8-K
Nevada Canyon Gold Corp. (NGLD)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) December 17, 2021
NEVADA
CANYON GOLD CORP.
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 000-55600 | 46-5152859 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
316 California Ave., Suite 543, Reno, NV 89509
(Address of principal executive offices) (zip code)
Registrant’s telephone number, including area code (888) 909-5548
(Former name or former address, if changed since last report.)
Copies
to:
Janus
Capital Law Group
Attn.:
Deron Colby, Esq.
22
Executive Park, Suite 250
Irvine,
California 92614
Phone:
(949) 633-8965
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(g) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common Stock, $0.0001 par value | NGLD | OTC Markets (Pinks) |
ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
ExplorationLease with Option to Purchase Agreement
On December 17, 2021, Nevada Canyon Gold Corp. (“NCG”) through its wholly owned subsidiary, Nevada Canyon, LLC, entered into an Option to Purchase Agreement (the “Agreement”) with Target Minerals, Inc (“Target”), a private Nevada company, to acquire 100% interest of Target’s 1% production royalty on the Olinghouse Project, located in the Olinghouse Mining District, Washoe County, Nevada.
Nevada Canyon has the exclusive right and option (the “Purchase Option”), exercisable at any time during the Option Period, as further defined below, at its sole discretion, to acquire 100% of a production royalty in the amount of one percent (1%) of the net smelter returns on all minerals and products produced from certain properties comprising the Olinghouse Project.
The term of the Purchase Option shall be the later of one (1) year, or sixty (60) days after the date on which NCG delivers to Target a written notice to exercise the Option, subject to further extension if Target’s conditions to closing are not fully satisfied or otherwise waived by the Optionee. Full consideration of the Agreement consists of the following: (i) an initial cash option payment of US$200,000 payable upon execution of the Agreement (paid), and (ii) purchase price (the “Purchase Price”) which shall be paid by NCG to Target in either cash or common shares of NCG, the determination of which shall be as follows:
| (a) | if<br> the NCG 10-day volume weighted average price (“VWAP”) Calculation is less<br> than US$1.25 per share, the Purchase Price shall be paid in cash; or |
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| (b) | if<br> the NCG 10-day VWAP Calculation is more than US$1.25 per share, the Purchase Price<br> shall be paid in the form of Two Million (2,000,000) NCG Shares of the Company’s common<br> stock. |
| --- | --- |
A copy of the Royalty Option to Purchase Agreement dated December 17, 2021, is attached as Exhibit 10.10 hereto.
ITEM 7.01 REGULATION FD DISCLOSURE
On December 21, 2021, the Company issued a news release announcing it had entered into a Royalty Option to Purchase Agreement with Target Minerals, Inc., a private Nevada company, to acquire 100% interest of Target’s 1% production royalty on the Olinghouse Project, located in the Olinghouse Mining District, Washoe County, Nevada, further described in Item 1.01 of this Form 8-K. A copy of the news release is attached as Exhibit 99.1 hereto.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
| Exhibit<br> No. | Description |
|---|---|
| 10.10 | Royalty Option to Purchase Agreement, dated December 17, 2021 |
| 99.01 | News Release dated December 21, 2021 |
| 104 | Cover<br>Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| NEVADA CANYON GOLD CORP. | |
|---|---|
| By: | /s/ Jeffrey Cocks |
| Jeffrey<br> Cocks | |
| President<br> and Chief Executive Officer | |
| Date: | December 21, 2021 |
Exhibit10.10
RoyaltyOption to Purchase Agreement
(Olinghouse Royalty; Washoe County, Nevada)
This Royalty Option to Purchase Agreement (“Agreement”) is dated effective December 17, 2021 (the “Effective Date”), by and among Target Minerals, Inc., a Nevada corporation (“Target” or “Optionor”), Nevada Canyon LLC, a Nevada limited liability company (“Nevada Canyon” or “Optionee”), and Nevada Canyon Gold Corp., a Nevada corporation (“Nevada Canyon Parent” or “NGLD”). Optionor, Optionee, and Nevada Canyon Parent sometimes referred to individually as a “Party” and collectively as the “Parties.”
Recitals
| A. | Optionor<br> holds the rights to a production royalty (the “Olinghouse Royalty”) in an amount equal to one percent (1%) of<br> the net smelter returns for all gold and other minerals of any type produced from the patented and unpatented mining claims more<br> particularly described in Exhibits A-1 through A-7 attached to and by this reference incorporated in this Agreement (the “Olinghouse<br> Properties”). |
|---|---|
| B. | Optionor’s<br> right to the Olinghouse Royalty granted pursuant to that certain Option to Purchase Agreement dated January 14, 2009 (together with<br> all amendments thereto, the “Olinghouse Agreements”), as amended by the Amended Royalty Agreement (NSR) dated<br> effective October 31, 2017, by and between Lake Mountain Mining, LLC, a Nevada limited liability company (“Lake Mountain<br> Mining”), as optionee successor-in-interest to MSM Resource, L.L.C., a Nevada limited liability company, and Optionor,<br> as optionor. |
| C. | Optionor<br> desires to grant to Optionee the exclusive right and option, exercisable at any time during the Option Period in Optionee’s<br> sole discretion, to acquire all of Optionor’s right, title, and interest in and to the Olinghouse Royalty, under the terms<br> and conditions of this Agreement. |
Agreement
Now, therefore, in consideration of their mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:
Article1
DefinedTerms
1.1 Definitions. In addition to other defined terms in this Agreement, the following terms shall have the meanings stated below when used in this Agreement:
(a) “Assignment” means the Assignment and Deed of Royalty (the form of which is attached to this Agreement as Exhibit C) which is to be executed and delivered by Optionor on Optionee’s exercise and closing of the Purchase Option in accordance with Article 3.
