UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For
the quarterly period ended:
or
For the transition period from ______ to ______
Commission
File No.
(Exact Name of Registrant as Specified in its Charter)
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| Incorporation or Organization) | Identification No.) |
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Registrant’s telephone number, including area code
n/a
(Former name, former address and former fiscal year,
if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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OTCQX |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically and posted on its Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§230.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated file,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
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Smaller reporting company
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐ No
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section l2, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes ☐ No ☐
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of August 13, 2025, the number of shares outstanding of the issuer’s common stock, par value $ per share, is .
table of contents
| 2 |
Nevada Canyon Gold Corp.
Condensed Consolidated Balance Sheets
(Unaudited)
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June 30,
2025 |
December 31,
2024 |
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| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ |
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$ |
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| Note receivable |
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| Prepaid expenses and other current assets |
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| Investment in equity security |
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| Mineral property and royalty interests |
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| TOTAL ASSETS | $ |
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$ |
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| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued liabilities | $ |
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$ |
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| Related party payables |
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| Total Liabilities |
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| Commitments and Contingencies (Note 4) | ||||||||
| Stockholders’ Equity | ||||||||
| Preferred Stock: Authorized preferred shares, $ par, issued and outstanding as of June 30, 2025 and December 31, 2024 | ||||||||
| Common Stock: Authorized common shares, $ par, and issued and outstanding as of June 30, 2025 and December 31, 2024, respectively |
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| Additional paid-in capital |
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| Obligation to issue shares |
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| Accumulated deficit |
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| Total Stockholders’ Equity |
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| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements
| 3 |
Nevada Canyon Gold Corp.
Condensed Consolidated Statements of Operations
(Unaudited)
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For the three months
ended June 30, |
For the six months
ended June 30, |
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| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Operating expenses | ||||||||||||||||
| Investor awareness and marketing | $ |
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$ |
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$ |
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$ |
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| Consulting fees |
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| Director and officer compensation |
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| Exploration expenses |
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| Gain on sale of mineral property interest |
(
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(
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| General and administrative |
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| Professional fees |
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| Transfer agent and filing fees |
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| Total operating expenses |
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| Other income (expense) | ||||||||||||||||
| Fair value gain (loss) on equity investments |
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(
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| Foreign exchange loss |
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| Interest income |
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| Total other income |
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| Net loss | $ |
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$ |
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$ |
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$ |
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| Net 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 condensed consolidated financial statements
| 4 |
Nevada Canyon Gold Corp.
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
| Common Stock |
Obligation to Issue |
Additional Paid-in |
Accumulated | Total Stockholders’ | ||||||||||||||||||||
| Shares | Amount | Shares | Capital | Deficit | Equity | |||||||||||||||||||
| Balance, December 31, 2023 |
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$ |
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$ |
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$ |
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$ |
(
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| Shares to be issued on exercise of warrants | - |
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| Share issuance costs | - |
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| Shares issued on exercise of warrants |
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| Stock-based compensation - consultants |
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| Stock-based compensation - officer |
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| Stock-based compensation - directors and CEO | - |
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| Net loss for the period ended March 31, 2024 | - |
(
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| Balance, March 31, 2024 |
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(
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| Shares to be issued on exercise of warrants | - |
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| Share issuance costs | - |
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| Shares issued on exercise of warrants |
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| Shares issued for services |
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| Stock-based compensation issued to consultants | - |
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| Stock-based compensation issued to officer | - |
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| Stock-based compensation - directors and CEO | - |
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| Net loss for the period ended June 30, 2024 | - |
(
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(
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| Balance, June 30, 2024 |
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$ |
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$ |
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$ |
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$ |
(
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) | $ |
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| Balance, December 31, 2024 |
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$ |
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$ |
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$ |
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$ |
(
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| Shares issued for cash |
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| Share issuance costs | - |
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| Shares issued for future share issuance costs |
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| Stock-based compensation - consultants |
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| Stock-based compensation - officer |
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| Net loss for the period ended March 31, 2025 | - |
(
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| Balance, March 31, 2025 |
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| Stock-based compensation - consultants |
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| Net loss for the period ended June 30, 2025 | - |
(
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(
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| Balance, June 30, 2025 |
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$ |
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$ |
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$ |
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$ |
(
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) | $ |
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The accompanying notes are an integral part of these condensed consolidated financial statements
| 5 |
Nevada Canyon Gold Corp.
Condensed Consolidated Statements of Cash Flow
(Unaudited)
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For the six months ended
June 30, |
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| 2025 | 2024 | |||||||
| OPERATING ACTIVITIES: | ||||||||
| Cash flows used in operating activities | ||||||||
| Net loss | $ |
(
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) | $ |
(
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| Adjustment to reconcile net loss to net cash used in operating activities: | ||||||||
| Fair value gain on equity investments |
(
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(
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| Stock-based compensation - directors and CEO |
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| Stock-based compensation - consultants |
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| Stock-based compensation - officer |
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| Stock-based compensation - investor awareness and marketing |
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| Exploration expenses associated with settlement of note and interest receivable |
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| Gain on sale of mineral property interest |
(
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| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses and other current assets |
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| Accounts payable and accrued liabilities |
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| Net cash used in operating activities |
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| INVESTING ACTIVITIES: | ||||||||
| Proceeds received from sale of mineral property interest |
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| Aquisition of mineral property and royalty interests |
(
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| Net cash provided by (used in) investing activities |
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| FINANCING ACTIVITIES: | ||||||||
| Proceeds from sale of common stock |
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| Proceeds from the exercise of warrants |
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| Share issuance costs |
(
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| Net cash provided by financing activities |
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| Net decrease in cash |
(
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(
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| Cash at beginning of period |
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| Cash at end of period | $ |
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$ |
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| NONCASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Shares of common stock issued for prepaid share issuance costs | $ |
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$ | |||||
| Settlement of note and interest receivable via reduction in exploration expenditures commitment | $ |
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$ | |||||
| Mineral interests acquired with related party payables, net | $ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements
| 6 |
NEVADA CANYON GOLD CORP.
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED
JUNE 30, 2025 AND 2024
(UNAUDITED)
NOTE 1 - NATURE OF BUSINESS
Nevada
Canyon Gold Corp. (the “Company”) was incorporated under the laws of the state of
Going Concern
The Company’s condensed consolidated financial statements are prepared using accounting principles generally accepted in the United States of America (“US GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company is in the business of acquiring and exploring mineral properties and royalty interests and has not generated or realized any revenues from these business operations. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable.
As of June 30, 2025, the Company’s management has assessed the Company’s ability to continue as a going concern. Management’s assessment is based on various factors, including historical and projected financial performance, liquidity, and other relevant circumstances. As of the date that these condensed consolidated financial statements are issued, the Company has sufficient cash to meet its working capital requirements and fund its exploration programs and general day-to-day operations for at least the next 12 months. This assessment takes into account the Company’s current cash balances as a result of the sale of the Company’s common shares under the offering statement on Form 1-A, a registration statement on Form S-1 (the “Offerings”), and expected future cash inflows from the Offerings, and future financing the management is planning to undertake.
