Current Report Filing (8-k)
December 28 2021 - 2:30PM
Edgar (US Regulatory)
0001605481
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0001605481
2021-12-27
2021-12-27
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported) December 27, 2021
NEVADA
CANYON GOLD CORP.
(Exact
Name of Registrant as Specified in its Charter)
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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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☐
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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(g) of the Act:
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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
December 27, 2021, Nevada Canyon Gold Corp. (“NCG”) entered into Exploration Lease with Option to Purchase Agreement (the
“Agreement”) with W. Wright Parks III (WWP) on the Swales Property, consisting of 40 unpatented lode mining claims totaling
800 acres, within Swales Mountain Mining District in Elko County, Nevada (the “Property”).
The
term of the Agreement commences on December 27, 2021, and continues for ten (10) years, subject to NCG’s right to extend the Agreement
for two (2) additional terms of ten (10) years each, and subject to NCG’s option to purchase the Property.
Full
consideration of the Agreement consists of the following: i.) an initial cash payment of $20,000 to be paid within 90 days from the execution
of the Agreement on December 27, 2021 (the “effective date”), and ii.) annual payments of $20,000 to be paid on the anniversary
of the Effective Date while the Agreement remains in effect. NCG has the exclusive option and right to acquire 100% ownership of the
Property (the “Purchase Option”). To exercise the Purchase Option, NCG will be required to pay Seven Hundred and Fifty Thousand
Dollars ($750,000) (the “Purchase Price”). The Purchase Price can be paid in either cash and/or equity of NCG, or a combination
thereof, at the election of WWP. The annual payments paid by NCG to WWP, shall not be applied or credited against the Purchase Price.
A
copy of the Exploration Lease with Option to Purchase Agreement dated December 27, 2021, is attached as Exhibit 10.11 hereto.
ITEM
7.0 REGULATION FD DISCLOSURE
On
December 28, 2021, the Company issued a news release announcing it had entered into an Exploration Lease with Option to Purchase Agreement
on the Swales Property, located in Elko County, Nevada, further described in Item 1.01 of this Form 8-K. A copy of the news release is
attached as Exhibit 99.1 hereto.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
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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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December 28, 2021
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