Company Quick10K Filing
Nevada Canyon Gold
Price0.14 EPS0
Shares45 P/E16
MCap6 P/FCF-110
Net Debt-0 EBIT0
TEV6 TEV/EBIT15
TTM 2019-09-30, in MM, except price, ratios
10-Q 2020-09-30 Filed 2020-11-09
10-Q 2020-06-30 Filed 2020-08-12
10-Q 2020-03-31 Filed 2020-05-08
10-K 2019-12-31 Filed 2020-03-27
10-Q 2019-09-30 Filed 2019-11-12
10-Q 2019-06-30 Filed 2019-08-13
10-Q 2019-03-31 Filed 2019-05-15
10-K 2018-12-31 Filed 2019-04-01
10-Q 2018-09-30 Filed 2018-11-13
10-Q 2018-06-30 Filed 2018-07-30
10-Q 2018-03-31 Filed 2018-05-15
10-K 2017-12-31 Filed 2018-04-16
10-Q 2017-09-30 Filed 2017-11-13
10-Q 2017-06-30 Filed 2017-08-14
10-Q 2017-03-31 Filed 2017-05-15
10-K 2016-12-31 Filed 2017-03-21
10-Q 2016-09-30 Filed 2016-11-14
10-Q 2016-06-30 Filed 2016-08-15
10-Q 2016-03-31 Filed 2016-05-11
10-K 2015-12-31 Filed 2016-03-15
10-Q 2015-09-30 Filed 2015-11-13
10-Q 2015-06-30 Filed 2015-08-18
10-Q 2015-03-31 Filed 2015-05-18
10-K 2014-12-31 Filed 2015-03-30
10-Q 2014-09-30 Filed 2014-11-17
8-K 2020-08-27
8-K 2018-07-12

NGLD 10Q Quarterly Report

Part I - Financial Information
Item 1. Financial Statements
Note 1 - Nature of Business
Note 2 - Basis of Presentation
Note 3 - Related Party Transactions
Note 4 - Accounts Payable and Accrued Liabilities
Note 5 - Mineral Property Interests
Note 6 - Equity Investment
Note 7 - Notes and Advances Payable
Note 8 - Stockholders' Equity
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 &Mdash; 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
EX-31.1 ex31-1.htm
EX-32.1 ex32-1.htm

Nevada Canyon Gold Earnings 2020-09-30

Balance SheetIncome StatementCash Flow
2.72.11.51.00.4-0.22014201620182020
Assets, Equity
2.31.81.30.80.3-0.22013201420162018
Rev, G Profit, Net Income
0.50.40.20.1-0.1-0.22014201620182020
Ops, Inv, Fin

10-Q 1 form10-q.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended: September 30, 2020

 

or

 

[  ] 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.)

 

316 California Avenue, Suite 543    
Reno, NV   89509
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (888) 909-5548

 

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 [X] 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 [X] 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 [  ] (Do not check if a smaller reporting company) Smaller reporting company [X]

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
NA   NA   NA

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

 

Yes [  ] No [X]

 

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 9, 2020, the number of shares outstanding of the issuer’s common stock, par value $0.0001 per share, is 4,455,000.

 

 

 

 

 

 

table of contents

 

  Page
Part I – FINANCIAL INFORMATION 3
Item 1. Financial Statements 3
Condensed Balance Sheets 3
Condensed Statements of Operations 4
Condensed Statements of Cash Flow 5
Condensed Statements of Stockholders’ Equity (Deficit) 6
Notes to the Condensed Financial Statements 7
Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations 10
Results of Operations 12
Off-Balance Sheet Arrangements 17
Item 3. Quantitative and Qualitative Disclosures about Market Risk 17
Item 4. Controls and Procedures 17
PART II — OTHER INFORMATION 18
Item 1. Legal Proceedings 18
Item 1A. Risk Factors 18
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 18
Item 3. Defaults Upon Senior Securities 18
Item 4. Mine Safety Disclosures 18
Item 5. Other Information 18
Item 6. Exhibits 19
SignatureS 20

 

2

 

 

Part I – FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Nevada Canyon Gold Corp.