While the Company believes it has the financial resources to continue its operations for the next 12 months, it is important to note that there are inherent uncertainties in projecting future cash flows, and there can be no assurance that these projections will be realized. The Company continues to closely monitor its financial position, market conditions, and other factors that may impact its ability to continue as a going concern. Management’s assessment is based on the information available as of the date of this report. If unforeseen events, adverse market conditions, or other factors negatively affect the Company’s financial position in the future, there may be a need to adjust the going concern assessment. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In the event that the Company’s ability to continue as a going concern becomes doubtful, adjustments to the carrying values of assets and liabilities, as well as additional disclosures, would be necessary.
NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The condensed consolidated financial statements of the Company have been prepared in accordance with US GAAP for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). They do not include all the information and footnotes required by US GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the consolidated financial statements for the year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K, filed with the SEC. The condensed consolidated financial statements should be read in conjunction with those consolidated financial statements included in Form 10-K. In the opinion of management, all adjustments considered necessary for fair statement, consisting solely of normal recurring adjustments, have been made. Operating results for the three and six months ended June 30, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.
| 7 |
Management
estimates that the Company’s 2025 effective tax rate will be
The Company’s basic earnings per share (“EPS”) is calculated by dividing its net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period, excluding unvested portion of restricted stock.
The Company’s diluted EPS is calculated by dividing its net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the period. Dilutive earnings per share includes any additional dilution from common stock equivalents, such as stock options, warrants, and convertible instruments, if the impact is not antidilutive. At June 30, 2025 and 2024, all of the Company’s outstanding warrants are excluded from the diluted earnings per share calculation because their impact would be anti-dilutive.
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09 ( Topic 740) Improvements to Income Tax Disclosures . The new guidance is intended to enhance annual income tax disclosures to address investor requests for more information about the tax risks and opportunities present in an entity’s operations. The amendments in this standard require disclosure of additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate (the rate reconciliation) for federal, state, and foreign income taxes. They also require greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold. In addition to new disclosures associated with the rate reconciliation, the amendments in this update require information pertaining to taxes paid (net of refunds received) to be disaggregated for federal, state, and foreign taxes and further disaggregated for specific jurisdictions to the extent the related amounts exceed a quantitative threshold. The amendments in this update are effective on January 1, 2025, for annual periods beginning after December 15, 2024, and early adoption is permitted. The Company adopted this update on January 1, 2025, and does not anticipate it to have a significant impact on its financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement. The new disclosure requirements are effective for the Company’s annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating the ASU to determine its impact on its condensed consolidated financial statements and disclosures.
Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
NOTE 3 – RELATED PARTY TRANSACTIONS
Amounts due to related parties at June 30, 2025 and December 31, 2024:
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June 30, 2025 |
December 31, 2024 |
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| Amounts due to a director and Chief Financial Officer (“CFO”) (a) | $ |
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$ |
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| Amounts due to a company controlled by a director and CFO (a) |
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| Amounts due to companies controlled by the Chief Executive Officer (“CEO”), and chairman of the board of directors of the Company (a,b) |
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| Total related party payables | $ |
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$ |
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| (a) |
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| 8 |
During the three and six months ended June 30, 2025 and 2024, the Company had the following transactions with its related parties:
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Three months ended
June 30, |
Six months ended
June 30, |
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| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Director stock-based compensation incurred to the Chairman of the Board and CFO | $ | $ |
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$ | $ |
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| Director stock-based compensation incurred to a director |
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| Director stock-based compensation incurred to CEO and director |
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| Officer stock-based compensation incurred to VP of Operations |
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| Related party transactions | $ | $ |
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$ |
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$ |
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See Note 4 – Mineral Property and Royalty Interests for further information on related party transactions and Note 6 – Stockholders’ Equity for further information regarding stock issued to related parties.
NOTE 4 – MINERAL PROPERTY AND ROYALTY INTERESTS
As
of June 30, 2025, the Company’s mineral property interests are comprised of the Lazy Claims Property, the Loman Property, the Agai-Pah
Property located in Nevada, and the Belshazzar Property located in Idaho. In addition, the Company holds a
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June 30, 2025 |
December 31, 2024 |
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| Mineral Property Interests | ||||||||
| Lazy Claims | $ | $ | ||||||
| Loman |
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| Agai-Pah |
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| Belshazzar |
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| Swales |
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| Sub-total, Mineral Property Interests |
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| Royalty Interests | ||||||||
| Olinghouse |
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| Palmetto |
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| Lapon Canyon (including Sleeper claims) |
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| Pikes Peak |
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| Sub-total, Royalty Interests |
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| Total Mineral Property and Royalty Interests | $ |
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$ |
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| 9 |
Mineral Property Interests
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 three and six months ended June 30, 2025 and 2024, the Company did not incur any expenses associated with the Lazy Claims.
Loman Property
In
December 2019, the Company acquired
During the three and six months ended June 30, 2025 and 2024, the Company did not incur any expenses associated with the Loman Claims.
Agai-Pah Property
On
May 19, 2021, the Company entered into an exploration lease with an 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 three and six months ended June 30, 2025, the Company spent $
Belshazzar Property
On
June 4, 2021, the Company entered into an exploration lease with an option to purchase agreement (the “Belshazzar Property Agreement”)
with Belshazzar Holdings, L.L.C. (“Belshazzar”),
| 10 |
Full
consideration of the Belshazzar Property Agreement consists of the following: (i) an initial cash payment of $
During
the three and six months ended June 30, 2025, the Company spent $
Swales Property
On
December 27, 2021, the Company entered into an exploration lease with an 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 $
At
December 31, 2024, the Company accrued the third $
On
June 9, 2025, the Company entered into a Property Asset Purchase Agreement to sell its right to the Swales Property
Agreement for a total consideration of $
During the three and six months ended June 30, 2025 and 2024, the Company did not incur any expenses associated with the Swales Property.
| 11 |
Royalty Interests
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
”
),
Under
the terms of the Olinghouse Agreement, the Company was required to make an initial cash option payment of $
On
December 23, 2022, the Company and Target agreed to extend the Olinghouse purchase option for an additional one-year term, expiring on
December 17, 2023, for a one-time cash payment of $
On
August 14, 2024, the Company made the final $
During the three and six months ended June 30, 2025 and 2024, the Company did not incur any expenses associated with the Olinghouse Project.
Palmetto Project
On
January 27, 2022,
To
acquire the
During the three and six months ended June 30, 2025 and 2024, the Company did not incur any expenses associated with the Palmetto Project.
Lapon Canyon Project
On
May 24, 2024,
The
Lapon Canyon Project consists of 96 unpatented lode mining claims identified as the Sleeper and Lapon Rose claim groups situated in Mineral
County, Nevada, within the northern portion of the Walker Lane gold trend. In addition, the Company also acquired an additional
During the three and six months ended June 30, 2025 and 2024, the Company did not incur any expenses associated with the Lapon Canyon Project.
Pikes Peak Project
On
June 12, 2024, the Company acquired a
During the three and six months ended June 30, 2025 and 2024, the Company did not incur any expenses associated with the Pikes Peak Project.
| 12 |
Lapon Canyon Exploration Stream Earn-in Project
On
January 31, 2025,
The
Earn-in Agreement provides that, subject to certain conditions, WRR will grant the Company an exclusive right to earn and purchase either
(i) an undivided
On
the closing of the Earn-in Agreement, the $
During
the three and six months ended June 30, 2025, the Company incurred $
NOTE 5 – INVESTMENT IN EQUITY SECURITY
As at June 30, 2025 and December 31, 2024, the Company’s equity investment consisted of common shares of WRR.
