cash deposit payment of $25,000, and a second cash payment of $30,000; the balance of $10,000 was paid through the issuance of 1,000,000 of our restricted common shares at a price of $0.01 per common share.

The Agreement does not grant us an interest in or to the Property, or any equity interest in WRR, but rather, grants us the right to earn up to an undivided 50% interest in the Property by incurring eligible expenditures of $500,000 (over a two-year period) in exploration and other expenses required to carry out a work program established and operated by WRR on the Property (the “Eligible Expenses”). Thereafter, the Agreement grants us an option to enter into a joint venture with WRR for further exploration and development of the Property.

We have had limited operations and have limited financial resources having raised $85,000 in our initial public offering and further $375,000 through our private placement offering completed on June 21, 2016. Our auditors have expressed substantial doubt about our ability to continue as a going concern. As of December 31, 2016, we had accumulated losses in the amount of $436,503, and incurred $278,834 in Eligible Expenses associated with the exploration program as required under the Agreement. In order to maintain our interest, we are required to invest an additional $221,166 over the next year. We had $51,789 in cash with working capital deficit of $39,403, therefore we believe that our present capital is not sufficient to cover our budgeted expenditures for the next 12 months. As such, we plan to support our operations including the exploration program through additional equity or debt financing; however, there can be no assurance that we will be successful in our efforts to raise additional capital.

On February 28, 2014, we issued 210,000,000 shares (70,000,000 common shares each) of our $0.0001 par value common stock, valued at $0.0001 per share, to our three founders, Jeffrey Cocks, our Chief Executive Officer, Michael Levine, our director, and BCIM Management, LP, in exchange for their services associated with our formation, organization, and development of our business model and website. Our board of directors valued these services at $0.0001 per share, or $700, respectively. On April 4, 2016, our founders tendered 180,000,000 shares of common stock for cancellation (60,000,000 shares each). These shares were cancelled and returned to the Company’s treasury to a status of authorized but unissued.

~~On April 28, 2016, we split our common stock on a 10:1 basis without affecting the par value. All shares and per share amounts have been retroactively restated to account for the split.~~

Our principal business, executive, and registered statutory office is located at ~~316 California Avenue,~~5655 Riggins Court, Suite ~~543,~~15, Reno, NV ~~89509~~89502 and our telephone number is (888) 909-5548, fax is (888) 909-1033 and email contact isinfo@nevadacanyongold.com. Our website address is www.nevadacanyongold.com.

WeNevada Canyon has a three-fold business model: (1) Exploration project accelerator; (2) mineral royalty acquisitions; and (3) precious-metals streaming.

● An exploration project accelerator means finding under-valued or distressed assets, providing initial investment capital for geological and exploration work, then selling the assets to other mining companies for premium returns without large capital expenditures. In this model, Nevada Canyon retains a royalty, recovers its costs, and avoids the high cost of putting mines into production. This can create short term upside value in these assets at very low risk while retaining a long-term royalty at a very low-cost basis. Nevada Canyon’s geological team discovers, interprets, and builds the geological models, then increases the land package through additional land acquisitions. The mineral resources are anincreased and upgraded, followed by the sale to larger mining companies.

● Nevada Canyon’s second business model is the acquisition of mineral property royalties (net smelter royalties or “NSR’s”). The Company plans to generate revenue from selling mineral properties to mining companies while retaining a long-term royalty for the life of the mine. This business model also includes the purchase of existing royalties from third parties as well as optioned sales of properties that provide ongoing revenue and eventual royalties. Nevada Canyon will stake and/or assemble drill-ready land packages for mining companies to explore and develop, then sell those claims while retaining a royalty. Nevada Canyon will also option exploration ~~stage Company and only recently begun our~~properties to mining or exploration ~~operations.~~

We are a party to an Agreement with option to form a joint venture with Walker River Resources Corp. on its wholly-owned Lapon Canyon Gold Project located approximately 40 miles southeast of Yerington, Nevada. The Agreement does not grant us an interest in orcompanies for staged payments to the ~~Property,~~Company while retaining a royalty. Lastly, Nevada Canyon will also acquire royalties related to producing or ~~any equity interest~~near-term producing properties with close proximity to producing mines.

● The Company’s third business model is a precious-metals streaming company. A precious-metals streaming company provides up-front capital for mine development in ~~WRR, but rather, grants us~~exchange for a percentage of the ~~right to earn~~precious metals output at a below-market cost, in some instances up to an ~~undivided 50% interest in~~80% discount to market. Nevada Canyon can then sell what it receives from its partners at market prices and retain the Property by incurring eligible expenditures of $500,000 (over a two-year period) in exploration and other expenses required to carry out a work program established and operated by WRR on the Property (the “Eligible Expenses”). Thereafter, the Agreement grants us an option to enter into a joint venture with WRR for further exploration and development of the Property.difference as profit.

Even if we complete our current exploration programs and are successful in identifying a mineralized deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit, called a reserve.

We commenced exploration of the Property in early 2016 with what we anticipated is sufficient funding for approximately one year of operations. In order to continue our exploration activities we will be required to source additional cash through equity or debt financing, or by borrowing the funds from our management. We did not buy or sell any significant equipment during the past twelve months and do not anticipate buying or selling any significant equipment in the following 12 months either. If we find mineralized materials in the Property, we have no intention to develop the reserves ourselves, but rather, we will attempt to find a mining operations company to whom we can sell the property or with whom we can enter into a business arrangement to put the ore deposit into operation.

We do not intend to hire employees at this time. All of the work on the Property is being conducted by WRR, who is responsible for surveying, geology, engineering, exploration, and excavation, and we are responsible for paying all of the expenses incurred in such activities. As of October 15, 2016, we have incurred required $250,000 in Eligible Expenses, and earned the 25% interest to the Property. Once we have paid an additional $250,000, we will have earned an additional 25% interest, for a total 50% in the Property.

One of our directors is present on the Property as a representative for the Company during most exploration operations. If we hire an independent geologist, he/she will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material.

Mineral property exploration is typically conducted in phases. We began our exploratory drilling campaign to determine if there is sufficient mineralization on the property to warrant continued exploration and development activities. We estimate the cost of the drilling, shipping samples, as well as geological mapping, rock chip sampling, grid establishment, hiring geologists, and soil sampling, to be approximately $500,000, which is the amount we expect to pay in order to acquire a 50% interest in the Property.

~~After the completion of the first phase of the exploration program, we will review the results and conclusions and evaluate the advisability of additional exploration work on the Property.~~

Nevada Canyon has identified numerous gold and silver streaming opportunities and is not tied to the performance of any one producer. Most importantly, streaming companies are instant beneficiaries of rising physical metal prices. For example, the average cash cost per gold equivalent ounce (“GEO”) is $400 for Nevada, based on comparable operating streaming Companies. This offers investors cost predictability, direct leverage to increasing precious metals prices and a high-quality asset base within Nevada. This portion of our business model offers investors commodity price leverage and exploration upsides with a much lower risk profile than a traditional mining company.

Nevada Canyon management (“Management”) has vast contacts within the mining industry and extensive experience in mineral property acquisitions and divestures with over 30 years’ experience operating in Nevada. This gives us the unique ability to assemble valuable land packages near producing mines, which can then be sold to the mine operators while retaining a life-of-mine royalty. Nevada Canyon can generate near-term revenue through mineral property sales and generate long-term revenue through life-of-mine royalties. This strategy allows for the bypass of the risk and expense of exploration programs and/ or large production capital costs while keeping our overhead low.

We believe this multi-level business model is a significant improvement on the typical project generator/joint venture model. It allows the Company to maintain a large portfolio of properties and generate significant deal flow. Shareholder value is highly leveraged to the price of gold. As prices increase, we anticipate seeing growth in the value of our properties, the cash flow from our option portfolio, our equity investments in mid-tier/junior companies, and a higher market valuation on our growing royalty portfolio and the blue sky of our exploration programs. We also hope this revenue generating, low overhead business model will also allow Nevada Canyon the ability to grow.

As of the date of this Annual report on Form 10-K, our mineral property interests are comprised of the Lazy Claims Property, the Loman Property, and the Agai-Pah Property located in Mineral County, Nevada, the Swales Property located in Elko County, Nevada, and the Belshazzar Property located in Quartzburg mining district, Boise County, Idaho. In addition, we acquired a 2% net smelter returns royalty (“NSR”) on the Palmetto Project, located in Esmeralda County, Nevada, and have an option to acquire 100% interest of Target Minerals, Inc’s (“Target”) 1% production royalty on the Olinghouse Project, located in the Olinghouse Mining District, Washoe County, Nevada. The Company is presently focused on exploration of its Swales and Agai Pah Properties in Nevada. Remaining mineral property interest are considered secondary, and exploration efforts on these may be rescheduled to accommodate exploration programs scheduled for Swales and Agai Pah Properties.

If⁽¹⁾Lazy Claims Property is adjacent to the Loman Property, and therefore is not indicated on the map included in Figure 1

On August 2, 2017, we ~~are unable~~entered into an exploration lease agreement (the “Lazy Claims Agreement”) with Tarsis Resources US Inc. (“Tarsis”), a Nevada corporation, to ~~complete any phase~~lease rights to three Lazy Claims totaling 60 acres (the “Lazy Claims”). The term of ~~exploration because~~the Lazy Claims Agreement is ten years and is subject to extension for an additional two consecutive 10-year terms. Full consideration of the Lazy Claims Agreement consists of the following: an initial cash payment of $1,000 to Tarsis, which we ~~don’t have enough funds,~~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 ~~cease activities until we raise more money. At the present time, we have made arrangements to raise the additional funds~~not be required to ~~do advanced exploration but not~~pay a $2,000 annual minimum payment. As of the date of this Annual Report on Form 10-K, we retain our leasing rights to ~~place our~~the Lazy Claims.

As of December 31, 2023, the total cost of the Lazy Claims Property ~~into production. If we need additional cash~~was $Nil, and ~~cannot raise it, we will either have to suspend activities until we do raise the cash, or cease activities entirely. Other than as described in this paragraph, we have~~had no ~~financing plans.~~plant nor equipment associated with it.

The ~~Lapon Canyon Gold Project (the “Lapon Project”, or the “Property”) consists~~Lazy Claims consist of 36three claims ~~(720~~(60 acres) situated in the Wassuk Range, easily accessible by secondary state roads from the main highway (40 miles) south of Yerington, Nevada. A state grid power transmission line passes within 2 miles of the Property.

~~The Lapon Project is~~are located within the Walker Lane shear zone, a ~~60 mile wide~~60-mile-wide structural corridor extending in a southeast direction from Reno, Nevada. ~~Within this trend, numerous gold, silver,~~The property is located in section 20, T.7N, R.32E MDM in Mineral County approximately 13 miles southeast of the town of Hawthorne, NV. The Lazy Claims Property has established infrastructure and ~~copper mines~~year-round access via U.S. Highway 95. The Lazy Claims are located ~~notably~~adjacent to the ~~historic Comstock Lode mines in Virginia City, the past producing Esmeralda/Aurora gold mine, with reported production of some one million ounces,~~Company’s Loman Property, and therefore are included as ~~well as the Anaconda open pit copper mine in Yerington. Nevada Copper’s new mine, Pumpkin Hollow, is also located within the Wassuk Range about 15 miles north of Lapon.~~

The Lapon project is cut by a series of steeply dipping cross fault structures cutting across the Walker trend, analogous to other cross fault structures responsible for many gold and base metal deposits in the world. These faults are heavily sheared and altered (sericite, iron oxides) with abundant silica. They vary in width from 200 to 1000 feet. Four of these structures have been discovered at Lapon, and at least two can be traced for over three miles. Gold mineralization is located within echelon structures within these faults. At least one of these shear zones, the Lapon Rose zone was the site of underground development, and shows a minimum strike length of 3 miles, has a width of over 200 feet and has a vertical extent of at least 2000 feet.

Small scale high grade mining began on the project in 1914. Approximately 2000 feet of drifts and raises were developed from two adits and a two-stamp mill was built. Further limited underground work was carried out, returning numerous assay values in the range of one ounce per ton, with a sample at the end of an adit returning 20.6 ounces per ton. (National Instrument 43-101, Montgomery and Barr, 2004).

Walker River Resources Corp. began its initial exploration work in April 2015 with significant exploration progress made during 2015. Within the upper Lapon Rose Zone, gold mineralization in the form of Visible Gold was noted in two different locations within the upper adit. Due to intense alteration and shearing the on-site identification was found to be rather difficult; the samples were cut and studied using a microscope. The assays confirmed that the in situ rock is Porphyry, in all probabilities, a quart monzonite intrusive. Copper mineralization, in the form of malachite and chalcopyrite, has also been identified within the Lapon Rose Zone.

~~During the same exploration program a newly discovered shear/altered zone was discovered some 2000 feet east~~part of the ~~Lapon Rose Zone. Evidence of mining activities within this previously unknown zone were discovered with evidence of a collapsed mine portal.~~Loman Property map included in Figure 2 below.

Finally, another shear zone, some 3300 feet west of the Lapon Rose Zone, shows intense iron oxide mineralization and silicification, with the presence of a previously unknown adit into the center of this zone.

The US Geological Survey has mapped the area and has published the results as Miscellaneous Field Studies maps, MF 1485 and MF 1486. Mapped units include Paleozoic metasediments, Mesozoic sediments and intrusions, and Cenozoic volcanic rocks and porphyry intrusions. Like most of the Walker Lane, the area has a strong system of N50W- trending, normal and strike-slip faults along with a series of generally NE-trending thrust faults. The area has seen prospecting since the late 1800’s and contains hundreds of prospect pits and adits that explore various styles of base and precious metal mineralization.

The published USGS geologic quadrangle map for the Pamlico mine area, (MF 1485, MF 1486, Oldow, 1985), shows the eastern portion of the Lazy Claims project area underlain by a thick, undivided sequence of folded and faulted Mesozoic and or Paleozoic volcanic and sedimentary rocks. The western portion of the project is underlain by Jurassic- to Triassic-age Sunrise and Gabbs Formations comprising interbedded limestones and calcareous mudstones. Locally, black Tertiary basalt caps the older rocks. The structural fabric is dominated by NW-trending, Walker Lane structures and by an older N70o E fabric, several phases of strongly altered and locally mineralized intrusive rocks as well as zones of jasperoids and strong silicification has been identified.

Previous work on the project has identified the following discrete zones of mineralization: (1) the Lazy Man gold zone which is a structurally-controlled, intrusion-related gold deposit that produced about 1,200 oz Au from NW-trending, high grade zones partially hosted by altered rhyolite dikes, (2) areas of strong vuggy silica alteration in both intrusive porphyritic rocks and volcanic agglomerates particularly in the footwall of the Lazy Man zone, (3) a large area of barite and copper mineralization with intense bleaching east of the gold zone, (4) strong copper showings to the southeast of the gold zone, (5) the Loman antimony mine to the southwest of the gold zone, (6) skarn zones to the west of the gold zone, (7) a large zone of strong IP response to the west of the gold zone, and (8) a pyrrhotite porphyry intrusion west of the gold zone.

The Lazy Claims cover several past-producing small-scale high-grade mines, altered and mineralized zones discovered by geological compilations and mapping of the historical workings, discovered by the previous exploration on the Project. The previous sampling on the project has revealed the presence of copper, bismuth, and antimony as well as pervasive lower grade gold mineralization, cut by vein structures (some previously mined) of higher grade gold. Previous induced polarization surveys also denoted the presence of significant coincident I.P. anomalies. The Lazy Claims Property hosts the historic small scale past producing Lazy Man Mine. Numerous exploration targets exist within the Property. In addition, The Lazy Claims Property is in close proximity to several past producing mines including Bodie, Aurora, Borealis, Pamlico, Evening Star, Mabel, Mindoro and Camp Douglas Mines.

Below is a summary of previous exploration of identified mineralized areas within the properties.

The main structure that the mine workings explore has an N35^oW trend and dips about 60^o to the southwest. The vein was discovered in 1933 by a local prospector. The mine is credited with historic production of about 1,200 ounces of gold from 2,800 feet (853 m) of underground workings. The three main shafts explore about 1,000 feet (304 m) of strike length on the vein, and the shafts extend to a maximum depth of 300 feet (91 m). The workings have been mapped and sampled in some detail by Congdon and Carey in 1974, and many multi-ounce gold values are noted in the remaining vein material. One 4.9 foot-long (1.5 m) sample from a cross cut on the 300 level contained 2.2 oz Au/ton (68.4g/t). The high-grade veins occur within a broader zone of intense quartz-sericite alteration, which has previously been mapped as rhyolite. Most of the mine dumps are composed of this “rhyolite”, and Congdon and Carey measured approximately 8,000 tons of this material containing from 0.09 to 0.21 oz Au/ton (3.07 to 7.1 g/t Au). Gold occurs in iron oxide-filled fractures along with druzy quartz veinlets, and there is occasionally visible gold. Detailed mapping around the old workings of the Lazy Man mine has delineated a zone of intense acid-leaching in intrusive porphyritic rocks and volcanic agglomerates primarily in the footwall of the vein. The rock now has a porous and vuggy appearance; this style of alteration is interpreted to be “Vuggy Silica” alteration that is typical of the upper levels of high-sulfidation ore deposits. Surrounding the vuggy silica zone is a zone of strong argillic alteration. Recent work has discovered previously unrecognized mineralized zones east of and parallel to the Lazy Man vein that contain silicified, brecciated outcrops assaying 2.26 g/t Au and 8,150 ppm As. These zones have been traced for over 1,200 feet (365 m) and are up to 60 feet (18 m) wide.

In 2020 we completed a portion of the Phase I exploration program on the Lazy Claims Property, which consisted of reconnaissance prospecting, geological mapping, surface trenching, and relocating historical workings. Completion of the Phase I program was initially scheduled for spring of 2021, however, due to the restrictions associated with past COVID-19 pandemic, the phase was put on hold. The Company intends to resume Phase I later in 2024. Phase I program will provide accurate modern data to assist in the planning of the Phase II drill program.

In December 2019 we acquired 27 unpatented mining claims for a total of $10,395 (the “Loman Property”). Due to certain regulatory restrictions associated with COVID-19 pandemic, we were required to delay the re-registration of the Loman Property claims into the Company’s name. The Loman claims were transferred and re-registered into our name in the fourth quarter of fiscal year 2021.

As of December 31, 2023, the total cost of the Loman Property was $10,395, and had no plant nor equipment associated with it.

The Loman Property is located in sections 20-23 & 26-29 T.7N, R.32E MDM, within Mineral County approximately 13 miles southeast of the town of Hawthorne, NV, within the Walker Lane shear zone, a 60-mile-wide structural corridor extending in a southeast direction from Reno, Nevada, along U.S. Highway 95. The project has excellent year-round access and infrastructure within Mineral County, one of the most pro-mining counties and highest-grade gold districts of Nevada.

The Loman Property consists of 27 unpatented mining claims having a combined area of approximately 540 acres. The Loman Property covers several past producing small-scale high-grade gold and copper mines, altered and mineralized zones discovered by previous geological compilations and mapping of the historical workings. Historical sampling on the project has revealed the presence of copper, bismuth, and antimony as well as pervasive lower grade gold mineralization, cut by vein structures (some previously mined) of higher-grade gold. Previous geophysical surveys also denoted the presence of significant coincident I.P. and magnetic anomalies. These factors clearly demonstrate the potential of this relatively unexplored project for the discovery of gold mineralization.

The Loman Property is located near several past producing mines including the Bodie, Aurora, Borealis, Pamlico, Evening Star, Mabel, Mindoro and Camp Douglas Mines. Held by private interests for most of its history, the Loman Property remains very underexplored with a potential for new discoveries on several exploration targets with multiple zones.

In 2020 we completed a portion of our Phase I program that consisted of reconnaissance prospecting, geological mapping, surface trenching, relocating historical workings and ground based geophysical surveying. Completion of the Phase I program will provide accurate modern data to assist in the planning of the Phase II drill program. Phase I was initially expected continue in the spring 2021, with Phase II to begin shortly after the compilation of the Phase I results. Due to the restrictions and subsequent lack of available contractor personnel associated with COVID-19 pandemic, Phase I was put on hold and the Company plans to resume it later in 2024.

On May 19, 2021, we entered into an exploration lease with option to purchase agreement (the “Agai-Pah Property Agreement”) with MSM Resource, L.L.C., (“MSM”) a Nevada limited liability Corporation on the Agai-Pah Property, consisting of 20 unpatented mining claims totaling 400 acres (the “Agai-Pah Property”). Alan Day, the managing member of MSM, is the CEO, President, and director of the Company.

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

The Company has the exclusive option and right to acquire 100% ownership of the Agai-Pah Property (the “Agai-Pah Purchase Option”). To exercise the Agai-Pah Purchase Option, the Company will be required to pay $750,000 (the “Agai-Pah Purchase Price”). The Agai-Pah Purchase Price can be paid in either cash and/or equity of the Company, or a combination thereof, at the election of MSM. The annual payments paid by the Company to MSM, shall not be applied or credited against the Purchase Price. As at December 31, 2023, the Company had recorded $60,000 in acquisition costs associated with the Agai-Pah Property.

As of December 31, 2023, the total cost of the Agai-Pah Property was $60,000, and had no plant nor equipment associated with it.

The Agai-Pah Property consists of 20 unpatented mining claims with a combined area of 162 hectares (400 acres). The Agai-Pah Property is located in sections 2-3 & 10-11, T.10N, R.30E MDM, in the northwestern portion of the Gillis Range, within the Buckley Mining District, in Mineral County, Nevada, 13 miles north-east of the town of Hawthorne, and 22 miles SW of the Rawhide Mine. The Property is within the Walker Lane shear zone, a 60-mile-wide structural corridor extending in a southeast direction from Reno, Nevada. The project has excellent year-round access and infrastructure within Mineral County, Nevada.

The Agai-Pah Property is underlain by meta-volcanic rocks of the Permo-Triassic Excelsior Formation. The local stratigraphy consists of interbedded volcanics, conglomerate and occasional limestone lenses that have been altered through metamorphisim to hornfelsic greenstones and localized calcsilicate and marble skarns. The area is cross-cut by a large northwest to southeast structural trend, with the mineralization occurring along this trend and along skarn contacts.

Mineralization occurs as hydrothermal alteration and veining along structures and along contacts with carbonate rocks. Silver, lead, copper and gold mineralization are found within clay altered shears, quartz veins and hornfeslic scarns. In the ~~end~~west central portion of ~~2015, Walker River Resources Corp.~~the Agai-Pah Property, a quartz vein is exposed within a small open pit which exhibits visible chlorargyrite (AgCl).

The Agai-Pah Property contains numerous historical workings consisting of underground workings with multi-level vertical shafts, several adits at different sub-levels, declines and a number of prospects pits that dig along structures. An existing road network provides access to the numerous historical workings. Historical sampling on the project has revealed the presence of silver, copper, gold, lead, zinc, barium and barite. There have been at least two periods of mining on the property, with the first in the early 1900’s, and then later in the late 1980’s. The early 1900’s, work consisted of excavation of at least 15 adits, 5 vertical shafts, declines and numerous prospects pits that dig along structures.

The second episode of mining took place in the late 1980s when a small pit was excavated, and ore material was mined and transported approximately 2 miles to the west to a small heap leach. During this time about two kilometers of roads were built, several large trenches were completed, and a number of shallow drill holes (12+) were drilled. All the drill holes noted during this historical work were vertical and most were drilled in the hanging wall of the ore-bearing structures. An extensive sampling program was undertaken in early 1988, evidenced by aluminum sample tags widely spaced in the areas of alteration. No historical data has been found from any of this historical exploration work.

The Company plans to start Phase I exploration program in 2024. Phase I of the exploration program on the Agai-Pah Property, will consist of reconnaissance prospecting, geological mapping, surface trenching, and relocating historical workings. Once completed, the Phase I program will provide accurate modern data to assist in the planning of the Phase II exploration program. Phase II will consist of a ground-based geophysical survey and final compilation of all the Phase I results.

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

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

Full consideration of the Belshazzar Property Agreement consists of the following: (i) an initial ~~5-hole reverse circulation~~cash payment of $20,000 to be paid within 90 days from the execution of the Belshazzar Property Agreement on June 4, 2021 (the “effective date”), and (ii) annual payments of $20,000 to be paid on the anniversary of the Effective Date while the Belshazzar Property Agreement remains in effect.

The Company has the exclusive option and right to acquire 100% ownership of the Belshazzar Property (the “Belshazzar Purchase Option”). To exercise the Belshazzar Purchase Option, the Company will be required to pay $800,000 (the “Belshazzar Purchase Price”). The Belshazzar Purchase Price can be paid in either cash and/or equity of the Company, or a combination thereof, at the election of Belshazzar. The annual payments paid by the Company to Belshazzar, shall not be applied or credited against the Belshazzar Purchase Price. The Belshazzar Property is subject to a 1% Gross Returns Royalty payable to the property owner, from the commencement of commercial production subject to certain terms. As at December 31, 2023, the Company had recorded $60,000 in acquisition costs associated with the Belshazzar Property.

As of December 31, 2023, the total cost of the Belshazzar Property was $60,000, and had no plant nor equipment associated with it.

The Belshazzar Property consists of 10 unpatented mineral claims and 7 placer mineral claims in a combined area of approximately 200 acres located in sections 17&18, T.7N, R.4E MDM situated along the upper reaches of Fall Creek within the Quartzburg mining district about 25 miles north-northeast of Boise, Idaho. The Belshazzar Property is accessed via 16 miles of mostly gravel road from Idaho City, with year-round access. The Quartzburg district is in the western part of a larger mining region known as the Boise Basin, which produced over 2.8 million troy ounces of gold from placer and lode mines (Anderson, 1947).

The Boise Basin is underlain by Cretaceous-age plutonic rocks of the Idaho Batholith, consisting chiefly of biotite granodiorite and muscovite-biotite granite. Stocks of platonic rocks of the Eocene age, including diorite, quartz monzodiorite, hornblende-biotite granodiorite, gabbro and biotite granite have intruded into the Idaho Batholith.

The Belshazzar and Mountain Chief mines are situated at opposite ends of a northeast-striking, mineralized shear zone in Cretaceous biotite granodiorite of the Idaho Batholith. Three roughly parallel fissure veins have been identified within this shear zone, with the Belshazzar being the central and most prominent. The Centennial vein lies 680 feet to the south and has received only a limited amount of underground development work from the Belshazzar mine. A third vein is located approximately 600 feet to the north of the Belshazzar vein and has seen only limited prospecting from the surface.

The Belshazzar Property hosts the past producing Belshazzar mine. Approximately 3,000 feet of underground workings consisting of several adits at different levels, sub-levels with connecting vertical shafts and milling facilities. By 1914, the Belshazzar mine had its own boarding house, bunk house, barn, assay office, blacksmith shops, sawmill and IO-stamp mill. Construction of a new mill was completed in 1924. A 1,700-foot-long aerial tramway connected ore bins at the No. 2 portal with the mill on Fall Creek (Quinn, 1914) remains of a tram terminal can still be seen at the No. 2 portal and at the site of the original mill (Dan Turmes, Idaho Dept. of Environmental Quality, 2008) The last known production from the Belshazzar mine was reported in 1941 (Mitchell, 2008). Exact production figures for the mine are not available.

