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table of contents
CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS
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.
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PART I
Item 1. Description of Business
Organization
We were incorporated under the laws of the State of Nevada on February 27, 2014, with fiscal year end on December 31, under the original name Tech Foundry Ventures, Inc. On July 6, 2016, we changed our name to Nevada Canyon Gold Corp. On April 28, 2016, we split our common stock on a 10:1 basis without affecting the par value. On August 27, 2020, our Board of Directors approved a 1:10 reverse split of our common stock (the “Reverse Stock Split”), which became effective upon approval by the Financial Industry Regulatory Authority (“FINRA”), which was received on October 28, 2020. All shares and per share amounts have been retroactively restated to account for the Reverse Stock Split.
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. In December 2015, we changed our business to mineral exploration, when we acquired Nevada Canyon Gold Corporation, a privately held Nevada corporation. On December 15, 2021, we incorporated two subsidiaries, Nevada Canyon LLC and Canyon Carbon LLC. Both subsidiaries were incorporated under the laws of the state of Nevada.
Our principal business, executive, and registered statutory office is located at 316 California Avenue, Suite 543, Reno, NV 89509 and our telephone number is (888) 909-5548, fax is (888) 909-1033 and email contact is info@nevadacanyongold.com. Our website address is www.nevadacanyongold.com.
Continued Uncertainty due to Global Outbreak of COVID-19
In March of 2020, the World Health Organization declared an outbreak of COVID-19 Global pandemic. The COVID-19 has impacted vast array of businesses through the restrictions put in place by most governments internationally, including the USA federal government as well as provincial and municipal governments, regarding travel, business operations and isolation/quarantine orders. At this time, it is unknown to what extent the impact of the COVID-19 outbreak may have on the Company as this will depend on future developments that are highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate geographic spread of the disease, and the duration of the outbreak, including the duration of travel restrictions, business closures or disruptions, and quarantine/isolation measures that are currently, or may be put, in place world-wide to fight the virus. While the extent of the impact is unknown, the COVID-19 outbreak may hinder the Company’s ability to raise financing for exploration or operating costs due to uncertain capital markets, supply chain disruptions, increased government regulations and other unanticipated factors, all of which may also negatively impact the Company’s business and financial condition.
Business
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.
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Lazy Claims Property
On August 2, 2017, we entered into an exploration lease agreement (the “Lazy Claims Agreement”) with Tarsis Resources US Inc. (“Tarsis”), a Nevada corporation, to lease rights to three Lazy claims totaling 60 acres (the “Lazy Claims”). The term of the Lazy Claims Agreement is ten years and is subject to extension for an additional two consecutive 10-year terms. Full consideration of the Lazy Claims Agreement consists of the following: an initial cash payment of $1,000 to Tarsis, which we paid upon the execution of the Lazy Claims Agreement, with $2,000 payable to Tarsis on each subsequent anniversary of the effective date. We agreed to pay Tarsis a 2% production royalty (the “Lazy Claims Royalty”) based on the gross returns from the production and sale of minerals from the Lazy Claims Property. Should the Lazy Claims Royalty payments to Tarsis be in excess of $2,000 per year, we will not be required to pay a $2,000 annual minimum payment. As of the date of this Annual Report on Form 10-K, we retain our leasing rights to the Lazy Claims.
Location and means of access
The Lazy Claims consist of three claims (60 acres) and are located within the Walker Lane shear zone, a 60-mile-wide structural corridor extending in a southeast direction from Reno, Nevada. The Project is located in Mineral County, Nevada, with year-round access and established infrastructure, 18 miles southeast of Hawthorne, NV via U.S. Highway 95.
Geology
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.
Mineralization
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.
Exploration history
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. Below is a summary of previous exploration of identified mineralized areas within the properties.
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Lazy Man Mine
The main structure that the mine workings explore has an N35oW trend and dips about 60o 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.
Exploration program
We plan to continue our exploration program once the uncertainty and the restrictions associated with COVID-19 pandemic are resolved. 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 continued restrictions associated with COVID-19 pandemic, the phase was put on hold and the Company plans to resume it when economically and logistically feasible. Once completed, Phase I program will provide accurate modern data to assist in the planning of the Phase II drill program.
Loman Property
In December 2019 we acquired 27 unpatented mining claims for a total of $10,395 from a third-party (the “Loman Property”). Due to certain regulatory restrictions associated with COVID-19 pandemic, the Company was 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 the Company’s name in the fourth quarter of the fiscal 2021.
Location and means of access
The Loman Property is located in Mineral County, Nevada, within the Walker Lane shear zone, a 60-mile-wide structural corridor extending in a southeast direction from Reno, Nevada, located 20 miles southeast of Hawthorne, 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.
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Exploration program
We plan to continue our exploration program once the uncertainty and the restrictions associated with COVID-19 pandemic are resolved. 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 continued restrictions associated with COVID-19 pandemic, Phase I was put on hold and the Company plans to resume it when economically and logistically feasible.
Agai-Pah Property
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”).
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.
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 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. We made the initial cash payment of $20,000 on November 6, 2021, pursuant to a verbal extension granted to the Company by MSM.
Location and means of access
The Agai-Pah Property consists of 20 unpatented mining claims with a combined area of 162 hectares (400 acres). The Property is located 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.
Geology and Mineralization
The 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 are found within clay altered shears, quartz veins and hornfeslic scarns. In the west central portion of the property, a quartz vein is exposed within a small open pit which exhibits visible chlorargyrite (AgCl) with assay values to 1.76% silver.
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Exploration history
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 provide 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.
Exploration program
We are planning an initial exploration program once the uncertainty and the restrictions associated with COVID-19 pandemic are resolved. Phase I of the exploration program on the Agai-Pah Property, will consist of reconnaissance prospecting, geological mapping, surface trenching, and relocating historical workings. Completion of the Phase I program is scheduled for later in 2022. 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.
Belshazzar Property
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., (“BH”) a Nevada limited liability Corporation on the Belshazzar Property, consisting of ten unpatented lode mining claims and seven unpatented placer mineral claim totaling 200 acres (the “Belshazzar Property”).
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 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 BH. 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. We made the initial cash payment of $20,000 on November 6, 2021, pursuant to a verbal extension granted to the Company by BH.
Location and means of access
The Belshazzar Property consists of 10 unpatented mineral claims and 7 placer mineral claims in a combined area of approximately 200 acres situated along the upper reaches of Fall Creek within the Quartzburg mining district. 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).
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Geology and Mineralization
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 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.
Exploration history
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 remark ably 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
Exploration program
We are planning an initial exploration program once the uncertainty and the restrictions associated with COVID-19 pandemic are resolved. Phase I of the exploration program on the Belshazzar Property, will consist of reconnaissance prospecting, geological mapping, surface trenching, and relocating historical workings. Completion of the Phase I program is scheduled for later in 2022. Once completed, the Phase I program will provide accurate modern data to assist in the planning of the Phase II drilling program.
Swales Property
On December 27, 2021, we entered into an exploration lease with option to purchase agreement (the “Swales Property Agreement”) with Mr. W. Wright Parks III., (“Mr. Parks”) on the Swales Property, consisting of 40 unpatented lode mining claims totaling 800 acres (the “Swales Property”).
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The term of the Agreement commenced on December 27, 2021, and continues for ten years, subject to the Company’s right to extend the Swales Property Agreement for two additional terms of ten years each, and subject to the Company’s option to purchase the Swales Property.
Full consideration of the Swales Property Agreement consists of the following: (i) an initial cash payment of $20,000 to be paid within 90 days from the execution of the 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 subsequent to December 31, 2021.
Location and means of access
The Swales Property consists of 40 unpatented mining claims with a combined area of 800 acres. 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 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. 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 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 highest-grade gold districts of Nevada.
Geology and Mineralization
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.
Exploration history
The Swales Property contains numerous historical workings consisting of prospects pits that dig along structures found throughout the 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 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 highest-grade gold districts of Nevada.
Exploration program
We are planning an initial exploration program once the uncertainty and the restrictions associated with COVID-19 pandemic are resolved. Phase I of the exploration program on the Swales Property, will consist of reconnaissance prospecting, geological mapping, surface trenching, and relocating historical workings. Completion of the Phase I program is scheduled for later in 2022. 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
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Olinghouse Project
On December 17, 2021, our wholly-owned subsidiary, Nevada Canyon, LLC, entered into an Option to Purchase Agreement (the “Olinghouse Agreement”) with Target Minerals, Inc (“Target”), to acquire 100% interest of Target’s 1% production royalty on the Olinghouse Project.
The Company has the exclusive right and option (the “Olinghouse Purchase Option”), exercisable at any time during the Olinghouse Option Period, as further defined below, at its sole discretion, to acquire 100% of a 1% production royalty from the net smelter returns on all minerals and products produced from certain properties comprising the Olinghouse Project.
The term of the Olinghouse Purchase Option shall be the later of one year, or 60 days after the date on which the Company delivers to Target a written notice to exercise the Olinghouse Purchase Option, subject to further extension if Target’s conditions to closing are not fully satisfied or otherwise waived by the Company. Full consideration of the Olinghouse Agreement consists of the following: (i) an initial cash option payment of $200,000 payable upon execution of the Agreement, which 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:
| ● | 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. |
Location and means of access
The Olinghouse Project is located approximately 30 miles east of Reno, Nevada in the Olinghouse mining district. The project has excellent year round access via state roads with existing infrastructures in place.
