Current Report Filing (8-k)
May 19 2021 - 4:20PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported) May 19, 2021
NEVADA
CANYON GOLD CORP.
(Exact
Name of Registrant as Specified in its Charter)
Nevada
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000-55600
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46-5152859
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(State
or other jurisdiction
of incorporation)
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(Commission
File number)
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(IRS
Employer
Identification No.)
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316
California Ave., Suite 543, Reno, NV 89509
(Address
of principal executive offices) (zip code)
Registrant’s
telephone number, including area code (888) 909-5548
(Former
name or former address, if changed since last report.)
Copies
to:
Janus
Capital Law Group
Attn.:
Deron Colby, Esq.
22
Executive Park, Suite 250
Irvine,
California 92614
Phone:
(949) 633-8965
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common Stock, $0.0001
par value
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NGLD
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OTC Markets (Pinks)
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ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Exploration
Lease with Option to Purchase Agreement
On
May 19, 2021, Nevada Canyon Gold Corp. (“NCG”) entered into Exploration Lease with Option to Purchase Agreement (the
“Agreement”) with MSM Resource, L.L.C., (“MSM”) a Nevada limited liability Corporation on the Agai-Pah
Property, consisting of twenty unpatented mining claims totaling 400 acres, located in sections 32 & 33, T4N, R34E, MDM, Mineral
County, Nevada about 10 miles northeast of the town of Hawthorne (the “Property”).
The
term of the Agreement commences on May 19, 2021, and continues for ten (10) years, subject to NCG’s right to extend the
Agreement for two (2) additional terms of ten (10) years each, and subject to NCG’s option to purchase the Property.
Full
consideration of the Agreement consists of the following: i.) an initial cash payment of $20,000 to be paid within 90 days from
the execution of the Agreement on 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 Agreement remains in effect. NCG has the exclusive option and right to acquire
100% ownership of the Property (the “Purchase Option”). To exercise the Purchase Option, NCG will be required to pay
Seven Hundred Fifty Thousand Dollars ($750,000) (the “Purchase Price”). The Purchase Price can be paid in either cash
and/or equity of NCG, or a combination thereof, at the election of MSM. The annual payments paid by NCG to MSM, shall not be applied
or credited against the Purchase Price.
A
copy of the Exploration Lease with Option to Purchase Agreement dated May 19, 2021 is attached as Exhibit 10.06 hereto.
ITEM
7.0 REGULATION FD DISCLOSURE
On
May 19, 2021, the Company issued a news release announcing it had entered into an Exploration Lease with Option to Purchase Agreement
on the Agai-Pah Property, located in Mineral County Nevada, further described in Item 1.01 of this Form 8-K. A copy of the news
release is attached as Exhibit 99.1 hereto.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf
by the undersigned hereunto duly authorized.
NEVADA
CANYON GOLD CORP.
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By:
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/s/
Jeffrey Cocks
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Jeffrey
Cocks
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President
and Chief Executive Officer
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Date:
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May
19, 2021
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