NGLD 10-Q Quarterly Report Sept. 30, 2025

NEVADA CANYON GOLD CORP.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ quarterly REPORT under SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2025

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

For the transition period from ______ to ______

Commission File No. 000-55600

NEVADA CANYON GOLD CORP.

(Exact Name of Registrant as Specified in its Charter)

Nevada		46-5152859
(State or other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

5655 Riggins Court , Suite 15
Reno , NV		89502
(Address of Principal Executive Offices)		(Zip Code)

(888) 909-5548

Registrant’s telephone number, including area code

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
Common Stock, $0.0001 par value		NGLD		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.

Yes ☒ No ☐

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).

Yes ☒ No ☐

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 ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

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

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 November 13, 2025, the number of shares outstanding of the issuer’s common stock, par value $ 0.0001 per share, is 28,315,549 .

table of contents

	Page
Part I – FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets (Unaudited)	3
Condensed Consolidated Statements of Operations (Unaudited)	4
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)	5
Condensed Consolidated Statements of Cash Flow (Unaudited)	6
Notes to the Condensed Consolidated Financial Statements (Unaudited)	7
Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations	17
Results of Operations	20
Off-Balance Sheet Arrangements	28
Item 3. Quantitative and Qualitative Disclosures about Market Risk	29
Item 4. Controls and Procedures	29
PART II — OTHER INFORMATION	29
Item 1. Legal Proceedings	29
Item 1A. Risk Factors	29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3. Defaults Upon Senior Securities	29
Item 4. Mine Safety Disclosures	29
Item 5. Other Information	29
Item 6. Exhibits	30
SignatureS	32

Nevada Canyon Gold Corp.

Condensed Consolidated Balance Sheets

(Unaudited)

	September 30, 2025			December 31, 2024

ASSETS
Current Assets
Cash	$	6,119,919		$	7,036,161
Note receivable		-			200,000
Prepaid expenses and other current assets		195,704			312,757
Total Current Assets		6,315,623			7,548,918

Investment in equity security		90,065			60,462
Mineral property and royalty interests		2,775,395			2,815,395
TOTAL ASSETS	$	9,181,083		$	10,424,775

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	1,061,118		$	854,447
Related party payables		465,000			460,000
Total Liabilities		1,526,118			1,314,447

Commitments and Contingencies (Note 4)		-			-

Stockholders’ Equity
Preferred Stock: Authorized 10,000,000 preferred shares, $ 0.0001 par, none issued and outstanding as of September 30, 2025 and December 31, 2024		-			-
Common Stock: Authorized 100,000,000 common shares, $ 0.0001 par, 28,315,549 and 27,424,450 issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		2,832			2,742
Additional paid-in capital		19,170,409			17,831,147
Obligation to issue shares		-			600
Accumulated deficit		( 11,518,276	)		( 8,724,161	)
Total Stockholders’ Equity		7,654,965			9,110,328
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	9,181,083		$	10,424,775

The accompanying notes are an integral part of these condensed consolidated financial statements

Nevada Canyon Gold Corp.

Condensed Consolidated Statements of Operations

(Unaudited)

	2025			2024		2025			2024
	For the three months ended September 30,					For the nine months ended September 30,
	2025			2024		2025			2024

Operating expenses
Investor awareness and marketing	$	104,775		$	304,958	$	646,901		$	1,082,600
Consulting fees		139,042			146,667		397,375			395,313
Director and officer compensation		548,057			423,468		664,724			1,265,002
Exploration expenses		785,406			22,288		1,160,046			22,288
Gain on sale of mineral property interest		-			-		( 20,000	)		-
General and administrative		26,077			7,783		64,139			46,062
Professional fees		19,008			13,895		52,970			41,610
Transfer agent and filing fees		10,247			3,636		44,357			18,910
Total operating expenses		1,632,612			922,695		3,010,512			2,871,785

Other income (expense)
Fair value gain on equity investments		26,298			1,042		29,603			19,716
Foreign exchange gain (loss)		( 5	)		3		( 503	)		( 4	)
Interest income		59,591			92,735		187,297			318,384
Total other income		85,884			93,780		216,397			338,096
Net loss	$	1,546,728		$	828,915	$	2,794,115		$	2,533,689

Net loss per common share - basic and diluted	$	0.05		$	0.03	$	0.10		$	0.11
Weighted average number of common shares outstanding :
Basic and diluted		28,148,882			24,487,354		27,902,981			23,906,796

The accompanying notes are an integral part of these condensed consolidated financial statements

Nevada Canyon Gold Corp.

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

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

Balance, December 31, 2023		25,240,051	$	2,523	$	18,000		$	14,957,547		$	( 5,162,451	)	$	9,815,619

Shares to be issued on exercise of warrants		-		-		38,850			-			-			38,850
Share issuance costs		-		-		-			( 1,624	)		-			( 1,624	)
Shares issued on exercise of warrants		105,700		11		( 6,000	)		126,829			-			120,840
Stock-based compensation - consultants		166,667		17		-			116,650			-			116,667
Stock-based compensation - officer		250,000		25		-			174,975			-			175,000
Stock-based compensation - directors and CEO		-		-		-			245,767			-			245,767
Net loss for the period ended March 31, 2024		-		-		-			-			( 839,445	)		( 839,445	)
Balance, March 31, 2024		25,762,418		2,576		50,850			15,620,144			( 6,001,896	)		9,671,674

Shares to be issued on exercise of warrants		-		-		10,500			-			-			10,500
Share issuance costs		-		-		-			( 1,062	)		-			( 1,062	)
Shares issued on exercise of warrants		257,925		26		( 50,850	)		309,484			-			258,660
Shares issued for services		35,000		3		-			100,272			-			100,275
Stock-based compensation issued to consultants		-		-		116,667			-			-			116,667
Stock-based compensation issued to officer		-		-		175,000			-			-			175,000
Stock-based compensation - directors and CEO		-		-		-			245,767			-			245,767
Net loss for the period ended June 30, 2024		-		-		-			-			( 865,329	)		( 865,329	)
Balance, June 30, 2024		26,055,343		2,605		302,167			16,274,605			( 6,867,225	)		9,712,152