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(b) “Cash Consideration” has the meaning ascribed to that term in Section 2.4(a).
(c) “Closing” means when the conditions in Article 4 have been satisfied by the Parties.
(d) “Closing Date” has the meaning ascribed to that term in Section 3.2.
(e) “Encumbrance” means any encumbrance, lien, charge, pledge, mortgage, title retention agreement, security interest of any nature, prior claim, adverse claim, exception, reservation, restrictive covenant, agreement, easement, lease, license, right of occupation, option, right to acquire, right of use, right of first refusal, right of pre-emption, privilege or any matter capable of registration against title.
(f) “Effective Date” has the meaning ascribed that term in the Preamble.
(g) “Initial Term” has the meaning ascribed to term in Section 2.2.
(h) “Exchange” means any national securities exchange registered under the Securities Exchange Act of 1934.
(i) “Lake Mountain Mining” means Lake Mountain Mining, LLC, a Nevada limited liability company.
(j) “Memorandum” means the memorandum of this Agreement (the form of which is attached to this Agreement as Exhibit D) which is to be executed and delivered by the pursuant to Section 10.6.
(k) “Nevada Canyon” means Optionee.
(l) “Nevada Canyon 10-Day VWAP Calculation” means the price equal to the volume weighted average closing price of the Nevada Canyon Parent Shares on an Exchange for the ten (10) trading days immediately preceding the Option Exercise Date.
(m) “Nevada Canyon Parent” means Nevada Canyon Gold Corp., a Nevada corporation, and its successors and assigns.
(n) “Nevada Canyon Parent Shares” means common shares in the capital stock of Nevada Canyon Parent as presently constituted.
(o) “NGLD” means Nevada Canyon Parent.
(p) “Olinghouse Agreements” has the meaning ascribed to that term in Recital B.
(q) “Olinghouse Properties” has the meaning ascribed to that term in Recital A, and shall include any mining claims or other mineral properties intended to be made subject to the Olinghouse Royalty pursuant to the Olinghouse Agreements which may not otherwise be described in Exhibits A-1 through A-7.
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(r) “Olinghouse Royalty” has the meaning ascribed to that term in Recital A.
(s) “Olinghouse Royalty Deed” means the Royalty Deed (the form of which is attached as Exhibit B) in which Lake Mountain Mining, LLC, a Nevada limited liability company, grants to Optionor the Olinghouse Royalty in accordance with the terms of the Olinghouse Agreements.
(t) “Optionee” means Nevada Canyon LLC, a Nevada limited liability company, and its successors and assigns.
(u) “Optionee Deliverables” has the meaning ascribed to that term in Section 3.3(b).
(v) “Option Exercise Date” has the meaning ascribed to that term in Section 3.1.
(w) “Option Exercise Notice” has the meaning ascribed to that term in Section 3.1.
(x) “Optionor” means Target Minerals, Inc., a Nevada corporation, and its successors and assigns.
(y) “Optionor Deliverables” has the meaning ascribed to that term in Section 3.3(a).
(z) “Option Payment” has the meaning ascribed to that term in Section 2.3.
(aa) “Option Period” has the meaning ascribed to term in Section 2.2.
(bb) “Party” and Parties” has the meanings ascribed to those terms in the Preamble.
(cc) “Purchase Option” means the right and option granted by Optionor to Optionee to purchase the Olinghouse Royalty in accordance with Article 2.
(dd) “Purchase Price” has the meaning ascribed to that term in Section 2.4.
(ee) “Share Consideration” has the meaning ascribed to that term in Section 2.4(b).
(ff) “Target” means Optionor.
(gg) “Transaction” means the purchase and sale of the Olinghouse Royalty and all other transactions contemplated in this Agreement.
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Article2
Grantof Option; Term; Payments; Obligations
2.1 Grant of Purchase Option. Optionor hereby grants and gives to Optionee the sole and exclusive right and option (the “Purchase Option”), exercisable at any time during the Option Period in Optionee’s sole discretion, to purchase and acquire all of Optionor’s right, title and interest in and to the Olinghouse Royalty, free and clear of all Encumbrances.
2.2 Option Period. Subject to Section 2.5, the term of this Agreement shall commence on the Effective Date and shall continue up to and including the later of either: (i) one (1) year from the Effective Date (the “Initial Term”); or (ii) sixty (60) days after the date on which Optionor delivers to Optionee a copy of the fully executed and recorded Olinghouse Royalty Deed in accordance with Section 2.5; whichever is to occur last (the “Option Period”).
2.3 Option Payment. In consideration for the granting of the Purchase Option, Optionee shall pay to Optionor or its designee a payment equal to Two Hundred Thousand Dollars (US$200,000) in cash by wire transfer within five (5) business days of the Effective Date (the “Option Payment”). Unless Optionee exercises the Purchase Option, the Option Payment shall constitute Optionee’s sole payment obligation for the duration of the entire Option Period.