Condensed Balance Sheets

(Presented in US Dollars)

(Unaudited)

 

   September 30, 2020   December 31, 2019 
         
ASSETS          
Current Assets          
Cash  $857,323   $367,201 
Prepaid expenses   5,433    1,283 
    862,756    368,484 
           
Equity investment   905,286    1,030,406 
Mineral property interest   10,395    10,395 
TOTAL ASSETS  $1,778,437   $1,409,285 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)          
Current Liabilities          
Accounts payable and accrued liabilities  $346,500   $351,000 
Related party payables   1,062,232    1,062,232 
Notes and advances payable   16,164    16,164 
Total liabilities   1,424,896    1,429,396 
           
Stockholders’ Equity (Deficit)          
Preferred Stock: Authorized 10,000,000 preferred shares, $0.0001 par, none issued and outstanding as of September 30, 2020 and December 31, 2019   -    - 
Common Stock: Authorized 100,000,000 common shares, $0.0001 par, 4,455,000 issued and outstanding as of  September 30, 2020 and December 31, 2019   445    445 
Additional paid-in capital   526,655    526,655 
Deficit   (173,559)   (547,211)
    353,541    (20,111)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)  $1,778,437   $1,409,285 

 

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

 

3

 

 

Nevada Canyon Gold Corp.

Condensed Statements of Operations

(Presented in US Dollars)

(Unaudited)

 

   For the three months ended
September 30,
   For the nine months ended
September 30,
 
   2020   2019   2020   2019 
                 
Operating expenses                    
Exploration expenses  $7,349   $32,541   $7,349   $93,228 
General and administrative expenses   2,988    62,775    8,719    196,172 
Professional fees   5,200    1,700    10,200    8,400 
Transfer agent and filing fees   3,475    2,325    8,287    6,484 
    (19,012)   (99,341)   (34,555)   (304,284)
Other items                    
Fair value gain (loss) on equity investments   237,226    (1,093,853)   246,593    421,275 
Foreign exchange gain (loss)   8,811    (7,729)   (9,615)   15,076 
Interest income   481    1,577    2,363    3,601 
Realized gain on equity investment   86,586    -    168,866    247,524 
Net income (loss)  $314,092   $(1,199,346)  $373,652   $383,192 
                     
Net income (loss) per common share - basic  $0.07   $(0.27)  $0.08   $0.09 
Net income (loss) per common share - diluted  $0.07   $(0.27)  $0.08   $0.09 
Weighted average number of common shares outstanding  Basic and diluted   4,455,000    4,455,000    4,455,000    4,455,000 

 

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

 

4

 

 

Nevada Canyon Gold Corp.

Condensed Statements of Cash Flow

(Presented in US Dollars)

(Unaudited)

 

   For the nine months ended
September 30,
 
   2020   2019 
OPERATING ACTIVITIES          
Net income  $373,652   $383,192 
Adjustment to reconcile net income to net cash used by operating activities          
Fair value gain on equity investments   (415,459)   (668,799)
Foreign exchange loss (gain)   9,615    (12,337)
Interest income   -    (3,601)
Changes in operating assets and liabilities          
Accounts payable and accrued liabilities   (4,500)   66,500 
Prepaid expenses   (4,150)   (1,650)
Related party payables   -    180,100 
Net cash used in operating activities   (40,842)   (56,595)
           
INVESTING ACTIVITIES          
Sale of equity investments   540,579    478,077 
Net cash povided by investing activities   540,579    478,077 
           
FINANCING ACTIVITIES          
Advances received   -    1,100 
Net cash provided by financing activities   -    1,100 
           
Effect of foreign currency translation on cash   (9,615)   - 
           
Net increase in cash   490,122    422,582 
Cash, beginning   367,201    1,601 
Cash, ending  $857,323   $424,183 
           
Supplemental cash flow information          
Cash received for interest  $2,363   $3,601 
Cash paid for income taxes  $-   $- 
           
Significant non-cash transactions          
Fair value gain on equity investments  $(246,593)  $(421,275)

 

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

 

5

 

 

Nevada Canyon Gold Corp.

Condensed Statements of Stockholders’ Equity (Deficit)

(Presented in US Dollars)

(Unaudited)

 

           Additional        Total 
   Common Stock   Paid-in   Accumulated   Stockholders’ 
   Shares   Amount   Capital   Deficit   Equity (Deficit) 
Balance, December 31, 2018   4,455,000   $445   $526,655   $(721,016)  $         (193,916)
                          
Net income for the period ended March 31, 2019   -    -    -    1,037,497    1,037,497 
Balance, March 31, 2019   4,455,000    445    526,655    316,481    843,581 
                          
Net income for the period ended June 30, 2019   -    -    -    545,041    545,041 
Balance, June 30, 2019   4,455,000    445    526,655    861,522    1,388,622 
                          
Net loss for the period ended September 30, 2019   -    -    -    (1,199,346)   (1,199,346)
Balance, September 30, 2019   4,455,000   $445   $526,655   $(337,824)  $189,276 
                          
Balance, December 31, 2019   4,455,000   $445   $526,655   $(547,211)  $(20,111)
                          
Net loss for the period ended March 31, 2020   -    -    -    (193,209)   (193,209)
Balance, March 31, 2020   4,455,000    445    526,655    (740,420)   (213,320)
                          
Net income for the period ended June 30, 2020   -    -    -    252,769    252,769 
Balance, June 30, 2020   4,455,000    445    526,655    (487,651)   39,449 
                          
Net income for the period ended September 30, 2020   -    -    -    314,092    314,092 
Balance, September 30, 2020   4,455,000   $445   $526,655   $(173,559)  $353,541 

 

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

 

6

 

 

NEVADA CANYON GOLD CORP.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

SEPTEMBER 30, 2020

 

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. The Company is involved in acquiring and exploring mineral properties in Nevada.