Shares to be issued on exercise of warrants		-		-		45,300			-			-			45,300
Share issuance costs		-		-		-			( 188	)		-			( 188	)
Shares issued on exercise of warrants		44,500		4		( 10,500	)		53,396			-			42,900
Stock-based compensation issued to consultants		-		-		116,667			-			-			116,667
Stock-based compensation issued to officer		-		-		175,000			-			-			175,000
Stock-based compensation - directors and CEO		-		-		-			248,468			-			248,468
Vested shares distributed		416,667		42		( 291,667	)		291,625			-			-
Net loss for the period ended September 30, 2024		-		-		-			-			( 828,915	)		( 828,915	)
Balance, September 30, 2024		26,516,510	$	2,651	$	336,967		$	16,867,906		$	( 7,696,140	)	$	9,511,384

Balance, December 31, 2024		27,424,450	$	2,742	$	600		$	17,831,147		$	( 8,724,161	)	$	9,110,328

Shares issued for cash		180,000		18		-			288,131			-			288,149
Share issuance costs		-		-		-			( 39,122	)		-			( 39,122	)
Shares issued for future share issuance costs		44,431		4		-			74,996			-			75,000
Stock-based compensation - consultants		166,667		17		-			116,650			-			116,667
Stock-based compensation - VP of Operations		166,667		17		-			116,650			-			116,667
Net loss for the period ended March 31, 2025		-		-		-			-			( 882,270	)		( 882,270	)
Balance, March 31, 2025		27,982,215		2,798		600			18,388,452			( 9,606,431	)		8,785,419

Stock-based compensation - consultants		166,667		17		-			116,650			-			116,667
Net loss for the period ended June 30, 2025		-		-		-			-			( 365,117	)		( 365,117	)
Balance, June 30, 2025		28,148,882		2,815		600			18,505,102			( 9,971,548	)		8,536,969
Balance		28,148,882		2,815		600			18,505,102			( 9,971,548	)		8,536,969

Stock-based compensation - consultants		166,667		17		-			116,650			-			116,667
Stock-based compensation - directors and president		-		-		-			548,057			-			548,057
Adjustment to shares issued on exercise of warrants		-		-		( 600	)		600			-			-
Net loss for the period ended September 30, 2025		-		-		-			-			( 1,546,728	)		( 1,546,728	)
Balance, September 30, 2025		28,315,549	$	2,832	$	-		$	19,170,409		$	( 11,518,276	)	$	7,654,965
Balance		28,315,549	$	2,832	$	-		$	19,170,409		$	( 11,518,276	)	$	7,654,965

The accompanying notes are an integral part of these condensed consolidated financial statements

Nevada Canyon Gold Corp.

Condensed Consolidated Statements of Cash Flow

(Unaudited)

	2025			2024
	For the nine months ended September 30,
	2025			2024
OPERATING ACTIVITIES:
Cash flows used in operating activities
Net loss	$	( 2,794,115	)	$	( 2,533,689	)
Adjustment to reconcile net loss to net cash used in operating activities:
Fair value gain on equity investments		( 29,603	)		( 19,716	)
Stock-based compensation - directors, CEO, and president		548,057			740,002
Stock-based compensation - consultants		350,001			350,001
Stock-based compensation - VP of Operations		116,667			525,000
Stock-based compensation - investor awareness and marketing		-			100,275
Exploration expenses associated with settlement of note and interest receivable		202,835			-
Gain on sale of mineral property interest		( 20,000	)		-
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		150,096			22,966
Accounts payable and accrued liabilities		226,671			( 8,973	)
Related party payables		5,000			-
Net cash used in operating activities		( 1,244,391	)		( 824,134	)

INVESTING ACTIVITIES:
Proceeds received from sale of mineral property interest		100,000			-
Acquisition of mineral property and royalty interests		( 60,000	)		( 2,035,000	)
Net cash provided by (used in) investing activities		40,000			( 2,035,000	)

FINANCING ACTIVITIES:
Proceeds from sale of common stock		288,149			-
Proceeds from the exercise of warrants		-			517,050
Share issuance costs		-			( 2,874	)
Net cash provided by financing activities		288,149			514,176

Net decrease in cash		( 916,242	)		( 2,344,958	)
Cash at beginning of period		7,036,161			9,744,392
Cash at end of period	$	6,119,919		$	7,399,434

NONCASH INVESTING AND FINANCING ACTIVITIES:
Shares of common stock issued for prepaid share issuance costs	$	75,000		$	-
Settlement of note and interest receivable via reduction in exploration expenditures commitment	$	202,835		$	-
Mineral interests acquired with related party payables, net	$	-		$	20,000

The accompanying notes are an integral part of these condensed consolidated financial statements

NEVADA CANYON GOLD CORP.

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED

SEPTEMBER 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 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 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. The Company is involved in acquiring and exploring mineral properties and royalty interests in Nevada and Idaho.

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 September 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, may 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 nine months ended September 30, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

Management estimates that the Company’s 2025 effective tax rate will be 0% due to the Company’s cumulative loss position, historical net operating losses (“NOLs”), and other available evidence related to the Company’s ability to generate taxable income. Accordingly, there is no income tax provision or benefit for the three and nine months ended September 30, 2025.

Income/Loss per Share

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 September 30, 2025 and 2024, all of the Company’s outstanding options and warrants are excluded from the diluted earnings per share calculation because their impact would be anti-dilutive.