Exploration history
The Olinghouse property was operated by Alta Gold in the late 1990’s and had a Feasibility Study completed in 1997. The mine went into production in 1999, however, due to historically low gold prices combined with a substantial debt load, Alta Gold went bankrupt shortly thereafter, in late 2000.
| Classification | Ton (000’s) | Au/ton oz | Au oz | |||||||||
| Indicated 0.010 Au/ton cut-off | 18,244 | 0.0381 | 695,128 | |||||||||
| Total Au oz | 695,128 | |||||||||||
The historic geologic resource as outlined in the above table is from the 1997 Alta Gold Feasibility Study based on over 600 drill holes collared at 100 ft centers. The historic geologic resource contained 18,244,830 tons (695,128 ounces) of gold at an average grade of 0.0381 oz/ton gold at an 0.01 oz/ton cut-off. The Olinghouse Project has had no modern exploration since the Alta Gold bankruptcy in 2000. The historical mineralized resource is open at depth and along strike, with excellent potential to increase the historical mineralized resources.
Nevada Canyon considers this historical estimate to be reliable and relevant, however it is not treating this historic estimate as current compliant mineral resources.
The Olinghouse Project’s current owner is Lake Mountain Mining LLC (“LMM”), a private Nevada company. LMM is currently reviewing its financing plans for additional exploration, required permitting, economic studies and various capital expenditures towards a production re-start decision in the near future.
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Palmetto Project
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 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.
Location and means of access
The Palmetto Project, consists of 116 unpatented mining claims totaling 2,217 acres located in Esmeralda County, Nevada, within the southern portion of the Walker Lane gold trend.
Exploration history
The Palmetto Project’s owner, Smooth Rock Ventures Corp (“Smooth Rock”), engaged WSP Canada Inc. to complete a current 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.
The table below summarizes the pit constrained resource estimation at the 0.15 g/t gold cut-off and remaining underground resource estimation at the 2.0 g/t gold cut-off.
| Classification | Tonnes (000’s) | Au g/t | Ag g/t | Au oz. | Ag oz. | |||||||||||||||
| Inferred (Pit) | 9,397 | 0.93 | 6.38 | 281,581 | 1,926,652 | |||||||||||||||
| Inferred (U/G) | 170 | 2.76 | 17.51 | 11,114 | 95,926 | |||||||||||||||
| Total inferred | 9,567 | 0.96 | 6.58 | 296,695 | 2,022,578 | |||||||||||||||
The above mineral resource estimation was completed using NI 43-101 standards of practice and classified as an inferred resource.
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.
Exploration program
The 2022 drill program will focus on Smooth Rock’s interpreted geological model, based on the Smooth Rock’s compilation of all historical data from previous drilling and exploration programs. The information from the compilation and interpretation of the initial 2021 drill program will greatly aid in acceleration of drilling, geological mapping and understanding of the gold mineralization at the Palmetto Project. Drilling will target potential high-grade feeder chutes contained in deformation corridors, paralleling the main structural trends and explored other areas of the project outside of the inferred resource area.
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Competition
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.
Raw Materials
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.
Dependence on Customers
As a junior exploration company, we have no customers.
Trademarks and Patents
We have no intellectual property such as patents or trademarks and, other than the obligations under the exploration lease agreement with Tarsis Resources US Inc., no royalty agreements or labor contracts.
Need for Any Government Approval of Principal Products or Services
Our exploration activities on our exploration projects may require permits from the BLM and several other governmental agencies. We 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 if there is a delay in receiving these permits, our timetable and business plan for exploration of our exploration claims will be adversely affected. Furthermore, the mining business 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 Lazy Claims Property and on the Loman Property.
Research and Development
We have not spent any money on research and development activities.
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Employees
At the present time, we do not have any employees other than our sole officer who devotes his time as needed to our business and expects to continue devoting approximately 10 hours per week in 2022.
Legal Proceedings
We are not involved in any legal proceedings nor are we aware of any pending or threatened litigation against us. Neither our sole officer nor our directors are party to any legal proceeding or litigation. None of our directors or our sole officer has been convicted of a felony or misdemeanor relating to securities or performance in corporate office.
Item 1A. Risk Factors
We are subject to those financial risks generally associated with 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.
RISKS ASSOCIATED WITH OUR COMPANY AND 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 are a junior exploration company incorporated on February 27, 2014. We have a limited operating history upon which an evaluation of our future prospects can be made. As at December 31, 2021, we had a working capital deficit of $348,869, cash on hand of $1,420,864, and $951,446 in accumulated deficit. Our capital assets include an equity investment in common shares and warrants to acquire common shares of Walker River Resources Corp. (“WRR”), which we can use as a source of additional cash inflow, should we decide to sell all or part of our investment. These details must be considered in light of the substantial risks, expenses, and difficulties encountered by new entrants into the mining and mineral exploration industry. Our ability to achieve and maintain profitability and positive cash flow is highly dependent upon a number of factors. Based upon current plans, we expect to incur losses in future periods as we incur expenses associated with our operations and exploration programs. Further, we cannot guarantee that we will be successful in realizing future revenues or in achieving or sustaining positive cash flow at any time in the future. Any such failure could result in the possible closure of our business or force us to seek additional capital through loans or additional sales of our equity securities to continue business operations, which would dilute the value of any shares.
As a public company, we will have to comply with numerous financial reporting and legal requirements, including those pertaining to audits and internal control. The cost of these compliance requirements could be significant. If we are unable to satisfy the costs in the normal course of business and/or through the issuance of our shares, we may not be able to continue as a going concern.
There is substantial doubt about our ability to continue as a going concern.
There is substantial doubt as to whether we can continue as an ongoing business. Moreover, our officers may be unable or unwilling to loan or advance us any funds. See “Audited Financial Statements – Report of Independent Registered Public Accounting Firm”
We have incurred a net and comprehensive loss of $692,571 for the year ended December 31, 2021, of which $474,287 resulted from loss on fair value adjustment we recorded on our equity investment in WRR Shares and Warrants. Our future is dependent upon our ability to obtain financing, to continue gainfully sell shares of WRR, and upon future profitable operations. In addition to selling part of our equity investment in WRR we may 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.
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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, CEO, CFO, and director, and our new directors, Mr. Day and Mr. List. 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. Our management has been and continues to be expected 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.
We do not maintain key person life insurance on our officer and directors.
If we are unable to generate cash from our operations, we may sell our equity investment in WRR or obtain additional funding which may cause substantial dilution to our then existing shareholders.
As of December 31, 2021, we had $1,420,864 in cash on hand and $318,418 in equity investments. From April 2014 to December 31, 2021, our initial three shareholders have advanced us $44,232 to cover our working capital expenses. We have raised $85,000 in our initial public offering, $375,000 in private placement, $980,000 in convertible debentures, and $16,164 through non-interest-bearing advances payable on demand. If we are unable to develop our business or secure additional funds we will have no choice but to continue selling our equity investment in WRR, or our business would fail and our shares may be rendered worthless. To preserve our equity investment in WRR we may seek to obtain debt financing, which may result in substantial dilution to our then existing shareholders. There can also be no assurance that we will be able to successfully dispose of our equity investment in WRR to satisfy our operating needs. 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.
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, COVID-19 pandemic, 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.
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’ and Mr. Day’s competing businesses. 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. Messrs. Cocks, Day and List 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.
We cannot provide assurances that our efforts to eliminate the potential impact of conflicts of interest will be effective.
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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 effect 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:
| ● | 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 | |
| ● | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. |
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 three directors who each hold more than 10% of our common shares, and one of the directors 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 three directors, they have significant control over all corporate issues. We do not have an audit or compensation committee comprised of independent directors. Our three 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.
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We are a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
We are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior June 30h, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30th. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.
Our mineral claims have no known reserves.
The probability of a mining claim having the necessary quantity and quality of ore to result in a profitable mining operation is uncertain. Our claims, even with large investments by us, may never generate a profit.
We are dependent upon the successful exploration of our mining claims and the discovery of valuable mineralization on those claims for our success. Should we fail to locate economically extractable mineralization on our mineral claims, 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 estimates are imprecise and subject to error.
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 legal and regulatory changes are all factors that could lead to deviations from any original estimations. Our current mineral claims have no known ore reserves. Despite future investment in exploration activities, there is no guarantee we 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, we may have to limit our exploration efforts, which decrease the chances of finding a commercially viable ore body. Even if potentially promising mineralization is identified, we may not be able to put our claims 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 we may have to abandon our plans to pursue efforts to develop the claims.
Our future exploratory 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 we are unable to comply with current or future regulations, we may expose ourselves to fines, penalties and litigation that could cause our 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 our ability to carry on our 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 ability to operate and/or our profitably.
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We are 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 our 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. We may not be able to obtain insurance to cover these risks at economically reasonable premiums. We do not carry any sort of insurance and may have difficulties obtaining such once operations start as insurance is generally sparse and cost prohibitive.
Our financial performance depends on the successful operation of our exploration activities, which are subject to various operational risks.
There is no assurance we will be successful in our mining exploration activities. Our financial performance depends on the successful operation of our future exploration activities. 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:
| ● | 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. |
Any of these events could significantly increase the expenses incurred our planned and future exploration activities and could materially and adversely affect our business, financial condition, future results, and cash flow if any.