 

On August 27, 2020, the Company’s Board of Directors approved a one-for-10 (1:10) reverse split of the Company’s common stock (the “Reverse Stock Split”), which became effective upon approval by the Financial Industry Regulatory Authority (“FINRA”), which was received on October 28, 2020. All shares and per share amounts have been retroactively restated to account for the Reverse Stock Split.

 

Going Concern

 

The Company’s unaudited interim condensed 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 has only recently begun its exploration operations 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. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

 

NOTE 2 - BASIS OF PRESENTATION

 

The unaudited interim condensed financial statements of the Company have been prepared in accordance with US GAAP for interim condensed financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). They do not include all 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 financial statements for the year ended December 31, 2019, included in the Company’s Annual Report on Form 10-K, filed with the SEC. The unaudited interim condensed financial statements should be read in conjunction with those financial statements included in Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three and nine months ended September 30, 2020, are not necessarily indicative of the results that may be expected for the year ending December 31, 2020.

 

Recent Accounting Pronouncements

 

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

 

NOTE 3 – RELATED PARTY TRANSACTIONS

 

Amounts due to related parties at September 30, 2020 and December 31, 2019:

 

   September 30,
2020
   December 31,
2019
 
Advances due to the Chief Executive Officer (“CEO”) (a)  $170,232   $170,232 
Amounts due to a company controlled by the CEO(a)   360,000    360,000 
Advances due to a director(a)   271,000    271,000 
Amounts due to a company controlled by a director(a)   240,000    240,000 
Advances due to a major shareholder(a)   21,000    21,000 
Related party advances  $1,062,232   $1,062,232 

 

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

 

7

 

 

During the three- and nine-month periods ended September 30, 2020, the Company did not have any transactions with its related parties. During the three-month period ended September 30, 2019, the Company accrued $30,000 in consulting fees payable to a company controlled by the CEO and $30,000 in consulting fees to a company controlled by a director of the Company. During the nine-month period ended September 30, 2019, the Company accrued $90,000 in consulting fees payable to a company controlled by the CEO and $90,000 in consulting fees to a company controlled by a director of the Company.

 

NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

 

   September 30,
2020
   December 31,
2019
 
Trade payables  $342,700   $340,300 
Accrued liabilities   3,800    10,700 
   $346,500   $351,000 

 

NOTE 5 – MINERAL PROPERTY INTERESTS

 

Lazy Claims

 

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 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, 2020 and 2019, the Company paid $2,543 (2019 - $2,541) for its mineral property interests in Lazy Claims, of which $2,000 (2019 - $2,000) represented annual minimum payment required under the Lazy Claims Agreement and $543 (2019 - $541) was associated with the annual mining claim fees paid to the Bureau of Land Management.

 

Loman Claims

 

In December 2019 the Company acquired 27 mining claims for a total of $10,395. The claims were acquired from a third-party by the Company.

 

During the three- and nine-month periods ended September 30, 2020, the Company paid $4,806 (2019 - $Nil) for its mineral property interests in Loman Claims.

 

Additional Exploration Consulting Fees

 

During the three- and nine-month periods ended September 30, 2019, the Company paid $30,000 and $90,000, respectively, in consulting fees associated in part with preparing geological program to be run on Lazy Claims and $687 for other exploration expenses.

 

NOTE 6 – EQUITY INVESTMENT

 

As at September 30, 2020, the Company’s equity investments consist of 8,218,000 common shares of Walker River Resources Corp. (“WRR”) and warrants to acquire an additional 1,900,000 WRR common shares (the “WRR Warrants”).

 

8

 

 

The WRR Warrants expire on July 18, 2022 and can be exercised without further consideration into 1,900,000 common shares in the capital of WRR (the “WRR Shares”). The terms of the WRR Warrants contain a provision which prevents the Company to exercise any part of the WRR Warrants which would result in the Company owning 10% or more of the issued and outstanding shares of WRR. Because these warrants can be exercised for no further consideration they have been accounted for as being equivalent to shares and classified as available for sale.

