10-Q

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-Q

(Mark One)

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

Forthe quarterly period ended: ### September 30, 2024

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<br> or other Jurisdiction of	(I.R.S.<br> Employer
Incorporation<br> or Organization)	Identification<br> No.)
5655<br> Riggins Court, Suite 15
---	---
Reno,<br> NV	89502
(Address<br> of Principal Executive Offices)	(Zip<br> Code)

(888) 909-5548

Registrant’s

telephone number, including area code

n/a

(Former

name, former address and former fiscal year,

if

changed since last report)

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

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common<br> Stock, $0.0001 par value	NGLD	OTC<br> Pink

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 ☒ 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 ☒ 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<br> accelerated filer ☐	Accelerated<br> filer ☐
Non-accelerated<br> filer ☒	Smaller<br> reporting company ☒
	Emerging<br> 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. ☐

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

Yes ☐ No ☒

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 12, 2024, the number of shares outstanding of the issuer’s common stock, par value $0.0001 per share, is 27,006,533.

table

of contents

	Page
Part I – FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets (Unaudited)	3
Condensed Consolidated Statements of Operations (Unaudited)	4
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)	5
Condensed Consolidated Statements of Cash Flow (Unaudited)	6
Notes to the Condensed Consolidated Financial Statements (Unaudited)	7
Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations	16
Results of Operations	18
Off-Balance Sheet Arrangements	26
Item 3. Quantitative and Qualitative Disclosures about Market Risk	26
Item 4. Controls and Procedures	26
PART II — OTHER INFORMATION	27
Item 1. Legal Proceedings	27
Item 1A. Risk Factors	27
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3. Defaults Upon Senior Securities	27
Item 4. Mine Safety Disclosures	27
Item 5. Other Information	27
Item 6. Exhibits	28
SignatureS	29

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Nevada

Canyon Gold Corp.

Condensed

Consolidated Balance Sheets

(Unaudited)

			December 31, 2023
ASSETS
Current Assets
Cash	7,399,434		$	9,744,392
Prepaid expenses	518,068			541,034
Total<br> Current Assets	7,917,502			10,285,426
Investment in equity securities	75,821			56,105
Mineral property and royalty interests	2,795,395			780,395
TOTAL ASSETS	10,788,718		$	11,121,926
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	817,334		$	846,307
Related party payables	460,000			460,000
Total Liabilities	1,277,334			1,306,307
Commitments and Contingencies (Note 4)	-			-
Stockholders’ Equity
Preferred Stock: Authorized 10,000,000 preferred shares, 0.0001 par, none<br> issued and outstanding as of September 30, 2024, and December 31, 2023	-			-
Common Stock: Authorized 100,000,000 common shares, 0.0001 par, 26,516,510 and 25,240,051 issued and<br> outstanding as of September 30, 2024, and December 31, 2023, respectively	2,651			2,523
Additional paid-in capital	16,867,906			14,957,547
Obligation to issue shares	336,967			18,000
Accumulated deficit	(7,696,140	)		(5,162,451	)
Total Stockholders’<br> Equity	9,511,384			9,815,619
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	10,788,718		$	11,121,926

All values are in US Dollars.

The

accompanying notes are an integral part of these condensed consolidated financial statements

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Nevada

Canyon Gold Corp.

Condensed

Consolidated Statements of Operations

(Unaudited)

	2024		2023			2024			2023
	For the three months ended<br> <br>September 30,					For the nine months ended<br> <br>September 30,
	2024		2023			2024			2023
Operating expenses
Investor awareness and marketing	$	304,958	$	48,836		$	1,082,600		$	97,354
Consulting fees		146,667		121,042			395,313			300,535
Director and officer compensation		423,468		424,150			1,265,002			1,147,656
Exploration expenses		22,288		21,023			22,288			21,556
General and administrative		7,783		21,086			46,062			47,600
Professional fees		13,895		23,794			41,610			100,114
Transfer agent and filing fees		3,636		3,169			18,910			11,759
Total operating expenses		922,695		663,100			2,871,785			1,726,574
Other income (expense)
Fair value gain (loss) on equity investments		1,042		(20,206	)		19,716			(115,168	)
Foreign exchange gain (loss)		3		(4	)		(4	)		-
Interest income		92,735		8,082			318,384			21,895
Total other income (expense)		93,780		(12,128	)		338,096			(93,273	)
Net loss	$	828,915	$	675,228		$	2,533,689		$	1,819,847
Net loss per common share - basic and diluted	$	0.03	$	0.07		$	0.11		$	0.23
Weighted average number of common shares outstanding :
Basic and diluted		24,487,354		9,109,468			23,906,796			7,759,985

The

accompanying notes are an integral part of these condensed consolidated financial statements

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Nevada

Canyon Gold Corp.

Condensed

Consolidated Statements of Stockholders’ Equity

(Unaudited)

	Shares		Amount		Shares			Capital			Deficit			Equity
	Common Stock				Obligation to Issue			Additional<br><br> <br>Paid-in			Accumulated			Total<br><br> <br>Stockholders’
	Shares		Amount		Shares			Capital			Deficit			Equity
Balance, December 31, 2022		11,077,394	$	1,107	$	-		$	3,073,447		$	(2,507,501	)	$	567,053
Stock-based compensation - consultants		-		-		38,889			-			-			38,889
Stock-based compensation - consultants, shares
Stock-based compensation - officer		-		-		58,333			-			-			58,333
Stock-based compensation - officer, shares
Stock-based compensation - directors and CEO		-		-		-			243,733			-			243,733
Net loss for the three months ended March 31, 2023		-		-		-			-			(475,074	)		(475,074	)
Balance, March 31, 2023		11,077,394		1,107		97,222			3,317,180			(2,982,575	)		432,934
Stock-based compensation - consultants		-		-		116,667			-			-			116,667
Stock-based compensation - officer		-		-		175,000			-			-			175,000
Stock-based compensation - directors and CEO		-		-		-			246,440			-			246,440
Net loss for the three months ended June 30, 2023		-		-		-			-			(669,545	)		(669,545	)
Balance, June 30, 2023		11,077,394		1,107		388,889			3,563,620			(3,652,120	)		301,496
Shares issued for cash		5,537,260		554		-			4,429,254			-			4,429,808
Shares to be issued for cash in escrow		-		-		5,569,667			-			-			5,569,667
Share issuance costs		-		-		-			(182,236	)		-			(182,236	)
Shares issued on exercise of warrants		1,250		-		-			1,500			-			1,500
Stock-based compensation - consultants		-		-		-			116,667			-			116,667
Stock-based compensation - officer		-		-		-			175,000			-			175,000
Stock-based compensation - directors and CEO		-		-		-			249,149			-			249,149
Vested shares distributed		972,222		97		(388,889	)		388,792			-			-
Net loss for the three months ended September 30, 2023		-		-		-			-			(675,228	)		(675,228	)
Balance, September 30, 2023		17,588,126	$	1,758	$	5,569,667		$	8,741,746		$	(4,327,348	)	$	9,985,823
Balance, December 31, 2023		25,240,051	$	2,523	$	18,000		$	14,957,547		$	(5,162,451	)	$	9,815,619
Shares issued on exercise of warrants		105,700		11		(6,000	)		126,829			-			120,840
Shares to be issued on exercise of warrants		-		-		38,850			-			-			38,850
Share issuance costs		-		-		-			(1,624	)		-			(1,624	)
Stock-based compensation - consultants		166,667		17		-			116,650			-			116,667
Stock-based compensation - officer		250,000		25		-			174,975			-			175,000
Stock-based compensation - directors and CEO		-		-		-			245,767			-			245,767
Net loss for the three months ended March 31, 2024		-		-		-			-			(839,445	)		(839,445	)
Balance, March 31, 2024		25,762,418		2,576		50,850			15,620,144			(6,001,896	)		9,671,674
Balance		25,762,418		2,576		50,850			15,620,144			(6,001,896	)		9,671,674
Shares to be issued on exercise of warrants		-		-		10,500			-			-			10,500
Share issuance costs		-		-		-			(1,062	)		-			(1,062	)
Shares issued on exercise of warrants		257,925		26		(50,850	)		309,484			-			258,660
Stock-based compensation - investor awareness marketing		35,000		3		-			100,272			-			100,275
Stock-based compensation - consultants		-		-		116,667			-			-			116,667
Stock-based compensation - officer		-		-		175,000			-			-			175,000
Stock-based compensation - directors and CEO		-		-		-			245,767			-			245,767
Net loss for the three months ended June 30, 2024		-		-		-			-			(865,329	)		(865,329	)
Balance, June 30, 2024		26,055,343		2,605		302,167			16,274,605			(6,867,225	)		9,712,152
Balance		26,055,343		2,605		302,167			16,274,605			(6,867,225	)		9,712,152
Shares to be issued on exercise of warrants		-		-		45,300			-			-			45,300
Share issuance costs		-		-		-			(188	)		-			(188	)
Shares issued on exercise of warrants		44,500		4		(10,500	)		53,396			-			42,900
Stock-based compensation - consultants		-		-		116,667			-			-			116,667
Stock-based compensation - officer		-		-		175,000			-			-			175,000
Stock-based compensation - directors and CEO		-		-		-			248,468			-			248,468
Vested shares distributed		416,667		42		(291,667	)		291,625			-			-
Net loss for the three months ended September 30, 2024		-		-		-			-			(828,915	)		(828,915	)
Balance, September 30, 2024		26,516,510	$	2,651	$	336,967		$	16,867,906		$	(7,696,140	)	$	9,511,384
Balance		26,516,510	$	2,651	$	336,967		$	16,867,906		$	(7,696,140	)	$	9,511,384

The

accompanying notes are an integral part of these condensed consolidated financial statements

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Nevada

Canyon Gold Corp.