Stock-based Compensation

Stock-based compensation expense is recognized for equity awards granted to employees, directors and other eligible participants based on the fair value of the awards at the grant date. For stock options, fair value is estimated using an appropriate valuation model such as the Black-Scholes option pricing model. The fair value of stock options is recognized as an expense of the requisite service period, typically the vesting period, using the graded-vesting method. The Company estimates expensed forfeitures based on historical data and adjusts stock-based compensation expenses accordingly. Shares are issued from Treasury upon exercise of stock options.

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 became 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 September 30, 2025 and December 31, 2024:

	September 30, 2025		December 31, 2024
Amounts due to a director and Chief Financial Officer (“CFO”) ^(a)	$	100,000	$	100,000
Amounts due to a company controlled by a director and CFO ^(a)		360,000		360,000
Amounts due to a director and President ^(a ⁾		5,000		-
Total related party payables	$	465,000	$	460,000

(a)	These amounts are non-interest bearing, unsecured and due on demand.

During the three and nine months ended September 30, 2025 and 2024, the Company had the following transactions with its related parties:

	2025		2024		2025		2024
	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Director stock-based compensation incurred to the Chairman of the Board and CFO	$	-	$	82,961	$	-	$	247,078
Director stock-based compensation incurred to a director		-		41,377		-		123,231
Director stock-based compensation incurred to CEO and director		-		124,130		-		369,693
Officer stock-based compensation incurred to VP of Operations		-		175,000		116,667		525,000
Consulting fees incurred to President and director		15,000		-		25,000		-
Stock-based compensation incurred to President and director		304,477		-		304,477		-
Stock-based compensation incurred to a director		121,790		-		121,790		-
Stock-based compensation incurred to a director		121,790		-		121,790		-
Related party transactions	$	563,057	$	423,468	$	689,724	$	1,265,002

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-based compensation with related parties.

NOTE 4 – MINERAL PROPERTY AND ROYALTY INTERESTS

As of September 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 1 % production royalty on the Olinghouse Project, 2 % net smelter returns royalty (“NSR”) on the Palmetto Project, 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, and a 2 % NSR on Swales Property, which are all located in Nevada. The Company is also a party to an exploration stream earn-in agreement on the Lapon Canyon Project with Walker River Resources Corp.

	September 30, 2025		December 31, 2024
Mineral Property Interests
Lazy Claims	$	-	$	-
Loman		10,395		10,395
Agai-Pah		100,000		80,000
Belshazzar		100,000		80,000
Swales		-		80,000
Sub-total, Mineral Property Interests		210,395		250,395
Royalty Interests
Olinghouse		1,740,000		1,740,000
Palmetto		350,000		350,000
Lapon Canyon (including Sleeper claims)		325,000		325,000
Pikes Peak		150,000		150,000
Sub-total, Royalty Interests		2,565,000		2,565,000
Total Mineral Property and Royalty Interests	$	2,775,395	$	2,815,395

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. 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 nine months ended September 30, 2025 and 2024, the Company paid $ 2,000 , each, in minimum annual payments that are required under the Lazy Claims Agreement. During the three and nine months ended September 30, 2025, the Company paid $ 600 (2024 - $ nil ) and $ 600 (2024 - $ nil ), respectively, in exploration expenses.

Loman Property

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 nine months ended September 30, 2025 and 2024, the Company paid $ 3,200 (2024 - $ 3,459 ) in annual mining claim fees. These fees were recorded as part of the Company’s exploration expenses.

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 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.

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. The Company made the necessary $ 20,000 anniversary payment on August 6, 2025.

During the three and nine months ended September 30, 2025 and 2024, the Company paid $ 4,000 (2024 - $ 4,307 ) in annual mining claim fees. In addition, during the three and nine months ended September 30, 2025, the Company spent $ 1,676 and $ 9,757 , 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 nine months ended September 30, 2024.

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”), 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.

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. The Company made the necessary $ 20,000 anniversary payment on August 6, 2025.

During the three and nine months ended September 30, 2025 and 2024, the Company paid $ 3,200 (2024 - $ 3,475 ) in annual mining claim fees. In addition, during the three and nine months ended September 30, 2025, the Company incurred $ nil and $ 2,294 , respectively, in exploration expenses associated with the Belshazzar Property (2024 - $ 500 were incurred during the three and nine months ended September 30, 2024).

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 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 was to continue 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 consisted 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 remained in effect. The Company had 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 was required to pay $ 750,000 (the “Swales Purchase Price”). The Swales Purchase Price could have been 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, would 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 during the nine months ended September 30, 2025.

During the three and nine months ended September 30, 2025, the Company did not incur any expenses associated with the Swales Property. During the three and nine months ended September 30, 2024, the Company paid $ 8,547 in annual mining claim fees. These fees were recorded as part of the Company’s exploration expenses.

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 ” ), 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.

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 nine months ended September 30, 2025 and 2024, the Company did not incur any expenses associated with the Olinghouse Project.

Palmetto Project

On January 27, 2022, Nevada Canyon, LLC entered into a Royalty Purchase Agreement with Smooth Rock Ventures, LLC, a wholly-owned subsidiary of Smooth Rock Ventures Corp. (“Smooth Rock”), to acquire a 2 % net smelter returns royalty on the Palmetto Project. Alan Day, the 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 nine months ended September 30, 2025 and 2024, the Company did not incur any expenses associated with the Palmetto Project.

Lapon Canyon Project

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 Walker River Resources Corp. (“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 also acquired an additional 1 % NSR from two individuals who held the NSR on the 36 Sleeper claims that are 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 nine months ended September 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 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 nine months ended September 30, 2025 and 2024, the Company did not incur any expenses associated with the Pikes Peak Project.