2.4. Purchase Price. The total purchase price (the “Purchase Price”) of the Olinghouse Royalty shall be either (i) Two Million Dollars (US$2,000,000) in cash by wire transfer, or (ii) Two Million (2,000,000) in Nevada Canyon Parent Shares, the determination of which shall be as follows:
| (a) | if<br> the Nevada Canyon 10-Day VWAP Calculation is less than US$1.25 per share, the Purchase Price shall be paid in cash by wire<br> transfer (the “Cash Consideration”); or |
|---|---|
| (b) | if<br> the Nevada Canyon 10-Day VWAP Calculation is more than US$1.25 per share, the Purchase Price shall be paid in the form of<br> Two Million (2,000,000) Nevada Canyon Parent Shares (the “Share Consideration”). |
2.5 Optionor Obligations During Option Period. Optionor shall: (a) cause the Olinghouse Royalty Deed to be fully executed by the parties thereto; and (b) record the fully executed Olinghouse Royalty Deed with the Office of the Washoe County Recorder, Nevada. After recording, Optionor shall deliver to Optionee a county-stamped copy of the recorded Olinghouse Royalty Deed. Optionor acknowledges that the execution and recording of the Olinghouse Royalty Deed is a material and necessary obligation in order to effectuation the transactions contemplated in this Agreement. Accordingly, the Parties agree that if Optionor does not record and deliver to Optionee a county-stamped copy of the fully executed recorded Olinghouse Royalty Deed within the Initial Term, the term of this Agreement shall continue and automatically be extended such that it expires either sixty (60) days after the date on which Optionor delivers to Optionee a copy of the fully executed and recorded Olinghouse Royalty Deed in accordance with this Section 2.5.
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Article3
Closingof Purchase Option
3.1 Notice of Exercise of Purchase Option. If Optionee elects to exercise the Purchase Option, Optionee shall deliver written notice to Optionor during the Option Period confirming Optionee’s exercise of the Purchase Option (the “Option Exercise Notice”). The Option Exercise Notice shall include (i) the Optionee’s calculation of the Nevada Canyon 10-Day VWAP, and (ii) a statement confirming whether the Purchase Price shall be paid in the form of Cash Consideration or Share Consideration, the choice of which shall be determined in accordance with Section 2.4. The date on which Optionee delivers to Optionor the Option Exercise Notice shall be the “Option Exercise Date.”
3.2 Closing Date. Subject to the terms of this Agreement, the Closing of the Purchase Option as contemplated in this Agreement shall take place within sixty (60) days after the Option Exercise Date, at such time and place as mutually agreeable to the Parties, or on such other date as mutually agreeable to the Parties. The date on which the Closing occurs is referred to as the “Closing Date.”
3.3 Closing Deliverables. On or before Closing, the Parties shall deliver the following:
| (a) | Optionor<br> Deliverables. On or before Closing, Optionor shall deliver to Optionee the following<br> (collectively, the “Optionor Deliverables”): |
|---|---|
| (i) | a<br> duly executed Assignment of Royalty Interest in the form attached to this Agreement as Exhibit<br> C (the “Assignment”); and |
| --- | --- |
| (ii) | such<br> other documents, certificates and other instruments as would be usual in respect of the transaction<br> contemplated by this Agreement, or otherwise in the mutual and reasonable opinion of counsel<br> are reasonably necessary for the proper consummation of this transaction to validly complete<br> the sale and transfer to the Optionee of all of the right, title and interest of the Optionor<br> in and to the Olinghouse Royalty. |
| --- | --- |
| (b) | Optionee<br> Deliverables. On or before Closing, Optionee (and Nevada Canyon Parent, as applicable)<br> shall deliver to Optionor the following (collectively, the “Optionee Deliverables”): |
| --- | --- |
| (i) | a<br> duly executed Assignment; |
| --- | --- |
| (ii) | the<br> Purchase Price in the form of either the Cash Consideration or the Share Consideration, as<br> determined and described in the Option Exercise Notice; and |
| --- | --- |
| (iii) | such<br> other documents, certificates and other instruments as would be usual in respect of the transaction<br> contemplated by this Agreement, or otherwise in the mutual and reasonable opinion of counsel<br> are reasonably necessary for the proper consummation of this transaction to validly complete<br> the sale and transfer to the Optionee of all of the right, title and interest of the Optionor<br> in and to the Olinghouse Royalty. |
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3.4 Closing Costs. Optionee shall pay the fees associated with the Closing of the Option, including recording fees, real property transfer taxes, document preparation fees, and similar costs not specifically otherwise allocated under the terms of this Agreement.
Article4
Conditionsof Closing
4.1 Closing Conditions in Favor of Optionor. Optionor shall be obliged to complete the Transaction only if each of the following conditions precedent has been satisfied in full:
| (a) | all<br> of the representations and warranties of Optionee made in this Agreement are true and correct<br> in all material respects as of the Closing Date with the same effect as if made on and as<br> of the Closing Date (except as those representations and warranties may be affected by events<br> or transactions expressly permitted by or resulting from the entering of this Agreement); |
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| (b) | Optionee<br> has complied with or performed in all material respects all of the obligations, covenants<br> and agreements under this Agreement to be complied with or performed by Optionee on or before<br> the Closing Date, to the satisfaction of the Optionor, acting reasonably; and |
| --- | --- |
| (c) | Optionee<br> has caused to be delivered to Optionor the Optionee Deliverables in accordance with Section<br> 3.3(b). |
| --- | --- |
Each of the conditions set out in Section 4.1 is for the exclusive benefit of Optionor and the Optionor may waive compliance with any such condition in whole or in part by notice in writing to the Optionee, except that no such waiver operates as a waiver of any other condition.