At
June 30, 2025 and December 31, 2024, the fair value of the equity investment was $
During
the three and six months ended June 30, 2025, the revaluation of the equity investment in WRR resulted in a $
The Company did not sell any WRR Shares during the three and six months ended June 30, 2025 and 2024.
NOTE 6 – 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.
On
October 3, 2024, the Company entered into a common stock purchase agreement (the “Purchase Agreement”) with an institutional
investor (the “Investor”), which provides that the Company may sell to the Investor up to $
| 13 |
Under
the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement, the Company has the right, but not the
obligation, to sell to the Investor, and the Investor is obligated to purchase up to $
Upon
entering into the Purchase Agreement, the Company agreed to issue to the Investor $
During
the six months ended June 30, 2025, the Company issued a total of
shares under the Purchase Agreement at an average cost of $
per share for total proceeds of $
Warrants
The changes in the number of warrants outstanding for the six months ended June 30, 2025, and for the year ended December 31, 2024, are as follows:
|
Six months ended June 30, 2025 |
Year ended December 31, 2024 |
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Number of warrants |
Weighted average exercise price |
Number of warrants |
Weighted average exercise price |
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| Warrants outstanding, beginning |
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$ |
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$ |
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| Warrants exercised | n/a |
(
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) | $ |
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| Warrants outstanding, ending |
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$ |
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$ |
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Number of warrants exercisable |
Expiry date |
Exercise price |
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(1) | $ |
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$ |
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$ |
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(2) | $ |
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$ |
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$ |
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(2) | $ |
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$ |
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| (1) |
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At June 30, 2025, the weighted remaining average life of the warrants was years.
| 14 |
Share-based compensation
|
Three months ended
June 30, |
Six months ended
June 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Directors and CEO | $ | $ |
|
$ | $ |
|
||||||||||
| Officer – VP of Operations |
|
|
|
|||||||||||||
| Consultants |
|
|
|
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| $ |
|
$ |
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$ |
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$ |
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|||||||||
Officer – VP of Operations:
On February 24, 2023, the Company entered into a consulting agreement with the Company’s Vice President of Operations (the “VP Agreement”). The Company agreed to issue shares of its common stock for the services. The shares vested ratably over a two-year period, beginning March 1, 2023, and vested shares were distributed quarterly. The fair value of the shares was $ or $ per share based on the trading price of the Company’s common stock on the date the service period began. As at June 30, 2025, the Company had distributed all the shares under the VP Agreement and no future compensation will be recognized for this award.
Consultants:
On February 24, 2023, the Company entered into two separate consulting agreements with consultants (the “Consulting Agreements”) in exchange for a total of shares of its common stock. All shares vest ratably over three years, beginning March 1, 2023, and vested shares are distributed quarterly. The fair value of the shares was $ or $ per share based on the trading price of the Company’s common stock on the date the service period began. As at June 30, 2025, the Company had distributed a total of shares under the Consulting Agreements.
Unvested compensation related to the Shares to be issued under the Consulting Agreements of $ will be recognized over the next .
Equity Incentive Plan
On May 5, 2025, the Board of Directors approved the Company’s 2025 Equity Incentive Plan (the “Plan”), which was subsequently approved by stockholders on June 27, 2025, at the Company’s annual meeting of shareholders. The Plan provides for the issuance of up to common shares, with an annual increase of up to 4% of the Company’s outstanding common shares at the discretion of the Board. The Plan allows for the grant of incentive and nonqualified stock options, restricted stock, stock awards, and performance shares. As of the reporting date, no awards have been granted under the Plan.
NOTE 7 – PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets at June 30, 2025, and December 31, 2024:
|
June 30, 2025 |
December 31, 2024 |
|||||||
| Prepaid advertising and investor relations services (1) | $ |
|
$ |
|
||||
| Prepaid stock issuance costs and other fees |
|
|
||||||
| Prepaid insurance costs |
|
|||||||
| Prepaid consulting fees |
|
|
||||||
| Interest accrued on note receivable |
|
|||||||
| Total | $ |
|
$ |
|
||||
| (1) |
|
NOTE 8 – NOTE RECEIVABLE
On
December 19, 2024, the Company advanced to WRR $
Upon
signing of the Earn-in Agreement with WRR, on January 31, 2025 (Note 4), the $
As
at June 30, 2025, the Company had recognized $
| 15 |
Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations
Forward-looking Statements
This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I of this report include 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.
Examples of forward-looking statements in this Quarterly Report on Form 10-Q include, but are not limited to, our expectations regarding our ability to generate operating cash flows and to fund our working capital and capital expenditure requirements. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding demand for our future products, the timing and cost of capital expenditures, competitive conditions and general economic conditions. These assumptions could prove inaccurate. Although we believe that the estimates and projections reflected in the forward-looking statements are reasonable, our expectations may prove to be incorrect. Important factors that could cause actual results to differ materially from the results and events anticipated or implied by such forward-looking statements include:
| ● | management’s plans, objectives and budgets for its future operations and future economic performance; | |
| ● | capital budget and future capital requirements; | |
| ● | meeting future capital needs; | |
| ● | our dependence on management and the need to recruit additional personnel; | |
| ● | limited trading for our common stock; | |
| ● | the level of future expenditures; | |
| ● | impact of recent accounting pronouncements; | |
| ● | the outcome of regulatory and litigation matters; and | |
| ● | the assumptions described in this report underlying such forward-looking statements. |
Actual results and developments may materially differ from those expressed in, or implied by, such statements due to a number of factors, including:
| ● | those described in the context of such forward-looking statements; | |
| ● | future product development and marketing costs; | |
| ● | the markets of our domestic operations; | |
| ● | the impact of competitive products and pricing; | |
| ● | the political, social and economic climate in which we conduct operations; and | |
| ● | the risk factors described in other documents and reports filed with the Securities and Exchange Commission, including our Registration Statement on Form S-1/A (SEC File No. 333-196075). |
| 16 |
We operate in an extremely competitive environment. New risks emerge from time to time. It is not possible for us to predict all of those risks, nor can we assess the impact of all of those risks on our business or the extent to which any factor may cause actual results to differ materially from those contained in any forward-looking statement. We believe these forward-looking statements are reasonable. However, you should not place undue reliance on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date they are made, and unless required by law, we expressly disclaim any obligation or undertaking to update publicly any of them in light of new information or future events.
The following is management’s discussion and analysis of financial condition and results of operations and is provided as a supplement to the accompanying unaudited condensed consolidated financial statements and notes to help provide an understanding of our financial condition, results of operations and cash flows during the periods included in the accompanying unaudited condensed consolidated financial statements.
In this Quarterly Report on Form 10-Q, “Company,” “the Company,” “us,” and “our” refer to Nevada Canyon Gold Corp. and our wholly-owned subsidiaries, Nevada Canyon LLC and Canyon Carbon LLC, incorporated in Nevada, unless the context requires otherwise.