 

On January 9, 2020, the Company exercised 10,000,000 WRR Warrants. At the time of the exercise, the WRR Shares had a fair market value of $878,539 (CAD$1,149,042).

 

At September 30, 2020, the fair market value of the equity investment was calculated to be $905,286 (2019 - $1,030,406) based on the market price of WRR Shares at September 30, 2020.

 

During the nine-month period ended September 30, 2020, the Company sold 5,640,000 WRR Shares for net proceeds of $540,579 (2019 – the Company sold 5,242,000 WRR Shares for net proceeds of $478,077). The Company recorded a net realized gain of $168,866 on the sale of WRR Shares (2019 - $247,524). During the three-month period ended September 30, 2020, the Company sold 4,371,000 WRR Shares for net proceeds of $375,249 (2019 - $Nil). The Company recorded a net realized gain of $86,586 on the sale of WRR Shares (2019 - $Nil).

 

The revaluation of the equity investment in WRR resulted in $246,593 gain (2019 - $421,275). The gain resulted from the increase of the market price of WRR’s common stock from CAD$0.085 per share at December 31, 2019, to CAD$0.125 per share at September 30, 2020, and was further affected by weakening of the Canadian Dollar in comparison to the US Dollar. In comparison, during the nine-month period ended September 30, 2019, the market price of WRR’s common stock increased from CAD$0.06 per share at December 31, 2018, to CAD$0.095 per share at September 30, 2019, resulting in an overall gain, which was further augmented by the strengthening Canadian dollar.

 

NOTE 7 – NOTES AND ADVANCES PAYABLE

 

At September 30, 2020, the Company’s liability associated with notes and advances payable consisted of $15,064 the Company received as an advance for its operating activities during the year ended December 31, 2018, and $1,100 the Company received from WRR as a payment of its vendor payable. The advances are non-interest bearing, unsecured and due on demand.

 

NOTE 8 – 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 August 27, 2020, the Company’s Board of Directors approved a one-for-10 (1:10) Reverse Stock Split. The record date for the Reverse Stock Split was August 28, 2020, however, it became effective on October 28, 2020, when the Company received an approval from Financial Industry Regulatory Authority (“FINRA”). All share data and per-share amounts have been retroactively restated to account for the Reverse Stock Split.

 

During the three-and nine-month periods ended September 30, 2020, and for the year ended December 31, 2019, the Company did not have any transactions that would have resulted in issuance of the shares of its common stock.

 

9

 

 

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 forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 (collectively, the “Reform Act”). The Reform Act provides a safe harbor for forward-looking statements to encourage companies to provide prospective information about themselves so long as they identify these statements as forward-looking and provide meaningful cautionary statements identifying important factors that could cause actual results to differ from the projected results. All statements, other than statements of historical fact that we make in this Quarterly Report on Form 10-Q are forward-looking. The words “anticipates,” “believes,” “expects,” “intends,” “will continue,” “estimates,” “plans,” “projects,” the negative of these terms and similar expressions are intended to identify forward-looking statements. However, the absence of these words does not mean the statement is not forward-looking.

 

Forward-looking statements involve risks, uncertainties or other factors which may cause actual results to differ materially from the future results, performance or achievements expressed or implied by the forward-looking statements. These statements are based on our management’s beliefs and assumptions, which in turn are based on currently available information. Certain risks, uncertainties or other important factors are detailed in this Quarterly Report on Form 10-Q and may be detailed from time to time in other reports we file with the Securities and Exchange Commission, including on Forms 8-K and 10-K.

 

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.

 

10

 

 

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 interim condensed 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 interim condensed financial statements.

 

In this Quarterly Report on Form 10-Q, “Company,” “the Company,” “us,” and “our” refer to Nevada Canyon Gold Corp., a Nevada corporation, 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-month periods ended September 30, 2020 and 2019. You should refer to the 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. We are involved in acquiring and exploring mineral properties in Nevada, however, as of the date of this Quarterly Report on Form 10-Q we have not generated or realized any revenues from these business operations.

 

On August 27, 2020, our Board of Directors approved a one-for-ten (1:10) reverse split of our common stock, which became effective upon approval by the FINRA, on October 28, 2020. All shares and per-share amounts have been retroactively restated to account for the Reverse Stock Split.