Condensed

Consolidated Statements of Cash Flow

(Unaudited)

	2024			2023
	For the nine months ended<br> <br>September 30,
	2024			2023
OPERATING ACTIVITIES:
Cash flows used in operating activities
Net loss	$	(2,533,689	)	$	(1,819,847	)
Adjustment to reconcile net loss to net cash
used in operating activities:
Adjustment to reconcile net loss to net cash used in operating activities:
Fair value loss (gain) on equity investments		(19,716	)		115,168
Stock-based compensation - directors and CEO		740,002			739,322
Stock-based compensation - consultants		350,001			272,223
Stock-based compensation - officer		525,000			408,333
Stock-based compensation - investor awareness and marketing		100,275			-
Changes in operating assets and liabilities:
Prepaid expenses		22,966			(291,651	)
Accounts payable and accrued liabilities		(8,973	)		(12,220	)
Related party payables		-			(17,031	)
Net cash used in operating activities		(824,134	)		(605,703	)
INVESTING ACTIVITIES:
Acquisition of mineral property and royalty interests		(2,035,000	)		(60,000	)
Net cash used in investing activities		(2,035,000	)		(60,000	)
FINANCING ACTIVITIES:
Cash received on subscription to shares		-			4,429,808
Escrowed cash received on subscription to shares		-			5,569,667
Share issuance cash costs on shares to be issued		-			(176,885	)
Cash received on exercise of warrants		517,050			1,500
Share issuance cash costs		(2,874	)		(182,236	)
Net cash provided by financing activities		514,176			9,641,854
Net increase (decrease) in cash		(2,344,958	)		8,976,151
Cash at beginning of period		9,744,392			1,007,018
Cash at end of period	$	7,399,434		$	9,983,169
NONCASH INVESTING AND FINANCING ACTIVITIES:
Mineral interests acquired with related parties payables, net	$	20,000		$	40,000

The

accompanying notes are an integral part of these condensed consolidated financial statements

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NEVADA

CANYON GOLD CORP.

NOTES

TO THE CONDENSED

CONSOLIDATED

FINANCIAL STATEMENTS

FOR

THE THREE AND NINE MONTHS ENDED

SEPTEMBER

30, 2024 AND 2023

(UNAUDITED)

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. On July 6, 2016, the Company changed its name from Tech Foundry Ventures, Inc. to Nevada Canyon Gold Corp. On December 15, 2021, the Company incorporated two subsidiaries, Nevada Canyon LLC and Canyon Carbon LLC. Both subsidiaries were incorporated under the laws of the state of Nevada. The Company is involved in acquiring and exploring mineral properties and royalty interests in Nevada and Idaho.

GoingConcern

The Company’s condensed consolidated 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 is in the business of acquiring and exploring mineral properties and royalty interests 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.

As of September 30, 2024, the Company’s management has assessed the Company’s ability to continue as a going concern. Management’s assessment is based on various factors, including historical and projected financial performance, liquidity, and other relevant circumstances. As of the date that these condensed consolidated financial statements are issued, the Company has sufficient cash to meet its working capital requirements and fund its exploration programs and general day-to-day operations for at least the next 12 months. This assessment takes into account the Company’s current cash balances as a result of the sale of the Company’s common shares under offering statement on Form 1-A (the “Offering”), and expected future cash inflows from the Offering and future financing the management is planning to undertake.

While the Company believes it has the financial resources to continue its operations for the next 12 months, it is important to note that there are inherent uncertainties in projecting future cash flows, and there can be no assurance that these projections will be realized. The Company continues to closely monitor its financial position, market conditions, and other factors that may impact its ability to continue as a going concern. Management’s assessment is based on the information available as of the date of this report. If unforeseen events, adverse market conditions, or other factors negatively affect the Company’s financial position in the future, there may be a need to adjust the going concern assessment. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In the event that the Company’s ability to continue as a going concern becomes doubtful, adjustments to the carrying values of assets and liabilities, as well as additional disclosures, would be necessary.

NOTE

2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The condensed consolidated financial statements of the Company have been prepared in accordance with US GAAP for interim 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 consolidated financial statements for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K, filed with the SEC. The condensed consolidated financial statements should be read in conjunction with those consolidated 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, 2024, are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

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Earningsper Share

The

Company’s basic earnings per share (“EPS”) is calculated by dividing its net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period, excluding unvested portion of restricted stock. Restricted stock that has been distributed but not yet vested and thus excluded from the weighted average shares calculation, was 2,001,667 at September 30, 2024 and December 31, 2023.

The Company’s diluted EPS is calculated by dividing its net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the period. Dilutive earnings per share includes any additional dilution from common stock equivalents, such as stock options, warrants, and convertible instruments, if the impact is not antidilutive. At September 30, 2024 and December 31, 2023, all of the Company’s outstanding warrants and undistributed restricted stock awards are excluded from the diluted earnings per share calculation because their impact would be anti-dilutive.

RecentAccounting Pronouncements

In August 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-05 Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement. The new guidance addresses the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements. The objectives of the amendments are to (1) provide decision useful information to investors and other allocators of capital in a joint venture’s financial statements and (2) reduce diversity in practice. The guidance is applied prospectively and effective for all newly formed joint venture entities with a formation date on or after January 1, 2025, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its condensed consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09 (Topic 740) Improvements to Income Tax Disclosures. The new guidance requires additional disclosures of disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The guidance is effective for annual periods beginning after December 15, 2024. The guidance should be applied on a prospective basis with the option to apply the standard retrospectively. The Company is currently evaluating the impact of this disclosure guidance on its condensed consolidated financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

NOTE

3 – RELATED PARTY TRANSACTIONS

Amounts due to related parties at September 30, 2024 and December 31, 2023:

SCHEDULE OF RELATED PARTY TRANSACTIONS

	September 30,<br> <br>2024		December 31,<br> <br>2023
Amounts due to the Chairman of the Board and Chief Financial Officer (“CFO”) ^(a)^	$	100,000	$	100,000
Amounts due to a company controlled by the Chairman of the Board and CFO ^(a)^		360,000		360,000
Total related party payables	$	460,000	$	460,000
(a)	These<br> amounts are non-interest bearing, unsecured and due on demand.
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During the three- and nine-month periods ended September 30, 2024 and 2023, the Company had the following transactions with its related parties:

SCHEDULE OF TRANSACTIONS WITH ITS RELATED PARTIES

	2024		2023		2024		2023
	Three months ended<br> <br>September 30,				Nine months ended<br> <br>September 30,
	2024		2023		2024		2023
Director stock-based compensation incurred to the Chairman of the Board and CFO	$	82,961	$	83,188	$	247,078	$	246,851
Director stock-based compensation incurred to a director		41,377		41,490		123,231		123,118
Director stock-based compensation incurred to CEO, President, and director		124,130		124,471		369,693		369,353
Officer stock-based compensation incurred to VP of Operations		175,000		175,000		525,000		408,333
Related party transactions	$	423,468	$	424,149	$	1,265,002	$	1,147,655

See Note 4 – Mineral Property and Royalty Interests for further information on related party transactions and Note 6 –Stockholders’ Equity for further information regarding stock issued to related parties.

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NOTE

4 – MINERAL PROPERTY AND ROYALTY INTERESTS

As of September 30, 2024, the Company’s mineral property interests are comprised of the Lazy Claims Property, the Loman Property, the Agai-Pah Property, and the Swales Property located in Nevada, and the Belshazzar Property located in Idaho. In addition, the Company holds a 1% production royalty on the Olinghouse Project, 2% net smelter returns royalty (“NSR”) on the Palmetto Project, 2% NSR on the Lapon Canyon Project, 1% NSR on 36 Sleeper claims included in the Lapon Canyon Project, and 2% NSR on the Pikes Peak Project which are all located in Nevada.

SCHEDULE

OF MINERAL PROPERTY INTERESTS

	September 30,<br> <br>2024		December 31,<br> <br>2023
Mineral Property Interests
Lazy Claims	$	-	$	-
Loman		10,395		10,395
Agai-Pah		80,000		60,000
Belshazzar		80,000		60,000
Swales		60,000		60,000
Sub-total, Mineral Property Interests		230,395		190,395
Royalty Interests
Olinghouse		1,740,000		240,000
Palmetto		350,000		350,000
Lapon Canyon (including Sleeper claims)		325,000		-
Pikes Peak		150,000		-
Sub-total, Royalty Interests		2,565,000		590,000
Total Mineral Property and Royalty Interests	$	2,795,395	$	780,395

LazyClaims Property

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, 2024 and 2023, the Company paid $2,000 , each, in minimum annual payments that are required under the Lazy Claims Agreement. During the three and nine months ended September 30, 2024, the Company paid $nil

(2023: $543

) and $nil

(2023: $543

), respectively, in additional exploration expenses.