As early as 1914, “high grade specimen rock” was being reported from the Belshazzar mine (Quinn 1914), this material was found in the drift on the No. 3 level. A reported (Campbell,1927) “nugget” which yielded $245 in gold, equivalent at the time to almost 12 ounces. During 1928, it was noted that “some remarkably rich segregations of native gold” had been found in a section of the vein between the 401 and No. 3 levels. Several hand-sorted lots of this material contained between 48 and 435 ounces of gold, and one single specimen of pure metal reportedly weighed 105 ounces (Mitchell, 2008). Some of the ore was so rich that it was shipped directly to the assay office in Boise without treatment. Most of the specimen gold found at the Belshazzar was probably melted down, as few specimens are known to have survived from the active mining period ending in 1931.

In recent years, a “waste” rock dump located near the portal of the mine’s 401-foot level has, with the aid of modern metal detectors, produced hundreds of wire gold specimens, ranging from microscopic in size to over 20 troy ounces. Total recent gold specimen production to-date is unknown but is probably well in excess of 800 ounces of gold

The Company plans to start Phase I exploration program in 2024. Phase I of the exploration program on the Belshazzar Property will consist of reconnaissance prospecting, geological mapping, surface trenching, and relocating historical workings. Once completed, the Phase I program will provide accurate modern data to assist in the planning of the Phase II exploration program. Phase II will consist of a ground-based geophysical survey and final compilation of all the Phase I results.

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., (“~~RC”~~Mr. Parks”) on the Swales Property, consisting of 40 unpatented lode mining claims totaling 800 acres (the “Swales Property”).

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

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

The Company has the exclusive option and right to acquire 100% ownership of the Swales Property (the “Swales Purchase Option”). To exercise the Swales Purchase Option, the Company will be required to pay $750,000 (the “Swales Purchase Price”). The Swales Purchase Price can be paid in either cash and/or equity of the Company, or a combination thereof, at the election of Mr. Parks. The annual payments paid by the Company to Mr. Parks, shall not be applied or credited against the Swales Purchase Price. The Company made the initial cash payment of $20,000 on January 15, 2022, and made the first $20,000 anniversary payment on March 14, 2023, which was initially accrued at December 31, 2022. At December 31, 2023, the Company accrued the second $20,000 anniversary payment, which was paid on February 16, 2024.

As of December 31, 2023, the total cost of the Swales Property was $60,000, and had no plant nor equipment associated with it.

The Swales Property consists of 40 unpatented mining claims with a combined area of 800 acres. The Swales Property is located in section 16, T.35N, R.53E., MDM within the Carlin Trend, one of the richest mining districts in the world, and home to some of the largest gold mines in the US. The property is approximately 13 miles northeast of Nevada Gold Mine’s Gold Quarry Mine and 16 miles east southeast of Nevada Gold Mine’s Goldstrike Mine, all of which are located along the gold rich Carlin Trend. The Swales Property has excellent year-round access and infrastructure within Elko County, one of the most pro-mining counties in the pro-mining states and one of the highest-grade gold districts of Nevada.

Geologically, the Swales Property is underlain by Upper plate Ordovician Vinini Formation (upper plate of the Roberts Mountains thrust) with windows of Lower plate Mississippian to Silurian Roberts Mountains Formation limestone (Lower plate of Roberts Mountains thrust), the ideal host rocks for a Carlin type gold deposit. These rocks have been intruded by Tertiary rocks identified as Monzonite porphyry to the west of the property with many prospects and historic mining. Much of the property is covered by alluvium, but silicified, iron stained jasperoids are found throughout the property where outcrops are exposed. Small gold anomalies occur in the upper plate rocks at Swales Mountain which suggests the possibility of more extensive deposits in the Roberts Mountains Formation where it lies concealed by gravels or in the broken rock within the Roberts Mountains thrust.

The Swales Property contains numerous historical workings consisting of prospects pits that dig along structures found throughout the Swales Property where outcrops are exposed. The Swales Property is located within the Carlin Trend, one of the richest mining districts in the world, and home to some of the largest gold mines in the USA. There are currently eight producing gold mines within the Carlin Trend. Collectively, these mines have to date produced over 100 million ounces of gold (Nevada Bureau of Mines 2019) and still contain more than 21 million ounces of gold reserves. (Nevada Gold Mines, LLC Carlin Complex 2020).

The Company plans to start Phase I exploration program in 2024. Phase I of the exploration program on the Swales Property will consist of reconnaissance prospecting, geological mapping, surface trenching, and relocating historical workings. Once completed, the Phase I program will provide accurate modern data to assist in the planning of the Phase II exploration program. Phase II will consist of a ground-based geophysical survey and final compilation of all the Phase I results.

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

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

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

On December 23, 2022, the Company and Target agreed to extend the Olinghouse Purchase Option for an additional one-year term, expiring on December 17, 2023, for a one-time cash payment of $40,000. In December of 2023, in accordance with Article 3 of the Olinghouse Agreement, the Company provided a notice to Target it intends to exercise its option to acquire the 1% production royalty on the Olinghouse Project and, as of the date of this Annual Report on Form 10-K, is awaiting delivery of the Royalty deed, at which point the Company will have to make the final option payment as discussed above.

As of December 31, 2023, the total cost of the Olinghouse Royalty was $240,000. The Company did not have any plant nor equipment associated with Olinghouse Royalty.

The Olinghouse Project is located in sections 2, 3, 9-11, 14-23 & 27-32 T.21N., R.22 & 23E., MDM, in Washoe County approximately 30 miles east of Reno, Nevada, in the Olinghouse mining district, and consists of approximately 6000 acres of patented and unpatented claims. The project has excellent year-round access via state roads with existing infrastructures in place.

The property was operated by Alta Gold in the late 1990’s and completed a feasibility study in 1997. The Olinghouse Project hosts an historic geologic resource (Alta Gold Feasibility Study 1997) based on over 600 drill holes collared at 100 ft. centers. Nevada Canyon considers this historical estimate to be reliable and relevant, however a qualified person has not done sufficient work to classify the estimate as a current estimate of mineral resources, and therefore it is not treating this historic estimate as current compliant mineral resources. The Olinghouse Project’s current owner, Lake Mountain Mining, LLC, is currently reviewing its financing plans for additional exploration, required permitting, economic studies and various capital expenditures towards a production re-start decision in the near future. A large portion of the Olinghouse Property remains relatively unexplored. The historical mineralized resource is open at depth and along strike. The Olinghouse Project has excellent potential to increase the current gold resources in excess of 1M ounces.

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

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

As of December 31, 2023, the total cost of the Palmetto Royalty was $350,000. The Company did not have any plant nor equipment associated with Olinghouse Royalty.

The Palmetto Project, consists of 116 unpatented mining claims totaling 2,217 acres located in sections 7-9 & 17-21, T1S, R34E., MDM within Esmeralda County, Nevada, in the southern portion of the Walker Lane gold trend.

The Palmetto Project hosts an historic geologic resource completed by the Palmetto Project’s owner, Smooth Rock Ventures Corp (“Smooth Rock”). Smooth Rock engaged WSP Canada Inc. (“WSP”) to complete a resource estimation of the Palmetto Project (Palmetto Resource Estimation and Technical Report, McCracken, October 20, 2020) using drill data up to October 2017 and applying certain economic constraints. The current mineral resource statement was updated by WSP to reflect a change in gold pricing and an adjustment in the mining costs in the generation of the constraining pit shells.

Nevada Canyon considers this historical estimate to be reliable and relevant, however, it was not prepared in accordance with Item 1300 of Regulation S-K, and therefore it is not treating this historic estimate as current compliant mineral resources.

The Palmetto Project has had significant exploration work completed to date by Newmont Gold, Phelps Dodge Corp, Cambior Inc., Romarco Minerals, Curran Corp., Amselco Minerals, Escape Gold Group Inc., and most recently by ML Gold Corp. To date, 173 drill holes totaling 43,940 meters have been completed on several targets within the Palmetto Project. The initial “Discovery Hole” was drilled by Phelps Dodge in 1988, and bonanza gold-silver veins were subsequently drilled by Romarco Minerals in 1997-2002.

There are several additional mineralized zones hosting significant grades within close proximity to the inferred resource zones. These zones have yet to be included in the resource estimate due to drilling density. Smooth Rock sees these areas having immediate potential to significantly increase the overall resource on the Palmetto Project by increasing the drilling density between mineralized shells. Evidence suggests that there is significant potential to expand the resource in multiple directions.

On February 22, 2021, Smooth Rock commenced an initial four-hole diamond drill program. The program was designed to expand the current resource by drilling the mineralized zones laterally and at depth, to extend the present known mineralization. Drilling also targeted the high-grade feeder chutes contained in deformation corridors, paralleling the main structural trends, and explored other areas of the Palmetto Project outside of the inferred resource area.

Highlights included drill hole SRV 21-01 returning 31.4 g/t Au over 6.5 meters, including 44.3g/t Au over 0.8 meters, and 122.5 g/t Au over 1.1 meters from a depth of approximately 85 meters. Drill hole SRV 21-02 returned 1.73 g/t Au over 2.8 meters, at a depth starting at 102.4 meters.

The 2021 drill results align with Smooth Rock’s interpreted geological model, based on the compilation of all historical data from previous drilling and exploration programs. The information from the compilation and interpretation of the 2021 drill program ~~totalling 2500 feet on~~greatly aided in acceleration of drilling, geological mapping and understanding of the ~~Lapon Canyon Gold~~gold mineralization at the Palmetto Project.

In May 2022, Smooth Rock began a drill program, which was designed to expand the current resource by extending the known mineralized zones laterally and at depth. Drilling targeted the high-grade feeder chutes and explored other areas of the project outside of the inferred resource area. The drill program was ~~designed~~hampered by drill rig breakdowns, extensive technical drilling issues with ground water, loose broken ground, and the inability of the drill crew to ~~test and confirm mineralization~~successfully mud any of the holes in ~~an around~~order to reach the ~~historical workings and mining on~~drill holes’ targeted depths. A total of seven holes were drilled, with none of the ~~Lapon Gold Project. The initial drill results confirmed~~seven holes achieving their targeted depths, two of the ~~potential for~~seven holes drilled were abandoned before hitting bedrock. Consequently, the ~~emplacement of significant gold mineralization on~~Smooth Rock ended the ~~Lapon Project.~~

~~During 2016, we completed a 9-hole RC~~ drill program ~~totaling 3400~~early with only a total drilled footage of 2,095 feet on(638.5m) of a planned 5,000-7,500-foot drill program.

The highlights of the ~~Lapon Project. The~~2022 drill program ~~was designed to build on~~included the results received from the 2015 drill program carried out by Walker River Resources Corp. continuing to test and confirm mineralization in and around the historical workings and mining on the Lapon Project.

RC drill hole LC 16-10 was designed to verify the position of previously reported, presently inaccessible mined out area. The drill hole successfully intersected the mined-out stope at the reported location and verified the width at some 26 feet atSRV 22-09, which returned 10.98 g/t Au over 9.2 meters, from a depth of ~~223 feet. It is significant that~~88.4 meters, including 18.87 g/t Au over 4.6 meters, from a depth of 89.9 meters. This drill hole was drilled over 32 meters west northwest of drill hole SRV 21-01, demonstrating the continuity and flat lying nature of the gold ~~mineralization encountered in LC 16-10 was encountered from 180.12 to 220.14 feet, only 2.62 feet from the stope.~~mineralization.

~~The additional drill results from the 2016~~Smooth Rock is planning a follow up drill program ~~continue~~with a suitable drilling contractor, however, due to ~~confirm~~challenging market conditions, Smooth Rock decided to postpone the ~~potential~~program to allow for ~~the emplacement of significant gold mineralization on the Lapon Project.~~improved overall market conditions, which will enable Smooth Rock to secure additional financing.

~~Sampling Methodology, Chain of Custody, Quality Control and~~ Quality Assurance (QA/QC)

~~All~~During the year ended December 31, 2023, there have been no exploration or drilling samples collected by the Company, and as such, there are no preparation, analysis, or security details to describe. However, once the exploration programs commence, the Company plans to implement a quality control program to comply with industry best practices for sampling, ~~was conducted under the supervision of our project geologists and the~~ chain of custody ~~from~~and analyses, including the drill to the sample preparation facility, was continuously monitored. A blank or certified reference material was inserted approximately every tenth sample. The Lapon samples were delivered to ALS Minerals certified laboratory facility in Reno, NV. The samples were crushed, pulverized and the sample pulps digested and analyzed for gold using fire assay fusion and a 50g gravimetric finish. Higher grade samples used a 1kg screen fire assay with screen to 100 microns and 50g gravimetric finish.following:

The mineral exploration business is an extremely competitive industry. We are competing with many other exploration companies looking for minerals. We are one of the smallest exploration companies and a very small participant in the mineral exploration business. Being a junior mineral exploration company, we compete with other similar companies for financing and joint venture partners, and for resources such as professional geologists, camp staff, helicopters, and mineral exploration contractors and supplies. We do not represent a competitive presence in the industry.

The raw materials for our exploration programs include camp equipment, hand exploration tools, sample bags, first aid supplies, groceries, and propane. All of these types of materials are readily available from a variety of local suppliers.

We have no intellectual property such as patents or trademarks and, other than the ~~obligation under our option to acquire an interest in the Lapon Canyon Project that we discussed~~obligations under the “~~Business~~~~” section,~~exploration lease agreement with Tarsis Resources US Inc. and the Royalty Agreement with Smooth Rock, no royalty agreements or labor contracts.

Our exploration activities on our exploration projects may require permits from the BLM and several other governmental agencies. We ~~are not required~~may be unable to obtain these permits in a timely manner, on reasonable terms, or at all. If we cannot obtain or maintain the necessary permits, or ~~submit operational plans~~if there is a delay in ~~order to conduct~~receiving these permits, our timetable and business plan for exploration onof our exploration claims will be adversely affected. Furthermore, the ~~Lapon Project. The~~ mining business ~~however,~~ is subject to various levels of government controls and regulations, which are supplemented and revised from time to time. We cannot predict what additional legislation or revisions might be proposed that could affect our business or when any proposals, if enacted, might become effective. Such changes, however, could require more operating capital and expenditures and could prevent or delay some of our operations.

The various levels of government controls and regulations address, among other things, the environmental impact of mining and mineral processing operations. For mining and processing, legislation and regulations in various jurisdictions establish performance standards, air and water quality emission standards and other design or operational requirements for various components of operations, including health and safety standards. Legislation and regulations also establish requirements for decommissioning, reclaiming and rehabilitating mining properties following the cessation of operations, and may require that some former mining properties be managed for long periods of time. As we are not mining or processing, and are unlikely to do so for some years, we have not investigated these regulations.

None of the exploration work that we have completed to date requires an environmental permit, however, we must ensure timely repair of any damage done to the land during exploration.

We believe that we are in substantial compliance with all material government controls and regulations on the ~~Lapon Project.~~Lazy Claims Property and on the Loman Property.

At the present time, we do not have any employees other than our ~~sole officer~~officers who ~~devotes his~~devote their time as needed to our business and ~~expects~~expect to ~~devote~~continue devoting approximately 10 hours per week in ~~2017.~~2024.

From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. We are not involved in any legal proceedings nor are we aware of any pending or threatened litigation against us. Neither our ~~sole officer~~officers nor our directors are party to any legal proceeding or litigation. None of our directors or our ~~sole officer~~officers have been convicted of a felony or misdemeanor relating to securities or performance in a corporate office.

We are subject to those financial risks generally associated with ~~early stage~~early-stage enterprises. Since we have sustained losses since inception, we will require financing to fund our development activities and to support our operations and will independently seek additional financing. However, we may be unable to obtain such financing. We are also subject to risk factors specific to our business strategy and the mining and exploration industry.

The following are certain risk factors that could affect our business, financial position, results of operations or cash flows. These risk factors should be considered along with the forward-looking statements contained in this Annual Report on Form 10-K because these factors could cause our actual results or financial condition to differ materially from those projected in forward-looking statements. The following discussion is not an all-inclusive listing of risks, although we believe these are the more material risks that we face. If any of the following occur, our business, financial position, results of operations or cash flows could be negatively affected. We caution the reader to keep these risk factors in mind and refrain from attributing undue certainty to any forward-looking statements, which speak only as of the date of this Annual Report.

We own passive interests in mining properties, and it is difficult if not impossible for us to ensure properties are developed or operated in our best interest.

Aside from properties controlled within our exploration project accelerator, we are not and will not be directly involved in the exploration, development, and production of minerals from, or the continued operation of, the mineral projects underlying royalties, streams and similar interests that are or may be held by us. The exploration, development and operation of such properties is determined and carried out by third party owners and operators and any revenue that may be derived from our asset portfolio will be based on any production by such owners and operators. Third party owners and operators will generally have the power to determine the manner in which the properties are exploited, including decisions regarding feasibility, exploration and development of such properties or decisions to commence, continue or reduce, or suspend or discontinue production from a property.

The interests of third-party owners and operators and our interests may not always be aligned. As an example, it will usually be in our interest to advance development and production on properties as rapidly as possible, in order to maximize near-term cash flow, while third party owners and operators may take a more cautious approach to development, as they are exposed to risk on the cost of exploration, development and operations. Likewise, it may be in the interest of owners and operators to invest in the development of, and emphasize production from, projects or areas of a project that are not subject to royalties, streams or similar interests that are or may be held by us.

Our inability to control or influence the exploration, development, or operations for the properties in which we hold or may hold royalties, streams and similar interests may have a material adverse effect on our business, results of operations and financial condition. In addition, the owners or operators may take action contrary to our policies or objectives; be unable or unwilling to fulfill their obligations under their agreements with us; or experience financial, operational, or other difficulties, including insolvency, which could limit the owner or operator’s ability to advance such properties or perform its obligations under arrangements with us.

We may not be entitled to any compensation if the properties in which we hold or may hold royalties, streams and similar interests discontinue exploration, development or operations on a temporary or permanent basis.

The owners or operators of the projects in which we hold interests may, from time to time, announce transactions, including the sale or transfer of the projects or of the operator itself, over which we have little or no control. If such transactions are completed, it may result in a new operator, which may or may not explore, develop or operate the project in a similar manner to the current operator, which may have a material adverse effect on our business, results of operations and financial condition. The effect of any such transaction on us may be difficult or impossible to predict.

None of our royalty and other interests are on currently producing properties and these and any future royalty, streaming or similar interests we acquire, particularly on development stage properties, are subject to the risk that they may never achieve production.

None of the properties underlying our royalty and other interests are in production nor do they have established mineral reserves. These and any future royalty, streaming or similar interests we acquire may not achieve production or produce any revenues. While the discovery of gold deposits may result in substantial rewards, few properties that are explored are ultimately developed into producing mines. Major expenditures may be required to locate and establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that exploration or development programs planned by the owners or operators of the properties underlying royalties, streams and similar interests that are or may be held by us will result in profitable commercial mining operations. Whether a mineral deposit will be commercially viable depends on several factors, including cash costs associated with extraction and processing; the particular attributes of the deposit, such as size, grade and proximity to infrastructure; mineral prices, which are highly cyclical; government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use and environmental protection; and political stability. The exact effect of these factors cannot be accurately predicted but the combination of these factors may result in one or more of the properties underlying our current or future interests not receiving an adequate return on invested capital. Accordingly, there can be no assurance the properties underlying our current or future interests will be brought into a state of commercial production.

The failure of any of the properties underlying our interests to achieve production on schedule or at all would have a material adverse effect on our asset carrying values or the other benefits we expect to realize from our royalties and other interests or the acquisition of royalty interests, and potentially our business, results of operations, cash flows and financial condition.

We have limited or no access to data or the operations underlying our existing or future royalty and other interests.

We are not, and will not be, the owner or operator of any such properties underlying our existing or future royalties, streams and similar interests and have no input in the exploration, development, or operation of such properties. Consequently, we have limited or no access to related exploration, development, or operational data or to the properties themselves. This could affect our ability to assess the value of such interests. This could also result in delays in cash flow from that anticipated by us, based on the stage of development of the properties underlying our existing or future royalties and similar interests. Our entitlement to payments in relation to such interests may be calculated by the royalty payors in a manner different from our projections and we may not have rights of audit with respect to such interests. In addition, some royalties, streams, or similar interests may be subject to confidentiality arrangements that govern the disclosure of information with regard to such interests and, as a result, we may not be in a position to publicly disclose related non-public information. The limited access to data and disclosure regarding the exploration, development, and production of minerals from, or the continued operation of, the properties in which we have an interest may restrict our ability to assess value, which may have a material adverse effect on our business, results of operations and financial condition. We attempt to mitigate this risk by building relationships with various owners, operators, and counterparties, in order to encourage information sharing which we believe increases transparency.

We are subject to many of the risks faced by the owners and operators of our existing or future royalty and other interests.

To the extent that they relate to the exploration, development, and production of minerals from, or the continued operation of, the properties in which we hold or may hold royalties, streams or similar interests, we will be subject to the risk factors applicable to the owners and operators of such mines or projects.

WeMineral exploration, development and production generally involves a high degree of risk. Such operations are ansubject to all of the hazards and risks normally encountered in the exploration, ~~stage company that was incorporated on February 27, 2014~~development and production of metals, including weather related events, unusual and unexpected geology formations, seismic activity, environmental hazards and the discharge of toxic chemicals, explosions and other conditions involved in the drilling, blasting and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to property, injury or loss of life, environmental damage, work stoppages, delays in exploration, development and production, increased production costs and possible legal liability. Any of these hazards and risks and other acts of God could shut down such activities temporarily or permanently. Mineral exploration, development and production is subject to hazards such as equipment failure or failure of retaining dams around tailings disposal areas, which may result in environmental pollution and consequent liability for the ~~period~~owners or operators thereof. The exploration for, and development, mining, and processing of mineral deposits involves significant risks that even a combination of careful evaluation, experience and knowledge may not eliminate.

We may fund future acquisitions or other material transactions with equity or debt financings which could increase our debt service, further leverage our assets and/or result in dilution to existing shareholders.

In the ordinary course of business, we engage in a continual review of opportunities to acquire royalties, streams, or similar interests, to establish new royalties, streams or similar interests on operating mines, to create new royalties, streams or similar interests through financing mine development or exploration, or to acquire companies that hold royalty interests. We currently, and generally at any time, have acquisition opportunities in various stages of active review, including, for example, our engagement of consultants and advisors to analyze particular opportunities, analysis of technical, financial, legal and other confidential information, submission of indications of interest and term sheets, participation in preliminary discussions and negotiations and involvement as a bidder in competitive processes. We may consider obtaining debt commitments for acquisition financing. In the event that we choose to raise debt capital to finance any acquisition, our leverage may be increased. We may also issue common shares to fund acquisitions. Issuances of common shares could dilute existing shareholders and may reduce some or all of our per share financial measures.

Any such acquisition could be material to us. All transactions include risks associated with our ability to negotiate acceptable terms with counterparties. In addition, any such acquisition or other transaction may have other transaction-specific risks associated with it, including risks related to the completion of the transaction, the project, its operators, or the jurisdictions in which the project is located, and other risks discussed in this Annual Report on Form 10-K. There can be no assurance that any acquisitions completed will ultimately benefit us.

The volatility in gold and other commodity prices may have an adverse impact on the value of our royalty interests.

The value of our royalty interests and the potential future development of the projects underlying our interests are directly related to the market price of gold and other commodity prices. Market prices may fluctuate widely and are affected by numerous factors beyond our control or that of any mining company, including metal supply, industrial and jewelry fabrication, investment demand, central banking economic policy, expectations with respect to the rate of inflation, the relative strength of the dollar and other currencies, interest rates, gold purchases, sales and loans by central banks, forward sales by metal producers, global or regional political, trade, economic or banking conditions, and a number of other factors.

Volatility in gold prices is demonstrated by its annual high and low prices over the past decade as reported by the London Bullion Market Association:

Declines in market prices could cause an operator to cease or slowdown exploration and development activities, reduce, suspend, or terminate production from ~~February 27, 2014 (inception) through December 31, 2016, we only generated $4,000 in~~an operating project or construction work at a development project which would negatively impact our ability to obtain revenues from our ~~consulting~~interests in the future. A price decline may result in a material and adverse effect on our business, results of operations and financial condition.

Our future growth is to a large extent dependent on our acquisition strategy and our ability to identify and negotiate the purchase of additional assets.

As part of our business strategy, we will seek to purchase or otherwise acquire gold and other precious metal royalties, streams or similar interests from third party natural resource companies and others. In pursuit of such opportunities, we may fail to select appropriate acquisition targets or negotiate acceptable arrangements, including arrangements to finance acquisitions. There can be no assurance that we will be able to identify and complete any acquisition, transaction, or business arrangement that we pursue on favorable terms or at all, or that any acquisition, transaction or business arrangement completed will ultimately benefit us.

If we are unable to continually identify and acquire additional assets on terms that are favorable to us, our business, results of operations and financial condition may be materially adversely affected.

Our operating results and ability to generate revenue could be adversely impacted if we experience challenges with our existing assets, including our royalty interests.

Problems concerning the existence, validity, enforceability, terms or geographic extent of our royalty interests could adversely affect our business and revenues, and our interests may similarly be materially and adversely impacted by change of control, bankruptcy or the insolvency of operators.

Defects in or disputes relating to the royalty interests we hold or acquire may prevent us from realizing the anticipated benefits from these interests and could have a material adverse effect on our business, results of operations, cash flows and financial condition. Material changes could also occur that may adversely affect management’s estimate of the carrying value of our royalty interests and could result in impairment charges. While we seek to confirm the existence, validity, enforceability, terms and geographic extent of the royalty interests we acquire, there can be no assurance that disputes or other problems concerning these and other matters or other problems will not arise. Confirming these matters is complex and is subject to the application of the laws of each jurisdiction to the particular circumstances of each parcel of mining property and to the agreement reflecting the royalty interest. Similarly, in many jurisdictions, royalty interests are contractual in nature, rather than interests in land, and therefore may be subject to risks resulting from change of control, bankruptcy or insolvency of operators, and our royalty interests could be materially restricted or set aside through judicial or administrative proceedings. We often do not have the protection of security interests that could help us recover all or part of our investment in a royalty interest in the event of an operator’s bankruptcy or insolvency.

Operators may interpret our existing or future royalty or other interests in a manner adverse to us or otherwise may not abide by their contractual obligations, and we could be forced to take legal action to enforce our contractual rights.

Royalty interests are generally subject to uncertainties and complexities arising from the application of contract and property laws in the jurisdictions where the mining projects are located. Operators and other parties to the agreements governing our existing or future royalty or other interests may interpret our interests in a manner adverse to us or otherwise may not abide by their contractual obligations, and we could be forced to take legal action to enforce our contractual rights. We may or may not be successful in enforcing our contractual rights, and our revenues relating to any challenged royalty interests may be delayed, curtailed or eliminated during the pendency of any such dispute or in the event our position is not upheld, which could have a material adverse effect on our business, results of operations, cash flows and financial condition. Disputes could arise challenging, among other things, methods for calculating the royalty interest, various rights of the operator or third parties in or to the royalty interest or the underlying property, the obligations of a current or former operator to make payments on royalty interests, and various defects or ambiguities in the agreement governing a royalty interest.