 

We were a party to an exploration agreement (the “Agreement”) with an option to form a joint venture with Walker River Resources Corp. (“WRR”) on its wholly-owned Lapon Canyon Gold Project (“Lapon Canyon Project”) located approximately 40 miles southeast of Yerington, Nevada. On July 5, 2017, we entered into a property purchase agreement with WRR on the Lapon Canyon Project, pursuant to which WRR agreed to buy back our interest in the Lapon Canyon Project in exchange for 9,100,000 common shares of WRR (the “WRR Shares”) and warrants to acquire an additional 11,900,000 WRR Shares (the “WRR Warrants”). Each WRR Warrant is exercisable for a period of five years without further consideration into one WRR Share. The terms of the WRR Warrants contain a provision which prevents us from exercising any WRR Warrants which would result in us owning 10% or more of the issued and outstanding shares of WRR. We exercised 10,000,000 WRR Warrants on January 9, 2020; at the time of exercise, the WRR Shares had a fair market value of $878,539 (CAD$1,149,042).

 

On June 7, 2017, we entered into an exploration lease and option to purchase agreement (the “Garfield Agreement”) with Goodsprings Development LLC (“Goodsprings”), a Nevada limited liability corporation on the Garfield Flats Project (the “Garfield Property”), consisting of six Orsa Claims and six Lazy Claims totaling 240 acres located in sections 27 and 28 of T 7 N, R 32 E, Mineral County, Nevada about 18 miles southeast of the town of Hawthorne. During our Fiscal 2017, we staked an additional 69 Orsa Claims and 75 Lazy Claims which we added to the Garfield Flats Project.

 

On July 11, 2018, we entered into a definitive purchase agreement with WRR for the sale of the Garfield Agreement. Full consideration for the Garfield Agreement consisted of a one-time cash payment of $55,000 (the “Cash Consideration”). In lieu of the Cash Consideration, WRR agreed to extinguish the $55,000 note payable we issued to WRR during our fiscal 2017.

 

On August 2, 2017, we entered into an exploration lease agreement (the “Lazy Claims Agreement”) with Tarsis Resources US Inc. (“Tarsis”), a Nevada corporation, to lease rights to three additional Lazy claims totaling 60 acres and located in the vicinity of the Garfield Property. 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, which we paid upon the execution of the Lazy Claims Agreement, with $2,000 payable to Tarsis on each subsequent anniversary of the effective date. We 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 Property. Should the Lazy Claims Royalty payments be in excess of $2,000 per year, we will not be required to pay a $2,000 annual minimum payment.

 

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In December 2019 we acquired 27 unpatented mining claims for a total of $10,395 from a third-party (the “Loman Property”). As at the date of this Quarterly Report on Form 10-Q, the Loman Property claims are yet to be re-registered into the Company’s name, as due to COVID-19 pandemic certain regulatory requirements cannot be finalized. The Company intends to finalize the re-registration once the current world health crisis has passed and all local regulatory services are operating at full capacity.

 

As of the date of this Quarterly Report on Form 10-Q, our mineral interests are represented by Lazy Claims Property and Loman Property.

 

Critical Accounting Policies and Estimates

 

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States of America (“GAAP”) and are presented in US dollars. 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 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 financial statements.

 

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations section discusses our unaudited interim condensed financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing and investing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our unaudited interim condensed financial statements include estimates as to the appropriate carrying value of certain assets and liabilities, which are not readily apparent from other sources.

 

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited interim condensed financial statements for the three- and nine-month periods ended September 30, 2020, together with notes thereto, which are included in this Quarterly Report on Form 10-Q, as well as our most recent audited financial statements on Form 10-K for the year ended December 31, 2019.

 

Results of Operations

 

Three and nine months ended September 30, 2020, compared to the three and nine months ended September 30, 2019:

 

   Three months ended
September 30,
   Changes between the   Nine months ended
September 30,
   Changes between the 
   2020   2019   periods   2020   2019   periods 
                         
Operating expenses                              
Exploration expenses  $7,349   $32,541   $(25,192)  $7,349   $93,228   $(85,879)
General and administrative expenses   2,988    62,775    (59,787)   8,719    196,172    (187,453)
Professional fees   5,200    1,700    3,500    10,200    8,400    1,800 
Transfer agent and filing fees   3,475    2,325    1,150    8,287    6,484    1,803 
Total operating expenses   (19,012)   (99,341)   (80,329)   (34,555)   (304,284)   (269,729)
Other items                              
Fair value gain/(loss) on equity investments   237,226    (1,093,853)   1,331,079    246,593    421,275    (174,682)
Foreign exchange gain/(loss)   8,811    (7,729)   16,540    (9,615)   15,076    (24,691)
Interest income   481    1,577    (1,096)   2,363    3,601    (1,238)
Realized gain on equity investment   86,586    -    86,586    168,866    247,524    (78,658)
Net and comprehensive income/(loss)  $314,092   $(1,199,346)  $1,513,438   $373,652   $383,192   $(9,540)

 

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Revenues

 

We had no revenues for the three- and nine-month periods ended September 30, 2020 and 2019. 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

 

Our operating expenses include exploration expenses, general and administrative expenses, professional fees and transfer agent and filing fees.

