UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) December 27, 2021
NEVADA CANYON GOLD CORP.
(Exact Name of Registrant as Specified in its Charter)
| Nevada | | 000-55600 | | 46-5152859 |
(State or other jurisdiction of incorporation) | | (Commission File number) | | (IRS Employer Identification No.) |
316 California Ave., Suite 543, Reno, NV 89509
(Address of principal executive offices) (zip code)
Registrant’s telephone number, including area code (888) 909-5548
(Former name or former address, if changed since last report.)
Copies to:
Janus Capital Law Group
Attn.: Deron Colby, Esq.
22 Executive Park, Suite 250
Irvine, California 92614
Phone: (949) 633-8965
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(g) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.0001 par value | | NGLD | | OTC Markets (Pinks) |
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Exploration Lease with Option to Purchase Agreement
On December 27, 2021, Nevada Canyon Gold Corp. (“NCG”) entered into Exploration Lease with Option to Purchase Agreement (the “Agreement”) with W. Wright Parks III (WWP) on the Swales Property, consisting of 40 unpatented lode mining claims totaling 800 acres, within Swales Mountain Mining District in Elko County, Nevada (the “Property”).
The term of the Agreement commences on December 27, 2021, and continues for ten (10) years, subject to NCG’s right to extend the Agreement for two (2) additional terms of ten (10) years each, and subject to NCG’s option to purchase the Property.
Full consideration of the Agreement consists of the following: i.) an initial cash payment of $20,000 to be paid within 90 days from the execution of the 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 Agreement remains in effect. NCG has the exclusive option and right to acquire 100% ownership of the Property (the “Purchase Option”). To exercise the Purchase Option, NCG will be required to pay Seven Hundred and Fifty Thousand Dollars ($750,000) (the “Purchase Price”). The Purchase Price can be paid in either cash and/or equity of NCG, or a combination thereof, at the election of WWP. The annual payments paid by NCG to WWP, shall not be applied or credited against the Purchase Price.
A copy of the Exploration Lease with Option to Purchase Agreement dated December 27, 2021, is attached as Exhibit 10.11 hereto.
ITEM 7.0 REGULATION FD DISCLOSURE
On December 28, 2021, the Company issued a news release announcing it had entered into an Exploration Lease with Option to Purchase Agreement on the Swales Property, located in Elko County, Nevada, further described in Item 1.01 of this Form 8-K. A copy of the news release is attached as Exhibit 99.1 hereto.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| NEVADA CANYON GOLD CORP. | |
| | | |
| By: | /s/ Jeffrey Cocks | |
| | Jeffrey Cocks | |
| | President and Chief Executive Officer | |
| | | |
| Date: | December 28, 2021 | |
