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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) May 4, 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.)

 

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):

 

☐ 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 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

 

Effective May 4, 2023, Mr. Alan Day was appointed to serve as President and Chief Executive Officer of the Company.

 

Mr. Day has an extensive operational and administrative background with over 30 years’ experience in exploration and mining primarily in Nevada. Mr. Day is well known within the mining industry in Nevada, specializing in property acquisitions and divestures, mineral claim locating, complete exploration services, including geological consulting and project management. Mr. Day received a B.S. in Geology and a B.A. in received a B.S. in Geology and a B.A. in Spanish, from the University of Utah in 1990.

 

ITEM 7.01 REGULATION FD DISCLOSURE

 

On May 4, 2023, the Company issued a news release announcing its Board of Directors believed it is an appropriate time for the transition and addition to the Company’s management team. Mr. Alan Day, current Director, will succeed Jeffrey Cocks as the current President and Chief Executive Officer of the Company. Mr. Cocks will move to Chairman, as well as CFO, Corporate Secretary and Director of the Company. The Company also announced the appointment of Mr. Ryan McMillan as Vice President of Operations and Business Development.

 

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

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

 

Exhibit No.   Description
     
99.01   News Release dated May 4, 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/ Jeffrey Cocks  
  Jeffrey Cocks  
  Chief Financial Officer  
  Member of the Board of Directors  

 

Date: May 4, 2023  

 

 

 

 

 

Exhibit 99.01

 

316 California Avenue, Suite 543

Reno, NV 89509

Tel : 888 909-5548

Fax : 888 909-1033

 

Trading Symbol OTCMKTS: NGLD

 

NEWS RELEASE

 

NEVADA CANYON ANNOUNCES MANAGEMENT CHANGES

 

Reno, Nevada. May 04, 2023, Nevada Canyon Gold Corp. (OTC Markets: NGLD) (The “Company” or “Nevada Canyon”) is pleased to announce that given the improved markets for gold equities, and overall sector, its Board of Directors believe it is an appropriate time for the transition and addition to the Company’s management team,

 

Mr. Alan Day, current Director, will succeed Jeffrey Cocks as the current President and Chief Executive Officer of the Company. Mr. Cocks will move to Chairman and Director of the Company. Mr. Day has an extensive operational and administrative background with over 30 years’ experience in exploration and mining primarily in Nevada. Mr. Day is well known within the mining industry in Nevada, specializing in property acquisitions and divestures, mineral claim locating, complete exploration services, including geological consulting and project management. Mr. Day received a B.S. in Geology and a B.A. in received a B.S. in Geology and a B.A. in Spanish, from the University of Utah in 1990.

 

The Company is also pleased to announce the addition and appointment of Mr. Ryan McMillan as Vice President of Operations and Business Development. Since 2012 Mr. McMillan has served as a private consultant advising business in structuring, corporate mergers, acquisitions, finance, restructuring, recapitalization, creating exit strategies, primarily utilizing traditional IPO’s and Alternative Public Offerings. Prior to 2012 Ryan worked as Director of Business Development for a private sector company responsible for financial model design, customers acquisitions in both new and existing marketplaces, and M&A transactions. Previous to this, he was an Associate at a private equity firm in the Capital Market’s Division. Mr. McMillan’s roles included identifying and interacting with the emerging companies, investor relations, raising new forms of private capital and developing advisory leads. Mr. McMillan attended the University of Arizona where he studied Regional Development with an emphasis in Business.

 

“We are delighted that Alan has agreed to accept the President & CEO role and I could not be happier handing the reins over to him,” said Nevada Canyon Chairman, Jeffrey Cocks, “Alan is one of the most respected and connected mining professionals within Nevada, the Company is in great hands moving forward. The addition of Ryan with his experience strengthens the Nevada Canyon team as we concentrate on our strategic plan and the Company’s growth into the near future.

 

ON BEHALF OF THE BOARD

 

“Jeffrey A. Cocks”

 

Jeffrey A. Cocks

Chairman & Director

 

FOR FURTHER INFORMATION PLEASE CONTACT: Nevada Canyon Gold Corp.

(TEL)- (888) 909-5548, (FAX)-(888) 909-1033

Email: [email protected]

Website: www. nevadacanyongold.com

 

 

 

 

Forward-Looking Statements

 

The information posted in this release may contain forward-looking statements. The statements contained in this press release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. You can identify these statements by use of the words “may,” “will,” “should,” “plans,” “expects,” “anticipates,” “continue,” “estimate,” “project,” “intend,” and similar expressions. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. These risks and uncertainties include, but are not limited to, general economic and business conditions, effects of continued geopolitical unrest and regional conflicts, competition, changes in technology and methods of exploration, delays in completing various engineering and exploration programs, and any potential results from such programs. Specifically, forward-looking statements in this news release include statements with respect to the potential mineralization and geological merits of the Company properties and various other factors beyond the Nevada Canyon Gold Corp.’s control. The Company’s actual results could differ materially from those discussed in this press release. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events except as required by applicable securities legislation. Investors are advised to carefully review the reports and documents that Nevada Canyon Gold Corp. files from time to time with the SEC, including its Annual Form 10K for the fiscal year ended December 31, 2022, Quarterly and Current Reports.