4.2 Closing Conditions in Favor of Optionee. Optionee shall be obliged to complete the Transaction only if each of the following conditions precedent has been satisfied in full:
| (a) | all<br> of the representations and warranties of Optionor made in this Agreement are true and correct<br> in all material respects as of the Closing Date with the same effect as if made on and as<br> of the Closing Date (except as those representations and warranties may be affected by events<br> or transactions expressly permitted by or resulting from the entering of this Agreement); |
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| (b) | Optionor<br> has complied with or performed in all material respects all of the obligations, covenants<br> and agreements under this Agreement to be complied with or performed by Optionor on or before<br> the Closing Date, to the satisfaction of the Optionee, acting reasonably; |
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| --- | | (c) | Optionor<br> has caused to be delivered to Optionee the Optionor Deliverables in accordance with Section<br> 3.3(a); and | | --- | --- | | (d) | Optionor<br> has caused the recording of the fully executed Olinghouse Royalty Deed in the Office of the<br> Washoe County Recorder, Nevada, in accordance with Section 2.5. | | --- | --- |
Each of the conditions set out in Section 4.2 is for the exclusive benefit of Optionee and Optionee may waive compliance with any such condition in whole or in part by notice in writing to the Optionor, except that no such waiver operates as a waiver of any other condition.
Article5
Representations,Warranties, and Covenants
5.1 Optionor’s Representations, Warranties, and Covenants. Optionor represents, warrants, and covenants to Optionee that:
| (a) | Optionor<br> is a corporation duly and validly subsisting under the laws of the State of Nevada and that<br> all necessary approvals of its directors, officers and shareholders, and any further approvals<br> that may be required in connection therewith, have been obtained or shall have been obtained<br> on or prior to the Effective Date to authorize the entering into and delivery of this Agreement<br> and the taking of all actions required pursuant hereto by the Optionor; |
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| (b) | Optionor<br> is, and during the period of the Option shall be, the legal and beneficial holder of a one<br> hundred percent (100%) interest in the Olinghouse Royalty, and has all the rights, free and<br> clear of any and all defects, charges, liens and encumbrances; |
| --- | --- |
| (c) | no<br> other person has any agreement or other right to acquire any interest in the Olinghouse Royalty<br> nor are there any liens against the Olinghouse Royalty; |
| --- | --- |
| (d) | to<br> the knowledge of Optionor, no consent or approval of any third party or Governmental Authority<br> is required for the execution, delivery or performance by Optionor of this Agreement; |
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| (e) | Optionor<br> acknowledges that it has had the opportunity to obtain independent legal advice with respect<br> to entering into this Agreement, and that (x) Optionor has obtained such independent legal<br> advice, and (y) Optionor is entering into this Agreement voluntarily and with full knowledge<br> of the contents hereof; |
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| --- | | (f) | Optionor<br> shall, during the Option Period, cooperate with Optionee, at no cost to Optionor or its affiliates,<br> to keep the Olinghouse Royalty in good standing and full force and effect; | | --- | --- | | (i) | During<br> the Option Period, Optionor shall not: (i) create, grant or issue any encumbrance in respect<br> of the Olinghouse Royalty or otherwise sell or dispose of the whole or any part or interest<br> in the Olinghouse Royalty; or (ii) make any material change to, the whole or a material part<br> of Olinghouse Royalty. | | --- | --- |
5.2 Optionee’s Representations, Warranties, and Covenants. Optionee represents, warrants and covenants to Optionor that Optionee is a limited liability company, duly and validly subsisting under the laws of Nevada and that all necessary approvals, if any, have been obtained or shall have been obtained on or prior to the Effective Date to authorize the entering into and delivery of this Agreement and the taking of all actions required pursuant hereto by Optionee.
5.3 Mutual Representations, Warranties, and Covenants. Each of the Parties covenants, warrants, and represents for itself as follows:
| (a) | that<br> it has complied with all applicable laws and regulations of any governmental body, federal,<br> state or local, regarding the terms of and performance of its obligations under this Agreement; |
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| (b) | that<br> there are no lawsuits or proceedings pending or threatened which affect its ability to perform<br> the terms of this Agreement; |
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| (c) | that<br> except as otherwise provided in this Agreement, it shall pay all costs and expenses incurred<br> or to be incurred by it in negotiating and preparing this Agreement and in closing and carrying<br> out the transactions contemplated by this Agreement; |
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| (d) | that<br> it has had no dealings with any agent, broker or finder in connection with this Agreement,<br> and shall indemnify, defend and hold the other Party harmless from and against any claims<br> that may be asserted through such Party that any agent’s broker’s or finder’s<br> fee is due in connection with this Agreement; and |
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| (e) | that<br> it is not on the Specially Designated National & Blocked Persons List of the Office of<br> Foreign Assets Control of the United States Treasury Department and is not otherwise blocked<br> or banned by any foreign asset office rule or any other law or regulation, including the<br> USA Patriot Act or Executive Order 13224. |
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Article6
NevadaCanyon Parent Shares
6.1 Optionor Acknowledgements Concerning Nevada Canyon Parent Shares. Optionor represents and warrants to Nevada Canyon Parent, and acknowledges that the Nevada Canyon Parent is relying on such representations and warranties in entering this Agreement and completing the purchase and sale as contemplated in this Agreement, that:
| (a) | Optionor<br> has such knowledge, skill and experience in business, financial and investment matters so<br> that it is capable of evaluating the merits and risks with respect to an investment in the<br> Nevada Canyon Parent Shares. With the assistance of Optionor’s own professional advisors,<br> to the extent that it has deemed appropriate, Optionor has made its own legal, tax, accounting<br> and financial evaluation of the merits and risks of an investment in the Nevada Canyon Parent<br> Shares and has made its own independent decision that the investment in the Nevada Canyon<br> Parent Shares is suitable and appropriate for it. Optionor has considered the suitability<br> of the Nevada Canyon Parent Shares as an investment in light of its circumstances and financial<br> condition and is able to bear the risks associated with an investment in the Nevada Canyon<br> Parent Shares. |
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| (b) | Optionor<br> is familiar with the business and financial condition and operations of Nevada Canyon Parent<br> and has had the opportunity to conduct its own investigation of Nevada Canyon Parent and<br> the Nevada Canyon Parent Shares. Optionor has had access to the filings of Nevada Canyon<br> Parent made with the Securities and Exchange Commission and such other information concerning<br> Nevada Canyon Parent and the Nevada Canyon Parent Shares as it deems necessary to enable<br> it to make an informed investment decision. Optionor has been offered the opportunity to<br> ask such questions of Nevada Canyon Parent and its representatives and received answers thereto,<br> as it deems necessary to enable it to make an informed investment decision. |
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| (c) | Optionor<br> is an “accredited investor” as defined in Rule 501(a) under Regulation D of the<br> Securities Act of 1933 (the “Securities Act”). |
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| (d) | Optionor<br> is acquiring the Nevada Canyon Parent Shares solely for its own beneficial account, for investment<br> purposes, and not with a view to, or for resale in connection with, any distribution of the<br> Nevada Canyon Parent Shares. Optionor understands that the offer and sale of the Nevada Canyon<br> Parent Shares have not been registered under the Securities Act or any state securities laws<br> and are being issued without registration under the Securities Act pursuant to Section 4(a)(2)<br> of the Securities Act, which exemption depends in part upon the investment intent of Optionor<br> and the accuracy of the other representations and warranties made by it in this Agreement.<br> Optionor understands that Nevada Canyon Parent is relying upon the representations, warranties<br> and agreements contained in this Agreement for the purpose of determining whether the issuance<br> of the Nevada Canyon Parent Shares to Optionor meets the requirements for such exemption. |
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| --- | | (e) | Optionor<br> acknowledges and understands that Nevada Canyon Parent may be in possession of material non-public<br> information not known to Optionor that may impact the value of the Nevada Canyon Parent Shares<br> (“Information”) that Nevada Canyon Parent has not disclosed to Optionor. Optionor<br> acknowledges that it has not relied upon the non-disclosure of any such Information for purposes<br> of making their decision to invest in the Nevada Canyon Parent Shares. Optionor understands,<br> based on its experience, the disadvantage to which Optionor is subject due to the disparity<br> of information between Nevada Canyon Parent, on the one hand, and Optionor, on the other<br> hand. | | --- | --- | | (f) | Optionor<br> understands that the Nevada Canyon Parent Shares, whether certificated or in book-entry form,<br> will bear a restrictive legend in substantially the following form: | | --- | --- |
The securities represented hereby have not been registered with the Securities and Exchange Commission or the securities commission of any state in reliance upon an exemption from registration under the Securities Act of 1933, as amended, and, accordingly, may not be transferred unless (i) such securities have been registered for sale pursuant to the Securities Act of 1933, as amended, (ii) such securities may be sold pursuant to Rule 144, (iii) the Company has received an opinion of counsel reasonably satisfactory to it that such transfer may lawfully be made without registration under the Securities Act of 1933, as amended, or (iv) the securities are transferred without consideration to an affiliate of such holder or a custodial nominee (which for the avoidance of doubt shall require neither consent nor the delivery of an opinion).
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Article7
Termination;Amendment; Waiver
7.1 Termination by Optionor. Any failure by Optionee to perform any of its covenants, liabilities, obligations or responsibilities under this Agreement shall be a default. Optionor may give Optionee written notice of a default. If a payment default is not remedied within twenty (20) days after receipt of the notice, or any other default is not remedied within forty (40) days after receipt of the notice, provided the default can reasonably be cured within that time, or, if not, if Optionee has not within that time commenced action to cure the same or does not after such commencement diligently prosecute such action to completion, Optionor may terminate this Agreement by delivering notice to Optionee of Optionor’s termination of this Agreement, provided that if Optionee contests Optionor’s notice of default or Optionor’s assertion that Optionee has not timely cured or commenced action to cure the alleged default, Optionor may not terminate this Agreement unless and until issues of the alleged default and failure to cure the alleged default have been determined by a court of competent jurisdiction. In such case, Optionee shall have such time as provided by the decree or order of the court having jurisdiction of the dispute concerning the alleged default or failure to cure the alleged default. On termination of this Agreement based on Optionee’ default, within ten (10) days Optionee shall execute and deliver to Optionor a release and termination of this Agreement in form acceptable for recording.
7.2 Termination by Optionee. Optionee may at any time terminate this Agreement by giving ten (10) days’ written notice to Optionor. If Optionee terminates this Agreement, Optionee shall perform all obligations and pay all payments which accrue or become due before the termination date. On Optionee’ termination of this Agreement, within ten (10) days Optionee shall execute and deliver to Optionor a release and termination of this Agreement in form acceptable for recording.
7.3 Amendment. This Agreement may not be amended except by an instrument signed by all the Parties.
7.4 Waiver. Any failure of a Party to comply with any provision hereof may be waived by the Party entitled to the benefit thereof only by a written instrument signed by the party granting such waiver, but such waiver or failure to insist upon strict compliance with such provision shall not operate as a waiver of or estoppel with respect to, any subsequent or other failure.