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LomanProperty

In

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

During

the three and nine months ended September 30, 2024 and 2023, the Company paid $3,459 (2023 - $4,791) in annual mining claim fees. These fees were recorded as part of the Company’s exploration expenses.

Agai-PahProperty

On May 19, 2021, the Company entered into exploration lease with option to purchase agreement (the “Agai-Pah Property Agreement”) with MSM Resource, L.L.C. (“MSM”), a

Nevada limited liability Corporation on the Agai-Pah Property, consisting of 20 unpatented

mining claims totaling 400 acres, located in Nevada about 10 miles northeast of the town of Hawthorne (the “Agai-Pah Property”) . Alan Day, the managing member of MSM, is the CEO, President, and director of the Company.

The term of the Agreement commenced on May 19, 2021, and continues for ten years, subject to the Company’s right to extend the Agai-Pah Property Agreement for two additional terms of ten years each, and subject to the Company’s option to purchase the Property.

Full

consideration of the Agai-Pah Property Agreement consists of the following: (i) an initial cash payment of $20,000 to be paid within 90 days from the execution of the Agai-Pah Property Agreement on May 19, 2021 (the “Effective Date”), and (ii) annual payments of $20,000 to be paid on the anniversary of the Effective Date while the Agai-Pah Property Agreement remains in effect. The Company has the exclusive option and right to acquire 100% ownership of the Agai-Pah Property (the “Agai-Pah Purchase Option”). To exercise the Agai-Pah Purchase Option, the Company will be required to pay $750,000 (the “Agai-Pah Purchase Price”). The Agai-Pah Purchase Price can be paid in either cash and/or equity of the Company, or a combination thereof, at the election of MSM. The annual payments paid by the Company to MSM, shall not be applied or credited against the Purchase Price.

During

the three- and nine-month periods ended September 30, 2024 and 2023, the Company paid $20,000, each, in annual payments required under the Agai-Pah Property Agreement.

During

the three and nine months ended September 30, 2024 and 2023, the Company paid $4,307 (2023 - $3,552) in annual mining claim fees. These fees were recorded as part of the Company’s exploration expenses.

BelshazzarProperty

On June 4, 2021, the Company entered into exploration lease with option to purchase agreement (the “Belshazzar Property Agreement”) with Belshazzar Holdings, L.L.C. (“Belshazzar”),

a Nevada Limited Liability Corporation on the Belshazzar Property, consisting

of ten unpatented lode mining claims and seven unpatented placer mineral claims totaling 200 acres, located in Idaho (the “Belshazzar Property”). Alan Day, the managing member of Belshazzar, is the CEO, President, and director of the Company.

The term of the Belshazzar Property Agreement commenced on June 4, 2021, and continues for ten years, subject to the Company’s right to extend the Belshazzar Property Agreement for two additional terms of ten years each, and subject to the Company’s option to purchase the Belshazzar Property.

Full

consideration of the Belshazzar Property Agreement consists of the following: (i) an initial cash payment of $20,000 to be paid within 90 days from the execution of the Belshazzar Property Agreement on June 4, 2021 (the “effective date”), and (ii) annual payments of $20,000 to be paid on the anniversary of the Effective Date while the Belshazzar Property Agreement remains in effect. The Company has the exclusive option and right to acquire 100% ownership of the Belshazzar Property (the “Belshazzar Purchase Option”). To exercise the Belshazzar Purchase Option, the Company will be required to pay $800,000 (the “Belshazzar Purchase Price”). The Belshazzar Purchase Price can be paid in either cash and/or equity of the Company, or a combination thereof, at the election of Belshazzar. The annual payments paid by the Company to BH, shall not be applied or credited against the Belshazzar Purchase Price. The Belshazzar Property is subject to a 1% Gross Returns Royalty payable to the property owner, from the commencement of commercial production subject to certain terms.

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During

the three- and nine-month periods ended September 30, 2024 and 2023, the Company paid $20,000, each, in annual payments required under the Belshazzar Property Agreement.

During the three and nine months ended September 30, 2024 and 2023, the Company paid $

3,475

(2023 - $

2,825

) in annual mining claim fees and spent an additional $

500

(2023 - $Nil) for geological work done on the Belshazzar Property. These fees were recorded as part of the Company’s exploration expenses.

---

SwalesProperty

On December 27, 2021, the Company entered into exploration lease with option to purchase agreement (the “Swales Property Agreement”) with Mr. W. Wright Parks III., (“Mr. Parks”) on

the Swales Property, consisting of 40 unpatented lode mining claims totaling

800 acres located in Nevada (the “Swales Property”).

The term of the Swales Property Agreement commenced on December 27, 2021, and continues for ten years, subject to the Company’s right to extend the Swales Property Agreement for two additional terms of ten years each, and subject to the Company’s option to purchase the Swales Property.

Full consideration of the Swales Property Agreement consists of the following: (i) an initial cash payment of $20,000 to be paid within 90 days from the execution of the Swales Property Agreement on December 27, 2021 (the “Effective Date”), and (ii) annual payments of $20,000 to be paid on the anniversary of the Effective Date while the Swales Property Agreement remains in effect. The Company has the exclusive option and right to acquire 100% ownership of the Swales Property (the “Swales Purchase Option”). To exercise the Swales Purchase Option, the Company will be required to pay $750,000 (the “Swales Purchase Price”). The Swales Purchase Price can be paid in either cash and/or equity of the Company, or a combination thereof, at the election of Mr. Parks. The annual payments paid by the Company to Mr. Parks, shall not be applied or credited against the Swales Purchase Price.

The

Company made the initial cash payment of $20,000 on January 15, 2022, and made the first $20,000 anniversary payment on March 14, 2023, which was accrued at December 31, 2022. At December 31, 2023, the Company accrued the second $20,000 anniversary payment, which was paid on February 16, 2024.

During

the three and nine months ended September 30, 2024 and 2023, the Company paid $8,547 (2023 - $7,092) in annual mining claim fees. These fees were recorded as part of the Company’s exploration expenses.

OlinghouseProject

On December 17, 2021, the Company’s wholly-owned subsidiary, Nevada Canyon, LLC, entered into an Option to Purchase Agreement (the “Olinghouse Agreement”) with Target Minerals, Inc (“Target”), a private

Nevada company, to acquire

100% interest of Target’s 1% production royalty from the net smelter returns on all minerals and products produced from certain properties comprising the Olinghouse Project located in Nevada.

Under

the terms of the Olinghouse Agreement, the Company was required to make an initial cash option payment of $200,000 on execution of the Agreement, which the Company paid on December 18, 2021.

On

December 23, 2022, the Company and Target agreed to extend the Olinghouse purchase option for an additional one-year term, expiring on December 17, 2023, for a one-time cash payment of $40,000.

In

December of 2023, in accordance with Article 3 of the Olinghouse Agreement, the Company notified Target of its intent to exercise the option to acquire the 1% production royalty on the Olinghouse Project, and on August 14, 2024, the Company made the final $1,500,000 option payment, based on the amended Olinghouse Agreement, on the transfer of Royalty Deed in the Company’s name. Following the transfer of the 1% production royalty interest, the Company has no further obligations under the Olinghouse Agreement.

During the three- and nine-month periods ended September 30, 2024 and 2023, the Company did not incur any expenses associated with the Olinghouse Project.

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PalmettoProject

On January 27, 2022, Nevada Canyon, LLC entered into a Royalty Purchase Agreement with Smooth Rock Ventures, LLC, a wholly-owned subsidiary of Smooth Rock Ventures Corp. (“Smooth Rock”), to acquire a 2% net smelter returns royalty on the Palmetto Project. Alan Day, the Company’s CEO, President, and director, is also a director of Smooth Rock.

To

acquire the 2% NSR on the Palmetto Project, Nevada Canyon agreed to pay Smooth Rock a one-time cash payment of $350,000, which was paid on February 7, 2022.

During the three- and nine-month periods ended September 30, 2024 and 2023, the Company did not incur any expenses associated with the Palmetto Project.

LaponCanyon Project

---

On May 24, 2024, Nevada Canyon, LLC entered into a Royalty Purchase Agreement with Walker River Resources, LLC (“Walker River”), a wholly owned subsidiary of Walker River Resources Corp. (“WRR”), to acquire a 2% NSR on the Lapon Canyon Project, (the “Lapon Canyon Project”) for a one-time cash payment of $300,000.

The

Lapon Canyon Project consists of 96 unpatented lode mining claims identified as the Sleeper and Lapon Rose claim groups situated in Mineral County, Nevada, within the northern portion of the Walker Lane gold trend. In order to finalize the Royalty Purchase Agreement, the Company was required to acquire an additional 1% NSR from two individuals who held NSR on the 36 Sleeper claims that are included in the Lapon Canyon Project. The Company paid a total of $25,000 for a 1% NSR on 36 Sleeper claims.