Lapon Canyon Exploration Stream Earn-in Project

On January 31, 2025, the Company, through Nevada Canyon, LLC, entered into an Exploration Stream Earn-in Agreement (the “Earn-in Agreement”) with 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% 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 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 obligation for the first annual period (Note 8).

During the three and nine months ended September 30, 2025, the Company incurred $ 770,730 and $ 1,134,995 , 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 nine months ended September 30, 2024.

NOTE 5 – INVESTMENT IN EQUITY SECURITY

As at September 30, 2025 and December 31, 2024, the Company’s equity investment consisted of 511,750 common shares of WRR.

At September 30, 2025 and December 31, 2024, the fair value of the equity investment was $ 90,065 and $ 60,462 , respectively, based on the trading price of WRR Shares at September 30, 2025 and December 31, 2024. Fair value is measured using Level 1 inputs in the fair value hierarchy.

During the three and nine months ended September 30, 2025, the revaluation of the equity investment in WRR resulted in a $ 26,298 and $ 29,603 gain, respectively, on the change in fair value of the equity investment (September 30, 2024 - $ 1,042 and $ 19,716 gain, respectively).

The Company did not sell any WRR Shares during the three and nine months ended September 30, 2025 and 2024.

NOTE 6 – STOCKHOLDERS’ EQUITY

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

On 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 $ 25,000,000 of the Company’s common stock for the duration of the Purchase Agreement. Additionally, the Company and the Investor entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering the resale of shares of Common Stock that would be issued to Investor under the Purchase Agreement. The Company filed a preliminary registration statement on Form S-1 on October 25, 2024, which was made effective by the SEC on November 8, 2024. The Company incurred $ 34,000 in costs associated with this offering.

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 $ 25,000,000 of Common Stock. Such sales of Common Stock by the Company, if any, will be subject to certain limitations as set forth in the Purchase Agreement, and may occur from time to time, at the Company’s sole discretion, commencing on the date that all of the conditions to the Company’s right to commence such sales are satisfied. The Investor has no right to require the Company to sell any Common Stock to the Investor, but the Investor is obligated to make purchases as the Company directs, subject to satisfaction of the conditions set forth in the Purchase Agreement.

Upon entering into the Purchase Agreement, the Company agreed to issue to the Investor $ 250,000 worth of Common Stock (the “Commitment Shares”) as consideration for the Investor’s commitment to purchase shares of Common Stock upon the Company’s direction under the Purchase Agreement. The Company issued 30% of the Commitment Shares ( 27,356 shares) on October 4, 2024. An additional 30% of the Commitment Shares ( 44,431 shares) were issued to the Investor on February 6, 2025. The remaining 40% of the Commitment Shares were to be issued to Investor 180 days following the Commencement Date. The Company also agreed to pay the Investor up to $ 20,000 for its reasonable expenses under the Purchase Agreement.

During the nine months ended September 30, 2025, the Company issued a total of 180,000 shares under the Purchase Agreement at an average cost of $ 1.60 per share for total proceeds of $ 288,149 . The Company recognized $ 5,122 as share issuance costs associated with this issuance.

Warrants

The changes in the number of warrants outstanding for the nine months ended September 30, 2025, and for the year ended December 31, 2024, are as follows:

	Nine months ended September 30, 2025					Year ended December 31, 2024
	Number of warrants			Weighted average exercise price		Number of warrants			Weighted average exercise price

Warrants outstanding, beginning		11,894,537		$	1.20		12,349,912		$	1.20
Warrants exercised		-			n/a		( 455,375	)	$	1.20
Warrants expired		( 5,200,660	)	$	1.20		-			n/a
Warrants outstanding, ending		6,693,877		$	1.20		11,894,537		$	1.20

Details of warrants outstanding as at September 30, 2025, are as follows:

Number of warrants exercisable			Expiry date	Exercise price
	4,646,267	⁽¹⁾	October 18, 2025	$	1.20
	1,922,616	⁽¹⁾	November 3, 2025	$	1.20
	55,373	⁽²⁾	September 23, 2028	$	1.20
	69,621	⁽²⁾	November 3, 2028	$	1.20
	6,693,877			$	1.20

(1)	These warrants expired unexercised subsequent to September 30, 2025.

(2)	Agent warrants

At September 30, 2025, the weighted remaining average life of the warrants was 0.12 years.

Share-based compensation

During the three and nine months ended September 30, 2025 and 2024, the Company recognized share-based compensation as follows:

	2025		2024		2025		2024
	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Directors, CEO and President	$	548,057	$	248,468	$	548,057	$	740,002
Officer – VP of Operations		-		175,000		116,667		525,000
Consultants		116,667		116,667		350,001		350,001
Investor awareness and marketing		-		-		-		100,275
Total	$	664,724	$	540,135	$	1,014,725	$	1,715,278

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 2,000,000 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 $ 1,400,000 or $ 0.70 per share based on the trading price of the Company’s common stock on the date the service period began. As of September 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 2,000,000 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 $ 1,400,000 or $ 0.70 per share based on the trading price of the Company’s common stock on the date the service period began. As at September 30, 2025, the Company had distributed a total of 1,722,223 shares under the Consulting Agreements.

Unvested compensation related to the Shares to be issued under the Consulting Agreements of $ 194,444 will be recognized over the next five months.

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 2,800,000 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.

On September 10, 2025, the Company granted stock options to certain directors and an officer under the Plan. The options entitle the holders to purchase up to 1,800,000 common shares of the Company at an exercise price of $ 0.83 per share. 50% of the options vested immediately on the date of grant, and 50% vest one year thereafter , provided the grantees continue to provide service to the Company. The options expire on September 10, 2028 . None of the 900,000 vested options were exercised nor forfeited during the three and nine months ended September 30, 2025.