Article8
Assignment
8.1 Optionor’s Assignment. Optionor shall have the right to assign or otherwise transfer all or any part of its interest in this Agreement or the Olinghouse Royalty. No change in ownership of Optionor’s interest in the Olinghouse Royalty shall affect Optionee’s obligations under this Agreement unless and until Optionor delivers and Optionee receives copies of the documents which demonstrate the change in ownership of Optionor’s interest.
| 11 |
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8.2 Optionee’s Assignment. Optionee shall not assign or transfer to a third party (each a “Transfer”) all or any part of its interest in this Agreement or the Olinghouse Royalty, without, in each case, Optionor’s prior written consent, which shall not be delayed or withheld unreasonably. Optionor shall respond to Optionee’s request for consent within ten (10) days following Optionor’s receipt of Optionee’s request. If Optionor does not timely inform Optionee that Optionor does not consent to the proposed Transfer, Optionor shall be deemed to have approved the Transfer. Each transferee of any interest in this Agreement shall execute and deliver an instrument by which the transferee agrees to assume and perform the obligations of the assignor under this Agreement.
Article9
Notices
9.1 Notices. No notice, request, demand, instruction or other document to be given to any Party shall be effective for any purpose unless delivered to the person at the appropriate address stated below (in which event such notice shall be deemed effective only upon such delivery) delivered by air courier next-day delivery (e.g., Federal Express), or delivered by U.S. mail, sent by registered or certified mail, return receipt requested, or by electronic mail, as follows:
| If<br> to Optionor: | Target<br> Minerals, Inc. |
|---|---|
| 15<br> Calcite Drive | |
| Carson<br> City, Nevada 89706 | |
| Attn:<br> Mitch Fanning | |
| E-mail:<br> Mitch_target@msn.com | |
| If<br> to Optionee: | Nevada<br> Canyon LLC |
| --- | --- |
| 316<br> California Ave, Suite 543 | |
| Reno,<br> Nevada 89509 | |
| Attn:<br> Jeff Cocks | |
| E-mail:<br> jeff@westisleventures.com | |
| If<br> to Nevada Canyon Parent: | Nevada<br> Canyon Gold Corp. |
| --- | --- |
| 316<br> California Ave, Suite 543 | |
| Reno,<br> Nevada 89509 | |
| Attn:<br> Jeff Cocks | |
| E-mail:<br> jeff@westisleventures.com |
Notices delivered by air courier shall be deemed to have been given the next business day after deposit with the courier and notices mailed shall be deemed to have been given on the third day following deposit of same in any United States Post Office in the state to which the notice is addressed or on the fourth day following deposit in any such post office other than in the state to which the notice is addressed, postage prepaid, addressed as stated above. Notices sent by electronic mail during regular business hours shall be deemed to have been given the same business day and, otherwise, on the subsequent business day. The addresses and addressees, for the purpose of this Section, may be changed by giving written notice of such change in the manner herein provided for giving notice. Unless and until such written notice of change is received, the last address and addressee stated by written notice, or provided herein if no such written notice of change has been received, shall be deemed to continue in effect for all purposes hereunder.
| 12 |
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Article10
MiscellaneousProvisions
10.1 Binding Effect of Obligations. This Agreement shall be binding upon and inure to the benefit of the respective Parties and their successors or assigns.
10.2 Entire Agreement. The Parties agree that the entire agreement between them is written in this Agreement. There are no terms or conditions, express or implied, other than expressly stated in this Agreement. This Agreement may be amended or modified only by a written instrument signed by the Parties with the same formality as this Agreement.
10.3 Governing Law and Forum Selection. This Agreement shall be construed and enforced in accordance with the laws of the State of Nevada. The forum for any action regarding the construction or enforcement of this Agreement shall be the Second Judicial District Court, Washoe County, Reno, Nevada. The prevailing Party in any such action shall be entitled to an award of its costs and attorney’s fees incurred in such action.
10.4 Confidentiality. The data and information, including the terms of this Agreement, coming into the Parties’ possession by virtue of this Agreement shall be deemed confidential and shall not be disclosed to outside third parties except as may be required to publicly record or protect title to the Property or to publicly announce and disclose information under Governmental Regulations or under the rules and regulations of any stock exchange on which the stock of a Party, or the parent or affiliates of a Party, is listed. If a Party negotiates for a transfer of all or any portion of such Party’s interest in the Property or under this Agreement or negotiates to procure financing or loans relating to the Property, in order to facilitate any such negotiations such Party shall have the right to furnish information to third parties, provided that each third Party to whom the information is disclosed agrees to maintain its confidentiality in the manner provided in this Section.
10.5 Memorandum. The Parties shall execute and deliver a memorandum of this Agreement. The execution of the Memorandum shall not limit, increase or in any manner affect any of the terms of this Agreement or any rights, interests or obligations of the Parties.
10.6 Computation of Time. Any reference herein to time periods of less than six (6) days shall exclude Saturdays, Sundays and legal holidays in the computation thereof. Any time period provided for in this Agreement which ends on a Saturday, Sunday or legal holiday shall extend to 5:00 p.m. on the next full business day.
10.7 Further Assurances. The Parties each agree to do such other and further acts and things, and to execute and deliver such instruments and documents (not creating any obligations additional to those otherwise imposed by this Contract) as either may reasonably request from time to time, whether at or after the Closing, in furtherance of the purposes of this Agreement.
| 13 |
| --- |
10.8 Waiver of Jury Trial. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, UNCONDITIONALLY AND INTENTIONALLY FOREVER WAIVES THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER ARISING AT LAW, AT EQUITY, IN TORT OR CONTRACT) BROUGHT BY ANY PARTY AGAINST SUCH PARTY ON ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT. THE PROVISIONS OF THIS SECTION 10.8 SHALL SURVIVE THE TERMINATION HEREOF.