We intend the following discussion to assist in the understanding of our financial position and our results of operations for the three and six months ended June 30, 2025 and 2024. You should refer to the Condensed Consolidated Financial Statements and related Notes in conjunction with this discussion.
General
We were incorporated under the laws of the state of Nevada on February 27, 2014. 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.
We are a US-based natural resource company headquartered in Reno, Nevada. The Company has a large, strategic land position and royalties, in multiple projects, within some of Nevada’s highest-grade historical mining districts. As of the date of the filing of this Quarterly report on Form 10-Q our mineral property and royalty interests are comprised of the Lazy Claims Property, the Loman Property, and the Agai-Pah Property located in Mineral County, Nevada, and the Belshazzar Property located in Quartzburg mining district, Boise County, Idaho. In addition, we acquired a 1% production royalty on the Olinghouse Project, located in the Olinghouse Mining District, Washoe County, Nevada, 2% net smelter returns royalty (“NSR”) on the Palmetto Project located in Esmeralda County, Nevada, 2% NSR on the Lapon Canyon Project, 1% NSR on 36 Sleeper claims included in the Lapon Canyon Project, 2% NSR on the Pikes Peak Project which are located in Mineral County, Nevada, and a 2% NSR on the Swales Property located in Elko County, Nevada.
Critical Accounting Policies and Estimates
Our consolidated financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States of America (“US GAAP”) and are presented in US dollars. US GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to US GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our condensed consolidated financial statements.
The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2025 and 2024, together with notes thereto, which are included in this Quarterly Report on Form 10-Q, as well as our most recent audited consolidated financial statements on Form 10-K for the year ended December 31, 2024.
| 17 |
Recent Corporate Developments
On January 28, 2025, we completed the initial Phase I exploration programs on two accelerator properties, the Agai-Pah Property and the Swales Property. Phase I of the Agai-Pah exploration program consisted of reconnaissance prospecting, geological mapping, surface sampling of old workings, mine dumps and the mapping relocation of historical workings on the property. The Phase I program was designed to expand and provide confirmation of a historical geological mapping and sampling program on the Property. The additional information on the Phase I exploration program is provided in the Unproved Mineral Properties and Royalty Interests section of this Form 10-Q.
On January 31, 2025, we entered into an Exploration Stream Earn-in Agreement (the “Earn-in Agreement”) with Walker River Resources, LLC, to explore and develop the Lapon Canyon Project. The Earn-in Agreement grants the Company the exclusive right to earn and purchase up to a 50% interest in the Lapon Canyon Project by funding cumulative exploration expenses of $5,000,000 over a three-year period.
The Earn-in Agreement provides that, subject to certain conditions, Walker River will grant the Company an exclusive right to earn and purchase either (i) an undivided 50% interest (the “Earned Interest”) in the Lapon Canyon Project, or (ii) alternatively, a production royalty in the Lapon Canyon Project. The Company has the right to accelerate the completion of the Minimum Work Requirements and exercise its Earn-In Right at our discretion.
Upon acquisition of the 50% Earned Interest, the parties will form a Nevada limited liability company (the “Joint Venture LLC”) and contribute the Lapon Canyon Project to the Joint Venture LLC for the joint development and operation. Each party will fund its pro-rata share of future expenditures on the Lapon Canyon Project or face dilution of its interest in the Joint Venture LLC. If a party’s interest in the Joint Venture LLC is diluted below 10%, its interest will be converted to a 2% NSR royalty on the Lapon Canyon Project, subject to a buy-down option to 1% exercisable at any time for the payment of $2,500,000.
On the closing of the Earn-in Agreement, the $200,000 principal we advanced under a promissory note dated December 19, 2024, including accrued interest of $2,835, was deemed satisfied in full and credited toward Nevada Canyon’s exploration expenses obligations for the first Annual Period. During the six months ended June 30, 2025, we incurred an additional $161,430 in qualifying exploration expenditures on the Lapon Canyon Project.
On February 21, 2025, we entered into a marketing consulting services agreement (the “Agreement”) with Spark Newswire Inc. (“Spark”). Pursuant to the Agreement, Spark has agreed to provide certain investor relations, consulting and advisory services, which include social media brand awareness and digital advertising campaigns, content and communication strategy, and technical market analysis services. Spark’s engagement is for an initial term of six months (the “Initial Term”) beginning in March 2025, subject to extension by mutual agreement. In consideration for the services, we paid $300,000. Following the Initial Term, the Company may elect to continue with an active monthly budget or switch to a monthly maintenance budget of $50,000 that provides for reduced services.
On June 9, 2025, we entered into a Property Asset Purchase Agreement with Metals One Nevada Inc., a wholly owned subsidiary of Metals One Plc. (“Metals One”) to sell our right to Swales Property Agreement for a total consideration of $100,000 cash and the grant of a 2% net smelter royalty on the initial 40 claims included in the Swales Property, and an additional 99 unpatented mining claims acquired by the purchaser and added to the Swales Property. The Company recognized a gain on the sale of mineral interest of $20,000 for the three and six months ended June 30, 2025.
| 18 |
Results of Operations
Three and six months ended June 30, 2025, compared to the three and six months ended June 30, 2024:
|
Three months
ended June 30, |
Changes between the |
Six months
ended June 30, |
Changes between the | |||||||||||||||||||||
| 2025 | 2024 | periods | 2025 | 2024 | periods | |||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||
| Investor awareness and marketing | $ | 154,776 | $ | 359,367 | $ | (204,591 | ) | $ | 542,126 | $ | 777,642 | $ | (235,516 | ) | ||||||||||
| Consulting fees | 134,166 | 124,166 | 10,000 | 258,333 | 248,646 | 9,687 | ||||||||||||||||||
| Director and officer compensation | - | 420,768 | (420,768 | ) | 116,667 | 841,534 | (724,867 | ) | ||||||||||||||||
| Exploration expense | 103,956 | - | 103,956 | 374,640 | - | 374,640 | ||||||||||||||||||
| Gain on sale of mineral property interest | (20,000 | ) | - | 20,000 | (20,000 | ) | - | 20,000 | ||||||||||||||||
| General and administrative | 19,989 | 22,272 | (2,283 | ) | 38,062 | 38,279 | (217 | ) | ||||||||||||||||
| Professional fees | 13,270 | 7,250 | 6,020 | 33,962 | 27,715 | 6,247 | ||||||||||||||||||
| Transfer agent and filing fees | 22,508 | 4,559 | 17,949 | 34,110 | 15,274 | 18,836 | ||||||||||||||||||
| 428,665 | 938,382 | (509,717 | ) | 1,377,900 | 1,949,090 | (571,190 | ) | |||||||||||||||||
| Other income (expense) | ||||||||||||||||||||||||
| Fair value gain (loss) on equity investments | 1,471 | (38,524 | ) | 39,995 | 3,305 | 18,674 | (15,369 | ) | ||||||||||||||||
| Foreign exchange loss | (498 | ) | (1 | ) | (497 | ) | (498 | ) | (7 | ) | (491 | ) | ||||||||||||
| Interest income | 62,575 | 111,578 | (49,003 | ) | 127,706 | 225,649 | (97,943 | ) | ||||||||||||||||
| Total other income | 63,548 | 73,053 | (9,505 | ) | 130,513 | 244,316 | (113,803 | ) | ||||||||||||||||
| Net loss | $ | 365,117 | $ | 865,329 | $ | (500,212 | ) | $ | 1,247,387 | $ | 1,704,774 | $ | (457,387 | ) | ||||||||||
Revenues
We had no revenues for the three and six months ended June 30, 2025 and 2024. Due to the exploration rather than the production nature of our business, we do not expect to have significant operating revenue in the foreseeable future.