In addition, our exploration activities would be subject to substantial risks, including:
| ● | 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. |
As all our mineral claims are in the early-exploration stage, there can be no assurance that we will identify commercially viable qualities and quantities of mineralization on the claims.
Exploration for mineralization is subject to a number of risk factors. Few properties that are explored are ultimately developed into producing mines. Our mineral claims are in the early-exploration stage and are without any identified economically extractable mineralization. We may not establish commercially viable quantities and qualities of economically extractable mineralization on our mineral claims and, even if we do, there is no guarantee that we will be able to interest a third-party mining company to enter into a business arrangement, e.g., option to purchase arrangement with us, which could cause our business to fail.
Because we anticipate our operating expenses will increase prior to us earning revenues, we may never achieve profitability.
Prior to completion of the exploration stage, we anticipate incurring increased operating expenses without realizing any revenues, and therefore incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from the exploration of our mineral claims, we 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 we will prove successful, and we can provide no assurance that we will generate any revenues or ever achieve profitability. If we are unsuccessful in addressing these risks, our business will most likely fail.
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Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business.
The search for valuable mineralization involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. At the present time we do not have any coverage to insure against these hazards. The payment of such liabilities may have a material adverse effect on our financial position.
Our exploration activities will be adversely affected if our exploration costs are higher than anticipated.
If our exploration costs surpass our budgeted costs, we will not be able to carry out all of our planned exploration of the claims. Factors that could cause exploration costs 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.
We will be exploring our claims primarily for gold. 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 our control, including, but not limited to, the rate of inflation, the exchange rate of the dollar to other currencies, interest rates, and global economic and political conditions. Price fluctuations in the gold market from the time exploration is undertaken and the time production can commence can significantly affect the profitability of a mine. Accordingly, we 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 decline in the gold market, generally, may force us to curtail or cease our operations.
The costs of compliance with environmental laws and 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.
We are required to comply with numerous federal, state and local statutory and regulatory environmental standards and to maintain numerous environmental permits and governmental approvals required for construction and/or operation. Some of the environmental permits and governmental approvals that may be issued to us may contain conditions and restrictions, including restrictions or limits on emissions and discharges of pollutants and contaminants, or may have limited terms. If we fail to satisfy these conditions or comply with these restrictions, or with any statutory or regulatory environmental standards, we may become subject to regulatory enforcement action and the operation of the projects could be adversely affected or be subject to fines, penalties or additional costs. In addition, we 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.
Our operations are subject to permitting requirements which could require us to delay, suspend or terminate our operations on our exploration claims.
Our exploration activities on our claims may require permits from the BLM and several other governmental agencies. We 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 if there is a delay in receiving these permits, our timetable and business plan for exploration of our exploration claims will be adversely affected.
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Our exploration activities may not be commercially successful, which could lead us to abandon our plans to seek a mining production company to develop or purchase our exploration claims, and thereby lose the investment we made in our exploration claims.
Our long-term success depends on our ability to identify commercially viable and mineable mineralization deposits on our exploration claims that we can then, using our 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:
| ● | 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. |
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. We may invest significant capital and resources in exploration activities and abandon such investments if we are unable to identify commercially exploitable mineral deposits. The decision to abandon our mineral claims may have an adverse effect on the market value of our securities and our ability to raise future financing. We cannot assure you that we will discover or acquire any mineralized material in sufficient quantities on the Property to justify commercial operations, or that we will be able to find a mining operator who is willing and able to enter into a business venture with us.
A shortage of critical equipment, supplies, and resources could adversely affect our exploration activities.
We are dependent on the availability of certain equipment, supplies, and resources for us 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 on our mineral claims may not be indicative of the potential for future development.
Our mineral claims are not in commercial production, and, since acquiring our interests, we have never recorded any revenues from commercial production on the claims. The fact that there were limited historical mining operations in the mining district surrounding the mineral claims should not be relied upon as an indication that we will ever find commercially mineable quantities and qualities of extractable mineralization on our claims or have future successful commercial operations on our mineral claims. In fact, based on the reviewed information available to us, none of the historical mining operations were successful.
If the development of one or more claims included in our claims portfolio 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 mining claims is found to be economically feasible, and we are 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 and related infrastructure. As a result, the project will be subject to all of the risks associated with establishing new mining operations, including:
| ● | 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. |
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The costs, timing, and complexities of developing the joint venture projects may be greater than anticipated. Cost estimates may increase significantly as more detailed engineering work is completed on a project. It is common in mining operations to experience unexpected costs, problems and delays during construction, development and mine start-up. We cannot provide assurance that activities will result in profitable mining operations at the mineral claim, or that we will derive financial benefits from such operations. Any one or more of the events identified above could have a material adverse effect on any revenues we may anticipate receiving from our mineral claims.
Our operations involve significant risks and hazards inherent to the mining industry.
Our exploration operations may 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 on our mineral claims, severe damage to and destruction of our property, plant and equipment and mineral claims, and contamination of, or damage to, the environment can result in the suspension of our exploration activities and any future development and production activities. While the Company aims to maintain best safety practices as part of our culture, safety measures implemented by us may not be successful in preventing or mitigating future accidents.
In addition, from time to time we may be subject to governmental investigations and claims and litigation filed on behalf of persons who are harmed while working on our mineral claims or otherwise in connection with our operations. To the extent that we are subject to personal injury or other claims or lawsuits in the future, it may not be possible to predict the ultimate outcome 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 us could result in the closing of certain of our mining operations. If claims and lawsuits or governmental investigations or proceedings are ultimately resolved against us, they could have a material adverse effect on our financial performance, financial position and results of operations. Also, if we conduct mining operations on property without the appropriate licenses and approvals, we could incur liability or our operations could be suspended.
The mining industry is very competitive.
The mining industry is very competitive. Much of our 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 greater ability than us to withstand losses. Our 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 we 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 detriment. We may not be able to compete successfully against current and future competitors, and any failure to do so could have a material adverse effect on our business, financial condition or results of operations.
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The title to some of our mineral claims may be uncertain or defective, thus risking the investment in such claims.
The mineral claims to which we have options to buy, and those we may acquire in the future, if any, may be subject to prior recorded and unrecorded agreements, transfers or claims, and other undetected defects, which may result in a defective title. A title defect on any of our mineral claims (or any portion thereof) could adversely affect our ability to mine the claims and/or process the minerals.
Title insurance is generally not available for mineral claims and our ability to ensure that we have obtained a secure claim to individual mineral claims or mining concessions may be severely constrained. We rely on title information and/or representations and warranties provided by our grantors. Any challenge to titles could result in litigation, insurance claims, and potential losses, delay the exploration and development of a claim and ultimately result in the loss of some or all of our interest in the claim. In addition, if we mine on a claim without the appropriate title, we could incur liability for such activities.
If we obtain insurance, it may not provide adequate coverage.
Our 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 claims 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. 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 our mineral claims. Accordingly, delays in returning to any future exploration could produce 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.
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:
| ● | 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 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.
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RISKS RELATED TO THE OWNERSHIP OF OUR SECURITIES
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 of 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 related 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:
| (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. |
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 low price of our securities, many brokerage firms may not be willing to effect transactions in these securities. Purchasers of our securities should be aware that any market that develops in our stock would be subject to the penny stock restrictions.
Rule 3a51-1 of the Exchange Act establishes the definition of a “penny stock,” for purposes relevant to us, as any equity security that has 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 a penny stock, unless exempt, 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 any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth:
| ● | 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. |
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The disclosure also must be made about the risks of investing in penny stock in both public offerings and in secondary trading and commissions payable 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 their attempt to sell shares of our 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 any secondary market. These additional sales practice and disclosure requirements could impede the sale of our securities, if and when our securities become publicly traded.
In addition, the liquidity for our securities may decrease, with a corresponding decrease in the price of our securities. Our shares, in all probability, will be subject to such penny stock rules for the foreseeable future and our shareholders will, in all likelihood, find it difficult to sell their securities.
Our management believes that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:
| ● | 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. |
Transfer of our common stock 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 stock 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 may be significant state blue sky law restrictions upon the ability of investors 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 a change in control.
Our three directors together own 7,000,000 common shares representing 80.6% of the 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.
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The interests of shareholders 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 provide 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 develops.
We do not expect to pay cash dividends in the foreseeable future.
We have never paid cash dividends on our common stock. We do not expect 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 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 the increase, if any, in the market value of our common stock.
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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, require 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 costs 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. 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, 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 access to information regarding our business will be limited.
We will incur ongoing costs and expenses for SEC reporting and compliance; without revenue we may not be able to remain in compliance, making it difficult for investors to sell their shares, if at all.
In order for us to remain in compliance with the SEC reporting and compliance requirements we will require further funding to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. If we are unable to generate sufficient revenues to remain in compliance, it may be difficult for our shareholders to resell any shares they may purchase, if at all.
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.
Item 1B. Unresolved Staff Comments
None.
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Item 2. Properties
We hold no real property. Our executive, administrative and operating office is provided to us at no cost by our CEO and President, Mr. Cocks, and is located at 316 California Avenue, Suite 543, Reno, NV 89509. We do not have a written lease agreement with Mr. Cocks or with the property landlord. Our officer and directors will work remotely from Canada and/or the United States and intend to visit the Reno office every six weeks.
Item 3. Legal Proceedings
We are not a party to any legal proceedings.