The fair value of the stock options was estimated on the grant date using the Black-Scholes option pricing model with the following assumptions: expected life of three years , risk-free interest rate of 3.47 %, expected dividend yield - $ Nil , and expected share price volatility of 138 %. The total grant-date fair value of the options amounted to $ 1,039,173 , which will be recognized as stock-based compensation expense over the vesting period. For the nine months ended September 30, 2025, the Company recognized $ 548,057 in stock-based compensation expense relating to these options, included in director and officer compensation on the Condensed Consolidated Statements of Operations.

Unrecognized compensation cost related to non-vested stock options as of September 30, 2025, was approximately $ 491,116 , and is expected to be recognized over the remaining weighted-average vesting period of 11 months. The intrinsic value of total outstanding and total vested shares is $ Nil at September 30, 2025.

NOTE 7 – PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets at September 30, 2025, and December 31, 2024:

	September 30, 2025		December 31, 2024
Prepaid advertising and investor relations services ⁽¹⁾	$	741	$	150,367
Prepaid stock issuance costs and other fees		174,710		158,876
Prepaid insurance costs		17,628		-
Prepaid consulting fees		2,625		2,725
Interest accrued on note receivable		-		789
Total	$	195,704	$	312,757

(1)

On February 21, 2025, the Company entered into a marketing consulting services agreement for investor relations, consulting and advisory services. The agreement was for an initial term of six months, subject to extension by mutual agreement. In consideration for the services, the Company agreed to pay a cash fee of $ 300,000 . Following the initial term, the Company had an option to continue with an active monthly budget or switch to a monthly maintenance budget of $ 50,000 for reduced services. As of September 30, 2025, the agreement had ended, and the Company expensed the entire $ 300,000 as part of its investor awareness and marketing costs.

NOTE 8 – NOTE RECEIVABLE

On December 19, 2024, the Company advanced to WRR $ 200,000 in exchange for a promissory note for a maximum of $ 500,000 . The principal amount advanced under the note receivable accumulated interest at a rate of 12 % per annum. In the event of default, WRR agreed to grant Nevada Canyon production royalty from the Lapon Canyon Project, based on the percentage of the NSR Royalty as defined in the Royalty Purchase Agreement dated May 24, 2024 (Note 4).

Upon signing of the Earn-in Agreement with WRR, on January 31, 2025 (Note 4), the $ 200,000 principal the Company advanced under the Promissory Note, 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.

As at September 30, 2025, the Company had recognized $ 2,046 in interest income under the promissory note (2024 - $ Nil ).

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).

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 nine months ended September 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 nine months ended September 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.

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 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.

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. As of September 30, 2025, we incurred a total of $1,134,995 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 agreed to provide certain investor relations, consulting and advisory services, which included social media brand awareness and digital advertising campaigns, content and communication strategy, and technical market analysis services. Spark’s engagement was for an initial term of six months beginning in March 2025, subject to extension by mutual agreement. In consideration for the services, we paid $300,000. We chose not to renew the Agreement with Spark.

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. We recognized a gain on the sale of mineral interest of $20,000 for the nine months ended September 30, 2025.

On October 9, 2025, Ryan McMillan, the Company’s Vice President, submitted his resignation from his role as an officer of the Company. Mr. McMillan did not inform us of any disagreements with management regarding the Company’s operations, policies, or practices.

Results of Operations

Three and nine months ended September 30, 2025, compared to the three and nine months ended September 30, 2024:

	Three months ended September 30,					Changes between the			Nine months ended September 30,						Changes between the
	2025			2024		periods			2025			2024			periods
Operating expenses
Investor awareness and marketing	$	104,775		$	304,958	$	(200,183	)	$	646,901		$	1,082,600		$	(435,699	)
Consulting fees		139,042			146,667		(7,625	)		397,375			395,313			2,062
Director and officer compensation		548,057			423,468		124,589			664,724			1,265,002			(600,278	)
Exploration expense		785,406			22,288		763,118			1,160,046			22,288			1,137,758
Gain on sale of mineral property interest		-			-		-			(20,000	)		-			20,000
General and administrative		26,077			7,783		18,294			64,139			46,062			18,077
Professional fees		19,008			13,895		5,113			52,970			41,610			11,360
Transfer agent and filing fees		10,247			3,636		6,611			44,357			18,910			25,447
		1,632,612			922,695		709,917			3,010,512			2,871,785			138,727
Other income (expense)
Fair value gain on equity investments		26,298			1,042		25,256			29,603			19,716			9,887
Foreign exchange gain (loss)		(5	)		3		(8	)		(503	)		(4	)		(499	)
Interest income		59,591			92,735		(33,144	)		187,297			318,384			(131,087	)
Total other income		85,884			93,780		(7,896	)		216,397			338,096			(121,699	)
Net loss	$	1,546,728		$	828,915	$	717,813		$	2,794,115		$	2,533,689		$	260,426

Revenues

We had no revenues for the three and nine months ended September 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 September 30, 2025, our operating expenses increased by $709,917 or 77%, to $1,632,612 as compared to $922,695 for the three months ended September 30, 2024. Our largest expense item was associated with exploration expenses, which totaled $785,406, an increase of $763,118 as compared to $22,288 we incurred during the comparative period; of this amount $770,730 was incurred under the Earn-in Agreement with Walker River. Our second largest expense was associated with director and officer compensation of $548,057, representing an increase of $124,589 from $423,468 we incurred during the three months ended September 30, 2024. The director and officer compensation was associated with the options to acquire up to 1,800,000 common shares at $0.83 expiring on September 10, 2028, which were granted to our new directors and the president in the 2025 period under our Stock Option Plan. During the comparative period ended September 30, 2024, the director and officer compensation was associated with the vesting of shares that we issued to our three directors on December 30, 2021, and with shares we granted to our VP of Operations on February 24, 2023.