10.9 Counterparts. This Agreement may be executed in one or more counterparts, and by the different Party in separate counterparts, each of which when executed shall be deemed to be an original but all of which when taken together shall constitute one and the same agreement. Such counterparts may be delivered by facsimile or electronic transmission and the receiving Party is entitled to rely on the same to the same extent as if it had been an executed original.
10.10 Severability. If any part, term or provision of this Agreement is held by a court of competent jurisdiction to be illegal or in conflict with any governmental regulations, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations of the Parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be invalid.
[Signaturepage follows.]
| 14 |
| --- |
The Parties have executed this Agreement as of the Effective Date.
| Optionor: | |
|---|---|
| TARGET MINERALS, INC., a Nevada corporation | |
| By: | /s/ Mitch Fanning |
| Name: | Mitch<br> W. Fanning |
| Title: | President |
| Optionee: | |
| NEVADA CANYON LLC, a Nevada limited liability company | |
| By<br> its Managing Member: | |
| NEVADA<br> CANYON GOLD CORP., a Nevada corporation | |
| By: | /s/ Jeffrey Cocks |
| Name: | Jeffrey<br> A. Cocks |
| Title: | President |
| Nevada Canyon Parent: | |
| NEVADA CANYON GOLD CORP., a Nevada corporation | |
| By: | /s/ Jeffrey Cocks |
| Name: | Jeffrey<br> A. Cocks |
| Title: | President |
| 15 |
| --- |
ExhibitA-1
LMMPatented Claims
The Olinghouse Properties include the following four (4) patented mining claims situated in Sections 20 and 29, T. 21 N., R. 23 E., MDM, in Washoe County, Nevada:
| Claim Name | Mineral Survey No. | Patent No. | Assessor’s Parcel No. |
|---|---|---|---|
| No<br> 2 Mine Lode | 2748 | 46333 | 079-150-16 |
| Standard<br> Lode | 4325 | 649108 | 079-150-38 |
| Alice | 2591 | 31379 | 079-150-41 |
| Mattie<br> B. | 2591 | 31379 | 079-150-42 |
Totalof four (4) patented mining claims.
[Endof Exhibit A-1]
| A-1 |
| --- |
ExhibitA-2
LMMUnpatented Claims
The Olinghouse Properties include the following two hundred and seventy-nine (279) unpatented lode and placer claims situated in Sections 11 and 14, T. 21 N., R. 22 E., and Sections 2, 3, 9, 10, 11, 14 through 23, and 27 through 32, T. 21 N., R. 23 E., MDM, in Washoe County, Nevada:
| BLM | ||||
|---|---|---|---|---|
| # | Claim Name | Location Date | Legacy NMC No. | Serial No. |
| 1 | SUNBEAM | 8/29/1964 | NMC10515 | NV101548899 |
| 2 | CAROLINE | 8/29/1964 | NMC10845 | NV101755458 |
| 3 | KEYSTONE | 5/12/1951 | NMC43815 | NV101758291 |
| 4 | INSPIRATION | 10/1/1950 | NMC43816 | NV101401279 |
| 5 | MARGARET | 7/1/1923 | NMC43818 | NV101609468 |
| 6 | KEYSTONE<br> EXT | 1/7/1938 | NMC43819 | NV101549807 |
| 7 | GOLD<br> FRAC | 7/19/1964 | NMC81225 | NV101457511 |
| 8 | SUNBEAM<br> EXTENSION | 2/11/1980 | NMC143733 | NV101344241 |
| 9 | KAREN | 10/4/1980 | NMC167606 | NV101606750 |
| 10 | GOLD<br> HILL #1 | 5/15/1981 | NMC200993 | NV101546321 |
| 11 | GOLD<br> HILL #2 | 5/22/1981 | NMC200994 | NV101454435 |
| 12 | JENI | 5/11/1981 | NMC200995 | NV101454603 |
| 13 | GOLD<br> QUEEN # 1 | 6/26/1981 | NMC208547 | NV101452396 |
| 14 | GOLD<br> QUEEN # 2 | 7/15/1981 | NMC208548 | NV101496126 |
| 15 | FRANKFREE | 8/27/1981 | NMC216380 | NV101525287 |
| 16 | GOLD<br> QUEEN # 4 | 1/14/1983 | NMC260238 | NV101493561 |
| 17 | GOLD<br> QUEEN #5 | 4/6/1983 | NMC264882 | NV101603554 |
| 18 | TERFREE<br> WEST | 5/3/1983 | NMC267486 | NV101524657 |
| 19 | TERFREE<br> EAST | 5/3/1983 | NMC267487 | NV101605705 |
| 20 | SMUGGLER | 6/12/1983 | NMC273143 | NV101752995 |
| 21 | NUMBER<br> #4 | 6/12/1983 | NMC273144 | NV101303672 |
| 22 | EL<br> SOBRANTE | 3/15/1985 | NMC336647 | NV101479069 |