Item 4. Mine Safety Disclosures
Not applicable.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock is quoted under the symbol NGLD on the OTC Link alternative trading system on the OTC Pink marketplace. Prior to 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.
High Low Bids
| Period ended | High | Low | ||||||
| December 31, 2021 | $ | 0.98 | $ | 0.3531 | ||||
| September 30, 2021 | $ | 0.90 | $ | 0.32 | ||||
| June 30, 2021 | $ | 0.81 | $ | 0.345 | ||||
| March 31, 2021 | $ | 0.51 | $ | 0.13 | ||||
| December 31, 2020(1) | $ | 1.01 | $ | 0.105 | ||||
| October 27, 2020 | $ | 0.105 | $ | 0.072 | ||||
| September 30, 2020 | $ | 0.175 | $ | 0.029 | ||||
| June 30, 2020 | $ | 0.04 | $ | 0.029 | ||||
| March 31, 2020 | $ | 0.03 | $ | 0.0282 | ||||
(1) Following a 1 for 10 Reverse Stock Split
Common Stock Currently Outstanding
As of March 31, 2022, we had 8,685,093 shares of our common stock outstanding.
Holders
As of the date of this Annual Report on Form 10-K, we had 28 stockholders of record of our common stock.
Dividends
We have not declared any cash dividends on our common stock since our inception and do not anticipate paying any dividends in the foreseeable future. We plan to retain future earnings, if any, for use in our business. Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts, as our Director deems relevant.
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Transfer Agent
Our independent stock transfer agent is Globex Transfer, LLC, with an address at 780 Deltona Blvd., Suite 202, Deltona, FL 32725; their phone number is (813) 344-4490.
Recent Sales of Unregistered Securities
On December 30, 2021, the Company issued a total of 6,005,000 shares of common stock to the Company’s directors. These shares were issued at par value for a total cash consideration of $601. The shares to US Persons, as that term is defined in Rule 902(k) of Regulation S of the United States Securities Act of 1933, as amended (the “Act”), were issued at par value pursuant to the provisions of Rule 506(b) of Regulation D of the Act to the persons who qualified as “accredited investors” as that term is defined under Regulation D of the Act; the shares issued to non-U.S. Person were issued at par value pursuant to provisions of Regulation S of the Act.
In connection with the issuance of the par-value shares, the Company and the Subscribers entered into a 36-month lock-up and vesting agreement (the “Agreement”), as amended on March 25, 2022. Based on the Agreement, the shares are being vested in equal annual installments over a 36-month period, in addition, the Subscribers agreed, subject to the exceptions set forth in the Agreement, not to sell, directly or indirectly, or enter into any other transactions involving the Company’s common shares during the 36-month period expiring on December 30, 2024.
Additional Information
Copies of our annual reports on Form 10−K, quarterly reports on Form 10−Q, current reports on Form 8−K, and any amendments to those reports, are available free of charge on the Internet at www.sec.gov. All statements made in any of our filings, including all forward-looking statements, are made as of the date of the document, in which the statement is included, and we do not assume or undertake any obligation to update any of those statements or documents unless we are required to do so by law.
Item 6. Selected Financial Data
Not required under Regulation S-K for “smaller reporting companies.”
Item 7. Management’s Discussion and Analysis of Financial Conditions and Results of Operations
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this Annual Report on Form 10-K constitute “forward-looking statements”. These statements, identified by words such as “plan,” “anticipate,” “believe,” “estimate,” “should,” “expect” and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under this caption “Management’s Discussion and Analysis” and elsewhere in this Form 10-K. We do not intend to update the forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information. We advise you to carefully review the reports and documents we file from time to time with the United States Securities and Exchange Commission (the “SEC”).
Results of Operations
General
The inclusion of supplementary analytical and related information herein may require us to make estimates and assumptions to enable us to fairly present, in all material respects, our analysis of trends and expectations with respect to our results of operations and financial position taken as a whole. Actual results may vary from the estimates and assumptions we make.
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Results of Operation
| Years ended December 31, | Changes between | |||||||||||
| 2021 | 2020 | the periods | ||||||||||
| Operating expenses | ||||||||||||
| Exploration expenses | $ | 15,482 | $ | 7,349 | $ | 8,133 | ||||||
| General and administrative expenses | 60,582 | 11,479 | 49,103 | |||||||||
| Professional fees | 40,220 | 20,900 | 19,320 | |||||||||
| Transfer agent and filing fees | 10,849 | 10,262 | 587 | |||||||||
| Total operating expenses | (127,133 | ) | (49,990 | ) | 77,143 | |||||||
| Other items | ||||||||||||
| Accrued interest expense | (4,936 | ) | - | (4,936 | ) | |||||||
| Accretion expense | (94,404 | ) | - | (94,404 | ) | |||||||
| Fair value gain on equity investments | (474,287 | ) | 135,849 | (610,136 | ) | |||||||
| Realized gain on investments | 315 | 168,866 | (168,551 | ) | ||||||||
| Foreign exchange gain | 7,119 | 30,552 | (23,433 | ) | ||||||||
| Interest income | 755 | 2,881 | (2,126 | ) | ||||||||
| Net income/(loss) | $ | (692,571 | ) | $ | 288,158 | $ | 980,729 | |||||
Revenues. Due to the exploration rather than the production nature of our business, we did not have any revenue associated with our business activities; furthermore, we do not expect to have significant operating revenue in the foreseeable future.
Operating expenses. Our operating expenses include exploration expenses, general and administrative expenses, professional fees and transfer agent and filing fees. During the year ended December 31, 2021, our operating expenses increased by $77,143 or 154%, to $127,133 for the year ended December 31, 2021, compared to $49,990 for the year ended December 31, 2020.
This change was mainly associated with expenditures on general and administrative fees, which increased by $49,103 to $60,582 for the year ended December 31, 2021, as compared to $11,479 we incurred during the year ended December 31, 2020, of which $20,700 we paid for redesigning our website and corporate presentation materials, the expense we did not have during the year ended December 31, 2020, and $33,774 we paid for consulting fees. Our professional fees increased by $19,320, to $40,220 as comparted to $20,900 we incurred during the year ended December 31, 2020; our exploration expenses increased by $8,133 to $15,482 for the year ended December 31, 2021, as compared to $7,349 we incurred in mineral exploration expenses during the year ended December 31, 2020; this increase was associated with acquisition of additional mineral projects during the current year, and finalizing the transfer of the Loman Claims into our name. Our transfer agent and filing fees were $10,849, and remained comparable to $10,262 we incurred in filing fees for the year ended December 31, 2020.
Other items. During the year ended December 31, 2021, we recognized $474,287 loss on fair value of equity investments (2020 – $135,849 gain). The loss resulted from revaluation of WRR Shares and WRR warrants and was caused mainly by decreased market price of WRR’s shares from CAD$0.10 per share at December 31, 2020, to CAD$0.04 per share at December 31, 2021, and to a smaller degree from fluctuation of exchange rates between the US and Canadian dollars. We earned $755 in interest revenue (2020 - $2,881). Since the funds generated from the sale of equity investments are held in Canadian dollars, we incurred $7,119 gain associated with foreign exchange fluctuation rates (2020 - $30,552). During the year ended December 31, 2021, we recorded $315 (2020 - $168,866) gain on equity investments which was associated with the sale of 21,000 WRR Shares for net proceeds of $2,152. During the comparative period ended December 31, 2020, we sold a total of 5,640,000 WRR Shares for net proceeds of $540,579. In addition, during the year ended December 31, 2021,we recorded $94,404 in accretion expenses associated with the beneficial conversion discount we recognized on our convertible notes payable we issued in September and October of 2021, and recorded $4,936 on accrued interest expense associated with conversion of the previously non-interest-bearing advance for a total of $15,064 we owed to a third-party into a convertible promissory note for a total of $20,000.
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Net income/(loss). At December 31, 2021, our net loss was $692,571, as compared to net income of $288,158 we incurred during the year ended December 31, 2020. This change mainly resulted from $474,287 loss on revaluation of our equity investments in WRR Shares, as opposed to $135,849 gain we recognized in the comparative period. In addition, during the comparative year ended December 31, 2020, we recorded $168,866 gain on equity investments which was associated with the sale of 5,640,000 WRR Shares for net proceeds of $540,579, as compared to $315 gain we recognized for the year ended December 31, 2021. During the year ended December 31, 2021, we also recorded $94,404 in accretion expenses associated with the beneficial conversion discount we recognized on our convertible notes payable which is issued in September and October 2021.
Liquidity and Capital Resources
| Working capital | December 31, 2021 | December 31, 2020 | ||||||
| Current assets | $ | 1,442,670 | $ | 895,106 | ||||
| Current liabilities | 1,791,539 | 1,431,996 | ||||||
| Working capital deficit | $ | (348,869 | ) | $ | (536,890 | ) | ||
As of December 31, 2021, we had a cash balance of $1,420,864 and a working capital deficit of $348,869 with cash flows used in operations totalling $222,230 for the year then ended. During the year ended December 31, 2021, our operations were funded with $2,152 cash we generated from the sales of our equity investments and $980,000 we raised through convertible notes payable.
We did not generate sufficient cash flows from our operating activities to satisfy our cash requirements for the year ended December 31, 2021. There is no assurance that we will be able to generate sufficient cash from our operations to repay the amounts owing under these notes and advances payable, or to service our other debt obligations.