We depend on the services of our Chief Executive Officer, Chief Financial Officer, management, and other key employees; the loss of any key employee coupled with an inability to replace the key employee could harm our operating results.

We believe that our success depends on the continued service of our key executive management personnel. We are entirely dependent on the efforts of Alan Day, our president, CEO, and director, and Jeffrey Cocks, our CFO and director. The loss of services of key members of management or other key employees could disrupt the conduct of our business and jeopardize our ability to maintain our competitive position in the industry. From time to time, we may also need to identify and retain additional skilled management and specialized technical personnel to efficiently operate our business. The number of persons skilled in the acquisition, exploration and development of royalty interests is limited and there is competition for such persons. Recruiting and retaining qualified executive management and other key employees is critical to our success and there can be no assurance of such success. If we are not successful in attracting and retaining qualified personnel, our ability to execute our business model and growth strategy could be affected, which could have a material adverse effect on our business, results of operations, cash flows and financial condition.

Certain of our directors and officers also serve as directors and officers of other companies in the mining sector, which may cause them to have conflicts of interest.

Certain of our directors and officers also serve as directors and officers of, or have significant shareholdings in, other companies involved in natural resources investment, exploration, development and production and, to the extent that such other companies may engage in transactions or participate in the same ventures in which we ~~terminated~~participate, or in ~~December 2015. We~~transactions or ventures in which we may seek to participate, they may have a conflict of interest in negotiating and concluding terms with respect to such participation. In cases where our directors and officers have an interest in other companies, such other companies may also compete with us for the acquisition of royalties, streams or similar interests. Such potential conflicts of interests of our directors and officers may have a material adverse effect on our business, results of operations and financial condition.

Our limited operating history ~~upon which~~makes our business prospects extremely speculative.

Nevada Canyon is an ~~evaluation~~exploration company and has no history of ~~our future prospects can~~operations, mining or refining mineral products. As such, we are subject to many risks common to such enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources and lack of revenues. There is no assurance that we will be ~~made. From February 27, 2014 (inception) to December 31, 2016, we have incurred~~successful in achieving a ~~net loss~~return on an investment for investors in the Common Shares and Nevada Canyon’s likelihood of ~~$436,503. Such prospects~~success must be considered in light of its early stage of operations.

There can be no assurance that our properties or any property we may obtain in the ~~substantial risks, expenses~~future will be successfully placed into production, produce minerals in commercial quantities or otherwise generate operating earnings. Advancing projects from the exploration stage into development and ~~difficulties encountered by new entrants into~~commercial production requires significant capital and time and will be subject to the ~~mining~~successful completion of further technical studies, permitting requirements and ~~mineral exploration industry. Our ability to achieve~~the construction of mines, processing plants, roads and ~~maintain profitability~~related works and ~~positive cash flow is highly dependent upon a number of factors. Based upon current plans, we expect~~infrastructure. We will continue to incur losses until mining-related operations successfully reach commercial production levels and generate sufficient revenue to fund continuing operations.

We will likely need additional capital in ~~future periods as we incur expenses associated with~~order to finance our ~~exploration program. Further, we cannot~~business plans and there is no guarantee ~~that~~ we will ~~be successful in realizing future revenues~~have access to that capital on favorable terms, or ~~in achieving or sustaining positive cash flow~~ at ~~any time in the future. Any such failure could result in the possible closure~~all.

Part of our business ~~or force~~plan is to focus on exploring for minerals and we intend to use our working capital to carry out such exploration. Other than the current cash, and our investment in WRR shares, we have no secured source of financing, including, but not limited to, operating cash flow and no assurance that acceptable additional funding will be available to us ~~to seek additional capital through loans or additional sales~~for the further exploration and development of our ~~equity securities to continue business operations, which would dilute the value of any shares.~~

~~As a public company, we will~~projects. We have to comply with numerous financial reporting and legal requirements, including those pertaining to audits and internal control. The costs of this compliance could be significant. If our revenues are insufficient, and/or we cannot satisfy many of these costs through the issuance of our shares, we may be unable to satisfy these costsincurred net losses in the ~~normal course of business that would result~~past and likely will incur losses in the future and will continue to incur losses until and unless we can derive sufficient revenues from our ~~being unable to continue as~~mineral projects. These conditions, including other factors described herein, create a ~~going concern.~~

~~Our independent registered auditors’ report includes an explanatory paragraph stating that there is substantial doubt about~~material uncertainty regarding our ability to continue as a going concern.

~~Our auditor’s report on December 31, 2016, financial statements express an opinion~~It is likely that the development and exploration of our assets will require substantial ~~doubt exits as to whether we can continue as an ongoing business. Moreover,~~additional financing. Further exploration and development of our ~~officers~~assets and/or other properties acquired by us may be ~~unable or unwilling to loan or advance us any funds. See "~~~~Audited Financial Statements – Auditors Report.”~~

~~We had a net loss of $297,509 for the year ended December 31, 2016. Our future is~~ dependent upon our ability to obtain financing and upon future profitable operations. We plan to seek additional funds through private placements of our common stock which may result in substantial dilution to our existing shareholders. Our financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event we cannot continue in existence.

~~Key management personnel may leave us, which could adversely affect our ability to continue operations.~~

We are entirely dependent on the efforts of Jeffrey Cocks, our president and director, and Michael Levine, a director. The loss of our officer and directors, or of other key personnel hired in the future, could have a material adverse effect on the business and its prospects. There is currently no employment contract by and between any officer/director and us. Also, there is no guarantee that replacement personnel, if any, will help us to operate profitably. They have been, and continue to expect to be able to commit approximately 10 hours per week of their time, to the continued implementation of our business plan. If management is required to spend additional time with their outside employment, they may not have sufficient time to devote to us and we would be unable to continue to implement our business plan resulting in the business failure.

~~If we are unable to obtain additional funding our business operation will be harmed, and if we do obtain additional funding, our then existing shareholders may suffer substantial dilution.~~

We have limited financial resources. As of December 31, 2016, we had $51,789 in cash on hand and $131,797 in assets. From April 2014 to December 31, 2016, our initial three shareholders have advanced us $98,000 to cover our working capital expenses. We have raised $85,000 in our initial public offering and $375,000 in private placement. If we are unable to develop our business or secure additional funds our business would fail and our shares may be rendered worthless. We may seek to obtain debt financing as well. There is no assurance that we will not incur debt in the future, that we will have sufficient funds to repay any indebtedness, or that we will not default on our debt obligations, jeopardizing our business viability. Furthermore, we may not be able to borrow or raise additional capital in the future to meet our needs, or to otherwise provide the capital necessary to conduct our business. There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all. The inability to obtain additional capital will restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will likely be required to curtail our business plans and possibly cease our operations. Any additional equity financing may involve substantial dilution to our then existing shareholders.

~~General domestic and international economic conditions could have a material adverse effect on our operating results and common stock price and our ability to obtain additional financing.~~

As a result of the current economic downturn and macro-economic challenges currently affecting the economy of the United States and other parts of the world, some of the exploration programs that we may plan could suffer delays or postponement until the economy strengthens, which could in turn effect our ability to obtain additional financing. We anticipate our revenues to be derived from the sale of ore, which could suffer if customers are suffering from the economic downturn. During weak economic conditions, we may not experience any growth if we are unable to obtain financing to enable us to continue our planned operations.

Because Jeffrey Cocks, our officer and director and Michael Levine, our director, reside outside of the United States, it may be difficult for an investor to enforce any right based on U.S. federal securities laws against Messrs. Cocks and Levine, or to enforce a judgment rendered by a United States court against Messrs. Cocks and Levine.

While our principal office and operations are located in the United States, Mr. Cocks, our officer and director and Mr. Levine, our director, are non-residents of the United States. Therefore, it may be difficult to effect service of process on Messrs. Cocks and Levine in the United States, and it may be difficult to enforce any judgment rendered against Messrs. Cocks and Levine. As a result, it may be difficult or impossible for an investor to bring an action against Messrs. Cocks and Levine in the event that an investor believes that such investor’s rights have been infringed under the U.S. securities laws, or otherwise. Even if an investor is successful in bringing an action of this kind, it is uncertain whether the laws of Canada may enable that investor to enforce a judgment against the assets of Messrs. Cocks and Levine. As a result, our shareholders may have more difficulty in protecting their interests through actions against our management, directors or major shareholders, compared to shareholders of a corporation whose officers and directors reside within the United States.

~~In the future we may seek additional~~ financing through ~~the sale of our common stock resulting in dilution to existing shareholders.~~

~~The most likely source of future financing presently available to us is through the sale of shares of our common stock. Any sale of common stock will result in dilution of~~ equity ~~ownership to existing shareholders. This means that, if we sell shares of our common stock, more shares will be outstanding~~or debt, and each existing shareholder will own a smaller percentage of the shares then outstanding, which will result in a reduction in the value of an existing shareholder’s interest. To raise additional capital, we may have to issue additional shares, which may substantially dilute the interests of existing shareholders. Alternatively, we may have to borrow large sums, and assume debt obligations that require us to make substantial interest and capital payments.

We cannot guarantee we will be successful in generating revenue in the future or be successful in raising funds through the sale of shares to pay for our business plan and expenditures. As of the date of this Annual Report on Form 10-K, we have earned minimal revenue. Failure to generate additional revenue will cause us to go out of business, which will result in the complete loss of investment.

~~We do not have any intellectual property and, if we develop any, may not be able to adequately protect it from infringement by third parties.~~

Our business plan is significantly dependent upon results of our exploration activities on the Lapon Canyon Gold Property. We do not currently have any intellectual property. In the event that we develop intellectual property in the future, there can be no assurance that we will be able to ~~control~~obtain adequate financing in the future or that the terms of such financing will be acceptable. Failure to obtain such additional financing could result in the delay or indefinite postponement of further exploration and development of our projects and we may become unable to carry out our business objectives.

We currently rely on only a limited number of properties and our inability to increase and diversify our assets could harm our operating results.

Our material property interests consist of the Loman Property, the Swales Property and the Agai-Pah Property all of which are located in Nevada and the ~~rights for all~~Belshazzar Property which is located in Idaho. As a result, unless we acquire additional property interests and diversify our asset base, any adverse developments affecting these properties would have a material adverse effect upon us and would materially and adversely affect the potential mineral resource production, profitability, financial performance and results of our ~~future intellectual property or trade secrets~~operations. While we may seek to acquire additional mineral properties in accordance with our business objectives, there can be no assurance that we ~~may develop. We may not have the resources necessary~~will be able to assert infringement claims against third parties who may infringe upon these future intellectual property rights. Litigation can be costly and time consuming and divert the attention and resources of management and key personnel. We cannot assure youidentify suitable additional mineral properties or, if we do identify suitable properties, that we ~~can adequately protect any future intellectual property~~will have sufficient financial resources to acquire such properties or ~~successfully prosecute potential infringement of any future intellectual property rights. Also, we cannot assure you~~ that ~~others~~such properties will ~~not assert rights in,~~be available on terms acceptable to us or ~~ownership of, trademarks~~at all and ~~other proprietary rights that we may obtain, or~~ that we will be able to successfully ~~resolve these types~~develop such properties and bring such properties into commercial production.

The properties in which we hold interests are all in the early stages of ~~conflicts to our satisfaction. Our failure to protect any future intellectual property rights may result in a loss of revenue~~exploration and ~~could materially adversely affect our operations~~development and, ~~financial condition.~~

~~Our officer and directors may have conflicts in allocating their time to our business.~~

Our officer and directors are required to commit time to our affairs and, accordingly, may have conflicts of interest in allocating management time among various business activities including Mr. Cocks’ competing businesses. Mr. Levine’s current business in Canada is limited to music royalties, primarily the licensing of the rock group Triumph’s music rights; therefore, we do not believe that he presently has any conflicts with us. In the course of other business activities,as such, they may ~~become aware of business opportunities that may~~never produce sufficient income to be ~~appropriate for presentation~~profitable to us, as well as the other entities with which they are affiliated. Messrs. Cocks and Levine have orally agreed that any business opportunities that they come across in the United States will be presented to our Company and that any opportunities that they come across in Canada will be made available to their other businesses.us.

~~We cannot provide assurances that our efforts to eliminate the potential impact of conflicts of interest will be effective.~~

We are subject to the periodic reporting requirements of the Exchange Act that will require us to incur audit fees and legal fees in connection with the preparation of such reports. These additional costs could reduce or eliminate our ability to earn a ~~profit.~~

We are required to file periodic reports with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder. In order to comply with these requirements, our independent registered public accounting firm will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel will have to review and assist in the preparation of such reports. The costs charged by these professionals for such services cannot be accurately predicted at this time because factors such as the number and type of transactions that we engage in and the complexity of our reports cannot be determined at this time and will have a major effectjunior exploration company focused primarily on the amount of time to be spent by our auditors and attorneys. However, the incurrence of such costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit. We may be exposed to potential risks resulting from any new requirements under Section 404 of the Sarbanes-Oxley Act of 2002. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.

~~Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.~~

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

Our internal controls may be inadequate or ineffective, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.

~~Our board of directors has significant control over us and we have not established committees comprised of independent directors.~~

We have only two directors one of whom holds all of our officer positions. Accordingly, we cannot establish board committees comprised of independent members to oversee functions like compensation or audit issues. In addition, since we only have two directors, they have significant control over all corporate issues. We do not have an audit or compensation committee comprised of independent directors. Our two directors performing these functions are not independent directors. Thus, there is a potential conflict in that our directors are also engaged in management and participate in decisions concerning management compensation and audit issues that may affect management performance.

Until we have a larger board of directors that would include some independent members, if ever, there will be limited oversight of our directors’ decisions and activities and little ability for minority shareholders to challenge or reverse those activities and decisions, even if they are not in the best interests of minority shareholders.

~~We are an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our common stock less attractive to investors.~~

~~As an “Emerging Growth Company” under The Jobs Act, we are permitted to rely on exemptions from certain disclosure requirements~~

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period. Even if we no longer qualify for the exemptions for an emerging growth company, we may still be, in certain circumstances, subject to scaled disclosure requirements as a smaller reporting company. For example, smaller reporting companies, like emerging growth companies, are not required to provide a compensation discussion and analysis under Item 402(b) of Regulation S-K or auditor attestation of internal controls over financial reporting.

Until such time, however, we cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

The probability of a mining claim having the necessary quantity and quality of ore to result in a profitable mining operation is uncertain and our claims, even with large investments by us, may never generate a profit.

We are dependent upon the successful exploration of our mining property and the discovery of valuable mineralization on the property for success. All anticipated future revenues would come directly or indirectly from the Lapon Canyon Project (the “Property”). Should we fail to locate economically extractable mineralization on our property, or enter into an agreement to option and sell our interests to mining production Company, we will have no revenue and our business will fail.

Mineral deposit estimation calculations, when made, may prove unreliable. Assumptions made regarding the supporting data may prove inaccurate and unforeseen events may lead to further inaccuracies. Sample variability, mining and processing adjustments, environmental changes, metal price fluctuations, and law and regulation changes are all factors that could lead to deviances from any original estimations. The Lapon Canyon Project has no known ore reserves. Despite future investment in exploration activities, there is no guarantee our joint venture partner will locate a commercially viable ore deposit or reserve. Most exploration projects do not result in discovery of commercially viable and mineable ore deposits. With little capital available, it may have to limit its exploration, which decreases the chances of finding a commercially viable ore body. Even if potentially promising mineralization is identified, the Lapon Canyon Project may not be put into production due to many factors, including high extraction costs, low gold prices, or inadequate amount and reduced recovery rates. If the exploration activities do not suggest a commercially successful prospect, then our joint venture partner may altogether abandon plans to pursue efforts to develop the property.

~~The Joint Venture’s future operations may be adversely affected by future governmental and environmental regulations and permitting.~~

Environmental regulations may negatively affect the progression of operations and these regulations may become stricter in the future. In the U.S., all mining is regulated by Federal and State level government agencies. Obtaining licenses and permits from these agencies as well as an environmental impact study for each mining property must be completed before starting mining activities. These are expensive and affect the timing of operations. Pollution can be anticipated with mining activities. If our joint venture partner is unable to comply with current or future regulations, this may expose the joint venture to fines, penalties and litigation that could cause the joint venture business to fail.

Further, the laws, regulations, policies or current administrative practices of any government body, organization or regulatory agency in the U.S. or Nevada may be changed, applied or interpreted in a manner which will fundamentally alter the ability for the joint venture to carry on its business.

The actions, policies or regulations, or changes thereto, of any government body or regulatory agency, or other special interest groups, may have a detrimental effect on us. Any or all of these situations may have a negative impact on our joint venture’s ability to operate and/or its profitably.

~~The Joint Venture is subject to inherent mining hazards and risks that may result in future financial obligations.~~

Risks and hazards associated with the mining industry may adversely affect the joint venture’s proposed operations such as but not limited to: political and country risks, industrial accidents, labor disputes, inability to retain necessary personnel or equipment, environmental hazards, unexpected geologic formations, cave-ins, landslides, flooding and monsoons, fires, explosions, power outages, processing problems. Personal injury and death could result as well as property damage, delays in mining, environmental damage, legal liability and monetary loss. The joint venture may not be able to obtain insurance to cover these risks at economically reasonable premiums. It does not carry any sort of insurance and may have difficulties obtaining such once operations start as insurance is generally sparse and cost prohibitive.

The joint venture’s financial performance depends on the successful operation of its proposed exploration activities on the Property, which are subject to various operational risks and our agreement to invest up to $500,000 over a two-year period in the joint venture.

There is no assurance our joint venture partner will be successful in its proposed mining exploration activities. Our joint venture financial performance depends on the successful operation of its proposed exploration activities, which are being conducted by Walker River and partially (50%) paid for by us if we are able to fulfill the terms of our agreement with them, which requires us to invest $500,000 over a two-year period. The cost of operation and maintenance and the results of the proposed activities may be adversely affected by a variety of factors, including the following:

Any of these events could significantly increase the expenses incurred in the joint venture’s planned exploration and could materially and adversely affect its business, financial condition, future results and cash flow, if any.

~~The joint venture’s proposed exploration is subject to substantial risks, including:~~

Any one of these risks, or other unanticipated factors, could give rise to delays and cost overruns. There can be no assurance that the joint venture will ever successfully complete its proposed exploration, or become profitable.

We do not expect positive cash flow from the future joint venture operations for the foreseeable future. If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we may be unable to continue our investment in the joint venture business and as a result the joint venture partner may be required to scale back or cease operations for the business.

We do not expect positive cash flow from the joint venture operations for the foreseeable future. Completion of the exploration, permitting, and other work required before determining that a mineral deposit can be placed into production can take over 10 years in the best of circumstances. There is no assurance that actual cash requirements will not exceed the joint venture’s estimates. In particular, additional capital may be required in the event that:

~~The occurrence of any of the aforementioned events could adversely affect its ability to meet its business plans.~~

~~We will depend almost exclusively on outside capital to pay for the continued~~ exploration and development of ~~the joint venture Property. If we are unable to raise sufficient funds to honor our agreement with WRR, then it may not~~mineral properties located in Nevada. Our properties have ~~sufficient funds to explore the Property~~no established mineral reserves due to the ~~extent~~early stage of exploration at this time. Any reference to potential quantities and/or grade is conceptual in nature, as there has been insufficient exploration to define any mineral resource and it ~~may find necessary to determine~~is uncertain if further exploration will result in the ~~quantity and quality~~determination of any ~~orders that may be~~mineral resource. Quantities and/or grade described in or on the Property, and most importantly, whether it can find a mining operation company to enter into a business venture with it. Such outside capital may include the sale of additional stock and/or commercial borrowing. We can provide no assurances that any financing will be successfully completed.

~~Capital may~~this Annual Report should not be ~~available if~~interpreted as assurances of a potential resource or reserve, or of potential future mine life or of the profitability of future operations.

The exploration and ~~when necessary to meet these continuing~~ development ~~costs or, if the capital is available, that it will be on terms acceptable to us. The issuance~~ of ~~additional equity securities by us would result in~~mineral deposits involves a high degree of financial risk over a significant ~~dilution in the equity interests~~period of ~~our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.~~

If we are unable to obtain financing in the amounts and on terms deemed acceptable to us, we may be unable to continue our interest in the joint venture business and as a result may be required to have our interest reduced or our joint venture partner may cease future operations for its business, the result of which would be that our stockholders would lose some or all of their investment.

As the joint venture Property is in the pre-exploration stage, there can be no assurance that our joint venture partner will identify commercially viable qualities and quantities of mineralization on the Property.

~~Exploration for mineralization is subject to a number of risk factors.~~time. Few properties that are explored are ultimately developed into producing ~~mines. The Property is only in the pre-exploration stage~~mines and is without any identified economically extractable mineralization. Our joint venture partner may not establish commercially viable quantities and qualities of economically extractable mineralization on the Lapon Canyon Project (or on any future property it may acquire) and, even if it does, there is no ~~guarantee~~assurance that itany of our projects can be mined profitably. Substantial expenditures are required to establish mineral resources and reserves through drilling, to develop metallurgical processes to extract the metal from the ore and in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. It is impossible to ensure that our current exploration and development programs will result in profitable commercial mining operations. Our profitability will be, ~~able~~in part, directly related to ~~interest~~the cost and success of its exploration and development programs, which may be affected by a ~~third-party~~number of factors. Substantial expenditures are required to establish mineral resources and reserves that are sufficient to support commercial mining ~~company~~operations and to ~~enter into~~construct, complete and install mining and processing facilities on those properties that are actually developed.

No assurance can be given that any particular level of recovery of minerals will be realized or that any potential quantities and/or grade will ever qualify as a ~~business arrangement, e.g., option~~mineral resource or reserve, or that any such mineral resource or reserve will ever qualify as a commercially mineable (or viable) deposit which can be legally and economically exploited.

Where expenditures on a property have not led to ~~purchase arrangement with it, which~~the discovery of mineral resources or reserves, incurred expenditures will generally not be recoverable.

There are many uncertainties, including, but not limited to, title matters; as a result, any defects in title could cause us to lose certain rights in the ~~joint venture~~properties we own.

There are uncertainties as to title matters in the mining industry. Any defects in title could cause us to lose rights in our mineral properties and jeopardize our business operations. Our mineral property interests currently consist of unpatented mining claims located on lands administered by the United States’ Department of Interior’s Bureau of Land Management (the “BLM”), Nevada State Office to ~~fail.~~

which we only have possessory title. Because ~~we anticipate the joint venture’s operating expenses will increase prior~~title to ~~it earning revenues, it may never achieve profitability and we may never achieve a return on our investment in it.~~

~~Prior~~unpatented mining claims is subject to completion of the exploration stage, our joint venture partner anticipates that it will incur increased operating expenses without realizing any revenues. It therefore expects to incur significant losses into the foreseeable future. We recognize that ifinherent uncertainties, it is ~~unable~~difficult to ~~generate significant revenues~~determine conclusively the ownership of such claims. These uncertainties relate to such things as sufficiency of mineral discovery, proper location and posting and marking of boundaries, proper and timely payment of annual BLM claim maintenance fees, the existence and terms of royalties, and possible conflicts with other claims not determinable from ~~the exploration~~descriptions of its mineral claims, it will not be able to earn profits or continue future proposed operations, which will adversely affect us. There is no history upon which to base any assumption as to the likelihood that it will prove successful, and it can provide no assurance that it will generate any revenues or ever achieve profitability. If it is unsuccessful in addressing these risks, our joint venture business will most likely fail.record.

The present status of our unpatented mining claims located on public lands allows us the right to mine and remove valuable minerals, such as precious and base metals, from the claims conditioned upon applicable environmental reviews and permitting programs. We are also allowed to use the surface of the land solely for purposes related to mining and processing the mineral-bearing ores. However, legal ownership of the land remains with the United States. We remain at risk that the mining claims may be forfeited either to the United States or to rival private claimants due to failure to comply with statutory requirements. Prior to 1993, a mining claim locator who was able to prove the discovery of valuable, locatable minerals on a mining claim, and to meet all other applicable federal and state requirements and procedures pertaining to the location and maintenance of federal unpatented mining claims, had the right to prosecute a patent application to secure fee title to the mining claim from the federal government. The right to pursue a patent, however, has been subject to a moratorium since October 1993, through federal legislation restricting the BLM from accepting any new mineral patent applications. If we do not obtain fee title to our unpatented mining claims, there can be no assurance that we will be able to obtain compensation in connection with the forfeiture of such claims.

Pending federal legislation may materially curtail or in some cases eliminate certain rights we have in our assets.

In recent years, members of the United States Congress have repeatedly introduced bills which would supplant or alter the provisions of the General Mining Act of 1872, a United States federal law that authorizes and governs prospecting and mining for economic minerals, such as gold, platinum, and silver, on federal public lands. Such bills have proposed, among other things, to either eliminate the right to a mineral patent, impose a federal royalty on production from unpatented mining claims, render certain federal lands unavailable for the location of unpatented mining claims, afford greater public involvement in the mine permitting process, provide for citizen suits, and impose new and stringent environmental operating standards and mined land reclamation requirements in addition to those already in effect. Such proposed legislation could change the cost of holding unpatented mining claims and could significantly impact our ability to develop mineralized material on unpatented mining claims. Currently, all of our mining claims are on unpatented claims. Although we cannot predict what legislative changes might occur, the enactment of these proposed bills could adversely affect the potential for development of our mining claims, the economics of any mines that we bring into operation on federal unpatented mining claims, and as a result, adversely affect our financial performance.

Challenges to our mineral property interests may have adverse effects on assets including, but not limited to, a reduction in our interest, diverting valuable resources and management time, and a requirement that we compensate other persons.

There may be challenges to title to the mineral properties in which we hold a material interest. If there are title defects with respect to any properties, we might be required to compensate other persons or to reduce our interest in the affected property. Furthermore, in any such case, the investigation and resolution of these issues would divert our management’s time from ongoing exploration and development programs. Title insurance generally is not available for mining claims in the U.S. and our ability to ensure that we have obtained secure claim to individual mineral properties may be limited. We may be subject to prior unregistered liens, agreements, transfers or claims, including native land claims and title may be affected by, among other things, undetected defects. In addition, we may be unable to operate the properties as permitted or to enforce our rights with respect to our properties. The failure to comply with all applicable laws and regulations, including a failure to pay taxes or annual BLM claim maintenance fees may invalidate title to portions of our properties. We may incur significant costs related to defending the title to our properties. A successful claim contesting title to a property may cause us to compensate other persons, or to reduce our interest in the affected property or to lose our rights to explore and, if warranted, develop that property. This could result in us not being compensated for our prior expenditures relating to the property. Also, in any such case, the investigation and resolution of title issues would divert management’s time from ongoing exploration and, if warranted, development programs.

~~Because~~We could face expensive and time-consuming challenges related to defects in title.

The ownership and validity or title of unpatented mining claims and concessions can at times be uncertain and may be contested. We also may not have, or may not be able to obtain, all necessary surface rights to develop a property. We have taken reasonable measures, in accordance with industry standards for properties at the same stage of exploration as that of our properties, to ensure proper title to our properties. However, there is no guarantee that title to any of our properties will not be challenged or impugned.