Operating Expenses
During the three months ended June 30, 2025, our operating expenses decreased by $509,717 or 54%, to $428,665 as compared to $938,382 for the three months ended June 30, 2024. Our largest expense item was associated with $154,776 we incurred in investor awareness and marketing expenses, which during the three months ended June 30, 2025, decreased by $204,591, from $359,367 we incurred during the three months ended June 30, 2024. Our second largest expense was associated with consulting fees of $134,166, which increased by $10,000, as compared to $124,166 we incurred during the three months ended June 30, 2024. Our exploration expenses increased to $103,956; of this amount $97,803 was incurred under the Earn-in Agreement with Walker River. We did not incur any exploration expenses during the comparative three months ended June 30, 2024. Our transfer agent and filing fees increased by $17,949 to $22,508 for the three months ended June 30, 2025, and professional fees increased by $6,020 to $13,270 for the same period.
Our director and officer compensation decreased to $Nil from $420,768 we incurred during the three months ended June 30, 2024; the absence of these costs resulted from the shares we issued to our three directors on December 30, 2021, being fully recognized as of December 31, 2024, and full vesting of the shares we granted to our VP of Operations on February 24, 2023 as at February 28, 2025.
Our operating expenses for the three months ended June 30, 2025, included a $20,000 gain on the sale of our Swales Property in exchange for a 2% NSR and a cash payment of $100,000. We did not have similar transactions during the comparative period ended June 30, 2024.
On a year-to-date basis, our operating expenses decreased by $571,190 or 29%, to $1,377,900 as compared to $1,949,090 for the six months ended June 30, 2024. Our largest expense item was associated with $542,126 we incurred in investor awareness and marketing expenses, which during the six months ended June 30, 2025, decreased by $235,516, from $777,642 we incurred during the six months ended June 30, 2024. Our second largest expense was associated with $374,640 we incurred in exploration expenses, which included $364,265 we incurred under the Earn-in Agreement with Walker River, of which $202,835 represented the note and interest receivable from Walker River that was converted to exploration expense. We did not incur any exploration expenses during the comparative six months ended June 30, 2024. Our consulting fees increased by $9,687 to $258,333 as compared to $248,646 we incurred during the six months ended June 30, 2024. Our director and officer compensation decreased to $116,667 from $841,534 we incurred during the six months ended June 30, 2024; this decrease resulted from the shares we issued to our three directors on December 30, 2021, being fully recognized as of December 31, 2024, and full vesting of the shares we granted to our VP of Operations on February 24, 2023 as at February 28, 2025.
| 19 |
Our transfer agent and filing fees increased by $18,836 to $34,110 for the six months ended June 30, 2025, and professional fees increased by $6,247 to $33,962 for the same period.
Our operating expenses for the six months ended June 30, 2025, included a $20,000 gain on the sale of our Swales Property in exchange for a 2% NSR and a cash payment of $100,000. We did not have similar transactions during the comparative period ended June 30, 2024.
Other Income (Expense)
During the three months ended June 30, 2025, we recognized a $1,471 gain on fair value of investments in equity securities (June 30, 2024 – $38,524 loss), which was mainly caused by the fluctuation of exchange rates between the US and Canadian dollars, as market price of WRR Shares decreased from CAD$0.175 per share at March 31, 2025, to CAD$0.17 per share at June 30, 2025. In addition, we earned $62,575 in interest income, which decreased in comparison to $111,578 we earned during the three months ended June 30, 2024, as a result of reduced cash balances we held in our bank accounts. During the same period, we recognized a $498 loss due to fluctuations in foreign exchange rates.
During the six months ended June 30, 2025, we recognized a $3,305 gain on fair value of investments in equity securities (June 30, 2024 – $18,674), which was mainly caused by the fluctuation of exchange rates between the US and Canadian dollars, as market price of WRR Shares at June 30, 2025, and December 31, 2024, remained the same CAD$0.17 per share. In addition, we earned $127,706 in interest income, which decreased in comparison to $225,649 we earned during the six months ended June 30, 2024, as a result of reduced cash balances we held in our bank accounts. During the same period, we recognized a $498 loss due to fluctuations in foreign exchange rates.
Net Loss
During the three months ended June 30, 2025, we incurred net loss of $365,117, as compared to net loss of $865,329 we incurred during the three months ended June 30, 2024. This change mainly resulted from the absence of director and officer compensation, decreased investor awareness and marketing expenses, and gain on the sale of our interest in the Swales Property. These changes were in part offset by increased exploration expenses, decreased interest income, and decreased gain on fair value of equity investments.
During the six months ended June 30, 2025, we incurred net loss of $1,247,387, as compared to net loss of $1,704,774 we incurred during the six months ended June 30, 2024. This change mainly resulted from the reduced director and officer compensation, decreased investor awareness and marketing expenses, and gain on the sale of our interest in the Swales Property. These changes were in part offset by increased exploration expenses, decreased interest income, and decreased gain on fair value of equity investments.
Liquidity and Capital Resources
|
June 30, 2025 |
December 31, 2024 |
|||||||
| Current assets | $ | 7,062,571 | $ | 7,548,918 | ||||
| Current liabilities | 1,364,764 | 1,314,447 | ||||||
| Working capital | $ | 5,697,807 | $ | 6,234,471 | ||||
As of June 30, 2025, we had a cash balance of $6,740,706 and working capital of $5,697,807 with cash flows used in operations totaling $663,604 for the six months then ended. During the six months ended June 30, 2025, our operations were funded with cash on hand. The cash that we had on hand at June 30, 2025, was generated from the issuance of 12,499,343 Units under the offering statement on Form 1-A (the “Offering”) for net cash proceeds of $9,598,012, which we closed during the year ended December 31, 2023, from exercise of warrants we issued as part of the Offering, and to a smaller extent, cash generated from sale of shares under the registration statement on Form S-1 (the “Registration Statement”).
| 20 |
Due to the exploration rather than the production nature of our business, our operating activities do not generate cash flows and cannot satisfy our cash requirements. However, we believe that the cash we were able to generate from the Offering as well as from the Registration Statement will allow us to support our operations including our planned exploration programs and the general day-to-day business activities for the next 12-month period. We will continue to look for opportunities to generate additional cash through future equity or debt financings.
Cash Flow
|
Six Months Ended June 30, |
||||||||
| 2025 | 2024 | |||||||
| Cash flows used in operating activities | $ | (663,604 | ) | $ | (568,670 | ) | ||
| Cash flows provided by (used in) investing activities | 80,000 | (495,000 | ) | |||||
| Cash flows provided by financing activities | 288,149 | 426,164 | ||||||
| Net decrease in cash during the period | $ | (295,455 | ) | $ | (637,506 | ) | ||
Net cash used in operating activities
During the six months ended June 30, 2025, net cash used in operating activities increased by $94,934 or 17%, to $663,604 for the six months ended June 30, 2025, compared with $568,670 for the comparative period in 2024. During the six months ended June 30, 2025, we used $717,856 to cover our cash operating costs, which were determined by reducing our net loss of $1,247,387 by non-cash items included in the net loss of $529,531. This use of cash was in part offset by a decrease in our prepaid expenses of $23,935 and by a $30,317 increase in accounts payable and accrued liabilities.