To provide us with the necessary capital to accomplish our plan of operation we intend to seek additional financing in the form of equity or debt. There can be no assurance that we will be successful in our efforts to raise additional capital. If we are unable to secure additional capital through equity or debt financing, we may choose to sell all or part of our investment in WRR.
Cash Flow
| Year Ended December 31, | ||||||||
| 2021 | 2020 | |||||||
| Cash flows used in operating activities | $ | (222,230 | ) | $ | (44,509 | ) | ||
| Cash flows provided by/(used in) investing activities | (237,848 | ) | 540,579 | |||||
| Cash flows provided by financing activities | 980,000 | - | ||||||
| Effects of foreign currency exchange on cash | 7,119 | 30,552 | ||||||
| Net increase in cash during the year | $ | 527,041 | $ | 526,622 | ||||
Net cash used in operating activities
Our net cash used in operating activities increased by $177,721, or 399%, to $222,230 for the year ended December 31, 2021, compared with $44,509 for the year ended December 31, 2020. During the year ended December 31, 2021, we used $126,378 to cover our cash operating costs, $98,000 to repay founder advances which were payable on demand, and $20,523 to prepay some of our future operating costs; these uses of cash were offset by increase in our accounts payable of $22,671.
Our net cash used in operating activities decreased by $51,297, or 54%, to $44,509 for the year ended December 31, 2020, compared with $95,806 for the year ended December 31, 2019. During the year ended December 31, 2020, we used $47,109 to cover our cash operating costs; this use of cash was offset by increase in our accounts payable of $2,600.
| 28 |
Adjustments to reconcile net income to net cash used by operating activities
During the year ended December 31, 2021, we recognized $474,287 gain on revaluation of fair value of equity investments associated with WRR Shares and WRR Warrants which resulted from the fluctuation in share prices and foreign exchange rates, we also recorded $315 gain on sale of our equity investments. Since our equity investments are held in CAD$, we recorded $7,119 gain resulting from the fluctuation of foreign exchange rates during the year. In addition, we recorded $94,404 accretion expense associated with the discount on the convertible notes payable we issued in September and October 2021, and recorded $4,936 accrued interest expense associated with conversion of the previously non-interest-bearing advance for a total of $15,064 we owed to a third-party into a convertible promissory note for a total of $20,000.
During the year ended December 31, 2020, we recognized $135,849 gain on revaluation of fair value of equity investments associated with WRR Shares and WRR Warrants which resulted from the fluctuation in share prices and foreign exchange rates, we also recorded $168,866 gain on sale of our equity investments. Since our equity investments are held in CAD$, we recorded $30,552 gain resulting from the fluctuation of foreign exchange rates during the year.
Net cash provided by/(used in) investing activities
During the year ended December 31, 2021, we generated $2,152 on the sale of 21,000 WRR Shares. During the same period, we used $240,000 to acquire our mineral property interests.
During the year ended December 31, 2020, we generated $540,579 on the sale of 5,640,000 WRR Shares.
Net cash provided by financing activities
During the year ended December 31, we received $980,000 on issuance of convertible notes payable due 12 months from the issuance date (the “Notes”). The Notes accrue interest at a rate of 15% per annum and are unsecured. At the option of the Note Holder, the Company may either (i) pay the interest quarterly in arrears, or (ii) allow the interest to accrue until the Maturity Date. In addition, at the Company’s sole discretion, the Company may either (i) repay the principal amount of the Notes on the Maturity Date, or (ii) commencing one month from the issue date repay 1/12 of the outstanding principal amount of the Notes in any given month until the Maturity Date. At the option of the Note Holder the Notes can be converted into the Shares of the Company at a conversion price equal to the lesser of (i) $0.375 per Share, or (ii) a 25% discount to the price per Share in a qualified public offering that occurs subsequent to the sale of the Notes and results in gross offering proceeds to the Company of at least $5,000,000.
We did not engage in any financing activities during the year ended December 31, 2020.
Going Concern
At December 31, 2021, we had a working capital deficit of $348,869 and cash on hand of $1,420,864, which is not sufficient to carry out our current plan of operation. Our capital assets include equity investment in WRR shares and warrants, which we can use as a source of additional cash inflow, should we decide to sell all or part of our investment. In addition, we are actively pursuing other means of financing our operations through additional equity and/or debt financing. There can be no assurance that we will be able to procure funds sufficient to support our day-to-day operations and exploration programs. 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.
| 29 |
Impact of Inflation
We believe that inflation has had a negligible effect on operations over the past fiscal year.
Capital Expenditures
During the year ended December 31, 2021, we used $20,000 to make and initial cash payment to acquire Agai-Pah Property, $20,000 to make and initial cash payment to acquire Belshazzar Property, and made a $200,000 initial cash option payment to acquire an Olinghouse Purchase Option.
During the year ended December 31, 2020, we did not have any transactions resulting in capital expenditures.
Off-Balance Sheet Arrangements
None.
Pronouncements
We have implemented all new accounting pronouncements that are in effect, and that may impact our financial statements and do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations.
Item 7A. Quantitative and Qualitative Disclosures about Market 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.
Item 8. Financial Statements and Supplementary Data
Our audited financial statements are set forth in this Annual Report beginning on page F-1.
| 30 |
NEVADA CANYON GOLD CORP.
FINANCIAL STATEMENTS
DECEMBER 31, 2021 AND 2020
INDEX TO FINANCIAL STATEMENTS
| 31 |
Report of Independent Registered Public Accounting Firm
To the shareholders and the board of directors of Nevada Canyon Gold Corp.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Nevada Canyon Gold Corp. (the “Company”) as of December 31, 2021 and 2020, the related statements of operations, stockholders’ equity (deficit) and cash flows, for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
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, the Company has limited liquidity and has not completed its efforts to establish a source of revenue sufficient to cover operating costs over an extended period of 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
Basis for Opinion
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.
| F-1 |
Critical Audit Matter
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.
| Critical Audit Matter | How the Matter was Addressed in the Audit | |
Assessment of Mineral property interests for potential impairment indicators
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.
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 $270,395 as of December 31, 2021, may not be recoverable.
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. |
The primary procedures we performed to address this critical audit matter included:
● 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.
● Discussion with management of future business plans for the mineral property interests
● Ensuring key assumptions were consistent with evidence obtained in other areas of the audit.
|
/s/ DMCL LLP
CHARTERED PROFESSIONAL ACCOUNTANTS
We have served as the Company’s auditor since 2015
March 31, 2022
| F-2 |
Nevada Canyon Gold Corp.
Consolidated Balance Sheets
(Presented in US Dollars)
| December 31, 2021 | December 31, 2020 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Equity investment | ||||||||
| Mineral property interest | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued liabilities | ||||||||
| Related party advances | ||||||||
| Notes and advances payable | ||||||||
| Convertible notes payable | - | |||||||
| Total Liabilities | ||||||||
| Stockholders’ Equity | ||||||||
| Preferred Stock: Authorized preferred shares, $ par, issued and outstanding as of December 31, 2021 and 2020 | |
|
- |
|
|
|
- |
|
| Common Stock: Authorized common shares, $ par, and issued and outstanding as of December 31, 2021 and 2020, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements
| F-3 |
Nevada Canyon Gold Corp.
Consolidated Statements of Operations
(Presented in US Dollars)
| For the year ended December 31, | ||||||||
| 2021 | 2020 | |||||||
| Operating expenses | ||||||||
| Exploration expenses | $ | $ | ||||||
| General and administrative expenses | ||||||||
| Professional fees | ||||||||
| Transfer agent and filing fees | ||||||||
| Total operating expenses | ( | ) | ( | ) | ||||
| Other items | ||||||||
| Accrued interest expense | ( | ) | - | |||||
| Accretion expense | ( | ) | - | |||||
| Fair value gain/(loss) on equity investments | ( | ) | ||||||
| Foreign exchange gain | ||||||||
| Interest income | ||||||||
| Realized gain on equity investments | ||||||||
| Net and comprehensive income/(loss) | ( | ) | ||||||
| Net income/(loss) per common share - basic and diluted | $ | ( | ) | $ | ||||
| Weighted average number of common shares outstanding | ||||||||
| Basic and diluted | ||||||||
The accompanying notes are an integral part of these consolidated financial statements
| F-4 |
Nevada Canyon Gold Corp.
Consolidated Statement of Stockholders’ Equity
(Presented in US Dollars)
| Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balance, December 31, 2019 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Net income for the year | - | - | - | |||||||||||||||||
| Balance, December 31, 2020 | ( | ) | ||||||||||||||||||
| Beneficial conversion on convertible notes payable | - | - | - | |||||||||||||||||
| Common stock retired | ( | ) | ( | ) | - | - | ||||||||||||||
| Common stock issued | - | - | ||||||||||||||||||
| Net loss for the year | - | - | - | ( | ) | ( | ) | |||||||||||||
| Balance, December 31, 2021 | $ | $ | $ | ( | ) | $ | ||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements
| F-5 |
Nevada Canyon Gold Corp.