During the three- and nine-month periods ended September 30, 2024 and 2023, the Company did not incur any expenses associated with the Lapon Canyon Project.

PikesPeak Project

On

June 12, 2024, the Company acquired a 2% NSR on the Pikes Peak Project (the “Pikes Peak Project”) from Walker River, who owns a 100% undivided interest in the Pikes Peak Project. The Pikes Peak Project consists of 36 unpatented lode mining claims situated in Mineral County, Nevada, within the northern portion of the Walker Lane gold trend, for a one-time cash payment of $150,000.

---

During the three- and nine-month periods ended September 30, 2024 and 2023, the Company did not incur any expenses associated with the Pikes Peak Project.

---

NOTE

5 – INVESTMENT IN EQUITY SECURITIES

As

at September 30, 2024 and December 31, 2023, the Company’s equity investment consisted of 511,750 common shares of WRR.

At

September 30, 2024 and December 31, 2023, the fair value of the equity investment was $75,821 and $56,105, respectively, based on the trading price of WRR Shares at September 30, 2024 and December 31, 2023. Fair value is measured using Level 1 inputs in the fair value hierarchy.

During

the three-month period ended September 30, 2024, the revaluation of the equity investment in WRR resulted in a $1,042 gain on the change in fair value of the equity investment (September 30, 2023 - $20,206 loss).

During

the nine-month period ended September 30, 2024, the revaluation of the equity investment in WRR resulted in a $19,716 gain on the change in fair value of the equity investment (September 30, 2023 - $115,168 loss).

The Company did not sell any WRR Shares during the three- and nine-month periods ended September 30, 2024 and 2023.

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NOTE

6 – 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

June 7, 2024, the Company issued 35,000 Common Shares valued at $100,275 for investor awareness and marketing services. The fair value of the shares issued was based on the trading price of the Company’s Common Shares on the date of issuance, being $2.865 per Common Share.

During

the nine-month period ended September 30, 2024, the Company issued 408,125 Common Shares for total proceeds to the Company of $489,750 on exercise of the Warrants issued as part of the Offering, which the Company closed in its fiscal 2023 year. Of this amount, $18,000 was received during the year ended December 31, 2023, and was recorded as obligation to issue shares. The Company paid $2,874 in share issuance costs associated with exercise of these Warrants.

Subsequent

to September 30, 2024, the Company issued further 46,000 Common Shares for total proceeds to the Company of $55,200 of which $45,300 were received prior to September 30, 2024, and therefore recorded as obligation to issue shares at September 30, 2024.

Warrants

The changes in the number of warrants outstanding for the nine-month period ended September 30, 2024, and for the year ended December 31, 2023, are as follows:

SCHEDULE

OF CHANGES IN NUMBER OF WARRANTS OUTSTANDING

	Nine months ended<br> <br>September 30, 2024					Year ended<br> <br>December 31, 2023
	Number of warrants			Weighted average exercise price		Number of warrants			Weighted average exercise price
Warrants outstanding, beginning		12,349,912		$	1.20		-		$	n/a
Warrants issued - offering		-		$	n/a		12,499,343		$	1.20
Warrants issued - agent		-		$	n/a		124,994		$	1.20
Warrants exercised		(408,125	)	$	1.20		(274,425	)	$	1.20
Warrants outstanding, ending		11,941,787		$	1.20		12,349,912		$	1.20

Details of warrants outstanding as at September 30, 2024, are as follows:

SCHEDULE

OF WARRANTS OUTSTANDING

Number of warrants<br> <br>exercisable			Expiry date	Exercise<br> <br>price
	391,739		July 27, 2025	$	1.20
	2,754,824		August 28, 2025	$	1.20
	2,054,097		September 23, 2025	$	1.20
	55,373	^(1)^	September 23, 2028	$	1.20
	4,682,267		October 18, 2025	$	1.20
	1,933,866		November 3, 2025	$	1.20
	69,621	^(1)^	November 3, 2028	$	1.20
	11,941,787			$	1.20
(1)	Agent<br> warrants
---	---

At

September 30, 2024, the weighted remaining average life of the warrants was 1.04 years.

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Share-basedcompensation

During the three- and nine-month periods ended September 30, 2024 and 2023, the Company recognized share-based compensation as follows:

SCHEDULE

OF RECOGNIZED SHARE-BASED COMPENSATION

	2024		2023		2024		2023
	Three months ended<br> <br>September 30,				Nine months ended<br> <br>September 30,
	2024		2023		2024		2023
Directors and CEO	$	248,468	$	249,149	$	740,002	$	739,322
Officer – VP of Operations		175,000		175,000		525,000		408,333
Consultants		116,667		116,667		350,001		272,223
Investor awareness and marketing		-		-		100,275		-
Total	$	540,135	$	540,816	$	1,715,278	$	1,419,878

Directors:

On

December 30, 2021, the Company distributed a total of 6,005,000 shares of common stock to the Company’s directors (the “Director Shares”). The Director Shares are subject to the terms and conditions included in 3-year lock-up and vesting agreements (the “Lock-up Agreements”), which contemplate that the Director Shares will vest in equal annual installments over a 3-year term during which term the shareholders agreed not to sell, directly or indirectly, or enter into any other transactions involving the Company’s common shares regardless if the shares have vested or not.

The

fair value of the shares was determined to be approximately $2,965,413 or $0.4938 per share based on the trading price of the Company’s common stock on the issue date adjusted for the restrictions under the Lock-up Agreements. The shares vest over a three-year time period.

As stated above, the Company distributed all of the awarded shares prior to vesting. As at September 30, 2024, 4,003,333 shares have vested and 2,001,667 shares will vest on December 31, 2024. As of September 30, 2024, unvested compensation related to the Director Shares of $248,468 will be recognized over the next three months.

Officer – VP of Operations:

On

February 24, 2023, the Company entered into a consulting agreement with the Company’s newly appointed Vice President of Operations (the “VP Agreement”). The Company agreed to issue 2,000,000 shares of its common stock for the services. The shares vest ratably over a two-year period, beginning March 1, 2023, and vested shares are distributed quarterly. The fair value of the shares was $1,400,000 or $0.70 per share based on the trading price of the Company’s common stock on the date the service period began. As at September 30, 2024, the Company had distributed a total of 1,333,333 shares under the VP Agreement and had recorded an obligation to issue further 250,000 Common Shares, which were issued on October 28, 2024.

Unvested compensation related to the shares to be issued under the VP Agreement of $291,667 will be recognized over the next five months.

Consultants:

On

February 24, 2023, the Company entered into two separate consulting agreements with consultants (the “Consulting Agreements”) in exchange for a total of 2,000,000 shares of its common stock. All shares vest ratably over a three-year period, beginning March 1, 2023, and vested shares are distributed quarterly. The fair value of the shares was $1,400,000 or $0.70 per share based on the trading price of the Company’s common stock on the date the service period began. As at September 30, 2024, the Company had distributed a total of 888,890 shares under the Consulting Agreements and had recorded an obligation to issue further 166,667 Common Shares, which were issued on October 28, 2024.

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Unvested

compensation related to the Shares to be issued under the Consulting Agreements of $661,111 will be recognized over the next 1.42 years.

NOTE

7 – PREPAID EXPENSES

Prepaid expenses at September 30, 2024 and December 31, 2023:

SCHEDULE

OF PREPAID EXPENSES

	September 30,<br> <br>2024		December 31,<br> <br>2023
Prepaid investor awareness and marketing	$	500,000	$	500,367
Prepaid filing and listing fees		15,443		38,042
Prepaid consulting fees		2,625		2,625
Total	$	518,068	$	541,034

NOTE

8 – SUBSEQUENT EVENTS

---

Subsequent

to September 30, 2024, the Company entered into a common stock purchase agreement (the “Purchase Agreement”) with an institutional investor (“Investor”) which provides that the Company may sell to Investor up to $25,000,000 of the Company’s common stock for the duration of the Purchase Agreement. Additionally, the Company and the Investor entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering the resale of shares of Common Stock that would be issued to Investor under the Purchase Agreement. The Company filed a preliminary registration statement on Form S-1 on October 25, 2024. The Form S-1 was receipted and made effective by the SEC on November 8, 2024.

Under

the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement, the Company has the right, but not the obligation, to sell to Investor, and Investor is obligated to purchase, up to $25,000,000 of Common Stock. Such sales of Common Stock by the Company, if any, will be subject to certain limitations as set forth in the Purchase Agreement, and may occur from time to time, at the Company’s sole discretion, commencing on the date that all of the conditions to the Company’s right to commence such sales are satisfied. Investor has no right to require the Company to sell any Common Stock to Investor, but Investor is obligated to make purchases as the Company directs, subject to satisfaction of the conditions set forth in the Purchase Agreement.