Interpretations of royalty agreements and unfulfilled contractual obligations of certain third parties that we rely on could force us to take legal action that would be expensive and time consuming.

Royalty interests in our properties, and any other royalty interests in respect of our properties which may come into existence, may be subject to uncertainties and complexities arising from the application of contract and property laws in the jurisdictions where the mining projects are located. Operators and other parties to the agreements governing the royalty interests in Nevada, or other royalty interests, may interpret their interests in a manner adverse to us, and we could be forced to take legal action to enforce our rights. Challenges to the terms of the ~~inherent dangers involved~~royalty interests in ~~mineral exploration,~~Nevada or the existence of other royalties could have a material adverse effect on our business, results of operations, cash flows and financial condition. Disputes could arise with respect to, among other things:

Breaches of contracts with third parties could result in expensive litigation.

Parties to contracts do not always honor contractual terms and contracts themselves may be subject to interpretation or technical defects. Accordingly, there may be instances where we would be forced to take legal action to enforce our contractual rights. Such litigation may be time consuming and costly and there is no guarantee of success. Any pending proceedings or actions or any decisions determined adversely to us may have a ~~risk that~~material and adverse effect on our ~~joint venture partner may incur liability or damages as it conducts its business.~~results of operations, financial condition.

Our exploration operations are highly regulated and our inability to comply with certain regulations would have a material adverse effect on our operations.

~~The search for valuable mineralization involves numerous hazards. As a result, our joint venture partner may become~~Our exploration operations are subject to ~~liability~~government legislation, policies and controls relating to prospecting, development, production, environmental protection, including plant and animal species, and more specifically including the greater sage-grouse, mining taxes and labor standards. In order for ~~such hazards, including pollution, cave-ins~~us to carry out our activities, various licenses and ~~other hazards against which it cannot insure~~permits must be obtained and kept current. There is no guarantee that the Company’s licenses and permits will be granted, or ~~against which it may elect not to insure. At~~that once granted will be maintained and extended. In addition, the ~~present time it does not have any coverage to insure against these hazards. The payment~~terms and conditions of such ~~liabilities~~licenses or permits could be changed and there can be no assurances that any application to renew any existing licenses will be approved. There can be no assurance that all permits that we require will be obtainable on reasonable terms, or at all. Delays or a failure to obtain such permits, or a failure to comply with the terms of any such permits that we have obtained, could have a material adverse impact on us We may be required to contribute to the cost of providing the required infrastructure to facilitate the development of our properties and will also have to obtain and comply with permits and licenses that may contain specific conditions concerning operating procedures, water use, waste disposal, spills, environmental studies, abandonment and restoration plans and financial assurances. There can be no assurance that we will be able to comply with any such conditions and non-compliance with such conditions may result in the loss of certain of our permits and licenses on properties, which may have a material adverse effect on ~~its~~us. Future taxation of mining operators, and the timing thereof, cannot be predicted with certainty so planning must be undertaken using present conditions and best estimates of any potential future changes. There is no certainty that such planning will be effective to mitigate adverse consequences of future taxation on us.

The volatility of the global financial ~~position~~markets may have a negative effect on our ability to raise money which could harm our operating results.

Recent global financial conditions have been characterized by increased volatility and access to public financing, particularly for junior mineral exploration companies, has been negatively impacted. These conditions may affect our ~~investment~~ability to obtain equity or debt financing in the ~~joint venture.~~future on terms favorable to us or at all.

Market events and conditions, including the disruptions in the international credit markets and other financial systems, in China, Japan and Europe, along with political instability in the Middle East and Russia and falling currency prices expressed in United States dollars have resulted in commodity prices remaining volatile. These conditions have also caused a loss of confidence in global credit markets, excluding the United States, resulting in the collapse of, and government intervention in, major banks, financial institutions and insurers and creating a climate of greater volatility, tighter regulations, less liquidity, widening credit spreads, less price transparency, increased credit losses and tighter credit conditions. Notwithstanding various actions by governments, concerns about the general condition of the capital markets, financial instruments, banks and investment banks, insurers and other financial institutions caused the broader credit markets to be volatile and interest rates to remain at historical lows. These events are illustrative of the effect that events beyond the Company’s control may have on commodity prices. Access to public financing has been negatively impacted by sovereign debt concerns in Europe and emerging markets, as well as concerns over global growth rates and conditions. If such conditions continue, our operations could be negatively impacted.

Global financial conditions could suddenly and rapidly destabilize in response to future events, as government authorities may have limited resources to respond to future crises. Future crises may be precipitated by any number of causes, including natural disasters, pandemics, geopolitical instability, changes to energy prices or sovereign defaults.

Any sudden or rapid destabilization of global economic conditions could negatively impact our ability to obtain equity or debt financing or make other suitable financing arrangements. Increased levels of volatility and market turmoil can adversely impact our operations and the value and the price of the Common Stock of the Company could be adversely affected.

Changes in the market price of gold, silver and other metals, which in the past has fluctuated widely, will affect the profitability of our operations and financial condition.

Our profitability and long-term viability depend, in large part, upon the market price of gold, copper, silver and other metals and minerals which may be produced from our mineral claims, and from which we may derive revenues under any agreement we may enter into with a company that conducts mining operations on our claims. The market price of gold and other metals is volatile and is impacted by numerous factors beyond our control, including:

A material decrease in the market price of gold and other metals could affect the commercial viability of our mineral claims and any of our future anticipated development and production assumptions if any. Lower gold prices could also adversely affect our ability to finance future development of our mining claims, all of which would have a material adverse effect on our financial condition and results of operations. There can be no assurance that the market price of gold and other metals will remain at current levels or that such prices will improve.

Many of our ~~joint venture partner’s exploration costs~~assumptions regarding our operating results are ~~higher than anticipated, then its exploration activities~~based on mineral resource estimates by third parties; if those estimates are materially inaccurate for any reason, our actual operating results could also be materially effected.

~~Our joint venture partner is currently conducting its~~based upon geological data supplied by our personnel, confirmed and calculated by independent qualified persons (geologists and engineers). These estimates are inherently subject to uncertainty and are based on geological interpretations and inferences drawn from drilling results and sampling analyses and may require revision based on further exploration or development work. The estimation of mineral resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues. As a result of the ~~Property~~foregoing, there may be material differences between actual and estimated mineral reserves, which may impact the viability of our projects and have a material impact on us.

The grade of mineralization which may ultimately be mined may differ from the ~~basis~~indicated by drilling results and such differences could be material. The quantity and resulting valuation of mineral reserves and mineral resources may also vary depending on, among other things, mineral prices (which may render mineral reserves and mineral resources uneconomic), cut-off grades applied and estimates of future operating costs (which may be inaccurate). Production can be affected by such factors as permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions. Any material change in quantity of mineral resources, mineral reserves, grade, or stripping ratio may also affect the economic viability of any project undertaken by us. In addition, there can be no assurance that mineral recoveries in small scale, and/or pilot laboratory tests will be duplicated in a larger scale test under on-site conditions or during production. To the extent that we are unable to mine and produce as expected and estimated, ~~exploration costs. If~~our business may be materially and adversely affected.

There is no certainty that any of the mineral resources identified on any of our properties will be realized, that any mineral resources will ever be upgraded to mineral reserves, that any anticipated level of recovery of minerals will in fact be realized, or that an identified mineral reserve or mineral resource will ever qualify as a commercially mineable (or viable) deposit which can be legally and economically exploited. Until a deposit is actually mined and processed, the quantity of mineral resources and mineral reserves and grades must be considered as estimates only, and investors are cautioned that we may ultimately never realize production on any of its ~~exploration costs are greater than anticipated, then it will~~properties.

We may not be able to ~~carry out~~obtain adequate insurance coverage, or coverage at all, in order to insure us against the risks of ~~its planned exploration of the Property. Factors that~~our operations; any uninsured or underinsured losses could ~~cause exploration costs~~have a negative impact on our operating results.

Our business is subject to ~~increase are: adverse weather conditions, difficult terrain and shortages of qualified personnel, among others.~~

~~The price of gold is volatile and a decrease in gold prices could cause us to incur losses.~~

Our joint venture partner will be exploring primarily for gold on the Property. The profitability of gold exploration and production is directly related to the prevailing market price for gold. The market prices of metals, including the gold market, fluctuate significantly and are affected by a number of ~~factors beyond~~risks and hazards, including adverse environmental conditions, industrial accidents, labor disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, changes in the regulatory environment, natural phenomena such as inclement weather conditions, floods, and earthquakes. Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to our ~~control,~~properties or the properties of others, delays in the ability to undertake exploration, monetary losses, and possible legal liability.

We do not currently have insurance and currently do not have any plans to obtain insurance. Insurance against certain risks, including ~~but~~those related to environmental matters or other hazards resulting from exploration, is generally not ~~limited~~available to us or to other companies within the mining industry. In addition, we do not carry business interruption insurance relating to our mineral claims. Accordingly, delays in returning to any future exploration could produce a severe near-term impact on our business. Any losses from these events may result in significant costs that could have a material adverse effect on our financial performance, financial position and results of operations.

In conducting our operations, we are required to comply with certain health and safety rules which can be expensive and time consuming.

Our operations are subject to various health and safety laws and regulations that impose various duties on the Company in respect of its operations, relating to, among other things, worker safety and the surrounding communities. These laws and regulations also grant the relevant authorities broad powers to, among other things, close unsafe operations and order corrective action relating to health and safety matters. The costs associated with the compliance with such health and safety laws and regulations may be substantial and any amendments to such laws and regulations, or more stringent implementation thereof, could cause additional expenditure or impose restrictions on, or suspensions of, our operations. We expect to make significant expenditures to comply with the extensive laws and regulations governing the protection of the environment, waste disposal, worker safety, mine development and protection of endangered and other special status species, and, to the ~~rate of inflation, the exchange rate of the dollar~~extent reasonably practicable, to ~~other currencies, interest rates,~~create social and ~~global~~ economic and political conditions. Price fluctuations in gold market from the time exploration is undertaken and the time production can commence can significantly affect the profitability of a mine. Accordingly, our joint venture partner may begin to explore for gold at a time when the price of gold or other related mineral make such exploration economically feasible and, subsequently, incur losses because prices have decreased. Adverse fluctuations of metals market prices or the continued declinebenefit in the ~~gold market, generally,~~surrounding communities near our mineral properties, but there can be no guarantee that these expenditures will ensure our compliance with applicable laws and regulations and any non-compliance may ~~force it to curtail or cease the joint venture business operations.~~have a material and adverse effect on us.

The costs of compliance with environmental laws and of obtaining and maintaining environmental permits and governmental approvals required for construction and/or operation, which currently are significant, may increase in the future and could materially and adversely affect our business, financial condition, future results, and cash flow; any non-compliance with such laws or regulations may result in the imposition of liabilities which could materially and adversely affect our business, financial condition, future results, and cash flow.

All phases of our operations are subject to environmental regulation in the jurisdictions in which we operate, certain of which are set forth below. Environmental legislation is evolving in a manner which may result in stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors, and employees. These laws address emissions into the air, discharges into water, management of waste, management of hazardous substances, protection of natural resources, antiquities and endangered species and reclamation of lands disturbed by mining operations. The costs associated with compliance with such laws and regulations are substantial. Compliance with environmental laws and regulations and future changes in these laws and regulations may require significant capital outlays and may cause material changes or delays in our operations and future activities. It is possible that future laws, regulations, or more restrictive interpretations of current laws and regulations by governmental authorities could have a significant adverse impact on our properties or some portion of our business, causing us to re-evaluate those activities at that time.

U.S. Federal Laws: CERCLA, and comparable state statutes, impose strict, joint and several liabilities on current and former owners and operators of sites and on persons who disposed of or arranged for the disposal of hazardous substances found at such sites. It is not uncommon for the government to file claims requiring cleanup actions, for reimbursement for government-incurred cleanup costs, or for natural resource damages, or for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances released into the environment. RCRA, and comparable state statutes, govern the disposal of solid waste and hazardous waste and authorize the imposition of substantial fines and penalties for noncompliance, as well as requirements for corrective actions. CERCLA, RCRA and comparable state statutes can impose liability for clean-up of sites and disposal of substances found on exploration, mining and processing sites long after activities on such sites have been completed.

CAA, as amended, restricts the emission of air pollutants from many sources, including mining and processing activities. Our ~~joint venture~~ mining ~~partner is~~operations may produce air emissions, including fugitive dust and other air pollutants from stationary equipment, storage facilities and the use of mobile sources such as trucks and heavy construction equipment, which are subject to review, monitoring and/or control requirements under the CAA and state air quality laws. New facilities may be required to obtain permits before work can begin, and existing facilities may be required to incur capital costs in order to remain in compliance. In addition, permitting rules may impose limitations on our production levels or result in additional capital expenditures in order to comply with ~~numerous~~the rules.

NEPA requires federal ~~state~~agencies to integrate environmental considerations into their decision-making processes by evaluating the environmental impacts of their proposed actions, including issuances of permits to mining facilities, and ~~local statutory~~assessing alternatives to those actions. If a proposed action could significantly affect the environment, the agency must prepare a detailed statement known as an EIS. The United States Environmental Protection Agency (“EPA”), other federal agencies, and ~~regulatory environmental standards~~any interested third parties will review and ~~to maintain numerous environmental permits and governmental approvals required for construction and/or operation. Some~~comment on the scoping of the Environmental Impact Statement (“EIS”) and the adequacy of and findings set forth in the draft and final EIS. This process can cause delays in the issuance of required permits or result in changes to a project to mitigate its potential environmental ~~permits~~impacts, which can in turn impact the economic feasibility of a proposed project.

CWA, and ~~governmental approvals that may be~~comparable state statutes, impose restrictions and controls on the discharge of pollutants into waters of the United States. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or an analogous state agency. The CWA regulates storm water from mining facilities and requires a storm water discharge permit for certain activities. Such a permit requires the regulated facility to monitor and sample storm water run-off from its operations. The CWA and regulations implemented thereunder also prohibit discharges of dredged and fill materials in wetlands and other waters of the ~~joint venture project may contain conditions~~United States unless authorized by an appropriately issued permit. The CWA and ~~restrictions, including restrictions or limits on emissions~~comparable state statutes provide for civil, criminal, and administrative penalties for unauthorized discharges of pollutants and ~~contaminants, or may have limited terms. If it fails to satisfy these conditions or comply with these restrictions, or with~~impose liability on parties responsible for those discharges for the costs of cleaning up any ~~statutory or regulatory~~ environmental ~~standards, it may become subject to regulatory enforcement action~~damage caused by the release and for natural resource damages resulting from the release.

SDWA and the Underground Injection Control (“UIC”) program promulgated thereunder, regulate the drilling and operation of subsurface injection wells. The EPA directly administers the ~~projects could~~UIC program in some states and in others the responsibility for the program has been delegated to the state. The program requires that a permit be ~~adversely affected~~obtained before drilling a disposal or ~~be subject to~~injection well. Violation of these regulations and/or contamination of groundwater by mining related activities may result in fines, penalties, ~~or additional costs.~~and remediation costs, among other sanctions and liabilities under the SDWA and state laws. In addition, itthird party claims may ~~not~~ be able to renew, maintain or obtain all environmental permits and governmental approvals required for the continued operation or further development of the projects. As of the date of this Annual Report, our joint venture partner has not yet obtained certain permits and government approvals required for the continuation and successful operation of projects under construction or enhancement. Its failure to renew, maintain or obtain required permits or governmental approvals, including the permits and approvals necessary for operating projects under construction or enhancement, could cause its operations to be limited or suspended. Environmental laws, ordinances and regulations affecting it can be subject to change and such change could result in increased compliance costs, the need for additional capital expenditures, or otherwise adversely affect us.

~~Our joint venture partner could be exposed to significant liability for violations of hazardous substances laws because of the use or presence of such substances at its project.~~

The Lapon Project is subject to numerous federal, state and local statutory and regulatory standards relating to the use, storage and disposal of hazardous substances. It will use propane and industrial lubricantsfiled by landowners and other ~~substances on~~parties claiming damages for alternative water supplies, property damages, and bodily injury.

Nevada Laws: At the Property which are or could become classified as hazardous substances. If any hazardous substances are found to have been released into the environment at or by the Property in concentrations that exceed regulatory limits, it could become liable for the investigation and removal of those substances, regardless of their source and time of release. If it fails to comply with these laws, ordinances or regulations (or any change thereto), it could be subject to civil or criminal liability, the imposition of liens or fines, and large expenditures to bring the project into compliance. Furthermore, in Nevada, it may be held liable for the cleanup of releases of hazardous substances at other locations where it arranged for disposal of those substances, even if it did not cause the release at that location. The cost of any remediation activities in connection with a spill or other release of such substances could be significant.

~~The joint venture operations are subject to permitting requirements which could require it to delay, suspend or terminate its operations on its mining property.~~

Our joint venture partner’s exploration activities on the Lapon Canyon Project, and other properties it may acquire, require permits from the BLM, and several other governmental agencies. It may be unable to obtain these permits in a timely manner, on reasonable terms or at all. If it cannot obtain or maintain the necessary permits, or if there is a delay in receiving these permits, its timetable and business plan for exploration of the Lapon Canyon Project will be adversely affected. WRR has no current plans to acquire any other property.

Our joint venture partner’s exploration activities may not be commercially successful, which could lead it to abandon its plans to seek a mining production company to develop or purchase it’s Property, and thereby lose the investment we made in the joint venture.

Our joint venture partner’s long-term success depends on its ability to identify commercially viable and mineable mineralization deposits on the Lapon Canyon Project that it can then, using its best business judgment, determine whether any such deposits can be developed into a commercially viable mining operation. Mineral exploration is highly speculative in nature, involves many risks and is frequently non-productive. These risks include unusual or unexpected geologic formations, and the inability to obtain suitable or adequate machinery, equipment or labor. The success of exploration is determined in part by the following factors:

Substantial expenditures are required to establish proven and probable reserves through drilling and analysis, to develop metallurgical processes to extract metal, and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Whether a mineral deposit will be commercially viable depends on a number of factors, which include, without limitation, the particular attributes of the deposit, such as size, grade and proximity to infrastructure; metal prices, which fluctuate widely; and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals and environmental protection. Our joint venture partner may invest significant capital and resources in exploration activities and abandon such investments if it is unable to identify commercially exploitable mineral deposits. The decision to abandon its Lapon Project may have an adverse effect on the market value of our securities and its and our ability to raise future financing. We cannot assure you that our joint venture partner will discover or acquire any mineralized material in sufficient quantities on the Property to justify commercial operations, or that it will be able to find a mining operator who is willing and able to enter into a business venture with it.

Actual capital costs, operating costs, production and economic returns may differ significantly from those our joint venture partner has anticipated and there are no assurances that its exploration activities will result in identification of commercially viable quantities and qualities of mineable ores.

Our joint venture partner’s estimated operating and exploration costs for the Lapon Canyon Project are based on limited information available to it and that it believes to be accurate. However, costs for labor, regulatory compliance, energy, mine and plant equipment and materials needed for exploration may significantly fluctuate. In light of these factors, actual costs related to its proposed budgeted exploration costs may exceed any estimates it may make. It does not have an operating history upon which it can base estimates of future operating costs related to Lapon Canyon Project, and it intends to rely upon its future economic feasibility of the Project and any estimates that may be contained therein. Studies derive estimates of cash operating costs based upon, among other things:

Capital and operating costs, production and economic returns, and other estimates contained in feasibility studies may differ significantly from actual costs, and there can be no assurance that our actual capital and operating costs will not be higher than anticipated or disclosed.

~~A shortage of critical equipment, supplies, and resources could adversely affect our exploration activities.~~

Our joint venture partner is dependent on the availability of certain equipment, supplies and resources for it to carry out our mining exploration activities, including input commodities, drilling equipment and skilled labor. A shortage in the market for any of these factors could cause unanticipated cost increases and delays in delivery times, which could in turn adversely impact exploration schedules and costs.

~~Historical production at the Lapon Canyon Project may not be indicative of the potential for future development.~~

~~The Lapon Canyon Project is~~~~not in commercial production,~~~~and, since acquiring its interests, our joint venture partner has never recorded any revenues from commercial production at the Property. The fact that there were limited historical~~state level, mining operations in Nevada are also regulated by the ~~mining district surrounding the Property should not be relied upon as an indication that it will ever find commercially mineable quantities~~Nevada Department of Conservation and ~~qualities~~Natural Resources, Division of ~~extractable mineralization on its Property or have future successful commercial operations on its Property. In fact, based on the information available~~Environmental Protection. Nevada state law requires mine operators to ~~us,~~hold Nevada Water Pollution Control Permits, which ~~we have reviewed, none of the historical mining operations were successful.~~dictate operating controls and closure and post-closure requirements directed at protecting surface and ground water.

~~We currently do not have sufficient funds, nor does our joint venture partner intend to bring the Property into commercial operation or production,~~Other Nevada regulations govern operating and ~~it expects that it will require additional financing in the future.~~

~~Our joint venture partner does not currently have any proposed plans or sufficient capital~~design standards for sustained operations, specifically including the mining, processing and production of minerals from any ores which may be identified during its exploration activities. Our future financing needs may be substantial if our joint venture partner encounters unexpected costs or delays at this early stage of exploration of the Property.~~If we are unable to raise sufficient funds to honor the financing obligation under our agreement, then we may lose our interest in the joint venture.~~

Failure to obtain sufficient financing to satisfy our financial obligations under our joint venture agreement may result in the delay or indefinite postponement of exploration, drilling or other mining activities at the Lapon Canyon Project. Furthermore, even if we raise sufficient additional capital, there can be no assurance that our joint venture partner will achieve success in its exploration activities. In addition, any future equity offering that we engage in or that our joint venture partner will offer, will further dilute our equity interest or joint venture interest and any future debt financing will require it or us to dedicate a portion of our cash flow, if any, to payments on indebtedness and will limit its or our flexibility in planning for or reacting to changes in our business.

We are strictly a joint venture partner that has acquired an exploration interest and have no intent or plans to engage in operations involving the mining, processing and/or production of minerals from orders, if any, which our joint venture partner may discover on its property during its exploration activities. In the event our joint venture partner’s exploration operations determine that it has ores which may warrant further mining operations, it is its intent to seek to identify a mining production company to purchase or option the joint venture interests in the property, which may have an interest and capability to conduct further mining operations on the property and enter into some type of business arrangement with such company relating to the Property.

If the development of one or more claims included in our Lapon Project is found to be economically feasible, such claims will be subject to all of the risks associated with establishing new mining operations.

If the development of one or more of our joint venture partner’s mining claims included in the Lapon Project is found to be economically feasible, and it is unable to enter into a business arrangement with a mining company that engages in mining operations and production, such development will require obtaining permits and financing, and the construction and operation of ~~mines, processing plants~~any source of air contamination and ~~related infrastructure. As a result, the project~~landfill operations. Any changes to these laws and regulations could have an adverse impact on our financial performance and results of operations by, for example, requiring changes to operating constraints, technical criteria, fees or surety requirements.

Our industry is highly competitive, and we will be ~~subject~~at a competitive disadvantage for assets and financial resources relative to larger, better funded companies in the same space.

The mining industry is highly competitive in all of its phases, both domestically and internationally. Our ability to acquire properties and develop mineral resources and reserves in the ~~risks associated with establishing new mining operations, including:~~

~~The costs, timing~~future will depend not only on our ability to develop our present properties, but also on our ability to select and ~~complexities~~acquire suitable producing properties or prospects for mineral exploration, of ~~developing the joint venture projects~~which there is a limited supply. We may be at a competitive disadvantage in acquiring additional mining properties because we must compete with other individuals and companies, many of which have greater financial resources, operational experience and technical capabilities than ~~anticipated. Cost estimates~~us. We may ~~increase significantly as more detailed engineering work is completed on a project. It is common~~also encounter competition from other mining companies in our efforts to hire experienced mining ~~operations~~professionals. Competition could adversely affect our ability to ~~experience unexpected costs, problems~~attract necessary funding or acquire suitable producing properties or prospects for mineral exploration in the future. Competition for services and ~~delays during construction, development and mine start-up. We cannot provide assurance that activities will~~equipment could result in ~~profitable mining operations at the mineral Property,~~delays if such services or ~~that we will derive financial benefits from such operations. Any one or more of these events identified above~~equipment cannot be obtained in a timely manner due to inadequate availability and could ~~have a material adverse effect on any revenues we may anticipate receiving from the Lapon Project.~~

~~Our joint venture partner’s operations involve significant risks~~also cause scheduling difficulties and ~~hazards inherent~~cost increases due to the ~~mining industry.~~

~~Our~~need to coordinate the availability of services or equipment. Any of the foregoing effects of competition could materially increase project development, exploration ~~operations involve the operation of large pieces of drilling and other heavy equipment. Hazards such as fire, explosion, floods, structural collapses, industrial accidents, unusual~~ or unexpected geological conditions, ground control problems, cave-ins, flooding and mechanical equipment failure are inherent risks in our operations. Hazards inherent to the mining industry can cause injuries or death to employees, contractors or other persons at our mineral Property, severe damage to and destruction of our property, plant and equipment and mineral Property, and contamination of, or damage to, the environment, and canconstruction costs, result in ~~the suspension of~~project delays and generally and adversely affect us and our ~~exploration activities~~business and any future development and production activities. While the Company aims to maintain best safety practices as part of its culture, safety measures implemented by us may not be successful in preventing or mitigating future accidents.prospects.

The price of our Common Stock depends on many factors that could materially change or fluctuate resulting in volatility and unpredictability.

The market price of the Common Stock could be subject to significant fluctuations due to various factors and events, including any regulatory or economic changes affecting the Company’s operations, variations in the Company’s operating results, developments in the Company’s business or its competitors, or changes in market sentiment towards the Common Stock. Investors should be aware that the value of the Common Stock may be volatile and investors may, on disposing of the Common Stock, realize less than their original investment or may lose their entire investment.

The Company’s operating results and prospects from time to time we may be ~~subject~~below the expectations of market analysts and investors. In addition, stock markets from time to ~~governmental investigations~~time suffer significant price and ~~claims~~volume fluctuations that affect the market price of the securities listed thereon and ~~litigation filed~~which may be unrelated to the Company’s operating performance. These factors include macroeconomic developments and political environments in North America and globally and market perceptions of the attractiveness of particular industries. As at the date hereof, there remains a significant amount of uncertainty and economic disruption caused by COVID-19 that has increased market and share price volatility and had a catastrophic impact on ~~behalf of persons who are harmed while at our Property or otherwise in connection with our operations. To the extent that we are subject~~access to ~~personal injury or other claims or lawsuits in the future, it may not be possible to predict the ultimate outcome~~capital and liquidity. Any of these claims and lawsuits due to the nature of personal injury litigation. Similarly, if we are subject to governmental investigations or proceedings, we may incur significant penalties and fines, and enforcement actions against usevents could result in a decline in the ~~closing~~market price of ~~certain~~the Common Stock. The Common Stock may, therefore, not be suitable as a short-term investment. In addition, the market price of the Common Stock may not reflect the underlying value of the Company’s net assets. The price at which the Common Stock will be traded and the price at which investors may realize their shares will be influenced by a large number of factors, some specific to the Company and its proposed operations, and some which may affect the business sectors in which the Company operates, including the pervasive and ongoing impact of COVID-19. Such factors could also include the performance of the Company’s operations, variations in operating results, announcements by the Company (i.e. disappointing results of exploratory drilling, the incurrence of environmental liabilities or other material developments), announcements of material developments by the Company’s competitors, involvement in litigation, large purchases or sales of the Common Stock, liquidity or the absence of liquidity in the Common Stock, limited trading volume, the prices of gold and other precious metals, legislative or regulatory changes relating to the business of the Company, the Company’s ability to raise additional funds, other material events and general financial market and economic conditions. In the event that the occurrence of any of these events causes the price of the Common Stock to decrease, investors may be forced to sell their shares at a loss.