Consolidated Statements of Cash Flow
(Presented in US Dollars)
| For the year ended December 31, | ||||||||
| 2021 | 2020 | |||||||
| OPERATING ACTIVITIES | ||||||||
| Cash flows used in operating activities | ||||||||
| Net income/(loss) | $ | ( | ) | $ | ||||
| Adjustment to reconcile net income/(loss) to net cash used by operating activities: | ||||||||
| Non-cash interest expense | - | |||||||
| Fair value loss/(gain) on equity investments | ( | ) | ||||||
| Foreign exchange gain | ( | ) | ( | ) | ||||
| Accretion of convertible debt | - | |||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts payable | ||||||||
| Related party payable | ( | ) | - | |||||
| Prepaid expenses | ( | ) | - | |||||
| Net cashed used in operating activities | ( | ) | ( | ) | ||||
| INVESTING ACTIVITIES | ||||||||
| Sale of equity investments | ||||||||
| Acquisition of mineral property interest | ( | ) | - | |||||
| Net cash provided by/(used in) investing activities | ( | ) | ||||||
| FINANCING ACTIVITIES | ||||||||
| Convertible notes payable | - | |||||||
| Net cash provided by financing activities | - | |||||||
| Effects of foreign currency exchange on cash | ||||||||
| Net increase in cash | ||||||||
| Cash, at beginning | ||||||||
| Cash, at end | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Cash received for interest | $ | $ | ||||||
| Cash paid for income taxes | $ | $ | ||||||
| Significant non-cash transactions: | ||||||||
| Fair value loss/(gain) on equity investments | $ | $ | ( | ) | ||||
The accompanying notes are an integral part of these consolidated financial statements
| F-6 |
NEVADA CANYON GOLD CORP.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
FOR THE YEARS ENDED
DECEMBER 31, 2021 AND 2020
NOTE 1 - NATURE OF BUSINESS
Nevada Canyon Gold Corp. (the “Company”) was incorporated under the laws of the state of Nevada on February 27, 2014. On July 6, 2016, the Company changed its name from Tech Foundry Ventures, Inc. to Nevada Canyon Gold Corp.
On
August 27, 2020, the Company’s Board of Directors approved a
On December 15, 2021, the Company incorporated two subsidiaries, Nevada Canyon LLC and Canyon Carbon LLC. Both subsidiaries were incorporated under the laws of the state of Nevada.
Going Concern
The Company’s consolidated financial statements are prepared using accounting principles generally accepted in the United States of America (“GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company is a mineral exploration company and has not generated or realized any revenues from its 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 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 raises substantial doubt that the Company will be able to continue as a going concern. These consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. Management intends to obtain additional funding by borrowing funds, and/or a private placement of common stock.
Continued Uncertainty due to Global Outbreak of COVID-19
In March of 2020, the World Health Organization declared an outbreak of COVID-19 Global pandemic. The COVID-19 has impacted vast array of businesses through the restrictions put in place by most governments internationally, including the USA federal government as well as provincial and municipal governments, regarding travel, business operations and isolation/quarantine orders. At this time, it is unknown to what extent the impact of the COVID-19 outbreak may have on the Company and its subsidiaries as this will depend on future developments that are highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate geographic spread of the disease, and the duration of the outbreak, including the duration of travel restrictions, business closures or disruptions, and quarantine/isolation measures that are currently, or may be put, in place world-wide to fight the virus. While the extent of the impact is unknown, the COVID-19 outbreak may hinder the Company’s ability to raise financing for exploration or operating costs due to uncertain capital markets, supply chain disruptions, increased government regulations and other unanticipated factors, all of which may also negatively impact the Company’s business and financial condition.
| F-7 |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
These consolidated financial statements and related notes are presented in accordance with US GAAP, and are presented in United States dollars.
Principles of consolidation
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.
Use of Estimates and Assumptions
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 mineral 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.
Basis of Accounting
The Company’s consolidated financial statements are prepared using the accrual method of accounting, except for cash flow information.
Equity Investments
Equity investments are classified as available for sale and are stated at fair market value. Unrealized gains and losses are recognized in the Company’s consolidated statement of operations.
Income Taxes
Income tax expense is based on pre-tax financial accounting income. Deferred tax assets and liabilities are recognized for 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 the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not some portion or all of the deferred tax assets will not be realized.
The Company’s basic income/loss per share is calculated by dividing its net income/loss available to common stockholders by the weighted average number of common shares outstanding for the period. The Company’s dilutive income/loss per share is calculated by dividing its net income/loss available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity.
The convertible debentures outstanding at December 31, 2021, were not included in diluted weighted average number of shares as their effect would be anti-dilutive.
| F-8 |
Fair Value of Financial Instruments
The Company’s financial instruments include cash, equity investment, accounts payable, related party payables, notes payable. The carrying value of these financial instruments approximates their fair value based on their short-term nature. The Company is not exposed to significant interest, exchange or credit risk arising from these financial instruments.
The fair value hierarchy under US GAAP is based on the following three levels of inputs, of which the first two are considered observable and the last unobservable:
| Level 1: | Quoted prices (unadjusted) in active markets for identical assets or liabilities; |
| Level 2: | Observable inputs other than Level I, quoted prices for similar assets or liabilities in active prices whose inputs are observable or whose significant value drivers are observable; and |
| Level 3: | Assets and liabilities whose significant value drivers are unobservable by little or no market activity and that are significant to the fair value of the assets or liabilities. |
Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of impairment). There were no assets or liabilities measured at fair value on a nonrecurring basis during the periods ended December 31, 2021 and 2020.
Cash and equity investment are measured at fair value using level 1 inputs.
Stock-Based Compensation
For equity awards, such as stock options, total compensation cost is based on the grant date fair value and for liability awards, such as stock appreciation rights, total compensation cost is based on the settlement value. The Company recognizes stock-based compensation expense for all awards over the service period required to earn the award, which is the shorter of the vesting period or the time period an employee becomes eligible to retain the award at retirement.
Mining Interests and Mineral Exploration Expenditures
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.
Impairment of Long-lived Assets
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.
Convertible Debt with Beneficial Conversion Feature
The Company accounts for beneficial conversion options (“BCF”) embedded in convertible notes in accordance with ASC 470-20. ASC 470-20 generally requires companies to recognize an embedded beneficial conversion feature present in a convertible instrument separately at issuance by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital, resulting in a discount on the convertible instrument. This discount on convertible debt is accreted from the date on which the BCF is first recognized through the stated maturity date. The intrinsic value is calculated at the commitment date being the difference between the conversion price and the fair value of the common stock or other securities into which the security is convertible, multiplied by the number of shares into which the security is convertible. If the intrinsic value of the BCF is greater than the proceeds allocated to the convertible instrument, the amount of the discount assigned to the beneficial conversion feature shall be limited to the amount of the proceeds allocated to the convertible instrument.
Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
| F-9 |
NOTE 3 – RELATED PARTY TRANSACTIONS
Amounts due to related parties at December 31, 2021 and 2020:
December 31, 2021 | December 31, 2020 | |||||||
| Amounts due to the Chief Executive Officer (“CEO”) (a) | $ | $ | ||||||
| Amounts due to a company controlled by the CEO (a) | ||||||||
| Amounts due to a former director(a) | ||||||||
| Amounts due to a company controlled by the former director (a) | ||||||||
| Advances due to a major shareholder(a) | ||||||||
| Amounts due from a director for shares (b) | ( | ) | ||||||
| Amounts due from a director for shares (b) | ( | ) | ||||||
| Related party payables | $ | $ | ||||||
| (a) | |
| (b) |
During
the year ended December 31, 2021, the Company repaid a total of $
On December 30, 2021, the Company’s former director tendered for cancellation shares of common stock and a major shareholder tendered shares of common stock. As a result, a total of 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 the cancellation of shares (Note 9).
On
December 30, 2021, the Company issued a total of shares of common stock to the Company’s
directors (the “Director Shares”). The Director Shares were issued at par value for a total consideration of $
The Company analyzed the issuance of the Director Shares pursuant to the guidance available in ASC 718, Compensation—Stock Compensation. Based on the guidance, the Company determined that the directors are nonemployees of the Company, however, since they were appointed to the board positions that are expected to be filled by another person whom the shareholders will elect when the current term expires, and the Directors are not expected to provide any additional services, the Director Shares must be accounted for in the same manner as an award granted to an employee. Therefore, the Director Shares are to be valued at the fair market value and stock-based compensation must be recorded as the services are provided over a vesting period of years. The Company determined the grant date to be the date the lock-up agreements were agreed to by the board of directors and the beneficiaries, and therefore no stock-based compensation was recorded for the year ended December 31, 2021.
NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
December 31, 2021 | December 31, 2020 | |||||||
| Trade payables | $ | $ | ||||||
| Accrued liabilities | ||||||||
| $ | $ | |||||||
NOTE 5 – MINERAL PROPERTY INTERESTS
As
of December 31, 2021, 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
| F-10 |
Lazy Claims Property
On
August 2, 2017, the Company entered into an exploration lease agreement (the “Lazy Claims Agreement”) with Tarsis Resources
US Inc. (“Tarsis”), a Nevada corporation, to lease the Lazy Claims, consisting of three claims.
