UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Purchase agreements to acquire net smelter returns royalty.
On May 24, 2024, Nevada Canyon Gold Corp. (“Nevada Canyon” or the “Company”), through its wholly owned subsidiary, Nevada Canyon, LLC, entered into a Royalty Purchase Agreement (the “Agreement”) with Walker River Resources, LLC, a wholly owned subsidiary of Walker River Resources Corp. (“Walker River”) to acquire a two percent (2%) net smelter returns royalty (“NSR”) on the Lapon Canyon Project (the “Project”). The purchase price for the NSR is $300,000 to be paid at the closing of the Agreement. The Company previously acquired an additional one percent (1%) NSR from two individual third party royalty holders on the Sleeper 36 claim group that is part of the Project.
A copy of the Agreement dated May 24, 2024, is attached as Exhibit 10.1 hereto.
ITEM 7.01 REGULATION FD DISCLOSURE
On May 28, 2024, the Company issued a news release announcing it entered into the Agreement as described in Item 1.01 of this Form 8-K. A copy of the news release is attached as Exhibit 99.1 hereto, which is incorporated by reference solely for purposes of this Item 7.01 disclosure.
Exhibit 99.1 contains forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking statements.
The information set forth under this Item 7.01, including Exhibit 99.1, is being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
| Exhibit No. | Description | |
| 10.1 | Royalty Purchase Agreement with Walker River Resources, LLC, dated May 24, 2024 | |
| 99.1 | News Release dated May 28, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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. | ||
| By: | /s/ Alan Day | |
| Alan Day | ||
| President and Chief Executive Officer | ||
Date: May 29, 2024