 

During the three-month period ended September 30, 2020, our operating expenses decreased by $80,329, or 81%, to $19,012 for the three months then ended, compared to $99,341 for the three-month period ended September 30, 2019. This change was mainly associated with decreased general and administrative fees, which decreased by $59,787 to $2,988 for the three-month period ended September 30, 2020, as compared to $62,775 we incurred during the three months ended September 30, 2019. The main component affecting the change in general and administrative expenses was associated with absence of management consulting fees, as the Company’s related parties agreed to provide their consulting services free of charge. During the comparative three-month period ended September 30, 2019, we incurred $60,000 in management consulting fees, which were recorded as part of general and administrative expenses. Our exploration expenses for the three-month period ended September 30, 2020, decreased by $25,192, or 77%, from $32,541 we incurred during the three-month period ended September 30, 2019, to $7,349 in exploration expenses we incurred during the three-month period ended September 30, 2020. The exploration expenses were associated with annual payments for the Lazy Claims and the Loman Claims. These decreases were in part offset by increased professional fees of $5,200, a $3,500 increase from $1,700 we incurred during the three-month period ended September 30, 2019, and by $3,475 in transfer agent and filing fees, which increased by $1,150, as compared to $2,325 we incurred during the comparative period. Legal and transfer agent and filing fees increased as a result of our decision to consolidate our Common Stock on 1-for-10 basis, which became effective on October 28, 2020.

 

On a year-to-date basis, our operating expenses decreased by $269,729, or 89%, to $34,555 for the nine months ended September 30, 2020, compared to $304,284 for the nine-month period ended September 30, 2019. This change was mainly associated with decreased general and administrative fees, which decreased by $187,453 to $8,719 for the nine-month period ended September 30, 2020, as compared to $196,172 we incurred during the nine months ended September 30, 2019. The main component affecting the change in general and administrative expenses was associated with absence of management consulting fees, as the Company’s related parties agreed to provide their consulting services free of charge. During the comparative nine-month period ended September 30, 2019, we incurred $180,000 in management consulting fees. Our exploration expenses for the nine-month period ended September 30, 2020, decreased by $85,879, or 92%, from $93,228 we incurred during the nine-month period ended September 30, 2019, to $7,349 in exploration expenses we incurred during the nine-month period ended September 30, 2020. The exploration expenses were associated with annual payments for the Lazy Claims and the Loman Claims. These decreases were in part offset by increased professional fees of $10,200, a $1,800 increase from $8,400 we incurred during the nine-month period ended September 30, 2019, and by $8,287 in transfer agent and filing fees, which increased by $1,803, as compared to $6,484 we incurred during the comparative period. Legal and transfer agent and filing fees increased as a result of our decision to consolidate our Common Stock on 1-for-10 basis, which became effective on October 28, 2020.

 

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Other Items

 

During the three months ended September 30, 2020, we recognized $237,226 gain on fair value of equity investments (2019 –$1,093,853 loss). The gain resulted from revaluation of WRR Shares and WRR warrants and was caused mainly by increased market price of WRR’s shares from CAD$0.09 per share at June 30, 2020, to CAD$0.125 per share at September 30, 2020, and to a smaller degree from fluctuation of exchange rates between the US and Canadian dollars. During the same period, we recorded $86,586 gain on equity investments which was associated with the sale of 4,371,000 WRR Shares for net proceeds of $375,249 (CAD$499,070) (2019 - $247,524). We earned $481 in interest revenue (2019 - $1,577). Since the funds generated from the sale of equity investments are held in Canadian dollars, we incurred $8,811 gain associated with foreign exchange fluctuation rates (2019 - $7,729 loss).

 

During the nine months ended September 30, 2020, we recognized $246,593 gain on fair value of equity investments (2019 –$421,275). The gain resulted from revaluation of WRR Shares and WRR warrants and was caused mainly by increased market price of WRR’s shares from CAD$0.085 per share at December 31, 2019, to CAD$0.125 per share at September 30, 2020, and to a smaller degree from fluctuation of exchange rates between the US and Canadian dollars. During the same period, we recorded $168,866 gain on equity investments which was associated with the sale of 5,640,000 WRR Shares for net proceeds of $540,579 (CAD$719,045) (2019 - $247,524). We earned $2,363 in interest revenue (2019 - $3,601). Since the funds generated from the sale of equity investments are held in Canadian dollars, we incurred $9,615 loss associated with foreign exchange fluctuation rates (2019 - $15,076 gain).