During
the year ended December 31, 2021 and 2020, the Company paid $
Loman Property
In
December 2019 the Company acquired
During
the year ended December 31, 2021, the Company paid $
Agai-Pah Property
On
May 19, 2021, the Company entered into exploration lease with option to purchase agreement (the “Agai-Pah Property Agreement”)
with MSM Resource, L.L.C., (“MSM”) a
Full
consideration of the Agai-Pah Property Agreement consists of the following: (i) an initial cash payment of $
During
the year ended December 31, 2021, the Company paid $
Subsequent to the date of this transaction Alan Day, the managing member of MSM, became a director of the Company and a related party.
| F-11 |
Belshazzar Property
On
June 4, 2021, the Company entered exploration lease with option to purchase agreement (the “Belshazzar Property Agreement”)
with Belshazzar Holdings, L.L.C., (“BH”) a
Full
consideration of the Belshazzar Property Agreement consists of the following: (i) an initial cash payment of $
During
the year ended December 31, 2021, the Company paid $
Subsequent to the date of this transaction Alan Day, the managing member of BH, became a director of the Company and a related party.
Swales Property
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
Full
consideration of the Swales Property Agreement consists of the following: (i) an initial cash payment of $
During the year ended December 31, 2021, the Company did not incur any expenses associated with the Swales Property.
Olinghouse Project
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
| F-12 |
The
Company has the exclusive right and option (the “Olinghouse Purchase Option”), exercisable at any time during
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 $
| ● | if the Company’s 10-day volume weighted average price (“VWAP”) Calculation is less than $ per share, the Olinghouse Purchase Price shall be paid in cash; or | |
| ● | if the Company’s 10-day VWAP Calculation is more than $ per share, the Olinghouse Purchase Price shall be paid in the form of Shares of the Company’s common stock. |
During the year ended December 31, 2021, the Company did not incur any expenses associated with the Olinghouse Project.
NOTE 6 – EQUITY INVESTMENT
As
at December 31, 2021, the Company’s equity investments consist of common shares of Walker River Resources Corp. (“WRR”)
(2020 - shares) and warrants to acquire an additional
The
WRR Warrants expire on
At
December 31, 2021, the fair market value of the equity investment was calculated to be $
During
the year ended December 31, 2021, the Company sold WRR Shares for net proceeds of $
The
revaluation of the equity investment in WRR resulted in $
NOTE 7 – NOTES AND ADVANCES PAYABLE
At
December 31, 2021, the Company’s liability under notes and advances payable consisted of $
On
October 8, 2021, as part of the Company’s convertible promissory notes financing (Note 8), one of the Company’s existing
debt holders agreed to convert $
| F-13 |
NOTE 8 – CONVERTIBLE NOTES PAYABLE
During
the year ended December 31, 2021, the Company received $
The
convertible promissory notes (the “Notes”) are due in twelve months after their issuances (the “Maturity Date”)
and accrue interest at a rate of
The
Company determined the embedded beneficial conversion feature present in the Notes to be $
| Principal | Fair Value on Commitment Date | Number of Shares to be issued based on $0.375/Share | Intrinsic Value of Beneficial Conversion Feature | Discount recorded as part of Additional Paid-in Capital | Implied Interest | Present Value of the Notes | ||||||||||||||||||||
| $ | $ | $ | $ | % | $ | |||||||||||||||||||||
| $ | % | |||||||||||||||||||||||||
| $ | % | |||||||||||||||||||||||||
| $ | % | |||||||||||||||||||||||||
| $ | % | |||||||||||||||||||||||||
| $ | % | |||||||||||||||||||||||||
| $ | % | |||||||||||||||||||||||||
| $ | % | |||||||||||||||||||||||||
| $ | % | |||||||||||||||||||||||||
| $ | % | |||||||||||||||||||||||||
| $ | % | |||||||||||||||||||||||||
| $ | $ | $ | $ | |||||||||||||||||||||||
During
the year ended December 31, 2021, the Company recorded $
NOTE 9 – STOCKHOLDERS’ EQUITY
The
Company was formed with one class of common stock, $ par value and is authorized to issue common shares and one class
of preferred stock, $ par value and is authorized to issue preferred shares.
| F-14 |
On
August 27, 2020, the Company’s Board of Directors approved a
Equity transactions during the year ended December 31, 2021:
On December 30, 2021, the Company’s former director tendered for cancellation shares of common stock and a major shareholder tendered shares of common stock. As a result, a total of shares of common stock were cancelled and returned to the Company’s treasury to a status of authorized but unissued (Note 3).
On
December 30, 2021, the Company issued a total of shares of common stock to the Company’s directors. These shares
were issued at par value for a total cash consideration of $
Equity transactions during the year ended December 31, 2020:
During the year ended December 31, 2020, the Company did not have any transactions that would have resulted in issuance of its shares.
NOTE 10 – INCOME TAXES
A reconciliation of the expected income tax expense to the actual income tax expense is as follows:
| 2021 | 2020 | |||||||
| Net income before tax | $ | ( | ) | $ | ||||
| Statutory tax rate | % | % | ||||||
| Expected income tax recovery at statutory rate | ( | ) | ||||||
| Non-deductible expenditures | ||||||||
| Adjustments relating to previously filed tax returns | - | ( | ) | |||||
| Change in valuation allowance | ( | ) | ||||||
| Total income tax expense | $ | $ | ||||||
The Company has the following deductible temporary differences:
| 2021 | 2020 | |||||||
| Deferred income tax assets | ||||||||
| Marketable securities | $ | $ | ||||||
| Non-capital loss carry-forward | ||||||||
| Total deferred income tax assets | ||||||||
| Deferred income tax liabilities | ||||||||
| Convertible notes | ( | ) | - | |||||
| Marketable securities | - | ( | ) | |||||
| Less: Valuation allowance | ( | ) | ( | ) | ||||
| Net deferred income tax assets | $ | $ | ||||||
The
Company has net operating losses of approximately $
NOTE 11 – SUBSEQUENT EVENTS
Purchase agreement to acquire net smelter returns royalty.
Subsequent
to December 31, 2021, 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
To
acquire the
| F-15 |
Item 9. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures.
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, in order to allow timely consideration regarding required disclosures.
The evaluation of our disclosure controls by our principal executive officer 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, 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 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 Financial Officer has concluded that our disclosure controls and procedures as of December 31, 2021, were not effective in providing timely 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, 2021.
(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 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 December 31, 2021, management believes 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.
| 32 |
(c) Changes in Internal Controls
There were no changes in our internal control over financial reporting that occurred for the year ended December 31, 2021, that had materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Our directors serve until his or her successor is elected and qualified. Our 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, age, and position of our present officer and directors are set forth below:
| Name | Age | Title(s) | ||
| Jeffrey Cocks | 59 | Chairman, Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and Secretary | ||
| Alan Day | 57 | Director
| ||
| Robert F. List | 85 | Director |
Jeffrey Cocks has held his offices/positions since February 28, 2014, and we expect 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, and we expect them to hold their offices/positions at least until the next annual meeting of our shareholders.
Mr. Jeffrey Cocks, Chairman, President, Chief Executive Officer, Chief Financial Officer, Secretary
Jeffrey Cocks is our Chairman, Chief Executive Officer, Chief Financial Officer, 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 of Lithium Energi Exploration Inc., and Edison Cobalt Corp. which are traded on the Toronto Stock 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 holds a certificate from Simon Frasier University in its securities program.
Mr. Alan Day, Director
Mr. Day was appointed to our board of directors on November 17, 2021. 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
| 33 |
Mr. Robert (Bob) F. List, Director
Mr. List was appointed to our board of directors on November 17, 2021. Mr. List brings a wealth of Nevada knowledge, experience, contacts, and long-standing relationships to the 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 the Conference of Western Attorney Generals. Mr. List has been appointed to numerous boards and commissions in the administrations of Presidents Nixon, Ford, Reagan, and George H.W. Bush, including the National Public Lands Advisory Council. He has served as a director for several private and public companies. Mr. List currently is Of Counsel to the Las Vegas law firm Jolley Urga Woodbury and Holthus, specializing in natural resources, finance, gaming, regulatory and administrative law. He is a member of the Bar Associations of Nevada and the District of 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.
Possible Potential Conflicts
Our common stock is quoted on the OTC Link alternative trading system on the OTC Pink marketplace, which does not have director independence requirements.
No member of management will be required by us to work on a 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 with. 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, Day and List 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 three directors and an officer and will seek to add additional officer(s) and/or director(s) as and when the proper personnel 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.
Code of Business Conduct and Ethics
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:
| ● | honest and ethical conduct; | |
| ● | full, fair, accurate, timely and understandable disclosure in regulatory filings and public statements; | |
| ● | compliance with applicable laws, rules and regulations; | |
| ● | the prompt reporting violation of the code; and | |
| ● | accountability for adherence to the code. |
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.
| 34 |
Board of Directors
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, directors receive no compensation for their role as directors but may receive compensation for their role as officers.
Involvement in Certain Legal Proceedings
During the past ten years, no present director, executive officer or person nominated to become a director or an executive officer of us:
| (1) | had a petition under the federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing; | |
| (2) | was convicted in a criminal proceeding or subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); | |
| (3) | was subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any of the following activities: |
| i. | acting as a futures commission merchant, introducing broker, commodity trading advisor commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; | |
| ii. | engaging in any type of business practice; or | |
| iii. | engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws; or |
| (4) | was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of a federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3) (i), above, or to be associated with persons engaged in any such activity; or | |
| (5) | was found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and for which the judgment has not been reversed, suspended or vacated. |
Committees of the Board of Directors
Concurrent with having sufficient members and resources, our board of directors will establish an audit committee and a compensation committee. We believe that we will need a minimum of five directors 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.
| 35 |
Compliance with Section 16(a) of the Exchange Act
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.