The failure of our ~~mining operations. If claims~~current or future strategic partners and ~~lawsuits or governmental investigations or proceedings are ultimately resolved against us, it~~joint venture partners to meet their obligations could have a material adverse effect on our ~~financial performance, financial position~~operating results.

We may in the future enter into partnerships, option agreements and/or joint ventures as a means of acquiring additional property interests or to fully exploit the exploration and ~~results~~production potential of ~~operations. Also, if we conduct mining operations on property without the appropriate licenses~~its assets. The failure of any partner to meet its obligations to us or other third parties, or any disputes with respect to third parties’ respective rights and ~~approvals, we could incur liability or our operations could be suspended.~~

The mining industry is very competitive. Much of our joint venture partner’s competition is from larger, established mining companies with greater liquidity, greater access to credit and other financial resources, newer or more efficient equipment, lower cost structures, more effective risk management policies and procedures and/or a greater ability than us to withstand losses. Our joint venture partner’s competitors may be able to respond more quickly to new laws or regulations or emerging technologies, or devote greater resources to the expansion or efficiency of their operations than it can. In addition, current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties. Accordingly, it is possible that new competitors or alliances among current and new competitors may emerge and gain significant market share to our joint venture partner’s detriment. It may not be able to compete successfully against current and future competitors, and any failure to do soobligations, could have a material adverse effect on ~~its business, financial condition or results~~our rights under such agreements. We may also be unable to exert direct influence over strategic decisions made in respect of ~~operations.~~

~~The title~~properties that are subject to ~~some~~the terms of these agreements, which may have a materially adverse impact on the strategic value of the ~~joint venture’s~~underlying mineral ~~Property~~claims. Furthermore, in the event we are unable to meet our obligations or share of costs incurred under agreements to which it is a party, the Company may have its property interests subject to such agreements reduced as a result or face the termination of such agreements.

We sell additional equity and/or issue additional equity in order to acquire additional assets; any issuance of equity could result in significant dilution to our existing shareholders.

We believe that we are adequately financed to carry out our exploration and development plans for the next 12-month period. However, financing the development of a mining operation through to production, should feasibility studies show it is recommended, would be expensive and we would require additional capital to fund development and exploration programs and potential acquisitions. We cannot predict the size of future issuances of Common Stock or the issuance of debt instruments or other securities convertible into Common Stock in connection with any such financing. Likewise, we cannot predict the effect, if any, that future issuances and sales of our securities will have on the market price of its Common Stock. If we raise additional funds by issuing additional equity securities, such financing may substantially dilute the interests of existing shareholders. Sales of a substantial number of shares of Common Stock, or the availability of such Common Stock for sale, could adversely affect prevailing market prices for our securities and a securityholder’s interest in us.

Because the climate has an effect on our operations and the ability for our assets, present or future, to maximize their potential, the impact of climate change and expensive regulations related to climate change could have a material adverse effect on our operations.

Climate change could have an adverse impact on our operations. The potential physical impacts of climate change on our operations are highly uncertain ~~or defective, thus risking~~and would be particular to the ~~investment~~geographic circumstances in ~~such Property.~~

~~The mineral Property~~areas in which we operate. These may include changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperatures. These changes in climate could have ~~a joint venture interest,~~an impact on the cost of development or production on Nevada Canyon’s mines and which our joint venture partner may acquire in the future, if any, may be subject to prior recorded and unrecorded agreements, transfers or claims, and title may be affected by, among other things, undetected defects. A title defect on any of its mineral Property (or any portion thereof) could adversely affect ~~its ability to mine~~ the ~~property and/or process the minerals that it mines.~~financial performance of our operations.

Regulations and our joint venture partner’s ability to ensure that it has obtained secure claim to individual mineral Property or mining concessions may be severely constrained. We rely on title information and/or representations and warranties provided by our joint venture partner’s grantors. Any challenge to its titlepending legislation governing issues involving climate change could result in ~~litigation, insurance claims~~increased operating costs, which could have material adverse effect on our business. A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to climate and its potential ~~losses, delay~~impacts. Legislation and increased regulation regarding climate change could impose significant costs on us, our venture partners and our suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting and other costs to comply with such regulations. Any adopted climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such regulations. Given the ~~exploration~~emotion, political significance and ~~development~~uncertainty around the impact of ~~a property~~climate change and ~~ultimately result~~how it should be dealt with, we cannot predict how legislation and regulation will affect its financial condition, operating performance and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse publicity in the ~~loss of some~~global marketplace about potential impacts on climate change by us or ~~all~~other companies in the natural resources industry could harm our reputation.

Through no fault of our ~~joint venture partner’s interest~~own, we could be involved in ~~the property. In addition, if it mines on property without the appropriate title, it could incur liability for such activities.~~

~~If our joint venture partner obtains insurance, it may not provide adequate coverage.~~

~~Our joint venture business~~expensive and operations are subject to a number of risks and hazards including, but not limited to, adverse environmental conditions, industrial accidents, labor disputes, unusual or unexpected geological conditions, ground control problems, cave-ins, changes in the regulatory environment, metallurgical and other processing problems, mechanical equipment failure, facility performance problems, fires and natural phenomena such as inclement weather conditions, floods and earthquakes. These risks could result in damage to, or destruction of, our mineral Property or exploration equipment, personal injury or death, environmental damage, delays in exploration, increased exploration costs, asset write downs, monetary losses and legal liability.

We do not currently have insurance and do not have any plans to obtain insurance. Our joint venture partner’s property and liability insurance may not provide sufficient coverage for losses related to these or other hazards. Insurance against certain risks, including those related to environmental matters or other hazards resulting from exploration, is generally not available to us or to other companies within the mining industry. In addition, we do not carry business interruption insurance relating to the joint venture Property. Accordingly, delays in returning to any future exploration could produce near-term severe impact to our business. Any losses from these events may cause the joint venture to incur significant coststime consuming litigation that could have a material adverse effect on our ~~financial performance, financial position and~~operations.

We may become involved in disputes with other parties in the future which may result in litigation. The results of ~~operations.~~litigation cannot be predicted with certainty. If we are unable to resolve these disputes favorably, it may have a material adverse impact on the ability to carry out our business plan.

Some of the lands in which we hold an interest, or the exploration equipment and roads or other means of access in which we intend to utilize in carrying out our work programs or general business mandates, may be subject to interests or claims by third party individuals, groups or companies. In the event that such third parties assert any claims, our work programs may be delayed even if such claims are not meritorious. Such delays may result in significant financial loss and loss of opportunity for us.

Expensive and time consuming internal financial controls may or may not be effective in ensuring that transactions are authorized and properly recorded and reported; any inadvertent failure of our internal financial controls could result in undue time, resources and expense that could harm our operating results.

Internal controls over financial reporting are procedures designed to provide reasonable assurance that transactions are properly authorized, assets are safeguarded against unauthorized or improper use, and transactions are properly recorded and reported. A control system, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance with respect to the reliability of financial reporting and financial statement preparation. Though we intend to put into place a system of internal controls appropriate for our size, and reflective of our level of operations, there are limited internal controls currently in place. We have a very limited history of operations and have not made any assessment as to the effectiveness of our internal controls. If we identify material weakness in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of its internal control over financial reporting when required, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of the Common Stock could be negatively affected. We also could become subject to investigations by the stock exchange on which the securities are listed, the Commission, or other regulatory authorities, which could require additional financial and management resources.

~~Changes~~An active market in which investors can resell their Common Stock may not develop which could adversely affect an investor’s ability to sell their Common Stock.

We cannot predict the extent to which an active market for our Common Stock will develop or be sustained, or how the development of such a market might affect the market price of ~~gold, silver and other metals, which in~~our Common Stock. Even if a trading market develops, investors may not be able to resell their Common Stock at or above the ~~past has fluctuated widely, will affect the profitability of~~initial acquisition price. Investors are cautioned that if an active market for our ~~joint venture operations and financial condition.~~

~~Our joint venture partner’s profitability and long-term viability depend, in large part, upon the market price of gold, copper, silver and other metals and minerals which~~Common Stock does not arise, investors may not be able to resell their Common Stock or may be ~~produced from our mineral Property, and from which our joint venture may derive revenues under any agreement that we may enter into with~~forced to do so at a ~~company that conducts mining operations on our Property.~~ loss.

The market price of ~~gold~~our Common Stock will likely be volatile as significant price fluctuations are common in what the Securities and Exchange Commission deems is a “penny stock.”

The trading price of the stock and the price at which we may sell stock in the future are subject to fluctuations in response to any of the following:

In the event that the occurrence of any of these events causes the price of our Common Stock to decrease, investors may be forced to sell their shares at a loss.

Currently authorized and future issuances of Preferred Stock, which rank senior to our Common Stock for the purposes of dividends and liquidating distributions will, and any future issuances of debt securities, which would rank senior to our Common Stock upon our bankruptcy or liquidation may, adversely affect the level of return you may be able to achieve from an investment in our Common Stock.

Currently Authorized Preferred Stock may have preference on bankruptcy over the Common Stock and holders of potentially future issued Preferred Stock are entitled to receive from the assets of the Company in priority to the holders of Common Stock on a liquidation, dissolution, winding up or other ~~metals is volatile~~distribution of assets of the Company. In the future, we may attempt to increase our capital resources by offering debt securities or additional Preferred Stock. Upon a potential bankruptcy or liquidation, holders of our debt securities or Preferred Stock, and ~~is impacted by numerous~~lenders with respect to other borrowings we may make, may receive distributions of our available assets prior to any distributions being made to holders of our Common Stock. Because our decision to issue debt securities or Preferred Stock in any future offering, or borrow money from lenders, will depend in part on market conditions and other factors beyond our control, ~~including:~~we cannot predict or estimate the amount, timing or nature of any such future offerings or borrowings. Holders of our Common Stock must bear the risk that any future offerings we conduct or borrowings we make may adversely affect the level of return they may be able to achieve from an investment in our Common Stock, upon bankruptcy or otherwise.

	●31	~~sales by central banks and other holders, speculators and producers of gold and other metals in response to any of the below factors.~~
	●	~~the relative strength of the U.S. dollar and certain other currencies;~~
	●	~~interest rates;~~
	●	~~global or regional political, financial, or economic conditions;~~
	●	~~supply and demand for jewelry and industrial products containing metals; and~~
	●	~~expectations with respect to the rate of inflation;~~

~~A material decrease in the market price of gold and other metals could affect the commercial viability of~~

Our Common Stock is subject to penny stock rules making it more difficult to trade our joint venture Property and any of our joint venture’s future anticipated development and production assumptions, if any. Lower gold prices could also adversely affect our joint venture’s ability to finance future development at all of its mining Property,Common Stock, all of which would ~~have a material adverse effect on its financial condition and results of operations. There can be no assurance that~~adversely affect the ~~market price of gold and other metals will remain at current levels or that such prices will improve.~~

~~We will be relying on our third party joint venture partner to perform all~~value of the ~~exploration work.~~Common Stock.

~~We will be relying~~The Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny Stocks are generally equity securities with a price per share of less than $5.00, other than securities registered on ~~WRR, our joint venture partner, to perform all of the exploration work~~certain national securities exchanges or authorized for quotation on the Property subject to the Agreement. A management committee consisting of one WRR representative and one of our representatives, will be formed, with WRR having discretion to act in accordance with its judgment in the event of any failure of the two committee members to agree on any issue. In the eventcertain automated quotation systems, provided that WRR does not exercise skill and competence in the conduct of its operations, or fails to perform satisfactory quality of mining activities, in a timely manner and at an acceptable cost, our interests in the Agreement and the Property may be negatively impacted.

We are not a Company that engages in hands-on mining activities and must, therefore, rely on WRR to conduct all of such activities, and specifically operations related to exploration. WRR is the party that owns the Property and has entered into the Agreement with us, granting us the right to expend monies and earn an interest in the Property. Our anticipated future dependence upon WRR to conduct the mining exploration activities in a professional manner, all seeking to establish data supporting the presence of valuable ores in sufficient qualities and quantities to make the Property viable as a target for a mining production Company to purchase the Property or enter into a form of agreement with WRR and us. We, or our development partner WRR, may need to enter into additional agreements for the exploration activities. There can be no assurance that we or our partners can do so on favorable terms, if at all.

~~Participation is subject to risks of investing in micro capitalization companies.~~

Micro capitalization companies generally have limited product lines, markets, market shares and financial resources. The securities of such companies, if traded in the public market, may trade less frequently and in more limited volume than those of more established companies. Additionally, in recent years, the stock market has experienced a high degree ofcurrent price and volume volatility for the securities of micro capitalization companies. In particular, micro capitalization companies that trade in the over-the-counter markets have experienced wide price fluctuations not necessarily relatedinformation with respect to ~~the operating performance of such companies.~~

There has not been any established trading market for our common stock although our common stock is quoted on the OTC Link alternative trading system on the OTC PINK marketplace and we are eligible with the Depository Trust Company (“DTC”) to permit our shares to trade electronically. There can be no assurances as to whether

In addition, our common stock is unlikely to be followed by any market analysts, and there may be few institutions acting as market makers for our common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Until our common stock is fully distributed and an orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuate significantly. Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these Risk Factors, investor perception of us and general economic and market conditions. No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock.

~~Because of the anticipated low price of the securities being registered, many brokerage firms may not be willing to effect~~ transactions in ~~these securities. Purchasers of our~~such securities ~~should be aware that any market that develops in our stock would be subject to~~is provided by the exchange or system. The penny stock ~~restrictions.~~

~~Rule 3a51-1 of the Exchange Act establishes the definition of~~rules require a ~~“penny stock,” for purposes relevant to us, as any equity security that has~~broker-dealer, before effecting a minimum bid price of less than $4.00 per share or with an exercise price of less than $4.00 per share, subject to a limited number of exceptions that are not available to us. It is likely that our shares will be considered to be penny stocks for the immediately foreseeable future. This classification severely and adversely affects any market liquidity for our common stock.

~~For any~~ transaction ~~involving~~in a penny stock ~~unless~~not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that, a broker or dealer approve a person’s account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the person and make a reasonable determination that the transactions in penny stocks are suitable for that person and that that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

~~The broker or dealer must also deliver, prior to~~before effecting any such transaction in a penny stock not otherwise exempt from those rules, a ~~disclosure schedule prepared by the SEC relating to~~broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market ~~which,~~for our Common Stock, and therefore shareholders may have difficulty selling their Common Stock.

FINRA sales practice requirements may limit a shareholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in ~~highlight form, sets forth:~~

~~Disclosure also has~~recommending an investment to ~~be made~~a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative, low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the ~~risks of investing in penny stock in both public offerings~~customer’s financial status, tax status, investment objectives and ~~in secondary trading and commissions payable~~other information. The FINRA requirements may make it more difficult for broker-dealers to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Additionally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

~~Because of these regulations, broker-dealers may not wish to engage in the above-referenced necessary paperwork and disclosures and/or may encounter difficulties in~~recommend that their ~~attempt to sell shares of~~customers buy our ~~common stock,~~Common Stock, which may ~~affect the ability of selling shareholders or other holders to sell their shares in any secondary market and~~ have the effect of reducing the level of trading activity in our Common Stock. As a result, fewer broker-dealers may be willing to make a market in our common stock, reducing a shareholder’s ability to resell our Common Stock.

Our management has broad discretion as to the use of certain of the net proceeds generated from our equity financing, which means that investors will need to rely on the judgment of our management regarding the use of proceeds.

Our management has broad discretion in the application of the net proceeds designated to fund our capital expenditures on existing mineral properties, acquire additional acreage leaseholds, acquire additional producing properties and associated leaseholds, or for general corporate purposes, which are subject to change in the future, and which may change in response to the proceeds raised pursuant to the purchase rights or exercise of the warrants, if any. Accordingly, you will have to rely upon the judgment of our management with respect to the use of these proceeds. Our management may spend a portion or all of the net proceeds from any ~~secondary market. These additional sales practice~~equity financing in ways that holders of our Common Stock may not desire or that may not yield a significant return or any return at all. The failure by our management to apply these funds effectively could harm our business. Pending their use, we may also invest the net proceeds from an offering in a manner that does not produce income or that loses value.

We are a reporting issuer under the Exchange Act and are considered a smaller reporting company, exempting us from certain disclosure requirements and potentially making our Common Stock less attractive to potential investors.

Rule 12b-2 of the Exchange Act defines a “smaller reporting company” as an issuer that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that:

● Had a public float of less than US$250 million as of the last business day of its most recently completed second fiscal quarter, computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the common equity; or

● In the case of initial registration statement under the Securities Act, or the Exchange Act, for shares of its common equity, had a public float of less than US$250 million as of a date within 30 days of the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of such shares included in the registration statement by the estimated public offering price of the shares; or

● In the case of an issuer whose public float as calculated under the foregoing paragraphs of this definition was zero or less than $700 million, had annual revenues of less than US$100 million during the most recently completed fiscal year for which audited financial statements are available.

We believe that we are a smaller reporting company, and as such that we are not required and may not include a Compensation Discussion and Analysis section in our proxy statements; we will provide only two years of financial statements; and we need not provide the table of selected financial data. We also will have other “scaled” disclosure requirements that are less comprehensive than issuers that are not smaller reporting companies. These “scaled” disclosure requirements make our Common Stock less attractive to potential investors, which could ~~impede the sale of our securities, if and when our securities become publicly traded. In addition, the liquidity~~make it more difficult for our ~~securities may decrease, with~~shareholders to sell their Units.

We are taxed as a ~~corresponding decrease in the price of our securities. Our shares, in all probability,~~corporation for U.S. federal income tax purposes which means we will be subject to ~~such penny~~a material amount of entity-level taxation which would reduce and/or eliminate cash that otherwise may be used to make dividends.

We will pay U.S. federal income tax on our tax income at the corporate tax rate, which is currently a maximum of 21%, and will pay state and local income tax at varying rates, including the Nevada Net Proceeds Tax. Distributions will generally be taxed again as corporate dividends (to the extent of our current and accumulated earnings and profits), and no income, gains, losses, deductions, or credits will flow through to you. In addition, changes in current state law may subject us to additional entity-level taxation by individual states. Because of state budget deficits and other reasons, several states are evaluating ways to subject corporations to additional forms of taxation. We will be subject to a material amount of entity-level taxation, which will result in a material reduction in the anticipated cash flow and after-tax return to our shareholders.

A non-US holder of our Common Stock, Warrants, or Warrant Shares will be treated as having income that is “effectively connected” with a United States trade or business upon the sale or disposition of our Common Stock, Warrants, or Warrant Shares unless (i) our Common Stock is regularly traded on an established securities market and (ii) the non-U.S. holder did not meet certain ownership thresholds during the applicable testing period.

A non-US holder of our Common Stock, Warrants, or Warrant Shares generally will incur U.S. Federal income tax on any gain realized upon a sale or other disposition of our Common Stock to the extent our Common Stock constitutes a “United States real property interest” (“USRPI”), under the Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”). A USRPI includes stock ~~rules~~in a “United States real property holding corporation.” We are and expect to continue to be for the foreseeable future, a “United States real property holding corporation.”

Under FIRPTA, a non-U.S. holder is taxed on any gain realized upon a sale or other disposition of a USRPI as if such gain were “effectively connected” with a United States trade or business of the non-U.S. holder. A non-U.S. holder thus will be taxed on such a gain at the same graduated rates generally applicable to U.S. persons. In addition, a non-U.S. holder would have to file a U.S. federal income tax return reporting that gain. A non-U.S. holder that is a foreign corporation and not entitled to treaty relief or exemption also may be subject to the 30% branch profits tax on such gain.

However, if our ~~shareholders~~Common Stock and Warrant Shares are regularly traded on an established securities market (the “Regularly Traded Exception”), then gains realized upon a sale or other disposition of our Common Stock or Warrant Shares will not be treated as gains from the sale of a USRPI, as long as the non-U.S. holder did not own: (i) more than 5% of our Common Stock at any time during the five-year period preceding the sale or other disposition or, if shorter, the non-U.S. holder’s holding period for its Common Stock; (ii) Warrants with a fair market value on the date acquired by such holder greater than the fair market value on that date of 5% of our Common Stock; or (iii) aggregate equity securities of the Company with a fair market value on the date acquired in ~~all likelihood, find~~excess of 5% of the fair market value of the Common Stock on such date. Our Common Stock currently trades on the OTC Pinks. At this time, it ~~difficult~~is uncertain whether our Common Stock will continue to ~~sell their~~be considered as being regularly traded on an established securities market in the U.S. Accordingly, we can provide no assurances that the Common Stock, Warrants or Warrant Shares will meet the Regularly Traded Exception at the time a non-U.S. holder purchases such securities or sells, exchanges, or otherwise disposes of such securities. In the event that our Common Stock or Warrant Shares do not meet the Regularly Traded Exception, then gains recognized by a non-U.S. holder upon a sale or other disposition of our Common Stock or Warrant Shares will be subject to tax under FIRPTA unless an exemption applies. Since the Warrants are not expected to be listed on a securities market, the Warrants are unlikely to qualify for the Regularly Traded Exception.

Our ~~management believes that~~ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited which would effect our ability to take full advantage of the ~~market for penny stocks has suffered from patterns~~tax benefits of ~~fraud~~carryforwards.

~~Transfer~~related provisions of ~~our common stock~~the Internal Revenue Code of 1986, as amended (the “Code”), if a corporation undergoes an “ownership change” (generally defined as a greater than 50% change (by value) in its equity ownership over a three-year period), the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes to offset its post-change income may ~~also~~ be restricted under the securities or securities regulations laws promulgated by various states and foreign jurisdictions, commonly referred to as “Blue Sky” laws. Absent compliance with such individual state laws, our common stocklimited. We may not be traded in such jurisdictions. Because the securities registered hereunder have not been registered for resale under the blue sky laws of any state, the holders of such shares and persons who desire to purchase them in any trading market that might develop in the future ~~should be aware that there~~experience, an “ownership change.” Thus, our ability to utilize carryforwards of our net operating losses and other tax attributes to reduce future tax liabilities may be ~~significant state blue sky law restrictions upon the ability of investors~~substantially restricted. At this time, we have not completed a study to sell the securities and of purchasers to purchase the securities. These restrictions prohibit the secondary trading of our common stock. We currently do not intend to and may not be able to qualify securities for resale in at least 17 states which do not offer manual exemptions (or may offer manual exemptions) and require shares to be qualified before they can be resold by our shareholders. Accordingly, investors should consider the secondary market for our securities to be a limited one.

Because insiders control our activities, they may cause us to act in a manner that is most beneficial to them and not to outside shareholders, which could cause us not to take actions that outside investors might view favorably and which could prevent or delay aassess whether an ownership change ~~in control~~.

~~Our three founders own 29,700,000 common shares representing 67.42%~~under Section 382 of the outstanding common stock and our officer and directors hold approximately 45.18% of our outstanding common stock. As a result, they effectively control all matters requiring director and stockholder approval, including the election of directors, and the approval of significant corporate transactions, such as mergers and related party transactions. These insiders also have the ability to delay or perhaps even block, by their ownership of our stock, an unsolicited tender offer. This concentration of ownership could have the effect of delaying, deterring or preventing a change in control of our company that you might view favorably.

~~The interests of shareholders~~Code may be hurt because we can issue shares of our common stock to individuals or entities that support existing management with such issuances serving to enhance existing management’s ability to maintain control of us.

Our directors have authority, without action or vote of the shareholders, to issue all or part of the authorized but unissued common shares. Such issuances may be issued to parties or entities committed to supporting existing management and the interests of existing management which may not be the same as the interests of other shareholders. Our ability to issue shares without shareholder approval serves to enhance existing management’s ability to maintain control of us.

Our articles of incorporation provide for indemnification of officers and directors at our expense and limit their liability that may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers and/or directors.

Our Articles of Incorporation at Article Nine provides for indemnification as follows: “Every person who was or is a party to, or is threatened to be made a party to, or is involved in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he, or a person of whom he is the legal representative, is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a Director or Officer of another Corporation, or as its representative in a partnership, joint venture, trust, or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability, and loss (including attorneys’ fees judgments, fines, and amounts paid or to be paid in settlement) reasonably incurred or suffered by him in connection therewith. Such right of indemnification shall be a contract right, which may be enforced in any manner desired by such person. The expenses of Officers and Directors incurred in defending a civil or criminal action, suit, or proceeding must be paid by the Corporation as they are incurred and in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the Director or Officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the Corporation. Such right of indemnification shall not be exclusive of any other right which such Directors, Officers, or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of Stockholders, provision of law, or otherwise, as well as their rights under this Article. Without limiting the application of the foregoing, the Stockholders or Board of Directors may adopt bylaws from time to time with respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the Corporation to purchase and maintain insurance on behalf of any person who is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a Director or Officer of another Corporation, or as its representative in a partnership, joint venture, trust, or other enterprise against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not the Corporation would have the power to indemnify such person. The indemnification provided in this Article shall continue as to a person who has ceased to be a Director, Officer, Employee, or Agent, and shall inure to the benefit of the heirs, executors and administrators of such person.”

We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection with our activities, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market and price for our shares, if such a market ever develops.

Wefuture, or whether there have ~~never paid cash dividends on our common stock. We do not expect~~been due to ~~pay cash dividends on our common stock at any time in~~ the ~~foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements~~costs and other factors that our directors will consider. Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.

Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protection against interested director transactions, conflicts of interest and similar matters.

The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a result of Sarbanes-Oxley, requires the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costscomplexities associated with such ~~compliance any sooner than legally required, we have not yet adopted these measures.~~

~~Because our directors are not independent directors, we do not currently have independent audit or compensation committees. As~~ a result, our directors have the ability, among other things, to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest, if any, and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations.

We intend to comply with all corporate governance measures relating to director independence as and when required. However, we may find it very difficult or be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it costlier or deter qualified individuals from accepting these roles.