In addition to the above expenses, we incurred $139,042 in consulting fees, which decreased by $7,625, as compared to $146,667 we incurred during the three months ended September 30, 2024, and $104,775 we incurred in investor awareness and marketing expenses, which during the three months ended September 30, 2025, decreased by $200,183, from $304,958 we incurred during the three months ended September 30, 2024.

Our general and administrative expenses increased by $18,294 to $26,077, transfer agent and filing fees increased by $6,611 to $10,247, and professional fees increased by $5,113 to $19,008 for the three months ended September 30, 2025.

On a year-to-date basis, our operating expenses increased by $138,727 or 5%, to $3,010,512 as compared to $2,871,785 for the nine months ended September 30, 2024. Our largest expense item was associated with exploration expenses, which totaled $1,160,046, which included $1,134,995 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. Our second-largest expense was associated with director and officer compensation of $664,724 which represented a decrease of $600,278 from the $1,265,002 we incurred during the nine months ended September 30, 2024. The director and officer compensation was associated with $548,057, associated with options to acquire up to 1,800,000 common shares at $0.83 expiring on September 10, 2028, which we granted to our new directors and the president during the 2025 period under our Stock Option Plan; and $116,667 recorded as the fair value of 166,667 shares we issued to our VP of Operations in 2023. During the comparative period ended September 30, 2024, the director and officer compensation was associated with the vesting of shares that we issued to our three directors on December 30, 2021, and with shares we granted to our VP of Operations on February 24, 2023.

During the same period, we incurred $646,901 in investor awareness and marketing expenses, which during the nine months ended September 30, 2025, decreased by $435,699, from $1,082,600 we incurred during the nine months ended September 30, 2024. Our consulting fees increased by $2,062 to $397,375 as compared to $395,313 we incurred during the nine months ended September 30, 2024. Transfer agent and filing fees increased by $25,447, reaching $44,357 for the nine months ended September 30, 2025. Professional fees rose by $11,360 to $52,970, and general and administrative expenses also increased by $18,077 to $64,139 for the same period.

Our operating expenses for the nine months ended September 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 September 30, 2024.

Other Income (Expense)

During the three months ended September 30, 2025, we recognized a $26,298 gain on fair value of investments in equity securities (September 30, 2024 – $1,042), which was mainly caused by the increase of market price of WRR Shares from CAD$0.17 per share at June 30, 2025, to CAD$0.245 per share at September 30, 2025, and to a smaller extent due to fluctuation of exchange rates between the US and Canadian dollars. In addition, we earned $59,591 in interest income, which decreased in comparison to $92,735 we earned during the three months ended September 30, 2024, as a result of reduced cash balances we held in our bank accounts.

During the nine months ended September 30, 2025, we recognized a $29,603 gain on fair value of investments in equity securities (September 30, 2024 – $19,716), which was mainly caused by the increase of market price of WRR Shares from CAD$0.17 per share at December 31, 2025, to CAD$0.245 per share at September 30, 2025, and to a smaller extent due to fluctuation of exchange rates between the US and Canadian dollars. In addition, we earned $187,297 in interest income, which decreased in comparison to $318,384 we earned during the nine months ended September 30, 2024, as a result of reduced cash balances we held in our bank accounts. During the same period, we recognized a $503 loss due to fluctuations in foreign exchange rates (September 30, 2024 – $4).

Net Loss

During the three months ending September 30, 2025, we reported a net loss of $1,546,728, compared to a net loss of $828,915 during the same period in 2024. This increase was primarily due to higher exploration activities and greater compensation costs for directors and officers, along with lower interest income. These increases were partly offset by reductions in investor awareness and marketing expenses, consulting fees, and a higher gain on the fair value of equity investments.

During the nine months ended September 30, 2025, we recorded a net loss of $2,794,115, compared to a net loss of $2,533,689 for the nine months ended September 30, 2024. This increase was mainly due to higher exploration activities and lower interest income. These effects were partly offset by lower investor awareness and marketing expenses, reduced director and office compensation, and a rise in gains from the fair value of equity investments.

Liquidity and Capital Resources

	September 30, 2025		December 31, 2024

Current assets	$	6,315,623	$	7,548,918
Current liabilities		1,526,118		1,314,447
Working capital	$	4,789,505	$	6,234,471

As of September 30, 2025, we had a cash balance of $6,119,919 and working capital of $4,789,505 with cash flows used in operations totaling $1,244,391 for the nine months then ended. During the nine months ended September 30, 2025, our operations were funded with cash on hand. The cash that we had on hand at September 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”).

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

	Nine Months Ended September 30,
	2025			2024
Cash flows used in operating activities	$	(1,244,391	)	$	(824,134	)
Cash flows provided by (used in) investing activities		40,000			(2,035,000	)
Cash flows provided by financing activities		288,149			514,176
Net decrease in cash during the period	$	(916,242	)	$	(2,344,958	)

Net cash used in operating activities

During the nine months ended September 30, 2025, net cash used in operating activities increased by $420,257 or 51%, to $1,244,391 for the nine months ended September 30, 2025, compared with $824,134 for the comparative period in 2024. During the nine months ended September 30, 2025, we used $1,626,158 to cover our cash operating costs, which were determined by reducing our net loss of $2,794,115 by non-cash items included in the net loss of $1,167,957. This use of cash was, in part, offset by a decrease in our prepaid expenses of $150,096, by a $226,671 increase in accounts payable and accrued liabilities, and a $5,000 increase in related party payables.