During the six months ended June 30, 2024, our net cash used in operating activities was $568,670. During the six months ended June 30, 2024, we used $548,305 to cover our cash operating costs, which were determined by reducing the net loss of $1,704,774 the Company incurred during the period, by non-cash items included in the net loss of $1,156,469; $18,040 to decrease our accounts payable and $2,325 to increase our prepaid expenses.
Adjustments to reconcile net loss to net cash used in operating activities
During the six months ended June 30, 2025, we recognized $3,305 gain on revaluation of fair value of our investment in WRR Shares and $20,000 gain on sale of our interest in Swales Property. In addition, we recognized $116,667 on vesting of shares awarded to our VP of Operations and $233,334 on vesting of shares we awarded to our consultants, in accordance with the agreements we executed in February of 2023. An additional $202,835 were associated with conversion of the balance receivable under the note and interest receivable from WRR into eligible exploration expenditures under the Earn-in Agreement with WRR.
During the six months ended June 30, 2024, we recognized $18,674 gain on revaluation of fair value of our investments in WRR Shares. In addition, we recognized $491,534 in director and CEO compensation associated with the par-value shares we distributed to our directors and CEO on December 30, 2021, $350,000 and $233,334 we recorded on vesting of shares awarded to our VP of Operations and to our consultants, respectively, in accordance with the agreements we executed in February of 2023, and $100,275 we recorded on issuance of 35,000 shares to our consultant for investor awareness and marketing services.
Net cash used in (provided by) investing activities
During the six months ended June 30, 2025, we spent $20,000, to make an option payment on our Swales Property, which were initially accrued at December 31, 2024. This use of funds was offset by $100,000 we received on the sale of our interest in the Swales Property.
During the six months ended June 30, 2024, we spent $20,000, to make an option payment on our Swales Property, which was initially accrued at December 31, 2023, $325,000 to acquire NSR on Lapon Canyon Project, and $150,000 to acquire NSR on Pikes Peak Project.
| 21 |
Net cash provided by financing activities
During the six months ended June 30, 2025, we issued 180,000 shares for total proceeds of $288,149 under the Registration Statement.
During the six months ended June 30, 2024, we issued 363,625 shares for total proceeds of $436,350 on exercise of the Warrants issued as part of the Offering, which the Company closed in its fiscal 2023 year. Of this amount, $18,000 was received during the year ended December 31, 2023, and $10,500 were received during the six-month period ended June 30, 2024, for which 8,750 Common Shares were issued subsequent to June 30, 2024. The Company paid $2,686 in share issuance costs associated with exercise of these Warrants.
Going Concern
At June 30, 2025, we had a working capital surplus of $5,697,807 and cash on hand of $6,740,706, which is sufficient to support our current plan of operations, including exploration programs, for the next 12-month period. Our investment in equity security is represented by 511,750 WRR Shares valued at $63,767.
To support our operations beyond the 12-month period, we are planning to continue actively pursuing other means of financing our operations, including equity and/or debt financing. In October of 2024, we filed a registration statement on Form S-1 with the SEC, which was made effective November 8, 2024. Under the registration statement, we can sell up to an additional $25,000,000 shares of our common stock, of which we sold 180,000 shares during the six months ended June 30, 2025.
Given the current market and industry conditions, we cannot be sure that we will be able to procure additional funding. If operating difficulties or other factors (many of which are beyond our control) delay our realization of revenues or cash flows from operations, we may be limited in our ability to pursue our business plan. Moreover, if our resources from obtaining additional capital or cash flows from operations, once we commence them, do not satisfy our operational needs or if unexpected expenses arise due to unanticipated pressures or if we decide to expand our business plan beyond its currently anticipated level or otherwise, we will require additional financing to fund our operations, in addition to anticipated cash generated from our operations. Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited. In a worst-case scenario, we might not be able to fund our operations or to remain in business, which could result in a total loss of our stockholders’ investment. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders would be reduced, and these newly issued securities might have rights, preferences, or privileges senior to those of existing stockholders.
Impact of Inflation
We believe that inflation has had a negligible effect on operations over the past fiscal quarter.
Capital Expenditures
During the six months ended June 30, 2025 and 2024 we used $20,000, each, to make option payments on our Swales Property, which were initially accrued at December 31, 2024 and 2023. In addition, during the six-month period ended June 30, 2024, we used $475,000 to acquire royalty interests.
Mineral Properties and Royalty Interests
As of the date of this Quarterly report on Form 10-Q, our mineral property interests are comprised of the Lazy Claims Property, the Loman Property, and the Agai-Pah Property located in Mineral County, Nevada, and the Belshazzar Property located in Quartzburg mining district, Boise County, Idaho. In addition, we hold a 2% net smelter returns royalty (“NSR”) on the Palmetto Project, located in Esmeralda County, Nevada, a 2% NSR on the Lapon Canyon Project, a 1% NSR on 36 Sleeper claims included in the Lapon Canyon Project, a 2% NSR on the Pikes Peak Project which are located in Mineral County, Nevada, a 2% NSR on the Swales Property located in Elko County, Nevada, and a 1% production royalty on the Olinghouse Project, located in the Olinghouse Mining District, Washoe County, Nevada.
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During the quarter ended March 31, 2025, we were focused on exploration of the Swales and Agai Pah Properties in Nevada. During the quarter ended June 30, 2025, we sold our interest in the Swales Property in exchange for a 2% NSR and a $100,000 cash payment, as the exploration focus had shifted to the Lapon Canyon Project under the Exploration Stream Earn-in Agreement with Walker River Resources. Remaining mineral property interests are considered secondary, and exploration efforts on these may be rescheduled to accommodate exploration programs scheduled for Agai Pah Property and the Lapon Canyon Project.
Lapon Canyon Exploration Stream Earn-in Project (Exploration Phase)
On January 31, 2025, the Company, through Nevada Canyon, LLC, entered into an Exploration Stream Earn-in Agreement (the “Earn-in Agreement”) with Walker River Resources Corp. (“WRR”), to explore and develop the Lapon Canyon Project. The Earn-in Agreement grants the Company the exclusive right to earn and purchase up to a 50% interest in the Lapon Canyon Project by funding cumulative exploration expenses of $5,000,000 over a three-year period.
The Earn-in Agreement provides that, subject to certain conditions, WRR will grant the Company an exclusive right to earn and purchase either (i) an undivided 50% interest (the “Earned Interest”) in the Lapon Canyon Project, or (ii) alternatively, a production royalty in the Lapon Canyon Project. The Company has the right to accelerate the completion of the Minimum Work Requirements and exercise its Earn-In Right at its discretion.