~~The access to information regarding our business may become limited because our obligations to file periodic reports with the SEC could be automatically suspended under certain circumstances.~~

We are subject to certain informational requirements of the Exchange Act, as amended and we will be required to file periodic reports (i.e., annual, quarterly and special reports) with the SEC which will be immediately available to the public for inspection and copying. Except during the year that our registration statement becomes effective, these reporting obligations may (in our sole discretion) be automatically suspended under Section 15(d) of the Exchange Act if we have less than 300 shareholders and do not file a registration statement on Form 8A. If this occurs after the year in which our registration statement becomes effective, we will no longer be obligated to file periodic reports with the SEC and the access to our business information would then be even more restricted. We will not be required to furnish proxy statements to security holders and our directors, officer and principal beneficial owners will not be required to report their beneficial ownership of securities to the SEC pursuant to Section 16 of the Exchange Act until we have both 500 or more security holders that are not accredited investors (or, alternatively, 2,000 or more total shareholders) and greater than $10 million in assets. This means that the access to information regarding our business will be limited.

~~We will incur ongoing costs and expenses for SEC reporting and compliance; without revenue~~study. Therefore, we may not be able to ~~remain in compliance, making it difficult for investors to sell their shares, if at all.~~

Securities already quoted on the OTC Link alternative trading system on the OTC PINK marketplace that become delinquent in their required filings are removed following a 30 or 60 day grace period if they do not make their required filing during that time. In order for us to remain in compliance we will require further funding to cover the costtake full advantage of these ~~filings, which~~carryforwards for federal or state tax purposes.

The tax treatment of corporations or an investment in our Common Stock, Warrants or Warrants Shares could ~~comprise~~be subject to potential legislative, judicial or administrative changes and differing interpretations, possibly on a ~~substantial portion~~retroactive basis.

The present U.S. federal income tax treatment of corporations, including us, or an investment in our ~~available~~Common Stock, Warrants and Warrant Shares may be modified by administrative, legislative or judicial interpretation at any time. For example, from time to time, members of Congress and the President propose and consider substantive changes to the existing U.S. federal income tax laws that affect corporations. Any modification to the U.S. federal income tax laws and interpretations thereof may or may not be retroactively applied and could make it more difficult or impossible to meet our cash ~~resources. If we~~flow needs for operations, acquisitions or other purposes. We are unable to ~~generate sufficient revenues to remain~~predict whether any of these changes or other proposals will be enacted. However, it is possible that a change in ~~compliance it may be difficult for~~law could affect us, and any such changes could negatively impact the value of an investment in our ~~shareholders to resell any shares they may purchase, if at all.~~Common Stock, Warrants or Warrant Shares.

For all of the foregoing reasons and others set forth herein, an investment in our securities in any market that may develop in the future involves a high degree of risk.

Given our stage of development, we face cybersecurity risks that are common to our industry, including but not limited to, phishing attacks, malware, unauthorized access to our systems, and data breaches. These risks could potentially compromise our sensitive data, intellectual property, and operational capabilities, impacting our business reputation and future prospects. To address these risks, we have implemented foundational cybersecurity measures tailored to our size and operational complexity. To address the basic security measures we utilize essential cybersecurity tools such as firewalls, antivirus software, and secure communication platforms to protect against unauthorized access and cyber threats. To protect our data, we have implemented procedures for secure storage and handling of sensitive information and intellectual property.

The Audit Committee of our board of directors is responsible for the oversight of risks from cybersecurity threats and the process by which the board is informed about such risks. The Audit Committee receives regular updates on exposures, threats and mitigation plans directly from our management.

We hold no real property. ~~We do not presently own any interests in real estate. We moved our~~Our executive, administrative and operating ~~offices in December 2015~~office is provided to us at no cost by our ~~sole officer~~CEO and director, ~~Jeffrey Cocks’ virtual office,~~Mr. Day, and is located at ~~316 California Avenue,~~5655 Riggins Court, Suite ~~543,~~15, Reno, NV ~~89509.~~89502. We do not have a written lease agreement with Mr. Day or with the ~~landlord and Mr. Cocks currently provides space to us at no cost.~~property landlord. Our ~~officer~~officers and directors will work remotely from Canada ~~and intend to visit~~or in the United States at the Reno ~~office every six weeks.~~office.

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity ~~Securities.~~Securities

Our common stock is quoted under the symbol NGLD on the OTC Link alternative trading system on the OTC ~~PINK~~Pink marketplace. Prior to ~~July 28, 2016,~~January 26, 2015, our stock was quoted under the symbol TRYV. The table below presents the range of high and low bid quotes of our common stock for each quarter for the last two fiscal years as reported by the OTC Markets Group Inc. The bid prices represent inter-dealer quotations, without adjustments for retail mark-ups, markdowns or commissions and may not necessarily represent actual transactions.

~~Net cash provided by financing activities:~~ ~~Our~~Adjustments to reconcile net loss to net cash ~~provided by financing~~used in operating activities ~~increased by $200,994, or 185%, to $309,494 for the year ended December 31, 2016 compared with $108,500 for the year ended December 31, 2015.~~

During the year ended December 31, ~~2016~~2023, we ~~received $375,000 in gross proceeds from~~recognized a ~~private placement for 3,750,000 shares~~$100,700 loss on revaluation of fair value of our ~~common stock at $0.10 per share, which~~investments in WRR Shares. In addition, we ~~closed~~recognized $988,471 in director and officer compensation associated with the par-value shares we distributed to our directors and CEO on ~~June 21, 2016,~~December 30, 2021, $583,333 we recorded on vesting of shares awarded to our VP of Operations and ~~$35,000 as a non-interest bearing advance from~~$388,890 we recorded on vesting of shares awarded to our ~~CEO and President.~~

On August 1, 2016, we renegotiated the terms of the note payable, extending the maturity date to August 2, 2016, and reducing the interest rate to 0.75% per annum. We repaid the note payable and accrued interest totaling $100,506consultants, in accordance with the ~~new terms on August 2, 2016.~~consulting agreements we executed in February of 2023.

During the year ended December 31, ~~2015,~~2022, we ~~received $8,500~~recognized a $453,043 gain on equity investment associated with WRR Shares. In addition, we recognized $978 loss on foreign exchange fluctuations associated with cash we held in ~~subscriptions~~high-interest savings account at a major Canadian bank and recorded $719,462 in amortization of debt discount associated with the convertible notes payable we issued in September and October 2021. We also recorded $988,471 in stock-based compensation associated with the par-value shares we issued to ~~the shares of~~ our ~~common stock~~directors and ~~$100,000 from the note payable.~~CEO on December 30, 2021.

During the year ended December 31, ~~2016~~2023, we ~~did not have any investing transactions that would have affected~~used $60,000 to make option payments on our ~~cash flows.~~Swales Property, Agai-Pah Property, and Belshazzar Property.

During the year ended December 31, ~~2015,~~2022, we generated $614,656 from the sale of 1,171,083 WRR Shares. During the same period, we used ~~$55,000~~$450,000 to acquire ~~all~~our mineral property interests.

During the year ended December 31, 2023, we received $9,999,475 on issuance of ~~NCG’s,~~12,499,343 Units of our common stock at $0.80 per Unit pursuant to our Offering. Each Unit was comprised of one common share (a “Common Share”), and one common share purchase warrant (a “Warrant”) to purchase one additional common share (a “Warrant Share”) at an exercise price of $1.20 per Warrant Share, expiring 24 months from the issuance date. We paid $401,463 in share issuance costs associated with the issuance of the Units. We issued 274,425 shares for total proceeds to the Company of $326,810 on exercise of Warrants issued as part of the Offering and recorded further $18,000 as obligation to issue shares on the exercise of the Warrants, as the shares were issued subsequent to December 31, 2023.

During the year ended December 31, 2022, we received $400 from the sale of 4,000,000 par-value shares to two of our directors, which shares were considered sold on December 30, 2021, however, we received cash payment from the directors subsequent to December 31, 2021. During the same period, we redeemed a ~~private Nevada corporation, rights, titles and interests~~total of $147,420 in ~~and to an Exploration Agreement with an Option to form a Joint Venture.~~notes payable, which reached their maturity.

At December 31, ~~2016,~~2023, we had a working capital ~~deficit~~surplus of ~~$39,403~~$8,979,119 and cash on hand of ~~$51,789,~~$9,744,392, which is ~~not~~ sufficient enough to ~~carry out~~support our current plan of ~~operation, however~~operations including exploration programs for the next 12-month period. Our investment in equity security is represented by 511,750 WRR Shares valued at $56,105. Prior to receiving the funds from the Offering, we were using WRR Shares as a source of additional cash inflow.

To support our operations beyond the 12-month period, we are ~~in the process~~planning to continue actively pursuing other means of ~~trying to procure funds sufficient to fund~~financing our operations ~~until~~including equity and/or debt financing. However, given the current market and industry conditions, we ~~are able to finance our operations through cash flow. There can~~cannot be ~~no assurance~~sure that we will be able to procure ~~funds sufficient for such purpose.~~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 have a prospective income tax benefit resulting from a net operating loss carryforward and startup costs that may offset any future operating profit.~~

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

~~We did not expend any amounts to acquire any capital assets during~~During the year ended December 31, ~~2016.~~2023, we used $60,000 to make annual option payments on Swales Property, Agai-Pah Property, and Belshazzar Property, at $20,000 for each property.

During the year ended December 31, 2022, we used $20,000 to make an initial cash payment to acquire Swales Property, $20,000 to make the first anniversary payment on Agai-Pah Property, and further $20,000 to make the first anniversary payment on Belshazzar Property. In addition, we made a $350,000 one-time cash payment to acquire 2% NSR on Palmetto Project and paid $40,000 to extend the Olinghouse Purchase Option for an additional one-year term.

We have ~~adopted~~implemented all ~~recently issued accounting pronouncements. The adoption of the~~new accounting pronouncements isthat are in effect, and that may impact our financial statements and do not ~~anticipated to~~believe that there are any other new accounting pronouncements that have been issued that might have a material ~~effect~~impact on our financial position or results of operations.

Item 7A. Quantitative and Qualitative Disclosures about Market ~~Risk.~~Risk

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this item.

Our audited financial statements are set forth in this Annual Report beginning on page F-1.

To the ~~Stockholders~~shareholders and ~~Board~~the board of ~~Directors~~directors of Nevada Canyon Gold Corp. ~~(formerly Tech Foundry Ventures Inc.)~~

We have audited the accompanying consolidated balance sheet of Nevada Canyon Gold Corp. ~~(the “Company”~~(“the Company”) as atof December 31, ~~2016 and 2015~~2023 and the related consolidated statements of operations, stockholders’ equity and cash flows for the ~~years~~year then ~~ended.~~ ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on ~~these~~the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the ~~Public Company Accounting Oversight Board (United States).~~PCAOB. Those standards require that we plan and perform anthe audit to obtain reasonable assurance about whether the consolidated financial statements are free of material ~~misstatement.~~misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. ~~Our~~As part of our audit, ~~included consideration~~we are required to obtain an understanding of internal control over financial reporting, ~~as a basis for designing audit procedures that are appropriate in the circumstances,~~ but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An

Our audit ~~also includes~~included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence ~~supporting~~regarding the amounts and disclosures in the consolidated financial statements. AnOur audit also ~~includes assessing~~included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial ~~statement presentation.~~statements. We believe that our audit provides a reasonable basis for our opinion.

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee or those in charge of governance and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

We have audited the accompanying consolidated balance sheets of Nevada Canyon Gold Corp. (the “Company”) as of December 31, 2022, the related consolidated statements of operations, stockholders’ equity and cash flows, for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, ~~based on our audit, these~~the financial statements present fairly, in all material respects, the financial position of the Company as atof December 31, ~~2016 and 2015~~2022, and the results of its operations and its cash flows for the ~~years~~year then ended, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, ~~to date~~ the Company has ~~reported losses since inception from operations~~limited liquidity and ~~requires additional funds~~has not completed its efforts to ~~meet its obligations and fund the~~establish a source of revenue sufficient to cover operating costs over an extended period of ~~its operations.~~time. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in this regard are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this ~~uncertainty.~~uncertainty

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting in accordance with the standards of the PCAOB. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion in accordance with the standards of the PCAOB.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

We have served as the Company’s auditor since 2015. In 2023 we became the predecessor auditor.

	~~DALE MATHESON CARR-HILTON LABONTE LLP~~F-3
	~~CHARTERED PROFESSIONAL ACCOUNTANTS~~

The ~~accompany~~accompanying notes are an integral part of these ~~audited~~consolidated financial statements

Consolidated Statement of Stockholders’ Equity For the Years Ended December 31, 2023 and 2022

The ~~accompany~~accompanying notes are an integral part of these ~~audited~~consolidated financial statements

~~(Formerly Tech Foundry Ventures, Inc.)~~NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Nevada Canyon Gold Corp. ~~(formerly Tech Foundry Ventures, Inc.)~~ (the “Company”) was incorporated under the laws of the state of Nevada on February 27, ~~2014.~~2014. On July 6, 2016, the Company changed its name from Tech Foundry Ventures, Inc. to Nevada Canyon Gold Corp.

On ~~April 28, 2016,~~December 15, 2021, the Company ~~split its common stock on a 10:1 basis. All shares~~incorporated two subsidiaries, Nevada Canyon LLC and ~~per share amounts have been retroactively restated to account for~~Canyon Carbon LLC. Both subsidiaries were incorporated under the ~~split.~~laws of the state of Nevada. The Company is involved in acquiring and exploring mineral properties and royalty interests in Nevada and Idaho.

The Company’s consolidated financial statements are prepared using accounting principles generally accepted in the United States of America (“US GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company ~~has only recently begun its exploration operations~~is in the business of acquiring and exploring mineral properties and royalty interests and has not generated or realized any revenues from these business operations. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If

As of December 31, 2023, the ~~Company is unable to obtain adequate capital, it could be forced to cease operations.~~

~~The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that~~Company’s management has assessed the ~~Company will be able~~Company’s ability to continue as a going concern. ~~These~~Management’s assessment is based on various factors, including historical and projected financial performance, liquidity, and other relevant circumstances. As of the date of these consolidated financial statements, the Company has sufficient cash to meet its working capital requirements and fund its exploration programs and general day-to-day operations for at least the next 12 months. This assessment takes into account the Company’s current cash balances as a result of the sale of the Company’s common shares under offering statement on Form 1-A (the “Offering”), and expected future cash inflows from the Offering and future financing the management is planning to undertake.

While the Company believes it has the financial resources to continue its operations for the next 12 months, it is important to note that there are inherent uncertainties in projecting future cash flows, and there can be no assurance that these projections will be realized. The Company continues to closely monitor its financial position, market conditions, and other factors that may impact its ability to continue as a going concern. Management’s assessment is based on the information available as of the date of this report. If unforeseen events, adverse market conditions, or other factors negatively affect the Company’s financial position in the future, there may be a need to adjust the going concern assessment. The financial statements do not include any adjustments tothat might result from the ~~amounts and classifications~~outcome of ~~assets and liabilities~~this uncertainty. In the event that ~~may be necessary should~~ the ~~Company be unable~~Company’s ability to continue as a going ~~concern. Management intends~~concern becomes doubtful, adjustments to ~~obtain~~the carrying values of assets and liabilities, as well as additional ~~funding by borrowing funds, and/or~~disclosures, would be necessary.

In prior reporting periods, the Company concluded that substantial doubt regarding its ability to continue as a ~~private placement~~going concern existed. The cash received from sale of the Company’s common ~~stock.~~stock as a result of the Offering in the third and fourth quarter of the Company’s Fiscal 2023 (Note 6), alleviated the substantial doubt.

These consolidated financial statements and related notes are presented in accordance with US GAAP, and are presented in United States dollars.

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Nevada Canyon LLC and Canyon Carbon LLC. On consolidation, all intercompany balances and transactions are eliminated.

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. The Company regularly evaluates estimates and assumptions related to the fair value of stock-based compensation, impairment of its interest in a mineral ~~property,~~properties, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

The Company’s consolidated financial statements are prepared using the accrual method of ~~accounting, except for~~accounting.

Cash and cash ~~flow information.~~ equivalents include bank deposits and highly liquid investments purchased with maturities of three months or less. Cash deposits with banks may exceed Federal Deposit Insurance Corporation insured limits.

The Company ~~has elected~~defers, within prepaid expenses, certain legal, accounting and other third-party fees that are directly related to the Company’s in-process equity financings until such financings are consummated. After consummation of the equity financing, these costs are recorded as a ~~December 31 fiscal year end.~~reduction of the proceeds received as a result of the offering. Should a planned equity financing be abandoned, terminated or significantly delayed, the deferred offering costs are immediately written off to operating expenses.

~~Income tax expense is based on pre-tax financial accounting income. Deferred tax assets~~Investments in equity securities are generally measured at fair value. Gains and ~~liabilities~~losses for equity securities resulting from changes in fair value are recognized in current earnings. Gains and losses on the sale of securities are recognized on a specific identification basis.

The Company accounts for income taxes under the future tax consequences attributable to differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of theliability method. Under this method, deferred tax assets and liabilities are ~~individually classified as current and non-current~~determined based on ~~their characteristics. Deferred~~the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are ~~reduced by~~expected to affect taxable income. The Company provides a valuation allowance ~~when, in the opinion of management, it is more likely than not some portion or all of the~~for deferred tax assets ~~will~~that the Company does not consider more likely (than not) to be realized.

~~(Formerly Tech Foundry Ventures, Inc.)~~The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the position’s sustainability and is measured at the largest amount of benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the amount of the recognized tax benefit is still appropriate. The recognition and measurement of tax benefits requires significant judgment. Judgments concerning the recognition and measurement of a tax benefit might change as new information becomes available.

The Company’s basic ~~loss~~earnings per share (“EPS”) is calculated by dividing its net ~~loss~~income (loss) available to common stockholders by the weighted average number of common shares outstanding for the ~~period.~~ period, excluding unvested portion of restricted stock. Restricted stock that has been distributed but not yet vested and thus excluded from the weighted average shares calculation, was 2,001,667 and 4,003,333 at December 31, 2023 and 2022, respectively (Note 6).

The Company’s ~~dilutive loss per share~~diluted EPS is calculated by dividing its net ~~loss~~income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the period. ~~The~~Dilutive earnings per share includes any additional dilution from common stock equivalents, such as stock options, warrants, and convertible instruments, if the impact is not antidilutive. At December 31, 2023 and 2022, all of the Company’s outstanding warrants and restricted stock awards are excluded from the diluted ~~weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity.~~earnings per share calculation because their impact would be anti dilutive.

The Company’s financial instruments include cash ~~accounts payable, related party advances,~~ and ~~note payable. All instruments are accounted for on a historical cost basis, which, due to the short maturity~~cash equivalents and investment in equity security. The carrying value of these financial instruments approximates their fair value ~~at December 31, 2016 and 2015, respectively.~~based on their short-term nature. The Company is not exposed to significant interest, exchange or credit risk arising from these financial instruments.

~~Financial instruments measured at fair value are classified into one of three levels in the~~The fair value hierarchy under US GAAP is based on the following three levels of inputs, of which ~~prioritizes~~ the ~~inputs used in measuring fair value as follows:~~first two are considered observable and the last unobservable:

~~Cash~~At the end of each reporting period, the Company’s investment in equity security is measured at fair value using ~~level~~Level 1 inputs. During the years ended December 31, 2023 and 2022, the Company has no assets or liabilities requiring measurement at fair value on a non-recurring basis.

~~For equity~~All transactions in which goods or services are received for the issuance of shares of the Company’s common stock or the issuance of common stock awards ~~such as stock options, total compensation cost is~~are accounted for based on the ~~grant date~~ fair value ~~and for liability awards, such as~~of the equity interest issued. The fair value of shares of common stock ~~appreciation rights, total compensation cost~~ is determined based upon the closing price per share of the Company’s common stock on the ~~settlement value.~~date of issuance and other applicable inputs. The ~~company~~Company recognizes stock-based compensation ~~expense~~for common stock award grants evenly over the related vesting period.

Exploration costs are expensed in the period in which they occur. The Company capitalizes costs for acquiring and leasing mining properties and expenses costs to maintain mineral rights as incurred. Should a property reach the production stage, capitalized costs would be amortized using the units-of-production method based on periodic estimates of ore reserves.

The Company periodically reviews its long-lived assets to determine if any events or changes in circumstances have transpired which indicate that the carrying value of its assets may not be recoverable. The Company determines impairment by comparing the undiscounted net future cash flows estimated to be generated by its assets to their respective carrying amounts. If impairment is deemed to exist, the assets will be written down to fair value.

The Company identifies related parties and discloses related party transactions. Parties, which can be entities or individuals, are considered to be related if either party has the ability, directly or indirectly, to control or exercise significant influence over the Company in making financial and operational decisions. Entities and individuals are also considered to be related if they are subject to common control or significant influence of the Company.

In August 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-05 Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement. The new guidance addresses the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements. The objectives of the amendments are to (1) provide decision useful information to investors and other allocators of capital in a joint venture’s financial statements and (2) reduce diversity in practice. The guidance is applied prospectively and effective for all ~~awards over the service period required to earn the award, which is the shorter of the vesting period~~newly formed joint venture entities with a formation date on or ~~the time period an employee becomes eligible to retain the award at retirement.~~

~~Costs of exploration and costs of carrying and retaining unproven properties are expensed as incurred.~~after January 1, 2025, with early adoption permitted. The Company ~~considers mineral rights~~is currently evaluating the impact of this guidance on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09 (Topic 740) Improvements to Income Tax Disclosures. The new guidance requires additional disclosures of disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The guidance is effective for annual periods beginning after December 15, 2024. The guidance should be ~~tangible assets and accordingly,~~applied on a prospective basis with the ~~Company capitalizes certain costs related~~option to apply the ~~acquisition of mineral rights.~~

Revenue consists of service revenue generated from management and consulting services. Revenue is recognized when services have been delivered, the amount is fixed or determinable, collection is probable and cost incurred or to incur can be measured reliably.

~~Certain prior period numbers have been reclassified to conform with current year presentation.~~

standard retrospectively. The Company ~~has implemented all new accounting pronouncements that are in effect and that may~~is currently evaluating the impact of this disclosure guidance on its consolidated financial ~~statements and~~statements.

Management does not believe that ~~there are~~ any other ~~new~~recently issued, but not yet effective, accounting ~~pronouncements that have been issued that might~~standards if currently adopted would have a material ~~impact~~effect on ~~its~~the accompanying financial ~~position or results of operations.~~statements.

During the ~~year~~years ended December 31, ~~2016, the CEO of~~2023 and 2022, the Company ~~advanced $30,000 (2015~~had the following transactions with its related parties:

See Note 4 - ~~$nil)~~Mineral Property Interests for further information on related party transactions and Note 6 - Stockholders’ Equity for further information regarding stock issued to ~~the Company.~~

~~During the year ended December 31, 2016, a company controlled by the CEO of the Company advanced $5,000 (2015 - $nil) to the Company.~~

As at December 31, 2016, the Company’s three shareholders had advanced a total of $98,000 (December 31, 2015 - $63,000) to fund working capital expenses. These advances are unsecured and do not carry an interest rate or repayment terms.

On April 4, 2016, each of the Company’s three shareholders tendered 60,000,000 shares (6,000,000 pre-split shares) of common stock for cancellation. As a result, a total of 180,000,000 shares of common stock were cancelled and returned to the Company’s treasury to a status of authorized but unissued. The cancelling shareholders provided a release for the benefit of the Company releasing the Company from any potential loss resulting from their cancellation.

During the year ended December 31, 2016, the Company issued 800,000 shares with a fair value of $8,000 to Nevada Canyon Gold Corporation (“NCG”), a Company with the President and CEO in common with the Company, to purchase its corporate name, domain name, and all related ~~content (Note 6).~~parties.

~~During the year ended December 31, 2015, the Company entered into a definitive agreement with NCG.~~

As of December 31, 2023, the Company’s mineral property interests are comprised of the Lazy Claims Property, the Loman Property, and the Agai-Pah Property located in Mineral County, Nevada, the Swales Property located in Elko County, Nevada, and the Belshazzar Property located in Quartzburg mining district, Boise County, Idaho. In addition, the Company acquired an option to acquire 100% interest of Target Minerals, Inc’s (“Target”) 1% production royalty on the Olinghouse Project, located in the Olinghouse Mining District, Washoe County, Nevada, and acquired 2% net smelter returns royalty (“NSR”) on the Palmetto Project (the “Project”), located in Esmeralda County, Nevada.

On ~~December 17, 2015,~~August 2, 2017, the Company entered into ~~a definitive agreement with NCG, to acquire all of NCG’s rights, titles and interests in and into~~ an exploration lease agreement (the “Lazy Claims Agreement”) with ~~an option to form a joint venture with Walker River~~Tarsis Resources ~~Corp.~~US Inc. (“Tarsis”), a ~~Canadian public company (“WRR”), dated September 15, 2015 (the “Agreement”). WRR owns a 100% undivided interest in and~~Nevada corporation, to lease the ~~Lapon Canyon Gold Property, containing the Lapon Canyon claims, the subject~~Lazy Claims, consisting of three claims. The term of the ~~Agreement.~~

~~The~~Lazy Claims Agreement ~~does not grant the Company an interest in or~~is ten years, and is subject to the Lapon Canyon claims, or any equity interest in WRR, but rather, grants the Company the right to earn up to an undivided 50% interest in the Lapon Canyon claims by incurring, over a two-year period, $500,000 in exploration and other expenses required to carry out a work program established and operated by WRR on the Lapon Canyon claims (“Eligible Expenses”) and, thereafter, grants the Company an option to enter into a joint venture with WRRextension for ~~further exploration and development~~additional two consecutive 10-year terms. Full consideration of the ~~Lapon Canyon claims. The~~Lazy Claims Agreement also grants the Company the first right of refusal to acquire an additional 20% interest in the Lapon Canyon claims by the expenditure of additional funds and performance of additional tasks, all related to the joint venture.

~~Full consideration for all rights in and to the Agreement consisted~~consists of the following: ~~payment of $65,000 by the Company to NCG, comprised of~~ an initial cash ~~deposit of $25,000, a cash~~ payment of ~~$30,000 and~~$1,000 to Tarsis, paid upon the ~~balance of $10,000 paid through the issuance of 1,000,000 restricted common shares~~execution of the Lazy Claims Agreement, with $2,000 payable to Tarsis on each subsequent anniversary of the effective date. The Company ~~issued~~agreed to ~~NCG at~~pay Tarsis a ~~price~~2% production royalty (the “Lazy Claims Royalty”) based on the gross returns from the production and sale of ~~$0.01. All consideration had been fully paid as at December 31, 2015.~~minerals from the Lazy Claims. Should the Lazy Claims Royalty payments to Tarsis be in excess of $2,000 per year, the Company will not be required to pay a $2,000 annual minimum payment.

During the year ended December 31, ~~2016,~~2023, the Company ~~incurred $227,787~~paid $2,543 (2022 - $2,543) for its mineral property interests in ~~Eligible Expenses (2015 – $51,047) on the Lapon Canyon claims~~Lazy Claims, of which ~~$185,945~~$2,000 (2022 - $2,000) represented annual minimum payment required under the Lazy Claims Agreement and $543 (2022 - $543) was associated with the annual mining claim fees payable to the Bureau of Land Management (the “BLM”). These fees were recorded as part of the Company’s exploration ~~expenses (2015 – $25,579).~~expenses.

In December 2019, the Company acquired 27 mining claims for a total of $10,395. The claims were acquired by the Company from a third-party.

