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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) November 15, 2023

 

NEVADA CANYON GOLD CORP.

(Exact Name of Registrant as Specified in its Charter)

 

Nevada   000-55600   46-5152859

(State or other jurisdiction

of incorporation)

 

(Commission

File number)

 

(IRS Employer

Identification No.)

 

5655 Riggins Court, Suite 15, Reno, NV 89502

(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):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(g) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.0001 par value   NGLD   OTC Markets (Pinks)

 

 

 

   
 

 

ITEM 7.01 REGULATION FD DISCLOSURE

 

On November 15, 2023, the Company issued a news release announcing it has raised through a Tier 2 Regulation A+ public offering gross proceeds of approximately $10,000,000 (the “Offering”) with the issuance of 12,500,000 units (the “Units”) of the Company at a price of $0.80 per Unit.

 

Each unit consisted of one (1) restricted common share (“Share”) and one (1) share purchase warrant (“Warrant”) exercisable by the warrant holder to acquire one (1) additional Share at an exercise price of $1.20 for a period of 24 months from date of each closing. The common shares issued in connection with the Offering’s units are subject to a six-month lockup from the date of issuance.

 

A copy of the news release is attached as Exhibit 99.1 hereto.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

Exhibit No.   Description
     
99.1   News Release dated November 15, 2023
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: November 15, 2023