Upon

entering into the Purchase Agreement, the Company agreed to issue to Investor $250,000 worth of Common Stock (the “Commitment Shares”) as consideration for Investor’s commitment to purchase shares of Common Stock upon the Company’s direction under the Purchase Agreement. The Company issued 30% of the Commitment Shares (27,356 shares) on October 4, 2024. An additional 30% of the Commitment Shares shall be issued to Investor 90 days following the Commencement Date. The remaining 40% of the Commitment Shares shall be issued to Investor 180 days following the Commencement Date. The Company also agreed to pay Investor up to $20,000 for its reasonable expenses under the Purchase Agreement.

---

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Item2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations

Forward-lookingStatements

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 some statements that are not purely historical and that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as such, may involve risks and uncertainties. These forward-looking statements relate to, among other things, expectations of the business environment in which we operate, perceived opportunities in the market and statements regarding our mission and vision. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. You can generally identify forward-looking statements as statements containing the words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The forward-looking statements contained herein are based on various assumptions, many of which are based, in turn, upon further assumptions. Our expectations, beliefs and forward-looking statements are expressed in good faith on the basis of management’s views and assumptions as of the time the statements are made, but there can be no assurance that management’s expectations, beliefs or projections will result or be achieved or accomplished.

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.

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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 condensed consolidated 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 condensed consolidated financial statements.

In this Quarterly Report on Form 10-Q, “Company,” “the Company,” “us,” and “our” refer to Nevada Canyon Gold Corp. and its wholly-owned subsidiaries, Nevada Canyon LLC and Canyon Carbon LLC, incorporated in Nevada, 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, 2024 and 2023. You should refer to the Condensed Consolidated 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. On December 15, 2021, we incorporated two subsidiaries, Nevada Canyon LLC and Canyon Carbon LLC. Both subsidiaries were incorporated under the laws of the state of Nevada.

We are 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. As of the date of the filing of this Quarterly report on Form 10-Q our mineral property and royalty interests are comprised of the Lazy Claims Property, the Loman Property, and the Agai-Pah Property located in Mineral County, Nevada, the Swales Property located in Elko County, Nevada, and the Belshazzar Property located in Quartzburg mining district, Boise County, Idaho. In addition, we acquired a 1% production royalty on the Olinghouse Project, located in the Olinghouse Mining District, Washoe County, Nevada, 2% net smelter returns royalty (“NSR”) on the Palmetto Project located in Esmeralda County, Nevada, 2% NSR on the Lapon Canyon Project, 1% NSR on 36 Sleeper claims included in the Lapon Canyon Project, and 2% NSR on the Pikes Peak Project which are located in Mineral County, Nevada.

CriticalAccounting Policies and Estimates

Our consolidated 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 consolidated financial statements.

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements for the three- and nine-month periods ended September 30, 2024 and 2023, together with notes thereto, which are included in this Quarterly Report on Form 10-Q, as well as our most recent audited consolidated financial statements on Form 10-K for the year ended December 31, 2023.

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Resultsof Operations

Three- and nine-month periods ended September 30, 2024, compared to the three- and nine-month periods ended September 30, 2023:

	Three months<br> <br>ended September 30,					Changes between the			Nine months<br> <br>ended September 30,						Changes between the
	2024		2023			periods			2024			2023			periods
Operating expenses
Investor awareness and marketing	$	304,958	$	48,836		$	256,122		$	1,082,600		$	97,354		$	985,246
Consulting fees		146,667		121,042			25,625			395,313			300,535			94,778
Director and officer compensation		423,468		424,150			(682	)		1,265,002			1,147,656			117,346
Exploration expenses		22,288		21,023			1,265			22,288			21,556			732
General and administrative		7,783		21,086			(13,303	)		46,062			47,600			(1,538	)
Professional fees		13,895		23,794			(9,899	)		41,610			100,114			(58,504	)
Transfer agent and filing fees		3,636		3,169			467			18,910			11,759			7,151
Total operating expenses		922,695		663,100			259,595			2,871,785			1,726,574			1,145,211
Other income (expense)
Fair value gain (loss) on equity investments		1,042		(20,206	)		21,248			19,716			(115,168	)		(134,884	)
Foreign exchange gain (loss)		3		(4	)		7			(4	)		-			(4	)
Interest income		92,735		8,082			84,653			318,384			21,895			296,489
Total other income (expense)		93,780		(12,128	)		105,908			338,096			(93,273	)		431,369
Net loss	$	828,915	$	675,228		$	153,687		$	2,533,689		$	1,819,847		$	713,842

Revenues

We had no revenues for the three- and nine-month periods ended September 30, 2024 and 2023. 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.

OperatingExpenses

Our operating expenses for the three- and nine-month periods ended September 30, 2024 and 2023 included investor awareness and marketing expenses, director and officer compensation, consulting fees, professional fees, transfer agent and filing fees, exploration expenses, and general and administrative expenses.

During the three-month period ended September 30, 2024, our operating expenses increased by $259,595 or 39%, to $922,695 as compared to $663,100 for the three months ended September 30, 2023. This change was associated with $304,958 we incurred in investor awareness and marketing expenses, which during the three-month period ended September 30, 2024, increased by $256,122, from $48,836 we incurred during the three-month period ended September 30, 2023. Our consulting fees increased by $25,625, from $121,042 for the three-month period ended September 30, 2023, to $146,667 for the three-month period ended September 30, 2024. These increases were in part offset by a $13,303 decrease in general and administrative expenses from $21,086 for the three-month period ended September 30, 2023, to $7,783 for the three-month period ended September 30, 2024; and a $9,899 decrease in professional fees from $23,794 for the three-month period ended September 30, 2023 to $13,895 for the three-month period ended September 30, 2024.

Other operating expenses for the three months ended September 30, 2024, included $423,468 in director and officer compensation for the vesting of shares that we issued to our three directors on December 30, 2021 and with shares we granted to our VP of Operations on February 24, 2023 (2023 - $424,150), exploration expenses of $22,288 (2023 - $21,023), and transfer agent and filing fees of $3,636 (2023 – $3,169).

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On a year-to-date basis, our operating expenses increased by $1,145,211 or 66%, to $2,871,785 as compared to $1,726,574 for the nine months ended September 30, 2023. This change was associated with $1,082,600 we incurred in investor awareness and marketing expenses, which during the nine-month period ended September 30, 2024, increased by $985,246, from $97,354 we incurred during the nine-month period ended September 30, 2023. Our consulting fees increased by $94,778, from $300,535 for the nine-month period ended September 30, 2023, to $395,313 for the nine-month period ended September 30, 2024. Our director and officer compensation increased by $117,346 from $1,147,656 we incurred during the nine-month period ended September 30, 2023, to $1,265,002 we incurred during the nine-month period ended September 30, 2024; the director and officer compensation was associated with the shares that we issued to our three directors on December 30, 2021, and with shares we granted to our VP of Operations on February 24, 2023. Our transfer agent and filing fees increased by $7,151 from $11,759 we incurred during the nine-month period ended September 30, 2023, to $18,910 we incurred during the nine-month period ended September 30, 2024; and our exploration expenses increased by $732 from $21,556 we incurred during the nine-month period ended September 30, 2023, to $22,288 we incurred during the nine-month period ended September 30, 2024.

These increases were in part offset by a $58,504 decrease in professional fees from $100,114 for the nine-month period ended September 30, 2023, to $41,610 for the nine-month period ended September 30, 2024.

OtherIncome (Expense)

During the three-month period ended September 30, 2024, we recognized a $1,042 gain on fair value of investments in equity securities (2023 – $20,206 loss). The gain resulted from revaluation of WRR Shares and, for the three-month period ended September 30, 2024, was caused only as a result of fluctuation of exchange rates between the US and Canadian dollars, as the price of the WRR shares remained unchanged from period to period. In addition, we earned $92,735 in interest income, which increased in comparison to $8,082 we earned during the three months ended September 30, 2023, as a result of larger cash balances from capital raise.

During the nine-month period ended September 30, 2024, we recognized $19,716 gain on fair value of investments in equity securities (2023 – $115,168 loss). The gain resulted from revaluation of WRR Shares and was caused mainly by increased market price of WRR Shares from CAD$0.145 per share at December 31, 2023, to CAD$0.20 per share at September 30, 2024, and to a smaller degree from fluctuation of exchange rates between the US and Canadian dollars. In addition, we earned $318,384 in interest income, which increased in comparison to $21,895 we earned during the nine months ended September 30, 2023, as a result of larger cash balances from capital raise.

NetLoss

During the three months ended September 30, 2024, we incurred net loss of $828,915, as compared to net loss of $675,228 we incurred during the three-month period ended September 30, 2023. This change mainly resulted from increased investor awareness and marketing expenses which were in part offset by increased interest income and decreased professional fees.

During the nine months ended September 30, 2024, we incurred net loss of $2,533,689, as compared to net loss of $1,819,847 we incurred during the nine-month period ended September 30, 2023. This change mainly resulted from increased investor awareness and marketing expenses which were in part offset by increased interest income and decreased professional fees.