During the year ended December 31, ~~2015,~~2023, the Company ~~borrowed $100,000~~paid $4,791 (2022 - $4,791) in annual mining claim fees payable to the BLM. These fees were recorded as part of the Company’s exploration expenses.

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

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

Full consideration of the Agai-Pah Property Agreement consists of the following: (i) an initial cash payment of $20,000 to be paid within 90 days from the execution of the Agai-Pah Property Agreement on May 19, 2021 (the “Effective Date”), and (ii) annual payments of $20,000 to be paid on the anniversary of the Effective Date while the Agai-Pah Property Agreement remains in effect. The Company has the exclusive option and right to acquire 100% ownership of the Agai-Pah Property (the “Agai-Pah Purchase Option”). To exercise the Agai-Pah Purchase Option, the Company will be required to pay $750,000 (the “Agai-Pah Purchase Price”). The ~~Loan bore an interest at a 5% per annum, with all outstanding principal and interest due on July 31, 2016. On August 1, 2016,~~Agai-Pah Purchase Price can be paid in either cash and/or equity of the Company, ~~renegotiated~~or a combination thereof, at the election of MSM. The annual payments paid by the Company to MSM, shall not be applied or credited against the Purchase Price.

During the year ended December 31, 2023, the Company paid $3,552 (2022 - $3,552) in annual mining claim fees payable to the BLM. These fees were recorded as part of the Company’s exploration expenses.

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

The term of the Belshazzar Property Agreement commenced on June 4, 2021, and continues for ten years, subject to the Company’s right to extend the Belshazzar Property Agreement for two additional terms of ten years each, and subject to the ~~Loan, extending~~Company’s option to purchase the ~~maturity~~Belshazzar Property.

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

During the year ended December 31, 2023, the Company paid $2,825 (2022 - $2,660) in annual mining claim fees payable to the BLM. These fees were recorded as part of the Company’s exploration expenses.

On December 27, 2021, the Company entered into exploration lease with option to purchase agreement (the “Swales Property Agreement”) with Mr. W. Wright Parks III., (“Mr. Parks”) on the Swales Property, consisting of 40 unpatented lode mining claims totaling 800 acres, within Swales Mountain Mining District in Elko County, Nevada (the “Swales Property”).

Full consideration of the Swales Property Agreement consists of the following: (i) an initial cash payment of $20,000 to be paid within 90 days from the execution of the Swales Property Agreement on December 27, 2021 (the “Effective Date”), and (ii) annual payments of $20,000 to be paid on the anniversary of the Effective Date while the Swales Property Agreement remains in effect. The Company has the exclusive option and right to acquire 100% ownership of the Swales Property (the “Swales Purchase Option”). To exercise the Swales Purchase Option, the Company will be required to pay $750,000 (the “Swales Purchase Price”). The Swales Purchase Price can be paid in either cash and/or equity of the Company, or a combination thereof, at the election of Mr. Parks. The annual payments paid by the Company to Mr. Parks, shall not be applied or credited against the Swales Purchase Price.

The Company made the initial cash payment of $20,000 on January 15, 2022, and made the first $20,000 anniversary payment on March 14, 2023, which was initially accrued at December 31, 2022. At December 31, 2023, the Company accrued the second $20,000 anniversary payment, which was paid on February 16, 2024.

During the year ended December 31, 2023, the Company paid $7,092 (2022 - $7,092) in annual mining claim fees payable to the BLM. These fees were recorded as part of the Company’s exploration expenses.

On December 17, 2021, the Company’s wholly-owned subsidiary, Nevada Canyon, LLC, entered into an Option to Purchase Agreement (the “Olinghouse Agreement”) with Target Minerals, Inc (“Target”), a private Nevada company, to acquire 100% interest of Target’s 1% production royalty on the Olinghouse Project, located in the Olinghouse Mining District, Washoe County, Nevada.

The 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 ~~August 2, 2016,~~Target a written notice to exercise the Olinghouse Purchase Option, subject to further extension if Target’s conditions to closing are not fully satisfied or otherwise waived by the Company. Full consideration of the Olinghouse Agreement consists of the following: (i) an initial cash option payment of $200,000 payable upon execution of the Agreement, which the Company paid on December 18, 2021, and ~~reducing~~(ii) purchase price (the “Olinghouse Purchase Price”) which shall be paid by the ~~interest rate~~Company to ~~0.75%~~Target in either cash or common shares of the Company, the determination of which shall be as follows:

On December 23, 2022, the Company and Target agreed to extend the Olinghouse Purchase Option for an additional one-year term, expiring on December 17, 2023, for a one-time cash payment of $40,000. In December of 2023, in accordance with Article 3 of the Olinghouse Agreement, the Company notified Target that the Company intends to exercise its option to acquire the 1% production royalty on the Olinghouse Project. As of the date of these financial statements, the Company has not received the Royalty deed. The Company intends to make the final option payment once it received fully executed Royalty deed from Target.

During the year ended December 31, 2023, the Company did not incur any exploration costs associated with the Olinghouse Project.

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

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

During the years ended December 31, 2023 and 2022, the Company did not incur any additional expenses associated with the Palmetto Project.

As at December 31, 2023 and 2022, the Company’s equity investment consists of 511,750 common shares of Walker River Resources Corp. (“WRR”).

At December 31, 2023 and 2022, the fair value of the equity investment was $56,105 and $156,805, respectively, based on the trading price of WRR Shares at December 31, 2023 and 2022. Fair value is measured using Level 1 inputs in the fair value hierarchy. During the year ended December 31, 2023 the revaluation of the equity investment in WRR resulted in a $100,700 loss on the change in fair value of the equity investment (December 31, 2022 - $241,513 gain).

The Company did not sell any WRR Shares during the year ended December 31, 2023. During the year ended December 31, 2022, the Company sold 1,171,083 WRR Shares for net proceeds of $614,656. The Company ~~repaid~~recorded a net realized gain of $211,530 on the ~~Loan and accrued interest totaling $100,506 in accordance with the new terms on August 2, 2016. Accordingly, the Company recognized $2,837 as recapture~~sale of ~~interest.~~WRR Shares.

The Company was formed with one class of common stock, ~~$0.0001~~$0.0001 par value, and is authorized to issue 100,000,000 common shares and one class of preferred stock, ~~$0.0001~~$0.0001 par value, and is authorized to issue 10,000,000 preferred shares. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they chose to do so, elect all of the directors of the Company.

~~On April 28, 2016,~~Equity transactions during the ~~Company split its common stock on a 10:1 basis. All shares and per share amounts have been retroactively restated to account for the split. The outstanding share capital of the Company as at~~year ended December 31, ~~2015, exceeded the authorized share capital as a result of the forward split, however, prior to the stock split,~~2023

Units issued under offering statement on April 4, 2016, the Company cancelled 180,000,000 common shares held by three founding shareholders of the Company. As a result, the actual common shares outstanding at December 31, 2015, did not exceed those authorized.Form 1-A

The stock split did not affect the par value of the Company’s common stock. As a result, the stated capital on the Company’s balance sheet attributable to the Company’s common stock was increased proportionately based on the stock split ratio, and the additional paid-in capital account was credited with the amount by which the stated capital was increased.

During the year ended December 31, ~~2016,~~2023, the Company ~~completed~~issued a total of 12,499,343 units of its common stock pursuant to its offering statement on Form 1-A (the “Offering”). Each unit is comprised of one common share, and one common share purchase warrant to purchase one additional common share at an exercise price of $1.20 per Warrant Share, expiring 24 months from the issuance date.

The Company incurred a total of $499,667 in share issuance costs of which $98,206 were associated with issuance of 124,994 agent warrants (the “Agent Warrants”). The Agent Warrants are exercisable at $1.20 and expire 5 years from the issuance date. The fair value of the Agent Warrants was determined using Black-Scholes Option Pricing Model with the following ~~transactions:~~assumptions: expected life of 5 years, risk-free interest rate between 4.49% and 4.57%, expected dividend yield - $Nil, and expected share price volatility between 214% and 216%.

During the year ended December 31, ~~2015,~~2023, the Company ~~completed~~issued 274,425 Common Shares for total proceeds to the ~~following transactions:~~Company of $329,310 on exercise of the Warrants issued as part of the Offering. The Company paid $2,500 in share issuance costs associated with exercise of these Warrants.

Subsequent to December 31, 2023, the Company issued 81,950 Common Shares for total proceeds to the Company of $98,340 on exercise of the Warrants issued as part of the Offering. Of this amount, $18,000 were received during the year ended December 31, 2023, and were recorded as obligation to issue shares.

On October 31, 2022, the Company received notices from its convertible note holders requesting to convert a total of $897,113 into 2,392,301 shares of its common stock at $0.375 per share. These shares were issued on November 7, 2022 (Note 7).

The changes in the number of warrants outstanding for the years ended December 31, 2023 and 2022, are as follows:

During the year ended December 31, 2023 and 2022, the Company recognized share-based compensation as follows:

On December 30, 2021, the Company distributed a total of 6,005,000 shares of common stock to the Company’s directors (the “Director Shares”). The Director Shares are subject to the terms and conditions included in 3-year lock-up and vesting agreements (the “Lock-up Agreements”), which contemplate that the Director Shares will vest in equal annual installments over a 3-year term during which term the shareholders agreed not to sell, directly or indirectly, or enter into any other transactions involving the Company’s common shares regardless if the shares have vested or not.

The fair value of the shares was determined to be approximately $2,965,413 or $0.4938 per share based on the trading price of the Company’s common stock on the issue date adjusted for the restrictions under the Lock-up Agreements. The shares vest over a three-year time period.

As stated above, the Company distributed all of the awarded shares prior to vesting. As at December 31, 2023, 4,003,333 shares have vested and 2,001,667 shares are unvested. As of December 31, 2023, unvested compensation related to the Director Shares of $988,471 will be recognized over the next 12 months.

On February 24, 2023, the Company entered into a consulting agreement with the Company’s newly appointed Vice President of Operations (the “VP Agreement”). The Company agreed to issue 2,000,000 shares of its common stock for the services. The shares vest ratably over a two-year period, beginning March 1, 2023, and vested shares are distributed quarterly. The fair value of the shares was $1,400,000 or $0.70 per share based on the trading price of the Company’s common stock on the date the service period began. As at December 31, 2023, the Company had distributed a total of 833,333 shares under the VP Agreement.

Unvested compensation related to the shares to be issued under the VP Agreement of $816,667 will be recognized over the next 1.16 years.

On February 24, 2023, the Company entered into two separate consulting agreements with consultants (the “Consulting Agreements”) in exchange for a total of 2,000,000 shares of its common stock. All shares vest ratably over a three-year period, beginning March 1, 2023, and vested shares are distributed quarterly . The fair value of the shares was $1,400,000 or $0.70 per share based on the trading price of the Company’s common stock on the date the service period began. As at December 31, 2023, the Company had distributed a total of 555,556 shares under the Consulting Agreements.

Unvested compensation related to the Shares to be issued under the Consulting Agreements of $1,011,110 will be recognized over the next 2.16 years.


●	~~On December 17, 2015, the Company issued 1,000,000 shares of its common stock at a price of $0.01 per share for the acquisition of its mineral property interest (Note 4).~~

During the year ended December 31, 2021, the Company received $980,000 in cash proceeds under the convertible promissory notes financing, in addition, the Company’s existing debt holder agreed to convert $15,064the Company owed on account of unsecured, non-interest-bearing note payable due on demand into a convertible promissory note for a total of $20,000. The convertible promissory notes (the “Notes”) were due in twelve months after their issuances (the “Maturity Date”) and accrued interest at a rate of 15% per annum. During the year ended December 31, 2022, the Company recorded $719,462in amortization of debt discount and $10,812 in additional interest accrued on the Notes. The balance of the Notes at December 31, 2022 was $Nil as all of the notes were paid or converted into shares of the Company’s common stock during the year ended December 31, 2022.

A reconciliation of the expected income tax ~~recovery~~expense to the actual income tax ~~recovery~~expense is as follows:

~~Realization~~At December 31, 2023, the Company had federal and state net operating loss carry forwards of ~~deferred tax assets~~approximately $1.5 million, $90,000 of which expire by 2037. The remaining balance of approximately $1.4 million will never expire but its utilization is ~~dependent upon sufficient future~~limited to 80% of taxable income ~~during the period that deductible temporary differences and carry-forwards are expected to be available to reduce taxable income. As the achievement of required~~in any future ~~taxable income is uncertain, the Company recorded a valuation allowance.~~year.

The Company has ~~non-capital losses~~evaluated all tax positions for open years and has concluded that they have no material unrecognized tax benefits or penalties. It is not anticipated that unrecognized tax benefits would significantly increase or decrease within 12 months of ~~approximately $446,942 which expire between 2034~~the reporting date. The Company recognizes interest and penalties related to ~~2036.~~unrecognized tax benefits in interest expense and penalties within operating expenses. The Company’s federal income tax returns for fiscal years 2020 through 2023 remain open and subject to examination. Tax attributes ~~are subject to review, and potential adjustment, by tax authorities.~~from prior years can be adjusted during an IRS audit.

Disclosure controls and procedures are designed with an objective of ensuring that information required to be disclosed in our periodic reports filed with the Securities and Exchange Commission, such as this Annual Report on Form 10-K, is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission. Disclosure controls are also designed with an objective of ensuring that such information is accumulated and communicated to our management, including our ~~chief executive officer,~~Chief Executive Officer and Chief Financial Officer, in order to allow timely consideration regarding required disclosures.

The evaluation of our disclosure controls by our principal executive ~~officer~~officers included a review of the controls’ objectives and design, the operation of the controls, and the effect of the controls on the information presented in this Annual Report. Our management, including our ~~chief executive officer,~~Chief Executive Officer and Chief Financial Officer, does not expect that disclosure controls can or will prevent or detect all errors and all fraud, if any. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Also, projections of any evaluation of the disclosure controls and procedures to future periods are subject to the risk that the disclosure controls and procedures may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and ~~Principal~~Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and ~~Principal~~Chief Financial Officer have concluded that our disclosure controls and procedures as of December 31, ~~2016~~2023, were not effective in providing timely ~~alerting them to~~ material information which is required to be included in our periodic reports filed with the SEC as of the end of the period covering this report and to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. There have been no material changes in our internal controls over financial reporting or in other factors that could materially affect, or are reasonably likely to affect, our internal controls over financial reporting for the year ended December 31, 2016.

(b) Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company in accordance with Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the (i) effectiveness and efficiency of operations, (ii) reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and (iii) compliance with applicable laws and regulations. Our internal controls framework is based on the criteria set forth in the Internal Control - Integrated Framework ~~issued~~ published in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

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

Based on an assessment of the Company’s internal control procedures over financial reporting ~~for the year ended~~at December 31, ~~2016,~~2023, management ~~believes~~has concluded that the internal control over financial reporting is not effective. We have identified current material weaknesses considering the nature and extent of our current operations and any risks or errors in financial reporting under current operations. In the view of management, the Company does not have adequate segregation of duties in the handling of its financial reporting due to a limited number of personnel.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

There ~~was~~were no changes in our internal control over financial reporting that occurred ~~for~~during the ~~year~~quarter ended December 31, ~~2016,~~2023, that had materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 10. Directors, Executive Officers and Corporate ~~Governance.~~Governance

Our ~~director serves~~directors serve until his or her successor is elected and qualified. Our ~~director elects~~directors elect our officers to a term of one (1) year and they serve until their successors are duly elected and qualified, or until they are removed from office. The board of directors has no nominating or compensation committees.

The name, ~~address,~~ age, and position of our present ~~officers~~officer and ~~director is~~directors are set forth below:

~~The persons named above have~~Jeffrey Cocks has held ~~their~~his offices/positions since February 28, 2014, and we expect ~~them~~him to hold his offices/positions at least until the next annual meeting of our shareholders.

Alan Day and Robert F. List were appointed to the board of directors on November 17, 2021. Effective May 4, 2023, Alan Day was appointed to serve as President and Chief Executive Officer of the Company. We expect Mr. Day and Mr. List to hold their offices/positions at least until the next annual meeting of our shareholders.

Ryan McMillanwas appointed Vice President of Operations on March 1, 2023, and we expect him to hold his office/position at least until the next annual meeting of our shareholders.

John Schaff and Smith Miller were appointed to the board of directors on January 18, 2024. We expect Mr. ~~Jeffrey Cocks, Chairman,~~Schaff and Mr. Miller to hold their offices/positions at least until the next annual meeting of our shareholders.

Mr. Day was appointed to our board of directors on November 17, 2021, and as our President and CEO on May 4, 2023. Mr. Day has an extensive financial, operational and administrative background with over 30 years’ experience of exploration and mining experience with a focus on precious metals, copper and nickel. He has held senior project management roles in exploration, mining as well as environmental remediation programs. Mr. Day’s company, Mineral Exploration Services, Ltd. was formed in 1998 to serve the mining industry in property acquisitions and divestures, claim locating, complete exploration services, including geological consulting and project management. Mr. Day received a B.S. in Geology and a B.A. in Spanish, from the University of Utah in 1990.

Mr. Jeffrey Cocks, Chief Financial Officer, Secretary, Director, and Chairman

Jeffrey Cocks is our ~~Chairman, Chief Executive Officer,~~ Chief Financial Officer, Chairman, and Secretary and has served in that capacity since February 28, 2014. From August 1996 to the present, Mr. Cocks has served as the Chairman and Chief Executive Officer of West Isle Ventures, Ltd., a Canadian company that provides consulting services to start-ups and other companies. Mr. Cocks also serves on the board of directors and audit ~~committees~~committee of ~~Trinity Valley Energy Corp and Portola Resources~~Carson River Ventures Corp. ~~both of~~ which ~~are~~is traded on the ~~Toronto Stock~~Canadian Securities Exchange. Mr. Cocks has over 25 years of experience in consulting, sales, marketing, product development and branding as well as corporate compliance in the executive offices including overseeing his company’s accounting, compliance and finance departments and as a director of several public companies in both the United States and Canada. Mr. Cocks ~~has~~holds a ~~degree~~certificate from Simon Frasier University in its securities program.

~~Michael Levine is~~Mr. List was appointed to our board of directors on November 17, 2021. Mr. List brings a ~~Director~~wealth of Nevada knowledge, experience, contacts, and ~~has served in this capacity since February 28, 2014. From July 2004~~long-standing relationships to the ~~present, Mr. Levine has~~Company. He served as the Governor of Nevada from 1979-1983. Prior to being elected Governor, he served as district attorney of Carson City and 8 years as Attorney General of Nevada. He was Chairman of both the Western Governors Association and ~~President~~the Conference of ~~TML Entertainment, Inc., a company that specializes~~Western Attorney Generals. Mr. List has been appointed to numerous boards and commissions in the ~~exploitation~~administrations of Presidents Nixon, Ford, Reagan, and ~~marketing of musical copyrights. From 2007 to 2012, Mr. Levine~~George H.W. Bush, including the National Public Lands Advisory Council. He has served as a director for several private and ~~audit committee member of Knightscove Media Corp., a Canadian entertainment company that specialized~~public companies. Mr. List currently is Of Counsel to the Las Vegas law firm Jolley Urga Woodbury and Holthus, specializing in ~~the distribution, acquisition~~natural resources, finance, gaming, regulatory and creation of high quality live-action feature films and television productions for the whole family. Mr. Levine has served as an officer and director of a number of public and private companies in the United States and Canada and has experience with U.S. and Canadian reporting companies. From 1975 to 1993, Mr. Levine was the keyboardist and bassist for the Canadian power rock trio, Triumph. Mr. Levine is credited with much of the group’s success and produced the band’s early recordings. Triumph earned 16 gold and 9 platinum sales awards in Canada and the United States. Mr. Levineadministrative law. He is a member of the ~~Canadian Music Hall~~Bar Associations of ~~Fame~~Nevada and the ~~Canadian Music Industry Hall~~District of ~~Fame.~~Columbia. Mr. List received his B.S. from Utah State University and his LL.B and J.D. law degrees from the University of California and Hastings College of Law.

Mr. McMillan was appointed our Vice President of Operations on March 1, 2023. Since August 2012, Mr. McMillan has served as a private consultant engaged in business structuring, advising on multi-national corporate mergers, acquisitions, corporate finance and restructuring (debt workouts, debt-equity swaps and capital restructuring), recapitalization (arranging new debt and equity financing) and creating exit strategies—primarily utilizing traditional IPO’s and Alternative Public Offerings. Prior thereto from September 2011 to July 2012, Mr. McMillan worked as Director of Business Development for a private company based in Los Angeles, CA where he was responsible for financial model design, attracting new customers in both new and existing market places, and M&A transactions. In 2007, Mr. McMillan joined a San Diego-based private equity firm engaged in $1 to 3 million seed financing for non-industry specific startups, as an Associate in the company’s Capital Market’s Division. Mr. McMillan’s primary duties involved identifying and interacting with the emerging companies that partnered with the firm, investor relations, which included raising new forms of private capital and developing advisory leads. Mr. McMillan attended University of Arizona where he studied Regional Development with an emphasis in Business.

Mr. Schaff was appointed to our board of directors on January 18, 2024. Mr. Schaff has worked for over 30 years in the exploration industry for both junior and senior mining companies. Mr. Schaff has actively participated in numerous discoveries including Kennecott’s Gemfield, Midway, Castle Au deposits in Nevada, the Whistler Cu-Au deposit in Alaska, Rio Tinto’s Eagle Cu-Ni deposit in Michigan, the Tamarack Cu-Ni deposit in Minnesota, the Diavik Diamond Mine in the Northwest Territories, Canada; and Noranda’s Lynne VMS deposit in Wisconsin. Mr. Schaff’s experience also includes serving as Exploration Manager with Coeur Mining, where he was an integral part in the discovery of the C-Horst deposit located in the highly active Bare Mountain Mining District near Beatty, Nevada. Mr. Schaff received his Bachelor of Science (Geology) from Bemidji State University, Bemidji, Minnesota in 1987.

Mr. Miller was appointed to our board of directors on January 18, 2024. Mr. Miller is the CEO and founding member of Strategic Tax Solutions (“STS”) with offices in Boise, Idaho and Loomis, California. He has more than 20 years of experience working with various size companies providing research & development (“R&D”) tax credit services. STS has successfully completed R&D tax credits for hundreds of projects, across multiple industries including but not limited to architecture, engineering, manufacturing, design build contractors, aerospace/DOD, and software. Prior to starting STS, Mr. Miller spent numerous years with two regional accounting firms building some of the industry’s best tax credit and incentive programs. During his career, Mr. Miller has developed a reputation for his expertise and strategic approach as a leader in federal and state research and development tax credits and incentives. In 1987, Mr. Miller received his Bachelor of Science (B.S.) from California State University, Sacramento, CA and his B.S. General Business from Regents College, Albany N.Y.

Our common stock is quoted on the OTC Link alternative trading system on the OTC ~~PINK~~Pink marketplace, which does not have director independence requirements.

No member of management will be required by us to work on a ~~full time~~full-time basis. Accordingly, certain conflicts of interest may arise between us and our officer and directors in that they may have other business interests in the future to which they devote their attention, and they may be expected to continue to do so although management time must also be devoted to our business. As a result, conflicts of interest may arise that can be resolved only through the exercise of such judgment as is consistent with each officer’s and director’s understanding of his fiduciary duties to us. In the course of other business activities, they may become aware of business opportunities that may be appropriate for presentation to us, as well as the other entities with which they are affiliated. As such, there may be conflicts of interest in determining to which entity a particular business opportunity should be presented. In an effort to reduce or minimize any conflicts, ~~Messrs. Cocks~~our directors and ~~Levine~~officers have orally agreed that any opportunities that are presented to them in the United States will be directed to the Company and that any opportunities presented to them in Canada will be available for their other business interests.

We cannot provide assurances that our efforts to eliminate the potential impact of conflicts of interest will be effective.

Currently, we have ~~two~~five directors and an officer and will seek to add additional officer(s) and/or director(s) as and when the proper personnel ~~are~~is located, and terms of employment are mutually negotiated and agreed, and we have sufficient capital resources and cash flow to make such offers.

We cannot provide assurances that our efforts to eliminate the potential impact of conflicts of interest will be effective.

On February 28, 2014, we adopted a Code of Ethics and Business Conduct which is applicable to our future employees and which also includes a Code of Ethics for our chief executive officer and principal financial officer and any persons performing similar functions. A code of ethics is a written standard designed to deter wrongdoing and to promote:

A copy of our Code of Business Conduct and Ethics has been filed with the Securities and Exchange Commission as Exhibit 14.1 to our registration statement.

Our directors hold office until the completion of their term of office, which is not longer than one year, or until a successor(s) have been elected. ~~Currently,~~We reimburse our directors ~~receive no compensation~~for their services with shares of our Common Stock, we may also compensate them for their role as ~~directors but~~officers, which compensation may ~~receive compensation for their role as officers.~~be in the form of cash or equity.

During the past ten years, no present director, executive officer or person nominated to become a director or an executive officer of us:

~~Concurrent with having sufficient members and resources, our~~Our board of directors ~~will~~is planning to establish an audit committee and a compensation ~~committee.~~committee as soon as is practicable. We believe that ~~we will need a minimum of~~ five directors is sufficient to have effective committee systems. The audit committee will review the results and scope of the audit and other services provided by the independent auditors and review and evaluate the system of internal controls. The compensation committee will manage any stock option plan we may establish and review and recommend compensation arrangements for the officers. No final determination has yet been made as to the memberships of these ~~committees or when we will have sufficient members to establish~~ committees. See “Executive Compensation” hereinafter.

We will reimburse all directors for any expenses incurred in attending directors’ meetings provided that we have the resources to pay these fees. We will consider applying for officers and directors’ liability insurance at such time when we have the resources to do so.

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities (collectively, the “Reporting Persons”), to file reports of ownership and changes in ownership with the SEC. Under the SEC regulations, Reporting Persons are required to provide us with copies of all forms that they file pursuant to Section 16(a). To our knowledge, based solely upon review of the copies of such reports received or written representations from the reporting persons, we believe that during the period covered by this Annual Report, our directors, executive officers and persons who own more than 10% of our common stock complied with all Section 16(a) filing requirements.

The following table shows, for the years ended December 31, ~~2016~~2023, and ~~2015,~~2022, compensation awarded to, paid to, or earned by, our Chief Executive Officer, Chief Financial Officer (the “Named Executive Officer”) and directors.

We have no formal employment arrangement with Mr. Cocks or Mr. Levine at this time. Mr. Cocks’ and Mr. Levine’s compensation has not been fixed or based on any percentage calculations. Mr. Cocks and Mr. Levine will make all decisions determining the amount and timing of their compensation and, for the immediate future, will not receive any compensation. The Company’s board will formalize Mr. Cocks’ compensation amount if and when his annual compensation exceeds $50,000.

On December 30, 2021, the Company distributed a total of ~~our named executive officers received~~6,005,000 shares of common stock to the Company’s directors (the “Director Shares”). The Director Shares are subject to the terms and conditions included in 3-year lock-up and vesting agreements (the “Lock-up Agreements”), which contemplate that the Director Shares will vest in equal annual installments over a 3-year term during which term the shareholders agreed not to sell, directly or indirectly, or enter into any ~~grants~~other transactions involving the Company’s common shares regardless if the shares have vested or not.