 

Net Income (Loss)

 

At September 30, 2020, we recorded a net income of $314,092, as compared to net loss of $1,199,346 for the three-month period ended September 30, 2019. This change mainly resulted from $237,226 gain on revaluation of our equity investments, as opposed to $1,093,853 loss we recognized in the comparative period.

 

On a year-to-date basis, we recorded a net income of $373,652, as compared to net income of $383,192 for the nine-month period ended September 30, 2019. This change mainly resulted from $246,593 gain on revaluation of our equity investments (2019 - $421,275), and $168,866 realized gain on the sale of WRR Shares (2019 - $247,524).

 

Liquidity and Capital Resources

 

  

September 30,
2020

  

December 31,
2019

 
         
Current assets  $862,756   $368,484 
Current liabilities   1,424,896    1,429,396 
Working capital deficit  $(562,140)  $(1,060,912)

 

As of September 30, 2020, we had a cash balance of $857,323, of which $468,023 (CAD$624,296) were held in high-interest savings account with a major Canadian bank, and working capital deficit of $562,140 with cash flows used in operations totaling $40,842 for the period then ended. During the nine months ended September 30, 2020, our operations were funded with $540,579 cash we generated from the sales of our equity investments.

 

We did not generate sufficient cash flows from our operating activities to satisfy our cash requirements for the three-and nine-month periods ended September 30, 2020. There is no assurance that we will be able to generate sufficient cash from our operations to repay the amounts owing under the advances payable, or to support our exploration program. If we are unable to generate sufficient cash flow from our operations to repay the amounts owing when due, we may be required to continue selling our equity investments or raise additional financing by borrowing funds or issuing our equity. There can be no assurance that we will be successful in our efforts to raise additional capital.

 

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Cash Flow

 

   Nine Months Ended
September 30,
 
   2020   2019 
Cash flows used in operating activities  $(40,842)  $(56,595)
Cash flows provided by investing activities   540,579    478,077 
Cash flows provided by financing activities   -    1,100 
Effects of foreign currency exchange on cash   (9,615)   - 
Net increase in cash during the period  $490,122   $422,582 

 

Net cash used in operating activities

 

Our net cash used in operating activities decreased by $15,753, or 28%, to $40,842 for the nine months ended September 30, 2020, compared with $56,595 for the comparative period in 2019. During the nine months ended September 30, 2020, we used $32,192 to cover our cash operating costs, $4,150 to increase our prepaid expenses, and $4,500 to reduce our accounts payable and accrued liabilities.

 

Our net cash used in operating activities increased by $25,504, or 82%, to $56,595 for the nine months ended September 30, 2019, compared with $31,091 for the comparative period in 2018. During the nine months ended September 30, 2019, we used $301,545 to cover our cash operating costs and $1,650 to increase our prepaid expenses. These uses of cash were offset by $66,500 increase in our accounts payable and by $180,100 increase in the amounts due to our related parties.

 

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

 

During the nine months ended September 30, 2020, we recognized $246,593 gain on revaluation of fair value of equity investments associated with WRR Shares and WRR Warrants and recorded $168,866 gain on sale of 5,640,000 WRR Shares for net proceeds of $540,579 (CAD$719,045). In addition, we recognized $9,615 loss on foreign exchange fluctuations.

 

During the nine months ended September 30, 2019, we recognized $421,275 gain on revaluation of fair value of equity investments associated with WRR Shares and WRR Warrants we received in exchange for our 30% interest in Lapon Canyon Gold Property which resulted from the fluctuation in share prices and foreign exchange rates, we also recorded $247,524 gain on sale of our equity investments. These gains were further increased by $12,337 in foreign exchange fluctuations and $3,601 we received in interest and dividend income on our investments.

 

Net cash generated by investing activities

 

During the nine-month period ended September 30, 2020, we generated $540,579 on the sale of 5,640,000 WRR Shares.

 

During the nine-month period ended September 30, 2019, we generated $478,077 on the sale of 5,242,000 WRR Shares.

 

Net cash provided by financing activities

 

During the nine months ended September 30, 2019, we recorded $1,100 as non-interest-bearing advance owed to WRR for a payment that WRR made on our behalf. We did not have any financing activities during the nine months ended September 30, 2020.

 

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Going Concern

 

At September 30, 2020, we had a working capital deficit of $562,140 and cash on hand of $857,323, which is sufficient enough to support our current plan of operations for the next 12-month period. Our equity investments include 8,218,000 WRR Shares and 1,900,000 WRR Warrants, which we have been using and are planning to continue to use as a source of additional cash inflow. To support our operations beyond the 12-month period we may require additional funds; therefore, we continue to actively pursue other means of financing our operations through equity and/or debt financing. There can be no assurance that we will be able to procure funds sufficient to support our day-to-day operations and exploration programs. 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.