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Liquidityand Capital Resources

	September 30,<br> <br>2024		December 31,<br> <br>2023
Current assets	$	7,917,502	$	10,285,426
Current liabilities		1,277,334		1,306,307
Working capital	$	6,640,168	$	8,979,119

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As of September 30, 2024, we had a cash balance of $7,399,434 and working capital of $6,640,168 with cash flows used in operations totaling $824,134 for the nine-month period then ended. During the nine months ended September 30, 2024, our operations were funded with cash on hand. The cash that we had on hand at September 30, 2024, was generated from the issuance of 12,499,343 Units under the offering statement on Form 1-A (the “Offering”) for net cash proceeds of $9,598,012, which we closed during the year ended December 31, 2023, and from exercise of Warrants we issued as part of the Offering.

Due to the exploration rather than the production nature of our business, our operating activities do not generate cash flows, and cannot satisfy our cash requirements. However, we believe that the cash we were able to generate from the Offering will allow us to support our operations including our planned exploration programs and the general day-to-day business activities for the next 12-month period. We will continue to look for opportunities to generate additional cash through future equity or debt financings.

CashFlow

	Nine Months Ended<br> <br>September 30,
	2024			2023
Cash flows used in operating activities	$	(824,134	)	$	(605,703	)
Cash flows used in investing activities		(2,035,000	)		(60,000	)
Cash flows provided by financing activities		514,176			9,641,854
Net increase (decrease) in cash during the period	$	(2,344,958	)	$	8,976,151

Netcash used in operating activities

During the nine months ended September 30, 2024, our net cash used in operating activities increased by $218,431 or 36%, to $824,134 for the nine months ended September 30, 2024, compared with $605,703 for the comparative period in 2023. During the nine months ended September 30, 2024, we used $838,127 to cover our cash operating costs, which were determined by reducing the net loss of $2,533,689 the Company incurred during the period, by non-cash items included in the net loss of $1,695,562; and $8,973 to decrease our accounts payable and accrued liabilities. These uses of cash were in part offset by a $22,966 decrease in prepaid expenses.

During the nine months ended September 30, 2023, our net cash used in operating activities was $605,703. During the nine months ended September 30, 2023, we used $284,801 to cover our cash operating costs, which were determined by reducing the net loss of $1,819,847 the Company incurred during the period, by non-cash items included in the net loss of $1,535,046; we used $291,651 to increase our prepaid expenses, of which $280,978 were associated with prepaid advertising and investor relation costs; we used further $17,031 to reduce amounts due to our related parties and $12,220 to decrease our accounts payable and accrued liabilities.

Adjustmentsto reconcile net loss to net cash used in operating activities

During the nine months ended September 30, 2024, we recognized $19,716 gain on revaluation of fair value of our investments in WRR Shares. In addition, we recognized $740,002 in director and CEO compensation associated with the par-value shares we distributed to our directors and CEO on December 30, 2021, $525,000 and $350,001 we recorded on vesting of shares awarded to our VP of Operations and to our consultants, respectively, in accordance with the agreements we executed in February of 2023, and $100,275 we recorded on issuance of 35,000 shares to our consultant for investor awareness and marketing services.

During the nine months ended September 30, 2023, we recognized $115,168 loss on revaluation of fair value of our investments in WRR Shares. In addition, we recognized $739,322 in director and officer compensation associated with the par-value shares we distributed to our directors and CEO on December 30, 2021, $408,333 and $272,223 we recorded on vesting of shares awarded to our VP of Operations and to our consultants, respectively, in accordance with the consulting agreements we executed in February of 2023.

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Netcash used in investing activities

During the nine-month period ended September 30, 2024, we spent $20,000 to make an option payment on our Swales Property, which was initially accrued at December 31, 2023, $325,000 to acquire NSR on Lapon Canyon Project, $150,000 to acquire NSR on Pikes Peak Project, $1,500,000 to exercise our option to acquire 1% production royalty on the Olinghouse Project. In addition, we paid $20,000 for our options on Agai-Pah Property and $20,000 for our options on Belshazzar Property.

During the nine-month period ended September 30, 2023, we used $60,000 to make option payments on our Swales Property, Agai-Pah Property, and Belshazzar Property.

Netcash provided by financing activities

During the nine-month period ended September 30, 2024, we issued 408,125 shares for total proceeds of $489,750 on exercise of the Warrants issued as part of the Offering, which the Company closed in its fiscal 2023 year. Of this amount, $18,000 was received during the year ended December 31, 2023. An additional $45,300 were received during the nine-month period ended September 30, 2024, for which the shares were issued subsequent to September 30, 2024. The Company paid $2,874 in share issuance costs associated with exercise of these Warrants.

During the nine-month period ended September 30, 2023, we received $4,429,808 on issuance of a total of 5,537,260 Units of our common stock at $0.80 per Unit pursuant to our Offering of up to 12,500,000 Units of our securities pursuant to Regulation A we filed with the SEC on June 17, 2022, and which was qualified on September 27, 2022. Each Unit is comprised of one common share (a “Common Share”), and one common share purchase warrant (a “Warrant”) to purchase one additional common share (a “Warrant Share”) at an exercise price of $1.20 per Warrant Share, expiring 24 months from the issuance date. We paid $182,236 in share issuance costs associated with the issuance of the Units. In addition, a further $5,569,667 in subscriptions to the Units were received under the same Regulation A Offering through September 27, 2023, termination date of the Regulation A Offering, and were placed in Escrow waiting the release. We paid $176,885 in deferred share issuance costs associated with the obligation to issue the Units.

During the nine-month period ended September 30, 2023, we issued 1,250 shares for total proceeds to the Company of $1,500 on exercise of a warrant issued as part of the Offering.

GoingConcern

At September 30, 2024, we had a working capital surplus of $6,640,168 and cash on hand of $7,399,434, which is sufficient to support our current plan of operations including exploration programs for the next 12-month period. Our investment in equity security is represented by 511,750 WRR Shares valued at $75,821.

To

support our operations beyond the 12-month period, we are planning to continue actively pursuing other means of financing our operations including equity and/or debt financing. On October 3, 2024, we entered into a common stock purchase agreement (the “Purchase Agreement”) with an institutional investor (“Investor”) which provides that the Company may sell to Investor up to $25,000,000 of our common stock for the duration of the Purchase Agreement. Additionally, we entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering the resale of shares of Common Stock that would be issued to Investor under the Purchase Agreement. The Company filed a preliminary registration statement on Form S-1, on October 25, 2024.

Given the current market and industry conditions, we cannot be sure that we will be able to continue successfully procuring additional funding. 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.

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Impactof Inflation

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

CapitalExpenditures

During the nine months ended September 30, 2024, we used $20,000, to make an option payment on our Swales Property, which was initially accrued at December 31, 2023, $325,000 to acquire NSR on Lapon Canyon Project, $150,000 to acquire NSR on Pikes Peak Project, $1,500,000 to exercise our option to acquire 1% production royalty on the Olinghouse Project. In addition, we paid $20,000 for our options on Agai-Pah Property and $20,000 for our options on Belshazzar Property.

During the nine-month period ended September 30, 2023, we used $60,000 to make option payments on our Swales Property, Agai-Pah Property, and Belshazzar Property.

UnprovedMineral Properties and Royalty Interests

As of the date of this Quarterly report on Form 10-Q, our mineral property and royalty interests are comprised of the Lazy Claims Property, the Loman Property, and the Agai-Pah Property located in Mineral County, Nevada, the Swales Property located in Elko County, Nevada, and the Belshazzar Property located in Quartzburg mining district, Boise County, Idaho. In addition, we acquired a 2% net smelter returns royalty (“NSR”) on the Palmetto Project, located in Esmeralda County, Nevada, a 2% NSR on the Lapon Canyon Project, a 1% NSR on 36 Sleeper claims included in the Lapon Canyon Project, a 2% NSR on the Pikes Peak Project which are located in Mineral County, Nevada, and a 1% production royalty on the Olinghouse Project, located in the Olinghouse Mining District, Washoe County, Nevada.

The Company is presently focused on exploration of its Swales and Agai Pah Properties in Nevada. Remaining mineral property and royalty interests are considered secondary, and exploration efforts on these may be rescheduled to accommodate exploration programs scheduled for Swales and Agai Pah Properties.

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LazyClaims Property (Exploration Phase)

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 Lazy Claims totaling 60 acres (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 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 to Tarsis be in excess of $2,000 per year, we will not be required to pay a $2,000 annual minimum payment. As of the date of this Quarterly Report on Form 10-Q, we retain our leasing rights to the Lazy Claims.

During the three and nine months ended September 30, 2024 and 2023, we paid $2,000, each, in minimum annual payments that are required under the Lazy Claims Agreement. During the period ended September 30, 2023, we paid further $543 in annual mining claim fees payable to the Bureau of Land Management (the “BLM”). We did not pay the BLM fees during the period ended September 30, 2024. The fees paid for the Lazy Claims Property were recorded as part of our exploration expenses.

As of September 30, 2024, the total cost of the Lazy Claims Property was $Nil, and had no plant nor equipment associated with it.