Upon acquisition of the 50% Earned Interest, the parties will form a Nevada limited liability company (the “Joint Venture LLC”) and contribute the Lapon Canyon Project to the Joint Venture LLC for the joint development and operation. Each party will fund its pro-rata share of future expenditures on the Lapon Canyon Project or face dilution of its interest in the Joint Venture LLC. If a party’s interest in the Joint Venture LLC is diluted below 10%, its interest will be converted to a 2% Net Smelter Returns royalty on the Lapon Canyon Project, subject to a buy-down option to 1% exercisable at any time for the payment of $2,500,000.
On the closing of the Earn-in Agreement, the $200,000 principal the Company advanced under the Promissory Note dated December 19, 2024, including accrued interest of $2,835, was deemed satisfied in full and credited toward Nevada Canyon’s exploration expenses obligations for the first annual period.
During the three and six months ended June 30, 2025, the Company incurred $97,803 and $364,265, respectively, in qualifying exploration expenditures on the Lapon Canyon Project, of which $202,835 incurred during the first quarter ended March 31, 2025, was associated with the note and interest receivable from Walker River. The Company did not incur any expenses associated with the Lapon Canyon Project during the comparative three and six months ended June 30, 2024. The Company did not have any plant nor equipment associated with the Lapon Canyon Exploration Stream Earn-in Project.
Agai-Pah Property (Exploration Phase)
On May 19, 2021, the Company entered into an exploration lease with an 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, located in Nevada about 10 miles northeast of the town of Hawthorne (the “Agai-Pah Property”). Alan Day, the managing member of MSM, is the CEO and chairman of the board of the Company.
The term of the Agreement commenced on May 19, 2021, and continues for ten years, subject to the Company’s right to extend the Agai-Pah Property Agreement for two additional terms of ten years each, and subject to the Company’s option to purchase the Property.
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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. As at June 30, 2025, the Company accrued the fourth $20,000 anniversary payment, which was paid on August 6, 2025.
During the three and six months ended June 30, 2025, the Company spent $3,859 and $8,081, respectively, in exploration expenses associated with the Agai-Pah Property. The Company did not incur any expenses associated with the Agai-Pah Property during the comparative three and six months ended June 30, 2024.
As of June 30, 2025, the total cost of the Agai-Pah Property was $100,000, with an additional $27,266 spent on the exploration program, which started in the fall of 2024. The Company had no plant or equipment associated with the Agai-Pah Property.
Lazy Claims Property (Exploration Phase)
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. 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, paid upon the execution of the Lazy Claims Agreement, with $2,000 payable to Tarsis on each subsequent anniversary of the effective date. The Company 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. Should the Lazy Claims Royalty payments to Tarsis be in excess of $2,000 per year, the Company will not be required to pay a $2,000 annual minimum payment.
During the three and six months ended June 30, 2025 and 2024, the Company did not incur any expenses associated with the Lazy Claims.
As of June 30, 2025, the total cost of the Lazy Claims Property was $Nil, and it had no plant nor equipment associated with it.
Loman Property (Exploration Phase)
In December 2019, the Company acquired 27 mining claims for a total of $10,395. The claims were acquired by the Company from a third party.
During the three and six months ended June 30, 2025 and 2024, the Company did not incur any expenses associated with the Loman Claims.
As of June 30, 2025, the total cost of the Loman Property was $10,395, and it had no plant nor equipment associated with it.
Belshazzar Property (Exploration Phase)
On June 4, 2021, the Company entered into an exploration lease with an option to purchase agreement (the “Belshazzar Property Agreement”) with Belshazzar Holdings, L.L.C. (“Belshazzar”), a Nevada Limited Liability Corporation on the Belshazzar Property, consisting of ten unpatented lode mining claims and seven unpatented placer mineral claims totaling 200 acres, located in Idaho (the “Belshazzar Property”). Alan Day, the managing member of Belshazzar, is the CEO and chairman of the board of the Company.
The term of the Belshazzar Property Agreement commenced on June 4, 2021, and continues for ten years, subject to the Company’s right to extend the Belshazzar Property Agreement for two additional terms of ten years each, and subject to the Company’s option to purchase the Belshazzar Property.
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Full consideration of the Belshazzar Property Agreement consists of the following: (i) an initial cash payment of $20,000 to be paid within 90 days from the execution of the Belshazzar Property Agreement on June 4, 2021 (the “effective date”), and (ii) annual payments of $20,000 to be paid on the anniversary of the Effective Date while the Belshazzar Property Agreement remains in effect. The Company has the exclusive option and right to acquire 100% ownership of the Belshazzar Property (the “Belshazzar Purchase Option”). To exercise the Belshazzar Purchase Option, the Company will be required to pay $800,000 (the “Belshazzar Purchase Price”). The Belshazzar Purchase Price can be paid in either cash and/or equity of the Company, or a combination thereof, at the election of Belshazzar. The annual payments paid by the Company to Belshazzar, shall not be applied or credited against the Belshazzar Purchase Price. The Belshazzar Property is subject to a 1% Gross Returns Royalty payable to the property owner, from the commencement of commercial production subject to certain terms. As at June 30, 2025, the Company accrued the fourth $20,000 anniversary payment, which was paid on August 6, 2025.
During the three and six months ended June 30, 2025 and 2024, the Company spent $2,294 in exploration expenses associated with the Belshazzar Property (2024 - $Nil).
As of June 30, 2025, the total cost of the Belshazzar Property was $100,000, with an additional $6,214 spent in exploration expenses. The Company had no plant nor equipment associated with the Belshazzar Property.
Swales Property (Exploration Phase)
On December 27, 2021, the Company entered into an exploration lease with an 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 located in Nevada (the “Swales Property”).
The term of the Swales Property Agreement commenced on December 27, 2021, and continues for ten years, subject to the Company’s right to extend the Swales Property Agreement for two additional terms of ten years each, and subject to the Company’s option to purchase the Swales Property.
Full consideration of the Swales Property Agreement consists of the following: (i) an initial cash payment of $20,000 to be paid within 90 days from the execution of the Swales Property Agreement on December 27, 2021 (the “Effective Date”), and (ii) annual payments of $20,000 to be paid on the anniversary of the Effective Date while the Swales Property Agreement remains in effect. The Company has the exclusive option and right to acquire 100% ownership of the Swales Property (the “Swales Purchase Option”). To exercise the Swales Purchase Option, the Company will be required to pay $750,000 (the “Swales Purchase Price”). The Swales Purchase Price can be paid in either cash and/or equity of the Company, or a combination thereof, at the election of Mr. Parks. The annual payments paid by the Company to Mr. Parks, shall not be applied or credited against the Swales Purchase Price.
At December 31, 2024, the Company accrued the third $20,000 anniversary payment, which was paid on February 27, 2025.
On June 9, 2025, the Company entered into a Property Asset Purchase Agreement to sell its right to the Swales Property Agreement for a total consideration of $100,000 cash and the grant of a 2% net smelter royalty on the initial 40 claims included in the Swales Property, and an additional 99 unpatented mining claims acquired by the purchaser and added to the Swales Property. The Company recognized a gain on the sale of mineral interest of $20,000 for the three and six months ended June 30, 2025.
During the three and six months ended June 30, 2025 and 2024, the Company did not incur any expenses associated with the Swales Property.