During the nine months ended September 30, 2024, we used $824,134 in operating activities. We used $838,127 to cover our cash operating costs, which were determined by reducing the net loss of $2,533,689 the Company incurred during the period, by non-cash items included in the net loss of $1,695,562; and $8,973 to decrease our accounts payable and accrued liabilities. These uses of cash were in part offset by a $22,966 decrease in prepaid expenses

Adjustments to reconcile net loss to net cash used in operating activities

During the nine months ended September 30, 2025, we recognized $29,603 gain on revaluation of fair value of our investment in WRR Shares and $20,000 gain on the sale of our interest in Swales Property. In addition, we recognized $116,667 on vesting of shares awarded to our VP of Operations, $350,001 on vesting of shares we awarded to our consultants, in accordance with the agreements we executed in February of 2023, and $548,057 associated with fair value of options we granted to our president and directors that vested during the period. 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 nine months ended September 30, 2024, we recognized $19,716 gain on revaluation of fair value of our investments in WRR Shares. In addition, we recognized $740,002 in director and CEO compensation associated with the shares we distributed to our directors and CEO on December 30, 2021, $525,000 and $350,001 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 nine months ended September 30, 2025, we spent $20,000 to make an option payment on our Swales Property, which was initially accrued at December 31, 2024, and $40,000 to make option payments on our Agai-Pah and Belshazzar Properties. This use of funds was offset by $100,000 we received on the sale of our interest in the Swales Property.

During the nine-month period ended September 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, $150,000 to acquire NSR on Pikes Peak Project, $1,500,000 to exercise our option to acquire 1% production royalty on the Olinghouse Project. In addition, we paid $20,000 for our options on Agai-Pah Property and $20,000 for our option on Belshazzar Property.

Net cash provided by financing activities

During the nine months ended September 30, 2025, we issued 180,000 shares for total proceeds of $288,149 under the Registration Statement.

During the nine-month period ended September 30, 2024, we issued 408,125 shares for total proceeds of $489,750 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. An additional $45,300 were received during the nine-month period ended September 30, 2024, for which the shares were issued subsequent to September 30, 2024. The Company paid $2,874 in share issuance costs associated with the exercise of these Warrants.

Going Concern

At September 30, 2025, we had a working capital surplus of $4,789,505 and cash on hand of $6,119,919, 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 $90,065.

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 nine months ended September 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 nine months ended September 30, 2025, we used $20,000 to make an option payment on our Swales Property, which was initially accrued at December 31, 2024, and an additional $40,000 to make option payments for our Agai-Pah and Belshazzar Properties.

During the nine months ended September 30, 2024, we used $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, $150,000 to acquire NSR on Pikes Peak Project, $1,500,000 to exercise our option to acquire 1% production royalty on the Olinghouse Project. In addition, we paid $20,000 for our options on Agai-Pah Property and $20,000 for our options on Belshazzar Property.

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.

During the quarter ended September 30, 2025, we continued our focus on the Lapon Canyon Project under the Exploration Stream Earn-in Agreement with Walker River Resources. The lesser focus was on an exploration program on our Agai-Pah Property. During the nine months ended September 30, 2025, we sold our interest in the Swales Property in exchange for a 2% NSR and a $100,000 cash payment. 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 nine months ended September 30, 2025, the Company incurred $770,730 and $1,134,995, 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 nine months ended September 30, 2024. The Company did not have any plant nor equipment associated with the Lapon Canyon Exploration Stream Earn-in Project.

The Company provides updates on the progress of the exploration and drilling program carried out on the Lapon Canyon Project, by referring to news releases published by WRR. These updates can be found in Current Reports on Form 8-K in the Company’s filings with the SEC.

Agai-Pah Property (Exploration Phase)

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. The Company made the necessary $20,000 anniversary payment on August 6, 2025.

During the three and nine months ended September 30, 2025 and 2024, the Company paid $4,000 (2024 - $4,307) in annual mining claim fees. In addition, during the three and nine months ended September 30, 2025, the Company spent $1,676 and $9,757, 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 nine months ended September 30, 2024.

As of September 30, 2025, the total cost of the Agai-Pah Property was $100,000, with an additional $28,942 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 nine months ended September 30, 2025 and 2024, the Company paid $2,000, each, in minimum annual payments that are required under the Lazy Claims Agreement. During the three and nine months ended September 30, 2025, the Company paid $600 (2024 - $nil) and $600 (2024 - $nil), respectively, in exploration expenses.

As of September 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 nine months ended September 30, 2025 and 2024, the Company paid $3,200 (2024 - $3,459) in annual mining claim fees. These fees were recorded as part of the Company’s exploration expenses.

As of September 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)

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 The Company made the necessary $20,000 anniversary payment on August 6, 2025.

During the three and nine months ended September 30, 2025 and 2024, the Company incurred $3,200 (2024 - $3,475) in annual mining claim fees. In addition, during the three and nine months ended September 30, 2025, the Company incurred $nil and $2,294, respectively, in exploration expenses associated with the Belshazzar Property (2024 - $500 were incurred in geological fees during the comparative three and nine months ended September 30,2024).

As of September 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)

The term of the Swales Property Agreement commenced on December 27, 2021, and was 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 consisted 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 remained in effect. The Company had 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 was required to pay $750,000 (the “Swales Purchase Price”). The Swales Purchase Price could have been 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, were not 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 during the nine months ended September 30, 2025.

During the three and nine months ended September 30, 2025, the Company did not incur any expenses associated with the Swales Property. During the three and nine months ended September 30, 2024, the Company paid $8,547 in annual mining claim fees. These fees were recorded as part of the Company’s exploration expenses.

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.

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 nine months ended September 30, 2025 and 2024, the Company did not incur any expenses associated with the Olinghouse Project.

As of September 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 nine months ended September 30, 2025 and 2024, the Company did not incur any expenses associated with the Palmetto Project.

As of September 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 nine months ended September 30, 2025 and 2024, the Company did not incur any expenses associated with the Lapon Canyon Project.

As of September 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.

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 nine months ended September 30, 2025 and 2024, the Company did not incur any expenses associated with the Pikes Peak Project.

As of September 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 nine months ended September 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 September 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.