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LomanProperty (Exploration Phase)

In December 2019 we acquired 27 unpatented mining claims for a total of $10,395 (the “Loman Property”). Due to certain regulatory restrictions associated with COVID-19 pandemic, we were required to delay the re-registration of the Loman Property claims into the Company’s name. The Loman claims were transferred and re-registered into our name in the fourth quarter of fiscal year 2021.

During the three and nine months ended September 30, 2024 and 2023, we paid $3,459 (2023 - $4,791) in annual mining claim fees. These fees were recorded as part of our exploration expenses.

As of September 30, 2024, the total cost of the Loman Property was $10,395, and had no plant nor equipment associated with it.

Agai-PahProperty (Exploration Phase)

On May 19, 2021, we entered into an exploration lease with option to purchase agreement (the “Agai-Pah Property Agreement”) with MSM Resource, L.L.C., (“MSM”) a Nevada limited liability Corporation on the Agai-Pah Property, consisting of 20 unpatented mining claims totaling 400 acres (the “Agai-Pah Property”). Alan Day, the managing member of MSM, is the CEO, President, and director of the Company.

The term of the Agai-Pah Property Agreement commenced on May 19, 2021, and continues for ten years, subject to the Company’s right to extend the Agai-Pah Property Agreement for two additional terms of ten years each, and subject to the Company’s option to purchase the Property.

Full consideration of the Agai-Pah Property Agreement consists of the following: (i) an initial cash payment of $20,000 to be paid within 90 days from the execution of the Agai-Pah Property Agreement on May 19, 2021 (the “Effective Date”), and (ii) annual payments of $20,000 to be paid on the anniversary of the Effective Date while the Agai-Pah Property Agreement remains in effect.

The Company has the exclusive option and right to acquire 100% ownership of the Agai-Pah Property (the “Agai-Pah Purchase Option”). To exercise the Agai-Pah Purchase Option, the Company will be required to pay $750,000 (the “Agai-Pah Purchase Price”). The Agai-Pah Purchase Price can be paid in either cash and/or equity of the Company, or a combination thereof, at the election of MSM. The annual payments paid by the Company to MSM, shall not be applied or credited against the Purchase Price.

During the three- and nine-month periods ended September 30, 2024 and 2023, we paid $20,000, each, in annual payments required under the Agai-Pah Property Agreement.

During the three and nine months ended September 30, 2024 and 2023, wee paid $4,307 (2023 - $3,552) in annual mining claim fees. These fees were recorded as part of our exploration expenses.

As of September 30, 2024, the total cost of the Agai-Pah Property was $80,000, and had no plant nor equipment associated with it.

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BelshazzarProperty (Exploration Phase)

On June 4, 2021, we entered into an exploration lease with option to purchase agreement (the “Belshazzar Property Agreement”) with Belshazzar Holdings, L.L.C., (“Belshazzar”) a Nevada limited liability Corporation on the Belshazzar Property, consisting of ten unpatented lode mining claims and seven unpatented placer mineral claim totaling 200 acres (the “Belshazzar Property”). Alan Day, the managing member of Belshazzar, is the CEO, President, and director of the Company.

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The term of the Belshazzar Property Agreement commenced on June 4, 2021, and continues for ten years, subject to the Company’s right to extend the Belshazzar Property Agreement for two additional terms of ten years each, and subject to the Company’s option to purchase the Belshazzar Property.

Full consideration of the Belshazzar Property Agreement consists of the following: (i) an initial cash payment of $20,000 to be paid within 90 days from the execution of the Belshazzar Property Agreement on June 4, 2021 (the “effective date”), and (ii) annual payments of $20,000 to be paid on the anniversary of the Effective Date while the Belshazzar Property Agreement remains in effect.

The Company has the exclusive option and right to acquire 100% ownership of the Belshazzar Property (the “Belshazzar Purchase Option”). To exercise the Belshazzar Purchase Option, the Company will be required to pay $800,000 (the “Belshazzar Purchase Price”). The Belshazzar Purchase Price can be paid in either cash and/or equity of the Company, or a combination thereof, at the election of Belshazzar. The annual payments paid by the Company to Belshazzar, shall not be applied or credited against the Belshazzar Purchase Price. The Belshazzar Property is subject to a 1% Gross Returns Royalty payable to the property owner, from the commencement of commercial production subject to certain terms.

During the three- and nine-month periods ended September 30, 2024 and 2023, we paid $20,000, each, in annual payments required under the Belshazzar Property Agreement.

During the three and nine months ended September 30, 2024 and 2023, we paid $3,475 (2023 - $2,825) in annual mining claim fees and spent an additional $500 (2023 - $Nil) for geological work done on the Belshazzar Property. These fees were recorded as part of our exploration expenses.

As of September 30, 2024, the total cost of the Belshazzar Property was $80,000, and had no plant nor equipment associated with it.

SwalesProperty (Exploration Phase)

On December 27, 2021, we entered into an exploration lease with option to purchase agreement (the “Swales Property Agreement”) with Mr. W. Wright Parks III., (“Mr. Parks”) on the Swales Property, consisting of 40 unpatented lode mining claims totaling 800 acres (the “Swales Property”).

The term of the Swales Property Agreement commenced on December 27, 2021, and continues for ten years, subject to the Company’s right to extend the Swales Property Agreement for two additional terms of ten years each, and subject to the Company’s option to purchase the Swales Property.

Full consideration of the Swales Property Agreement consists of the following: (i) an initial cash payment of $20,000 to be paid within 90 days from the execution of the Belshazzar Agreement on December 27, 2021 (the “effective date”), and (ii) annual payments of $20,000 to be paid on the anniversary of the Effective Date while the Swales Property Agreement remains in effect.

The Company has the exclusive option and right to acquire 100% ownership of the Swales Property (the “Swales Purchase Option”). To exercise the Swales Purchase Option, the Company will be required to pay $750,000 (the “Swales Purchase Price”). The Swales Purchase Price can be paid in either cash and/or equity of the Company, or a combination thereof, at the election of Mr. Parks. The annual payments paid by the Company to Mr. Parks, shall not be applied or credited against the Swales Purchase Price. The Company made the initial cash payment of $20,000 on January 15, 2022, and made the first $20,000 anniversary payment on March 14, 2023, which was initially accrued at December 31, 2022.

During the three and nine months ended September 30, 2024 and 2023, we paid $8,547 (2023 - $7,092) in annual mining claim fees. These fees were recorded as part of our exploration expenses.

As of September 30, 2024, the total cost of the Swales Property was $60,000, and had no plant nor equipment associated with it.

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OlinghouseProject (Development and Exploration Phase)

On December 17, 2021, our wholly owned subsidiary, Nevada Canyon, LLC, entered into an Option to Purchase Agreement (the **“**Olinghouse Agreement”) with Target Minerals, Inc (“Target”), to acquire 100% interest of Target’s 1% production royalty on the Olinghouse Project.

Under the terms of the Olinghouse Agreement, we were required to make an initial cash option payment of $200,000 on execution of the Agreement, which the Company paid on December 18, 2021.

On December 23, 2022, Target agreed to extend the Olinghouse Purchase Option for an additional one-year term, expiring on December 17, 2023, for a one-time cash payment of $40,000.

In December of 2023, in accordance with Article 3 of the Olinghouse Agreement, we notified Target of our intent to exercise the option to acquire the 1% production royalty on the Olinghouse Project, and on August 14, 2024, we made the final $1,500,000 option payment, based on the amended Olinghouse Agreement, on the transfer of Royalty Deed in our name. Following the transfer of the 1% production royalty interest, we have no further obligations under the Olinghouse Agreement.

During the three- and nine-month periods ended September 30, 2024 and 2023, we did not incur any expenses associated with the Olinghouse Project.

As of September 30, 2024, the total cost of the Olinghouse Royalty was $1,740,000. We had no plant nor equipment associated with Olinghouse Royalty.

PalmettoProject (Exploration Phase)

On January 27, 2022, the Company’s wholly owned subsidiary, Nevada Canyon, LLC, entered into a Royalty Purchase Agreement (the “Royalty Agreement”) with Smooth Rock Ventures, LLC, a wholly-owned subsidiary of Smooth Rock Ventures Corp. (“Smooth Rock”), to acquire a 2% net smelter returns royalty (“NSR”) on the Palmetto Project (the “Palmetto Project”), located in Esmeralda County, Nevada. Alan Day, the Company’s CEO, President, and director is also a director of Smooth Rock.

To acquire the 2% NSR on the Palmetto Project, Nevada Canyon agreed to pay Smooth Rock a one-time cash payment of $350,000, which was paid on February 7, 2022.

As of September 30, 2024, the total cost of the Palmetto Royalty was $350,000. The Company did not have any plant nor equipment associated with Olinghouse Royalty.

LaponCanyon Project (Exploration Phase)

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On May 24, 2024, Nevada Canyon, LLC entered into a Royalty Purchase Agreement with Walker River Resources, LLC (“Walker River”), a wholly owned subsidiary of Walker River Resources Corp., to acquire a 2% NSR on the Lapon Canyon Project, (the “Lapon Canyon Project”) for a one-time cash payment of $300,000.