Royalty Interests
Olinghouse Project (Development and Exploration Phase)
On December 17, 2021, the Company’s wholly-owned subsidiary, Nevada Canyon, LLC, entered into an Option to Purchase Agreement (the “ Olinghouse Agreement”) with Target Minerals, Inc (“Target ” ), a private Nevada company, to acquire 100% interest of Target’s 1% production royalty from the net smelter returns on all minerals and products produced from certain properties comprising the Olinghouse Project located in Nevada.
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Under the terms of the Olinghouse Agreement, the Company was required to make an initial cash option payment of $200,000 on execution of the Agreement, which the Company paid on December 18, 2021.
On December 23, 2022, the Company and Target agreed to extend the Olinghouse purchase option for an additional one-year term, expiring on December 17, 2023, for a one-time cash payment of $40,000.
On August 14, 2024, the Company made the final $1,500,000 option payment, based on the amended Olinghouse Agreement, on the transfer of the Royalty Deed in the Company’s name. Following the transfer of the 1% production royalty interest, the Company has no further obligations under the Olinghouse Agreement.
During the three and six months ended June 30, 2025 and 2024, the Company did not incur any expenses associated with the Olinghouse Project.
As of June 30, 2025, the total cost of the Olinghouse Royalty was $1,740,000. We had no plant nor equipment associated with Olinghouse Royalty.
Palmetto Project (Exploration Phase)
On January 27, 2022, Nevada Canyon, LLC entered into a Royalty Purchase Agreement with Smooth Rock Ventures, LLC, a wholly-owned subsidiary of Smooth Rock Ventures Corp. (“Smooth Rock”), to acquire a 2% net smelter returns royalty on the Palmetto Project. Alan Day, the CEO and chairman of the board of the Company, is one of the directors of Smooth Rock.
To acquire the 2% NSR on the Palmetto Project, Nevada Canyon agreed to pay Smooth Rock a one-time cash payment of $350,000, which was paid on February 7, 2022.
During the three and six months ended June 30, 2025 and 2024, the Company did not incur any expenses associated with the Palmetto Project.
As of June 30, 2025, the total cost of the Palmetto Royalty was $350,000. The Company did not have any plant nor equipment associated with Palmetto Project.
Lapon Canyon (Exploration Phase)
On May 24, 2024, Nevada Canyon, LLC entered into a Royalty Purchase Agreement with Walker River Resources, LLC (“Walker River”), a wholly owned subsidiary of WRR, to acquire a 2% NSR on the Lapon Canyon Project, (the “Lapon Canyon Project”) for a one-time cash payment of $300,000.
The Lapon Canyon Project consists of 96 unpatented lode mining claims identified as the Sleeper and Lapon Rose claim groups situated in Mineral County, Nevada, within the northern portion of the Walker Lane gold trend. In addition, the Company acquired an additional 1% NSR from two individuals who previously held the NSR on the 36 Sleeper claims included in the Lapon Canyon Project. The Company paid a total of $25,000 for a 1% NSR on 36 Sleeper claims.
During the three and six months ended June 30, 2025 and 2024, the Company did not incur any expenses associated with the Lapon Canyon Project.
As of June 30, 2025, the total cost of the Lapon Canyon Royalty was $325,000. The Company did not have any plant nor equipment associated with the Lapon Canyon Royalty.
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Pikes Peak Project (Exploration Phase)
On June 12, 2024, the Company acquired a 2% NSR on the Pikes Peak Project (the “Pikes Peak Project”) from WRR, who owns a 100% undivided interest in the Pikes Peak Project. The Pikes Peak Project consists of 36 unpatented lode mining claims situated in Mineral County, Nevada, within the northern portion of the Walker Lane gold trend, for a one-time cash payment of $150,000.
During the three and six months ended June 30, 2025 and 2024, the Company did not incur any expenses associated with the Pikes Peak Project.
As of June 30, 2025, the total cost of the Pikes Peak Royalty was $150,000. The Company did not have any plant nor equipment associated with the Pikes Peak Royalty.
Off-Balance Sheet Arrangements
None.
Use of Estimates
Areas where significant estimation judgments are made and where actual results could differ materially from these estimates are the carrying value of certain assets and liabilities, which are not readily apparent from other sources and the classification of net operating loss and tax credit carry forwards.
We evaluate impairment of our long-lived assets by applying the provisions of US GAAP. In applying those provisions, we have not recognized any impairment charge on our long-lived assets during the six months ended June 30, 2025.
Item 3. 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 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
We conducted an evaluation, under the supervision and with the participation of the Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934 as amended (the “Exchange Act”)). Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer, concluded that our disclosure controls and procedures, as of the end of the fiscal quarter covered by this quarterly report on Form 10-Q, were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.
(b) Changes in Internal Controls over Financial Reporting
During the quarter ended June 30, 2025, there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
We incorporate by reference the Risk Factors included as Item 1A of our Annual Report on Form 10-K we filed with the Securities and Exchange Commission on March 27, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
None.
Item 6. Exhibits
| (a) | The following exhibits are filed with this quarterly report on Form 10-Q or are incorporated herein by reference: |
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| (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 8-K filed by the Company on July 12, 2018. | |
| (6) | Incorporated by reference herein from the Form 8-K filed by the Company on May 19, 2021. | |
| (7) | Incorporated by reference herein from the Form 8-K filed by the Company on June 7, 2021. | |
| (8) | Incorporated by reference herein from the Form 8-K filed by the Company on September 13, 2021. | |
| (9) | Incorporated by reference herein from the Form 8-K filed by the Company on December 21, 2021. | |
| (10) | Incorporated by reference herein from the Form 8-K filed by the Company on December 28, 2021. | |
| (11) | Incorporated by reference herein from the Form 8-K filed by the Company on December 30, 2021. | |
| (12) | Incorporated by reference herein from the Form 8-K filed by the Company on February 1, 2022. | |
| (13) | Incorporated by reference herein from the Form 8-K/A filed by the Company on March 25, 2022. | |
| (14) | Incorporated by reference herein from the Form 8-K filed by the Company on February 27, 2023. | |
| (15) | Incorporated by reference herein from the Form 10-Q filed by the Company on August 11, 2023. | |
| (16) | Incorporated by reference herein from the Form 10-Q filed by the Company on November 13, 2023. | |
| (17) | Incorporated by reference herein from the Form 10-Q filed by the Company on May 13, 2023. | |
| (18) | Incorporated by reference herein from the Form 8-K filed by the Company on May 29, 2024. | |
| (19) | Incorporated by reference herein from the Form 8-K filed by the Company on June 18, 2024. | |
| (20) | Incorporated by reference herein from the Form 8-K filed by the Company on October 4, 2024. | |
| (21) | Incorporated by reference herein from the Form 8-K filed by the Company on February 4, 2025. | |
| * | Filed herewith. |
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SignatureS
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| NEVADA CANYON GOLD CORP. | |
| August 13, 2025 | /s/ Alan Day |
| Alan Day | |
| Chief Executive Officer (Principal Executive Officer), | |
| and Chairman of the Board of Directors | |
| August 13, 2025 | /s/ Jeffrey A. Cocks |
| Jeffrey A. Cocks | |
| Chief Financial Officer | |
| (Principal Accounting Officer) | |
| and Member of the Board of Directors |
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