Item 11. Executive Compensation
The following table shows, for the years ended December 31, 2021, and 2020, compensation awarded to, paid to, or earned by, our Chief Executive Officer (the “Named Executive Officer”) and directors.
SUMMARY COMPENSATION TABLE
| Name and principal position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||||||||
| Jeffrey Cocks,(1) CEO, CFO and | 2021 | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
| Director | 2020 | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
| Michael Levine,(2) | 2021 | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
| Former Director | 2020 | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
| Alan Day,(1,3) | 2021 | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
| Director | 2020 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | |||||||||||||||||||||||||||
| Robert List,(1,3) | 2021 | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
| Director | 2020 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a |
| (1) | We have no formal employment arrangements with Messrs. Cocks, Day, and List at this time. Messrs. Cocks’ Day’s, and List’s compensation has not been fixed or based on any percentage calculations. | |
| (2) | Mr. Levine has been a director and founder of the Company since its inception in February 2014. Mr. Levine stepped down from the Board of Directors on November 17, 2021. | |
| (3) | Messrs. List and Day were appointed to the Company’s board of directors on November 17, 2021. |
| 36 |
Grants of Plan-Based Awards
We currently do not have any equity compensation plans.
On December 30, 2021, the Company issued a total of 6,005,000 shares of common stock to the Company’s directors (the “Director Shares”). The Director Shares were issued at par value for a total consideration of $601. In addition to the regular restrictive legend, the release of the Director Shares is subject to the terms and conditions included in a 3-year lock-up and vesting agreement, which contemplates that the Director Shares are to be issued 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.
The Company analyzed the issuance of the Director Shares pursuant to the guidance available in ASC 718, Compensation—Stock Compensation. Based on the guidance, the Company determined that the directors are nonemployees of the Company, however, since they were appointed to the board positions that are expected to be filled by another person whom the shareholders will elect when the current term expires, and the Directors are not expected to provide any additional services, the Director Shares must be accounted for in the same manner as an award granted to an employee. Therefore, the Director Shares are to be valued at the fair market value and stock-based compensation must be recorded as the services are provided over a vesting period of 3 years. The Company determined the grant date to be the date the lock-up agreements were agreed to by the board of directors and the beneficiaries, and therefore no stock-based compensation was recorded for the year ended December 31, 2021.
We did not have similar transactions during the year ended December 31, 2020.
Outstanding Equity Awards at Fiscal Year-End Table
None. We do not have any equity award compensation plans.
Director Compensation
Other than the compensation set out in the table above, we have not paid compensation to our directors.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder 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 31, 2022, we had 8,685,093 shares of common stock outstanding of which 7,000,000 was held by three shareholders.
| 37 |
There are no pending or anticipated arrangements that may cause a change in control.
| Title of Class | Name of Beneficial Owner | Amount of Beneficial Ownership | Nature of Beneficial Ownership | Percent of Class | ||||||||
| Security Ownership of Management | ||||||||||||
| Common Stock | Jeffrey Cocks | 3,000,000 | Direct and beneficial (1) | 34.5 | % | |||||||
| Common Stock | Robert F. List | 1,000,000 | Beneficial (2) | 11.5 | % | |||||||
| Common Stock | Alan Day | 3,000,000 | Direct (3) | 22.0 | % | |||||||
| All Officers and Directors as a Group | 7,000,000 | 80.5 | % | |||||||||
Security Ownership of Certain Beneficial Owners (more than 5%) | ||||||||||||
| Common Stock | Jeffrey Cocks | 3,000,000 | direct | 34.5 | % | |||||||
| Common Stock | Robert F. List | 1,000,000 | direct | 11.5 | % | |||||||
| Common Stock | Alan Day | 3,000,000 | direct | 22.0 | % | |||||||
| (1) | 2,005,000 shares listed as beneficially owned by Jeffrey Cocks were issued in the name of 071663 BC Ltd., a company managed by Mr. Cocks. In addition to the regular restrictive legend, these shares are subject to the terms and conditions included in a 3-year lock-up and vesting agreement effective December 30, 2021, which contemplates that the shares are to be issued in equal annual installments over a 3-year term, during which term the shareholder will not sell, directly or indirectly, or enter into any other transactions involving these shares.
| |
| (2) | The Shares were issued in the name of List Family Trust Dated May 26, 2004, managed by Mr. List. In addition to the regular restrictive legend, these shares are subject to the terms and conditions included in a 3-year lock-up and vesting agreement effective December 30, 2021, which contemplates that the shares are to be issued in equal annual installments over a 3-year term, during which term the shareholder will not sell, directly or indirectly, or enter into any other transactions involving these shares.
| |
| (3) | In addition to the regular restrictive legend, the shares held by Mr. Day are subject to the terms and conditions included in a 3-year lock-up and vesting agreement effective December 30, 2021, which contemplates that the shares are to be issued in equal annual installments over a 3-year term, during which term the shareholder will not sell, directly or indirectly, or enter into any other transactions involving these shares. |
Item 13. Certain Relationships and Related Transactions, and Director Independence
Our promoters are Mr. Cocks, our chairman, Chief Executive Officer, Chief Financial Officer and secretary, Mr. List and Mr. Day, our directors.
Our office and mailing address is 316 California Avenue, Suite 543, Reno, NV 89509.
Our sole 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. 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 officer and directors have orally agreed that any opportunities 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 30, 2021, Mr. Michael Levine, the Company’s former director, tendered for cancellation 845,000 shares of common stock. These shares were cancelled and returned to the Company’s treasury to a status of authorized but unissued. Mr. Levine provided a release for the benefit of the Company from any potential loss resulting from the cancellation of these shares).
On December 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 May 19, 2021, we entered into an exploration lease with 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 director, is a managing member of MSM.
On June 4, 2021, we entered into an exploration lease with option to purchase agreement with Belshazzar Holdings, L.L.C., (“BH”) a Nevada limited liability Corporation on the Belshazzar Property, consisting of ten unpatented lode mining claims and seven unpatented placer mineral claim totaling 200 acres. Mr. Alan Day, the Company’s director, is a managing member of BH.
On January 27, 2022, our wholly-owned subsidiary, 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. Mr. Alan Day, the Company’s director, is also a director and CEO of Smooth Rock.
Aside from the transactions noted above and in Item 11 of this Annual Report on Form 10-K, we 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:
| ● | disclose such transactions in prospectuses, where required; | |
| ● | disclose in any and all filings with the Securities and Exchange Commission, where required; | |
| ● | obtain disinterested directors’ consent, where required; and | |
| ● | obtain shareholder consent, where required. |
Item 14. Principal Accountant Fees and Services
During the last two fiscal years, the Company’s independent auditors have billed for their services as set forth below:
| December 31, 2021 | December 31, 2020 | |||||||
| Audit fees | $ | 26,500 | $ | 15,500 | ||||
| Audit-related fees | $ | - | $ | - | ||||
| Tax fees | $ | 1,200 | $ | 1,200 | ||||
| All other fees | $ | - | $ | - | ||||
Pre-Approval Policy
Our 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 directors must conclude that such services are compatible with the independence of our auditors.
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PART IV
Item 15. Exhibits, Financial Statement Schedules
EXHIBITS
The following exhibits are filed as part of this Annual Report on Form 10-K, pursuant to Item 601 of Regulation S-K.
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| (1) | Incorporated by reference herein from the Form 8-K filed by the Company on December 22, 2015. | |
| (2) | Incorporated by reference herein from the Form 8-K filed by the Company on June 8, 2017. | |
| (3) | Incorporated by reference herein from the Form 8-K filed by the Company on July 7, 2017. | |
| (4) | Incorporated by reference herein from the Form 8-K filed by the Company on August 7, 2017. | |
| (5) | Incorporated by reference herein from the Form 10-K filed by the Company on March 15, 2016. | |
| (6) | Incorporated by reference herein from the Form S-1 filed by the Company on May 19, 2014. | |
| (7) | Incorporated by reference herein from the Form 8-K filed by the Company on July 12, 2018. | |
| (8) | Incorporated by reference herein from the Form 8-K filed by the Company on May 19, 2021. | |
| (9) | Incorporated by reference herein from the Form 8-K filed by the Company on June 7, 2021. | |
| (10) | Incorporated by reference herein from the Form 8-K filed by the Company on September 13, 2021. | |
| (11) | Incorporated by reference herein from the Form 8-K filed by the Company on December 21, 2021. | |
| (12) | Incorporated by reference herein from the Form 8-K filed by the Company on December 28, 2021. | |
| (13) | Incorporated by reference herein from the Form 8-K filed by the Company on December 30, 2021. | |
| (14) | Incorporated by reference herein from the Form 8-K filed by the Company on February 1, 2022. | |
| (15) | Incorporated by reference herein from the Form 8-K/A filed by the Company on March 25, 2022. | |
| * | Filed herewith. |
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SIGNATURES
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.
| NEVADA CANYON GOLD CORP. | |
| March 31, 2022 | /s/ Jeffrey A. Cocks |
| Jeffrey
A. Cocks Chairman and Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Accounting Officer) |
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.
| March 31, 2022 | /s/ Jeffrey A. Cocks |
| Jeffrey
A. Cocks Chairman and Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Accounting Officer) and Director | |
| March 31, 2022 | /s/ Alan Day |
| Alan
Day Director | |
| March 31, 2022 | /s/ Robert F. List |
| Robert
F. List Director |
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