The fair value of the shares was determined to be approximately $2,965,413 or $0.4938 per share based on the trading price of the Company’s common stock ~~option awards or other plan-based awards~~on the issue date adjusted for the ~~years ended~~restrictions under the Lock-up Agreements. The shares vest over a three-year time period.

As stated above, the Company distributed all of the awarded shares prior to vesting. As at December 31, ~~2016~~2023, 4,003,334 shares have vested and ~~2015.~~2,001,666 shares remained unvested.

On February 24, 2023, the Company entered into a consulting agreement with the Company’s newly appointed Vice President of Operations (the “VP Agreement”). The Company agreed to issue 2,000,000 shares of its common stock for the services. The shares vest ratably over a two-year period, beginning March 1, 2023, and vested shares are distributed quarterly. The fair value of the shares was $1,400,000 or $0.70 per share based on the trading price of the Company’s common stock on the date the service period began. As of December 31, 2023, the Company had distributed a total of 833,333 shares under the VP Agreement.

Other than the compensation set out in the table above, we have not paid any compensation to our directors.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder ~~Matters.~~Matters

The following table sets forth, as of the date of this Annual Report on Form 10-K, the total number of shares owned beneficially by our officer and directors, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The shareholders listed below have direct ownership of their shares and possess sole voting and dispositive power with respect to the shares. As of March ~~20, 2017,~~11, 2024, we had ~~44,050,000~~25,322,001 shares of common stock outstanding of which ~~29,700,000~~7,833,333 was held by three shareholders.

There isare no pending or anticipated arrangements that may cause a change in control.

Item 13. Certain Relationships and Related Transactions, and Director ~~Independence.~~Independence

Our promoters are Mr. Cocks, our chairman, Chief ~~Executive Officer, Chief~~ Financial Officer and secretary, Mr. Day, our Chief Executive Officer, and President, and Mr. ~~Levine,~~McMillan, our ~~director.~~VP of Operations.

Our office and mailing address is ~~316 California Avenue,~~5655 Riggins Court, Suite ~~543,~~15, Reno, NV ~~89509.~~89502.

Our ~~sole officer~~officers and ~~director~~directors are required to commit time to our affairs and, accordingly, may have conflicts of interest in allocating management time among various business activities. In the course of other business activities, they may become aware of business opportunities that may be appropriate for presentation to us, as well as the other entities with which they are affiliated. As such, there may be conflicts of interest in determining to which entity a particular business opportunity should be presented.

In an effort to resolve such potential conflicts of interest, our officers and directors have orally agreed that any opportunities in the United States, that they are aware of independently or directly through their association with us (as opposed to disclosure to them of such business opportunities by management or consultants associated with other entities) would be presented by them solely to us.

On December ~~17, 2015,~~30, 2021, the Company issued 2,005,000 shares of the common stock to a private company of which Mr. Jeffrey Cocks is sole director of, 1,000,000 shares of the common stock to List Family Trust Dated May 26, 2004, which is managed by Mr. List, and 3,000,000 shares of the Common stock to Mr. Alan Day. These shares were issued at par value for a total cash consideration of $601.

On March 18, 2022, the Company and Messrs. Cocks, Day and List, entered into 3-year lock-up and vesting agreements (the “Lock-up Agreements”), which contemplate that the Director Shares will vest in equal annual installments over a 3-year term; during which term the directors agreed not to sell, directly or indirectly, or enter into any other transactions involving the Company’s common shares regardless if the shares have vested or not.

On May 19, 2021, we entered into an exploration lease with an option to purchase agreement with MSM Resource, L.L.C., (“MSM”) a Nevada limited liability Corporation on the Agai-Pah Property, consisting of 20 unpatented mining claims totaling 400 acres. Mr. Alan Day, the Company’s CEO, President, and director, is a managing member of MSM. During the years ended December 31, 2023 and 2022, the Company made $20,000 anniversary payments for each year for the Agai-Pah Property.

On June 4, 2021, we entered into an exploration lease with option to purchase agreement with Belshazzar Holdings, L.L.C., (“Belshazzar”) a Nevada limited liability Corporation on the Belshazzar Property, consisting of ten unpatented lode mining claims and seven unpatented placer mineral claims totaling 200 acres. Mr. Alan Day, the Company’s director, is a managing member of Belshazzar. During the years ended December 31, 2023 and 2022, the Company made $20,000 anniversary payments for each year for the Belshazzar Property.

On January 27, 2022, our wholly owned subsidiary, Nevada Canyon, ~~Gold Corporation,~~LLC, entered into a ~~Nevada corporation~~Royalty Purchase Agreement with Smooth Rock Ventures, LLC, a wholly-owned subsidiary of Smooth Rock Ventures Corp. (“~~NCG”~~Smooth Rock”), to acquire ~~all~~a 2% net smelter returns royalty on the Palmetto Project. Mr. Alan Day, the Company’s CEO, President, and director, is also a director and CEO of ~~NCG’s rights, titles and interests in and to an Exploration Agreement, dated September 15, 2015, with an Option to form~~Smooth Rock. The Company made a Joint Venture (the “Agreement”) with Walker River Resources Corp., a Canadian public company (TSX.V:WRR). To acquire full consideration for all rights in and to the Agreement we paid to NCG US$65,000, which consisted of an initial cash deposit payment of $25,000, a secondone-time cash payment of ~~$30,000~~$350,000, on February 7, 2022.

During the year ended December 31, 2022, the Company paid $20,000 in consulting fees to West Isle Ventures, a company wholly owned by Mr. Jeff Cocks, the Company’s director, CFO, and former CEO.

During the ~~balance~~year ended December 31, 2023, the Company paid $51,000 in mineral exploration consulting fees to Mineral Exploration Services, Ltd, a company wholly owned by Mr. Alan Day, the Company’s CEO, President, and director.

Aside from the transactions noted above and in Item 11 of ~~$10,000 that~~this Annual Report on Form 10-K, we ~~paid through the issuance of 1,000,000 of our restricted common shares at a price of $0.01 per common share.~~

~~For further information on the Agreement and the Lapon Canyon Property please refer to our discussion under the “~~~~Lapon Canyon Gold Project~~~~” section.~~

~~There have been~~had no other related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.

With regard to any future related party transaction, we plan to fully disclose any and all related party transactions, including, but not limited to, the following:

During the last two fiscal years, the Company’s independent auditors have billed for their services as set forth below. In addition, fees and services related to the audit of the financial statements of the Company for the years ended December 31, 2016, as contained in this Report, are estimated and included for the fiscal year ended December 31, 2016.below:

Our ~~Director pre-approves~~directors pre-approve all services provided by our auditors. Prior to the engagement of our auditor, for any non-audit or non-audit related services, our ~~Director~~directors must conclude that such services are compatible with the independence of our auditors.

The following exhibits are filed as part of this Annual ~~Repot~~Report on Form 10-K, pursuant to Item 601 of Regulation S-K.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

In accordance with the Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Common Stock, $0.0001 par value per share		None
(Title of Each Class)		(Name of Each Exchange on Which Registered)

Large accelerated filer ~~[ ]~~☐	Accelerated filer ~~[ ]~~☐
Non-accelerated filer ~~[ ]~~ ☐	Smaller reporting company ~~[X]~~☒
		~~(Do not check if smaller reporting company)~~	Emerging growth company ☐

PART I
Item 1. Description of Business.	21
Item 1A. Risk Factors.	617
Item 1B. Unresolved Staff Comments.	2434
Item 1C. Cybersecurity.	34
Item 2. Properties.	2434
Item 3. Legal Proceedings.	2434
Item 4. Mine Safety Disclosures.	2434
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	2435
Item 6. Selected Financial Data.	2535
Item 7. Management’s Discussion and Analysis of Financial Conditions and Results of Operations.	2536
Results of Operations	2536
Off-Balance Sheet Arrangements	2839
Recent Accounting Pronouncements	2839
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.	2839
Item 8. Financial Statements and Supplementary Data.	2840
Financial Statements	2940
Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets	~~F-2~~F-4
Statements of Operations	~~F-3~~F-5
Statement of Stockholders’ Equity ~~(Deficit)~~	~~F-4~~F-6
Statements of Cash Flow	~~F-5~~F-7
Notes to the Financial Statements	~~F-6~~F-8
Item 9. Controls and Procedures.	3041
Item 9B. Other Information.	3142
PART III
Item 10. Directors, Executive Officers and Corporate Governance.	3142
Item 11. Executive Compensation	3446
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	3547
Item 13. Certain Relationships and Related Transactions, and Director Independence.	3548
Item 14. Principal Accountant Fees and Services.	3649
PART IV
Item 15. Exhibits, Financial Statement Schedules.	3750
CERTIFICATION PURSUANT TO SECTION 302 (a) OF THE SARBANES-OXLEY ACT OF 2002
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ENACTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Property	Type	Location	Size in acres

Exploration Projects
Lazy Claims Property⁽¹⁾	Exploration lease	Section 20, T.7N, R.32E MDM in Mineral County, Nevada		60

Loman Property	100% owned	Sections 20-23 & 26-29 T.7N, R.32E MDM in Mineral County, Nevada		600

Agai-Pah Property	Exploration lease	Sections 2-3 & 10-11, T.10N, R.30E MDM in Mineral County, Nevada		400

Swales Property	Exploration lease	Section 16, T.35N, R.53E., MDM in Elko County, Nevada.		800

Belshazzar Property	Exploration lease	Sections 17&18, T.7N, R.4E MDM in Boise, Idaho		200

Sub-total Exploration Projects				2,060

Royalty Interests
Palmetto Project	2% NSR royalty	Sections 7-9 & 17-21, T1S, R34E., MDM in Esmeralda County		2,217

Olinghouse Project	1% NSR royalty	Sections 2, 3, 9-11, 14-23 & 27-32 T.21N., R.22 & 23E., MDM, in Washoe County		6,000

Sub-total Royalty Interests				8,217

Total size of all mineral property interests				10,277

	Gold
	($/ounce)
Calendar Year	High		Low
2012 - 2013	$	1,792	$	1,192
2014 - 2015	$	1,385	$	1,049
2016 - 2017	$	1,366	$	1,077
2018 - 2019	$	1,355	$	1,178
2019 - 2020	$	1,536	$	1,287
2020 - 2021	$	2,067	$	1,472
2021 - 2022	$	2,039	$	1,629
2022 - 2023	$	2,078	$	1,809

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

	●	Certified gold reference standards, blanks and duplicates will be inserted at the core processing site as part of the QA/QC program in addition to the control samples inserted by the lab.
	●	Samples will be prepared and analyzed by a reputable laboratory in the state of Nevada.
	●	Samples analyzed for gold will use Fire Assay-AA techniques, with samples returning over 10 g/t gold analyzed using Fire Assay-Gravimetric methods.
	●	Selected samples will be also analyzed with a standard 1 kg metallic screen fire assay.

	●	~~pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;~~
	●	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and/or our directors; and

	●	~~have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;~~

	●	~~provide an auditor attestation with respect to management’s report on the effectiveness of our internal controls over financial reporting;~~

	●	comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

	●	~~submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;" and~~

	●	disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive’s compensation to median employee compensation.

	●	~~regular and unexpected maintenance and replacement expenditures;~~
	●	~~shutdowns due to the breakdown or failure of our equipment;~~
	●	~~labor disputes;~~
	●	~~the presence of hazardous materials on our planned project sites;~~
	●	~~catastrophic events such as fires, explosions, earthquakes, landslides, floods, releases of hazardous materials, severe storms or similar occurrences affecting our proposed exploration activities; and~~
	●	~~unforeseen results and problems inherent in mining and exploration activities.~~

	●	~~unanticipated cost increases;~~
	●	~~shortages and inconsistent qualities of equipment, material and labor;~~
	●	~~work stoppages;~~
	●	~~inability to obtain permits and other regulatory matters; and~~
	●	~~failure by key suppliers, component manufacturers and vendors to timely and properly perform.~~

	●	~~drilling, exploration and completion costs for the Lapon Canyon Project increase beyond our joint venture’s partner’s expectations; or~~

	●	~~it encounters greater costs associated with general and administrative expenses or other costs.~~

	●	The existence or geographic extent of the royalty interests;
	●	The methods for calculating royalties;
	●	Third party claims to the same royalty interest or to the property on which a royalty interest exists, or the existence of additional royalties on the same property;
	●	Various rights of the operator or third parties in or to a royalty interest;
	●	Production and other thresholds and caps applicable to payments of royalty interests;
	●	The obligation of an operator to make payments on royalty interests;
	●	Various defects or ambiguities in the agreement governing a royalty interest; and
	●	Disputes over the interpretation of buy-back rights.

	●	sales by central banks and other holders, speculators, and producers of gold and other metals in response to any of the below factors;
	●	the relative strength of the U.S. dollar and certain other currencies;
	●	interest rates;
	●	global or regional political, financial, or economic conditions;
	●	supply and demand for jewelry and industrial products containing metals; and
	●	expectations with respect to the rate of inflation.

	●	~~the identification of potential silver and/or gold mineralization based on evaluation of the host rock, alteration, structure, geochemistry and proper sampling;~~
	●	~~availability of government-granted operation permits;~~
	●	~~the quality of our management and our geological and technical expertise; and~~
	●	~~the capital available for exploration.~~

	●	~~anticipated tonnage, grades and metallurgical characteristics of the material to be mined and processed;~~
	●	~~anticipated recovery rates of gold and other metals from the material;~~
	●	~~cash operating costs of comparable facilities and equipment; and~~
	●	~~anticipated climatic conditions and availability of water.~~

	●	~~the timing and cost, which can be considerable, of the construction of mining and processing facilities and related infrastructure;~~
	●	~~the availability and cost of skilled labor, mining equipment and principal supplies needed for operations, including explosives, fuels, chemical reagents, water, power, equipment parts and lubricants;~~
	●	~~the availability and cost of appropriate smelting and refining arrangements;~~
	●	~~the need to obtain necessary environmental and other governmental approvals and permits and the timing of the receipt of those approvals and permits;~~
	●	~~the availability of funds to finance construction and development activities;~~
	●	~~industrial accidents;~~
	●	~~mine failures, shaft failures or equipment failures;~~
	●	~~natural phenomena such as inclement weather conditions, floods, droughts, rock slides and seismic activity;~~
	●	~~unusual or unexpected geological and metallurgic conditions;~~
	●	~~exchange rate and commodity price fluctuations;~~
	●	~~high rates of inflation;~~
	●	~~potential opposition from non-governmental organizations, environmental groups or local groups, which may delay or prevent development activities; and~~
	●	~~restrictions or regulations imposed by governmental or regulatory authorities.~~

	●	Limited trading volume in the Common Stock;
	●	Quarterly variations in operating results;
	●	Involvement in litigation;
	●	General financial market conditions;
	●	The prices of gold and other precious metals;
	●	Announcements by us of, for example, disappointing results of exploratory drilling, the incurrence of environmental liabilities or other material developments;
	●	Announcements of material developments by our competitors;
	●	Our ability to raise additional funds;
	●	Changes in government regulations; and
	●	Other material events.

	~~(i)~~	~~any market for our shares will develop;~~
	~~(ii)~~	~~the prices at which our common stock will trade; or~~
	~~(iii)~~	the extent to which investor interest in us will lead to the development of an active, liquid trading market. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.

	●	~~the basis on which the broker or dealer made the suitability determination, and~~

	●	~~that the broker or dealer received a signed, written agreement from the investor prior to the transaction.~~

	●	~~control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer;~~

	●	~~manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;~~

	●	~~“Boiler room” practices involving high pressure sales tactics and unrealistic price projections by sales persons;~~

	●	~~excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and~~

	●	wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

High & Low Bids
Period ended	High		Low		Source
December 31, 2016	$	0.15	$	0.10	OTC Markets Group Inc.
September 30, 2016	$	0.15	$	0.08	OTC Markets Group Inc.
June 30, 2016	$	0.15	$	0.065	OTC Markets Group Inc.
March 31, 2016*	$	0.25	$	0.01	OTC Markets Group Inc.
December 31, 2015*	$	0.10	$	0.10	OTC Markets Group Inc.
September 30, 2015*	$	0.10	$	0.10	OTC Markets Group Inc.
June 30, 2015*		n/a		n/a	OTC Markets Group Inc.
March 31, 2015*		n/a		n/a	OTC Markets Group Inc.


	Years ended December 31,						Changes between
	2016			2015			the periods

Revenue	$	-		$	4,000		$	(4,000	)
Operating expenses
Exploration expenses		185,945			25,579			160,366
General and administrative expenses		64,788			14,110			50,678
Professional fees		34,684			32,339			2,345
Transfer agent and filing fees		12,011			18,582			(6,571	)
Total operating expenses		(297,428	)		(90,610	)		(206,818	)
Other items
Interest expense		(2,918	)		(425	)		2,493
Recapture of interest		2,837			-			2,837
Net and comprehensive loss	$	(297,509	)	$	(87,035	)	$	210,474

	Years ended December 31,						Changes between
	2023			2022			the periods
Operating expenses
Consulting fees	$	424,201		$	50,726		$	373,475
Director and officer compensation		1,571,805			988,471			583,334
Exploration		72,523			20,758			51,765
General and administrative		463,872			114,201			349,671
Professional fees		126,277			99,249			27,028
Transfer agent and filing fees		16,747			14,521			2,226
Total operating expenses		2,675,425			1,287,926			1,387,499
Other income (expense)
Interest expense		-			(10,812	)		(10,812	)
Amortization of debt discount		-			(719,462	)		(719,462	)
Fair value gain (loss) on equity investments		(100,700	)		241,513			(342,213	)
Realized gain on equity investments		-			211,530			(211,530	)
Foreign exchange gain (loss)		7			(978	)		(985	)
Interest income		121,168			10,080			111,088
Total other income (expense)		20,475		$	(268,129	)	$	(288,604	)
Net loss	$	(2,654,950	)	$	(1,556,055	)	$	1,098,895

	●	Our exploration expenses increased by $160,366 or 627%, to $185,945 for the year ended December 31, 2016. The increase was due to the exploration expenses associated with the Exploration Program we were required to carry out in order to earn a 50% interest in a joint venture with WRR.

	●	~~General and administrative expenses increased by $50,678, or 359%, to $64,788 for the year ended December 31, 2016,~~2023, as compared with $14,110 for the year ended December 31, 2015. The increase was primarily attributable to an increase in travel and entertainment expenses, investor relation activities and consulting fees. In addition, general and administrative expenses included the fair value of 800,000 common shares we issued to Nevada Canyon Gold Corporation (“NCG”) which were valued at $8,000. The shares were issued to purchase the intangible assets of NCG which included its corporate name, domain name and all related content.

	●	Professional fees increased by $2,345, or 7%, to $34,684 for the year ended December 31, 2016, compared with $32,339 for the year ended December 31, 2015. The change was associated with increased overall business activity.

	●	Transfer agent and filing fees decreased by $6,571, or 35%, to $12,011 for the year ended December 31, 2016, compared with $18,582 for the year ended December 31, 2015. The decrease was primarily attributable to the reduction in transfer agent fees that were previously incurred in engaging the Company’s transfer agent.

Working capital	December 31, 2016			December 31, 2015			December 31, 2023		December 31, 2022

Current assets	$	66,797		$	39,937		$	10,285,426	$	1,011,847
Current liabilities		106,200			164,831			1,306,307		1,321,994
Working capital deficit	$	(39,403	)	$	(124,894	)
Working capital (deficit)							$	8,979,119	$	(310,147	)

	Year Ended December 31,
	2023			2022
Cash flows used in operating activities	$	(1,145,448	)	$	(430,504	)
Cash flows provided by/(used in) investing activities		(60,000	)		164,656
Cash flows provided by/(used in) financing activities		9,942,822			(147,020	)
Effects of foreign currency exchange on cash		-			(978	)
Net increase/(decrease) in cash during the year	$	8,737,374		$	(413,846	)

	Year Ended December 31,
	2016			2015
Cash flows used in operating activities	$	(296,732	)	$	(96,073	)
Cash flows used in investing activities		-			(55,000	)
Cash flows provided by financing activities		309,494			108,500
Net increase (decrease) in cash during the period	$	12,762		$	(42,573	)

		PAGE

Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID: 444)		F-1

Report of Independent Registered Public Accounting Firm (PCAOB ID: 1173)	F-2

Consolidated Balance Sheets as of December 31, ~~2016~~2023 and ~~2015~~2022		~~F-2~~F-4

~~Statement~~Consolidated Statements of Operations for the years ended December 31, ~~2016~~2023 and ~~2015~~2022		~~F-3~~F-5

Consolidated Statement of Stockholders’ Equity for the ~~year~~years ended December 31, ~~2016~~2023 and 2022		~~F-4~~F-6

Consolidated Statements of Cash Flows for the years ended December 31, ~~2016~~2023 and ~~2015~~2022		~~F-5~~F-7

Notes to the Consolidated Financial Statements		~~F-6~~F-8

Critical Audit Matter	How the Matter was Addressed in the Audit
*Assessment of Mineral property interests for potential impairment indicators*	The primary procedures we performed to address this critical audit matter included:

As described in Note 2 to the financial statements, management reviews and evaluates the net carrying value of mineral property interests for impairment upon the occurrence of events or changes in circumstances that indicate that the related carrying amounts may not be recoverable. If deemed necessary based on this review and evaluation, management performs a test for impairment.	●	Evaluation of the Company’s identification of significant events or changes in circumstances that have occurred indicating the underlying mineral property interests may not be recoverable by performing an independent assessment.

In its review and evaluation, management determined that there were no indicators that the carrying amount of mineral property interests, which has a carrying value of $720,395 as of December 31, 2022, may not be recoverable.	●	Discussion with management of future business plans for the mineral property interests

We identified the assessment of unproved mineral properties for potential impairment indicators as a critical audit matter due to the materiality of the balance, the high degree of auditor judgment and an increased level of effort when performing audit procedures to evaluate the reasonableness of management’s assumptions in determining whether indicators of impairment are present.	●	Ensuring key assumptions were consistent with evidence obtained in other areas of the audit.


	December 31, 2023			December 31, 2022

ASSETS
Current Assets
Cash and cash equivalents	$	9,744,392		$	1,007,018
Prepaid expenses		541,034			4,829
Total Current Assets		10,285,426			1,011,847

Investment in equity security		56,105			156,805
Mineral property interests		780,395			720,395
TOTAL ASSETS	$	11,121,926		$	1,889,047

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	846,307		$	844,963
Related party payables		460,000			477,031
Total Liabilities		1,306,307			1,321,994

Commitments and Contingencies (Note 4)		-			-

Stockholders’ Equity
Preferred Stock: Authorized 10,000,000 preferred shares, $0.0001 par, none issued and outstanding as of December 31, 2023 and 2022		-			-
Common Stock: Authorized 100,000,000 common shares, $0.0001 par, 25,240,051 and 11,077,394 issued and outstanding as of December 31, 2023 and 2022, respectively		2,523			1,107
Additional paid-in capital		14,957,547			3,073,447
Obligation to issue shares		18,000			-
Accumulated deficit		(5,162,451	)		(2,507,501	)
Total Stockholders’ Equity (Deficit)		9,815,619			567,053
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	11,121,926		$	1,889,047

	For the year ended December 31,
	2016			2015

Revenue	$	-		$	4,000

Operating expenses
Exploration expenses		185,945			25,579
General and administrative expenses		64,788			14,110
Professional fees		34,684			32,339
Transfer agent and filing fees		12,011			18,582
		(297,428	)		(90,610	)

Other items
Interest expense		(2,918	)		(425	)
Recapture of interest		2,837			-

Net and comprehensive loss	$	(297,509	)	$	(87,035	)

Net loss per common share - basic and diluted	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding
Basic and diluted		88,802,049			218,533,560

	2023			2022
	For the years ended December 31,
	2023			2022

Operating expenses
Consulting fees	$	424,201		$	50,726
Director and officer compensation		1,571,805			988,471
Exploration		72,523			20,758
General and administrative		463,872			114,201
Professional fees		126,277			99,249
Transfer agent and filing fees		16,747			14,521
Total operating expenses		2,675,425			1,287,926

Other income (expense)
Interest expense		-			(10,812	)
Amortization of debt discount		-			(719,462	)
Fair value gain (loss) on equity investments		(100,700	)		241,513
Realized gain on equity investments		-			211,530
Foreign exchange gain (loss)		7			(978	)
Interest income		121,168			10,080
Total other income (expense)		20,475			(268,129	)
Net loss	$	(2,654,950	)	$	(1,556,055	)

Net loss per common share - basic and diluted	$	(0.21	)	$	(0.51	)
Weighted average number of common shares outstanding:
Basic and diluted		12,589,698			3,034,022

												Total
	Common Stock						Additional		Accumulated			Stockholders’
	Shares			Amount			Paid-In Capital		Deficit			Equity
Balance, December 31, 2014		218,150,000		$	21,815		$	61,785	$	(69,959	)	$	13,641
Common stock issued for cash		350,000			35			3,465		-			3,500
Common stock issued for mineral property interest		1,000,000			100			9,900		-			10,000
Net loss for the year		-			-			-		(87,035	)		(87,035	)
Balance, December 31, 2015		219,500,000			21,950			75,150		(156,994	)		(59,894	)
Common stock issued for corporate name		800,000			80			7,920		-			8,000
Common stock retired		(180,000,000	)		(18,000	)		-		18,000			-
Common stock issued for cash		3,750,000			375			374,625		-			375,000
Net loss for the year		-			-			-		(297,509	)		(297,509	)
Balance, December 31, 2016		44,050,000		$	4,405		$	457,695	$	(436,503	)	$	25,597


	Common Stock				Obligation		Additional Paid-in			Accumulated			Total Stockholders’
	Shares		Amount		to Issue Shares		Capital			Deficit			Equity

Balance, December 31, 2021		8,685,093	$	868	$	-	$	1,190,522		$	(951,446	)	$	239,944

Shares issued on conversion of convertible notes		2,392,301		239		-		894,454			-			894,693
Stock-based compensation - directors and CEO		-		-		-		988,471			-			988,471
Net loss for the year ended December 31, 2022		-		-		-		-			(1,556,055	)		(1,556,055	)
Balance, December 31, 2022		11,077,394		1,107		-		3,073,447			(2,507,501	)		567,053

Shares and warrants issued for cash		12,499,343		1,250		-		9,998,225			-			9,999,475
Shares issued on exercise of warrants		274,425		27		-		329,283			-			329,310
Shares to be issued on exercise of warrants		-		-		18,000		-			-			18,000
Share issuance costs		-		-		-		(403,963	)		-			(403,963	)
Stock-based compensation - consultants		555,556		56		-		388,834			-			388,890
Stock-based compensation - officer		833,333		83		-		583,250			-			583,333
Stock-based compensation - directors and CEO		-		-		-		988,471			-			988,471
Net loss for the year ended December 31, 2023		-		-		-		-			(2,654,950	)		(2,654,950	)
Balance, December 31, 2023		25,240,051	$	2,523	$	18,000	$	14,957,547		$	(5,162,451	)	$	9,815,619