8-K
Nevada Canyon Gold Corp. (NGLD)
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) June 17, 2025
NEVADA
CANYON GOLD CORP.
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 000-55600 | 46-5152859 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
5655 Riggins Court, Suite 15, Reno, NV 89502
(Address of principal executive offices) (zip code)
(888) 909-5548
Registrant’s
telephone number, including area code
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<br> pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant<br> to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications<br> pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications<br> pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
ITEM
7.01 REGULATION FD DISCLOSURE
On June 17, 2025, Nevada Canyon Gold Corp. (the Company”) issued a news release announcing the execution of an Asset Purchase Agreement (“APA”) with Metals One Nevada Inc., a wholly owned subsidiary of Metals One Plc. (“Metals One”) for the sale of its Swales Gold Property Exploration Lease and Option to Purchase Agreement (the “Swales Lease”), located in Elko County, Nevada.
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<br> No. | Description |
|---|---|
| 99.1 | News Release dated June 17, 2025 |
| 104 | Cover Page Interactive Data<br> 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 | |
| Chairman and Chief Executive Officer | |
| Date: | June 17, 2025 |
Exhibit99.1
| 5655<br> Riggins Court, Suite 15<br><br> <br>Reno,<br> NV 89502<br><br> <br>Tel<br> : 888 909-5548<br><br> <br>Fax<br> : 888 909-1033 |
|---|
Trading Symbol OTCQX: NGLD
NEWSRELEASE
NEVADACANYON COMPLETES SALE OF SWALES PROPERTY
Reno,Nevada. June 17, 2025 Nevada Canyon Gold Corp. (OTCQX Markets: NGLD) (The “Company” or “Nevada Canyon”) is pleased to announce the execution of an Asset Purchase Agreement (“APA”) with Metals One Nevada Inc., a wholly owned subsidiary of Metals One Plc. (“Metals One”) for the Swales Gold Property Exploration Lease and Option to Purchase Agreement (the “Swales Lease”), located in Elko County, Nevada.
Pursuant to the APA between Nevada Canyon and Metals One, Metals One has acquired the Swales lease, originally consisting of 40 unpatented mining claims. An additional 99 unpatented mining claims have been added to the Swales Lease by Metals One, for a total combined area of approximately 2780 acres and 139 unpatented mining claims. Total consideration for the APA of the Swales Lease comprised of a US$100,000 cash payment (paid) and the grant of a 2% net smelter royalty to Nevada Canyon on the combined 139 unpatented mining claims.
The Swales Property is located within the Carlin Trend, one of the richest mining trends in the world, and home to some of the largest gold mines in the US. The property is approximately 13 miles northeast of Nevada Gold Mine’s Gold Quarry Mine and 16 miles east southeast of Nevada Gold Mine’s Goldstrike Mine, all of which are located along the gold rich Carlin Trend. There are currently eight producing gold mines within the Carlin Trend. Collectively, these mines have to date produced over 100 million ounces of gold (Nevada Bureau of Mines 2019) and still contain more than 21 million ounces of gold reserves. (Nevada Gold Mines, LLC Carlin Complex 2020) The project has excellent year-round access and infrastructure within Elko County, one of the most pro-mining County’s and gold trends of Nevada.
AboutNevada Canyon Gold Corp.
Nevada Canyon Gold Corp. is a US-based natural resource company headquartered in Reno, Nevada. The Company has a large, strategic land position and royalties in multiple projects, within some of Nevada’s highest-grade historical mining districts, offering year-round access and good infrastructure in proven and active mining districts. The Company has a three-fold business model; i) mineral royalty creation and acquisition; ii) precious-metals and exploration streaming & financing; and iii) exploration project accelerator.
Forfurther information please contact:
Corporate Communications
Larry Heuchert
Tel: 1-888-909-5548 Ext. 2
Email: ir@nevadacanyongold.com
Web: www.nevadacanyongold.com
Forward-LookingStatements
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, its royalties owned on 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, 2024, Quarterly Reports and Current Reports.