The Lapon Canyon Project consists of 96 unpatented lode mining claims identified as the Sleeper and Lapon Rose claim groups situated in Mineral County, Nevada, within the northern portion of the Walker Lane gold trend. In order to finalize the Royalty Purchase Agreement, we were required to acquire an additional 1% NSR from two individuals who held NSR on the 36 Sleeper claims that are included in the Lapon Canyon Project. We paid a total of $25,000 for a 1% NSR on 36 Sleeper claims.

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PikesPeak Project (Exploration Phase)

On June 12, 2024, we acquired a 2% NSR on the Pikes Peak Project (the “Pikes Peak Project”) from Walker River, who owns a 100% undivided interest in the Pikes Peak Project. The Pikes Peak Project consists of 36 unpatented lode mining claims situated in Mineral County, Nevada, within the northern portion of the Walker Lane gold trend. To acquire the NSR on Pikes Peak Project we made a one-time cash payment of $150,000.

Off-BalanceSheet Arrangements

None.

Useof 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 nine-month period ended September 30, 2024.

Item3. 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.

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Item4. 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 and 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, our Chief Executive Officer and 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, 2024, 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.

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PART

II — OTHER INFORMATION

Item1. Legal Proceedings

None.

Item1A. 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 11, 2024.

Item2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item3. Defaults Upon Senior Securities

None.

Item4. Mine Safety Disclosures

None.

Item5. Other Information

On October 3, 2024, we entered into a common stock purchase agreement (the “Purchase Agreement”) with an institutional investor (“Investor”) which provides that the Company may sell to Investor up to $25,000,000 of the Company’s common stock for the duration of the Purchase Agreement. Additionally, we entered into a registration rights agreement with the Investor (the “Registration Rights Agreement”), pursuant to which we agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering the resale of shares of Common Stock that would be issued to Investor under the Purchase Agreement. We filed a preliminary registration statement on Form S-1 on October 25, 2024. The Form S-1 was receipted and made effective by the SEC on November 8, 2024.

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Item6. Exhibits

(a)	The following exhibits are filed with this quarterly report<br>on Form 10-Q or are incorporated herein by reference:
Exhibit<br><br> <br>Number	Description
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10.04	Exploration Lease Agreement, dated August 2, 2017 (4)
10.05	Definitive Purchase Agreement dated July 11, 2018 (5)
10.06	Exploration Lease with Option to Purchase Agreement, dated May 19, 2021 (6)
10.07	Exploration Lease with Option to Purchase Agreement, dated June 4, 2021 (7)
10.08	Convertible Note Agreement (8)
10.09	Subscription Agreement (8)
10.10	Royalty Option to Purchase Agreement, dated December 17, 2021 (9)
10.11	Exploration Lease with Option to Purchase Agreement, dated December 27, 2021 (10)
10.13	Form of a lock-up agreement between the Company and certain Subscribers dated December 30, 2021 (11)
10.14	Royalty Purchase Agreement, dated January 27, 2022(12)
10.15	Form of a vesting and lock-up agreement between the Company and certain Subscribers with an effective date of December 30, 2021 (13)
10.16	Public Relations Services Agreement between the Company and Think Ink Marketing Data & Email Services, Inc. (“Think Ink”) dated February 3, 2023 (17)
10.17	Consulting Agreement, dated February 24, 2023, by and between Nevada Canyon Gold Corp. and Ryan McMillan (14)
10.18	Consulting Agreement, dated February 24, 2023, by and between Nevada Canyon Gold Corp. and RNR Enterprises (14)
10.19	Consulting Agreement, dated February 24, 2023, by and between Nevada Canyon Gold Corp. and Little Hill Holdings LLC (14)
10.20	Consulting services agreement, dated April 5, 2023, by and between Nevada Canyon Gold Corp. and Warm Springs Consulting LLC(15)
10.21	Consulting services agreement, dated August 16, 2023, by and between Nevada Canyon Gold Corp. and i2i Marketing Group, LLC.(16)
10.22	Royalty Purchase Agreement with Walker River Resources, LLC, dated May 24, 2024.(18)
10.23	Royalty Purchase Agreement with Walker River Resources, LLC, dated June 12, 2024.(19)
10.24	Common Stock Purchase Agreement dated as of October 3, 2024, by and between the Company and Keystone Capital Partners, LLC (20)
10.24	Registration Rights Agreement dated as of October 3, 3024, by and between the Company and Keystone Capital Partners, LLC (20)
31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*.
31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*.
32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*.
32.2	Certification of the 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	Inline<br> XBRL Instance Document.
101.SCH	Inline<br> XBRL Taxonomy Extension Schema.
101.CAL	Inline<br> XBRL Taxonomy Extension Calculation Linkbase.
101.DEF	Inline<br> XBRL Taxonomy Extension Definition Linkbase.
101.LAB	Inline<br> XBRL Taxonomy Extension Label Linkbase.
101.PRE	Inline<br> XBRL Taxonomy Extension Presentation Linkbase.
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)
(1)	Incorporated<br> by reference herein from the Form 8-K filed by the Company on December 22, 2015.
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(2)	Incorporated<br> by reference herein from the Form 8-K filed by the Company on June 8, 2017.
(3)	Incorporated<br> by reference herein from the Form 8-K filed by the Company on July 7, 2017.
(4)	Incorporated<br> by reference herein from the Form 8-K filed by the Company on August 7, 2017.
(5)	Incorporated<br> by reference herein from the Form 8-K filed by the Company on July 12, 2018.
(6)	Incorporated<br> by reference herein from the Form 8-K filed by the Company on May 19, 2021.
(7)	Incorporated<br> by reference herein from the Form 8-K filed by the Company on June 7, 2021.
(8)	Incorporated<br> by reference herein from the Form 8-K filed by the Company on September 13, 2021.
(9)	Incorporated<br> by reference herein from the Form 8-K filed by the Company on December 21, 2021.
(10)	Incorporated<br> by reference herein from the Form 8-K filed by the Company on December 28, 2021.
(11)	Incorporated<br> by reference herein from the Form 8-K filed by the Company on December 30, 2021.
(12)	Incorporated<br> by reference herein from the Form 8-K filed by the Company on February 1, 2022.
(13)	Incorporated<br> by reference herein from the Form 8-K/A filed by the Company on March 25, 2022.
(14)	Incorporated<br> by reference herein from the Form 8-K filed by the Company on February 27, 2023.
(15)	Incorporated<br> by reference herein from the Form 10-Q filed by the Company on August 11, 2023.
(16)	Incorporated<br> by reference herein from the Form 10-Q filed by the Company on November 13, 2023.
(17)	Incorporated<br> by reference herein from the Form 10-Q filed by the Company on May 12, 2023.
(18)	Incorporated<br> by reference herein from the Form 8-K filed by the Company on May 29, 2024.
(19)	Incorporated<br> by reference herein from the Form 8-K filed by the Company on June 18, 2024.
(20)	Incorporated by reference herein from the Form 8-K filed<br>by the Company on October 4, 2024.
*	Filed<br> 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<br> 12, 2024	/s/ Alan Day
	Alan<br> Day
	Chief<br> Executive Officer (Principal Executive Officer),
	President<br> and Member of the Board of Directors

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Exhibit31.1

CERTIFICATIONPURSUANT TO SECTION 302 (a) OF THE SARBANES-OXLEY ACT OF 2002

I, Alan Day, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Nevada Canyon Gold Corp. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements and other financial information included in this quarterly report fairly presents in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within the entity, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Dated:<br> November 12, 2024	/s/ Alan Day
	Alan<br> Day
	Chief<br> Executive Officer
	(Principal<br> Executive Officer)

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Exhibit31.2

CERTIFICATIONPURSUANT TO SECTION 302 (a) OF THE SARBANES-OXLEY ACT OF 2002

I, Jeffrey A. Cocks, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Nevada Canyon Gold Corp. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements and other financial information included in this quarterly report fairly presents in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, is made known to us by others within the entity, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal controls over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal controls over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal controls over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Dated:<br> November 12, 2024	/s/ Jeffrey A. Cocks
	Jeffrey<br> A. Cocks
	Chief<br> Financial Officer
	(Principal<br> Accounting Officer)

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Exhibit32.1

Certificationpursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-oxley act of 2002

In connection with the Quarterly Report of Nevada Canyon Gold Corp. (the “Company”) on Form 10-Q for the period ending September 30, 2024, as filed with the Securities and Exchange Commission on or about the date hereof (“Report”), I, Alan Day, the Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:<br> November 12, 2024	/s/ Alan Day
	Alan<br> Day
	Chief<br> Executive Officer
	(Principal<br> Executive Officer)

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Exhibit32.2

Certificationpursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-oxley act of 2002

In connection with the Quarterly Report of Nevada Canyon Gold Corp. (the “Company”) on Form 10-Q for the period ending September 30, 2024, as filed with the Securities and Exchange Commission on or about the date hereof (“Report”), I, Jeffrey A. Cocks, the Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:<br> November 12, 2024	/s/ Jeffrey A. Cocks
	Jeffrey<br> A. Cocks
	Chief<br> Financial Officer
	(Principal<br> Accounting Officer)