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:

Exhibit Number		Description
10.04		Exploration Lease Agreement, dated August 2, 2017 (4)
10.05		Definitive Purchase Agreement dated July 11, 2018 (5)
10.06		Exploration Lease with Option to Purchase Agreement, dated May 19, 2021 (6)
10.07		Exploration Lease with Option to Purchase Agreement, dated June 4, 2021 (7)
10.08		Convertible Note Agreement (8)
10.09		Subscription Agreement (8)
10.10		Royalty Option to Purchase Agreement, dated December 17, 2021 (9)
10.11		Exploration Lease with Option to Purchase Agreement, dated December 27, 2021 (10)
10.13		Form of a lock-up agreement between the Company and certain Subscribers dated December 30, 2021 (11)
10.14		Royalty Purchase Agreement, dated January 27, 2022(12)
10.15		Form of a vesting and lock-up agreement between the Company and certain Subscribers with an effective date of December 30, 2021 (13)
10.16		Public Relations Services Agreement between the Company and Think Ink Marketing Data & Email Services, Inc. (“Think Ink”) dated February 3, 2023 (17)
10.17		Consulting Agreement, dated February 24, 2023, by and between Nevada Canyon Gold Corp. and Ryan McMillan (14)
10.18		Consulting Agreement, dated February 24, 2023, by and between Nevada Canyon Gold Corp. and RNR Enterprises (14)
10.19		Consulting Agreement, dated February 24, 2023, by and between Nevada Canyon Gold Corp. and Little Hill Holdings LLC (14)
10.20		Consulting services agreement, dated April 5, 2023, by and between Nevada Canyon Gold Corp. and Warm Springs Consulting LLC(15)
10.21		Consulting services agreement, dated August 16, 2023, by and between Nevada Canyon Gold Corp. and i2i Marketing Group, LLC.(16)
10.22		Royalty Purchase Agreement with Walker River Resources, LLC, dated May 24, 2024.(18)
10.23		Royalty Purchase Agreement with Walker River Resources, LLC, dated June 12, 2024.(19)
10.24		Common Stock Purchase Agreement dated as of October 3, 2024, by and between the Company and Keystone Capital Partners, LLC (20)
10.25		Registration Rights Agreement dated as of October 3, 3024, by and between the Company and Keystone Capital Partners, LLC (20)
10.26		Exploration Earn-in Agreement with Walker River Resources, LLC, dated January 31, 2025 (21)
31.1		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*.
31.2		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*.
32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*.
32.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*.
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 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.

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.

November 13, 2025	/s/ Alan Day
	Alan Day
	Chief Executive Officer (Principal Executive Officer),
	and Chairman of the Board of Directors

November 13, 2025	/s/ Jeffrey A. Cocks
	Jeffrey A. Cocks
	Chief Financial Officer
	(Principal Accounting Officer)
	and Member of the Board of Directors

TABLE OF CONTENTS

Note 1 - Nature Of Business Note 2 - Basis Of Presentation and Summary Of Significant Accounting Policies Note 3 Related Party Transactions Note 4 Mineral Property and Royalty Interests Note 5 Investment in Equity Security Note 6 Stockholders Equity Note 7 Prepaid Expenses and Other Current Assets Note 8 Note Receivable Item 2. Management S Discussion and Analysis Of Financial Conditions and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Mine Safety Disclosures Item 5. Other Information Item 6. Exhibits

Exhibits

10.04 Exploration Lease Agreement, dated August 2, 2017 (4) 10.05 Definitive Purchase Agreement dated July 11, 2018 (5) 10.06 Exploration Lease with Option to Purchase Agreement, dated May 19, 2021 (6) 10.07 Exploration Lease with Option to Purchase Agreement, dated June 4, 2021 (7) 10.08 Convertible Note Agreement (8) 10.09 Subscription Agreement (8) 10.10 Royalty Option to Purchase Agreement, dated December 17, 2021 (9) 10.11 Exploration Lease with Option to Purchase Agreement, dated December 27, 2021 (10) 10.13 Form of a lock-up agreement between the Company and certain Subscribers dated December 30, 2021 (11) 10.14 Royalty Purchase Agreement, dated January 27, 2022(12) 10.15 Form of a vesting and lock-up agreement between the Company and certain Subscribers with an effective date of December 30, 2021 (13) 10.16 Public Relations Services Agreement between the Company and Think Ink Marketing Data & Email Services, Inc. (Think Ink) dated February 3, 2023 (17) 10.17 Consulting Agreement, dated February 24, 2023, by and between Nevada Canyon Gold Corp. and Ryan McMillan (14) 10.18 Consulting Agreement, dated February 24, 2023, by and between Nevada Canyon Gold Corp. and RNR Enterprises (14) 10.19 Consulting Agreement, dated February 24, 2023, by and between Nevada Canyon Gold Corp. and Little Hill Holdings LLC (14) 10.20 Consulting services agreement, dated April 5, 2023, by and between Nevada Canyon Gold Corp. and Warm Springs Consulting LLC(15) 10.21 Consulting services agreement, dated August 16, 2023, by and between Nevada Canyon Gold Corp. and i2i Marketing Group, LLC.(16) 10.22 Royalty Purchase Agreement with Walker River Resources, LLC, dated May 24, 2024.(18) 10.23 Royalty Purchase Agreement with Walker River Resources, LLC, dated June 12, 2024.(19) 10.24 Common Stock Purchase Agreement dated as of October 3, 2024, by and between the Company and Keystone Capital Partners, LLC (20) 10.25 Registration Rights Agreement dated as of October 3, 3024, by and between the Company and Keystone Capital Partners, LLC (20) 10.26 Exploration Earn-in Agreement with Walker River Resources, LLC, dated January 31, 2025 (21) 31.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*. 31.2 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*. 32.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*. 32.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*.

NGLD 10-Q Quarter ended Sept. 30, 2025

Exhibits