 

Continued Uncertainty due to Global Outbreak of COVID-19

 

In March of 2020, the World Health Organization declared an outbreak of COVID-19 Global pandemic. The COVID-19 has impacted vast array of businesses through the restrictions put in place by most governments internationally, including the USA federal government as well as provincial and municipal governments, regarding travel, business operations and isolation/quarantine orders. At this time, it is unknown to what extent the impact of the COVID-19 outbreak may have on the Company as this will depend on future developments that are highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate geographic spread of the disease, and the duration of the outbreak, including the duration of travel restrictions, business closures or disruptions, and quarantine/isolation measures that are currently, or may be put, in place world-wide to fight the virus. While the extent of the impact is unknown, the COVID-19 outbreak may hinder the Company’s ability to raise financing for exploration or operating costs due to uncertain capital markets, supply chain disruptions, increased government regulations and other unanticipated factors, all of which may also negatively impact the Company’s business and financial condition.

 

Impact of Inflation

 

We believe that inflation has had a negligible effect on operations over the past fiscal quarter.

 

Capital Expenditures

 

The Company expended no amounts on capital expenditures for the nine months ended September 30, 2020.

 

Unproved Mineral Properties

 

As of the date of this quarterly report on Form 10-Q, our mineral interests are represented by the Lazy Claims Property and the Loman Claims Property.

 

We acquired the Lazy Claims Property through an exploration lease agreement with Tarsis Resources US Inc. (“Tarsis”), a Nevada corporation, dated for reference August 2, 2017 (the “Lazy Claims Agreement”). The Lazy Claims Agreement grants us a right to conduct exploratory work for minerals on three Lazy Claims totaling 60 acres and located in Mineral County, Nevada about 18 miles southeast of the town of Hawthorne (the “Lazy 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 for the Lazy Claims Agreement consists of the following: an initial cash payment of $1,000 to Tarsis, which we paid upon the execution of the Lazy Claims Agreement, with $2,000 payable to Tarsis on each subsequent anniversary of the effective date. We 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 Property. Should the Lazy Claims Royalty payments to Tarsis be in excess of $2,000 per year, we will not be required to pay a $2,000 annual minimum payment.

 

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In December 2019 we acquired 27 unpatented mining claims for a total of $10,395 from a third-party (the “Loman Property”). As at the date of this Quarterly Report on Form 10-Q, the Loman Property claims are yet to be re-registered into the Company’s name, as due to COVID-19 pandemic certain regulatory requirements cannot be finalized. The Company intends to finalize the re-registration once the current world health crisis has passed and all local regulatory services are operating at full capacity.

 

During the nine-month period ended September 30, 2020, we spent a total of $7,349 on our mineral claims, of which $2,000 represented an annual payment under the Lazy Claims Agreement, and remaining $5,349 were associated with annual regulatory payments required to keep our claims in good standing.

 

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 ASC No. 360. In applying those provisions, we have not recognized any impairment charge on our long-lived assets during the three-month period ended September 30, 2020.

 

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, who is also 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, the Chief Executive Officer, who is also 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 not 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, 2020, 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.

 

17

 

 

Inherent Limitations of Internal Controls

 

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that:

 

  pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
     
  provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with the U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
     
  provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

 

Management does not expect that our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business 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, 2020.

 

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.

 

18

 

 

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
     
10.01.1   Definitive Agreement, dated December 17, 2015 (1)
10.01.2   Exploration and Option Agreement, dated September 15, 2015 (1)
10.02   Exploration Lease and Option to Purchase Agreement, dated June 7, 2017 (2)
10.03   Option Purchase Agreement, dated July 5, 2017 (3)
10.04   Exploration Lease Agreement, dated August 2, 2017 (4)
10.05   Definitive Purchase Agreement dated July 11, 2018 (5)
31.1   Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*.
32.1   Certification of the Chief Executive Officer and 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   XBRL Instance Document.
101.SCH   XBRL Taxonomy Extension Schema.
101.CAL   XBRL Taxonomy Extension Calculation Linkbase.
101.DEF   XBRL Taxonomy Extension Definition Linkbase.
101.LAB   XBRL Taxonomy Extension Label Linkbase.
101.PRE   XBRL Taxonomy Extension Presentation Linkbase.

 

  (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.
  * Filed herewith.

 

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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 9, 2020 /s/ Jeffrey A. Cocks
  Jeffrey A. Cocks
  Chief Executive Officer (Principal Executive Officer), Chief Financial Officer (Principal Accounting Officer), President and Member of the Board of Directors

 

20