| 23 | GOLDEN<br> EAGLE | 3/15/1985 | NMC336648 | NV101459149 |
| 24 | MOUNTAIN<br> VIEW | 3/15/1985 | NMC336649 | NV101545809 |
| 25 | GREEN<br> GOLD #1 | 6/6/1985 | NMC341849 | NV101452416 |
| 26 | GREEN<br> GOLD #3 | 6/6/1985 | NMC341851 | NV101452923 |
| 27 | GREEN<br> GOLD #4 | 6/18/1985 | NMC341852 | NV101601978 |
| 28 | GOLD<br> HILL #3 | 6/18/1985 | NMC341919 | NV101730546 |
| 29 | GREEN<br> GOLD #5 | 6/19/1985 | NMC341920 | NV101600462 |
| 30 | GREEN<br> GOLD #6 | 6/19/1985 | NMC341921 | NV101344209 |
| 31 | MORNING<br> STAR | 5/11/1985 | NMC345714 | NV101401525 |
| 32 | MORNING<br> STAR EXTEN | 5/11/1985 | NMC345715 | NV101758339 |
| 33 | WONDAR<br> #1 | 6/1/1986 | NMC369042 | NV101303033 |
| 34 | EVA | 4/10/1987 | NMC403584 | NV101304735 |
| A-2 |
| --- | ||||
|---|---|---|---|---|
| --- | --- | --- | --- | --- |
| # | Claim Name | Location Date | Legacy NMC No. | Serial No. |
| 35 | LEE’S<br> GGH | 12/3/1987 | NMC451341 | NV101345754 |
| 36 | ANTIQUE<br> GOLD MINING CLAIM | 5/23/1988 | NMC479610 | NV101301623 |
| 37 | OLY<br> GOLD | 8/21/1993 | NMC680500 | NV101347047 |
| 38 | JEN<br> #2 | 9/21/1993 | NMC688681 | NV101346963 |
| 39 | JEN<br> #3 | 9/21/1993 | NMC688682 | NV101400762 |
| 40 | JEN<br> #4 | 9/22/1993 | NMC688683 | NV101453754 |
| 41 | JEN<br> #5 | 9/22/1993 | NMC688684 | NV101405342 |
| 42 | JEN<br> #6 | 9/28/1993 | NMC688685 | NV101458732 |
| 43 | JEN<br> #7 | 9/28/1993 | NMC688686 | NV101406362 |
| 44 | JEN<br> #8 | 9/28/1993 | NMC688687 | NV101731884 |
| 45 | JEN<br> #9 | 9/28/1993 | NMC688688 | NV101401763 |
| 46 | JEN<br> #10 | 9/28/1993 | NMC688689 | NV101609560 |
| 47 | JEN<br> #11 | 9/28/1993 | NMC688690 | NV101349026 |
| 48 | JEN<br> #12 | 9/28/1993 | NMC688691 | NV101603376 |
| 49 | JEN<br> #13 | 9/28/1993 | NMC688692 | NV101347283 |
| 50 | JEN<br> #14 | 9/28/1993 | NMC688693 | NV101605706 |
| 51 | JEN<br> #15 | 9/19/1993 | NMC688694 | NV101525286 |
| 52 | JEN<br> #16 | 11/22/1993 | NMC688695 | NV101602333 |
| 53 | OLI<br> 4 | 9/28/1994 | NMC708663 | NV101600901 |
| 54 | OLI<br> 6 | 9/28/1994 | NMC708665 | NV101547262 |
| 55 | OLI<br> 8 | 9/28/1994 | NMC708667 | NV101459390 |
| 56 | OLI<br> 10 | 9/28/1994 | NMC708669 | NV101608209 |
| 57 | OLI<br> 56 | 9/29/1994 | NMC708711 | NV101754108 |
| 58 | OLI<br> 67 | 9/10/1994 | NMC708721 | NV101453325 |
| 59 | OLI<br> 68 | 9/10/1994 | NMC708722 | NV101523812 |
| 60 | OLI<br> 69 | 9/10/1994 | NMC708723 | NV101453907 |
| 61 | OLI<br> 103 | 9/22/1994 | NMC708757 | NV101480355 |
| 62 | OLI<br> 106 | 9/20/1994 | NMC708760 | NV101495963 |
| 63 | OLI<br> 128 | 9/29/1994 | NMC708782 | NV101526281 |
| 64 | OLI<br> 129 | 9/30/1994 | NMC708783 | NV101456440 |
| 65 | OLI<br> 130 | 9/17/1994 | NMC708784 | NV101608875 |
| 66 | OLI<br> 131 | 9/20/1994 | NMC708785 | NV101455680 |
| 67 | OLI<br> 133 | 9/21/1994 | NMC708786 | NV101609576 |
| 68 | OLI<br> 134 | 9/21/1994 | NMC708787 | NV101547203 |
| 69 | OLI<br> 135 | 9/21/1994 | NMC708788 | NV101492377 |
| 70 | OLI<br> 136 | 9/25/1994 | NMC708789 | NV101758107 |
| 71 | OLI<br> 137 | 9/27/1994 | NMC708790 | NV101490605 |
| 72 | OLI<br> 138 | 9/1/1995 | NMC724838 | NV101609670 |
| 73 | OLI<br> #158 | 3/5/1997 | NMC771870 | NV101731176 |
| 74 | OLI<br> #159 | 3/5/1997 | NMC771871 | NV101452119 |
| 75 | OLI<br> #163 | 4/21/1998 | NMC791172 | NV101480086 |
| A-3 |
| --- | ||||
|---|---|---|---|---|
| --- | --- | --- | --- | --- |
| # | Claim Name | Location Date | Legacy NMC No. | Serial No. |
| 76 | OLI<br> #164 | 4/21/1998 | NMC791173 | NV101730605 |
| 77 | OLI<br> #165 | 4/21/1998 | NMC791174 | NV101524448 |
| 78 | OLI<br> #166 | 4/21/1998 | NMC791175 | NV101456300 |
| 79 | OLI<br> #167 | 4/21/1998 | NMC791176 | NV101525082 |
| 80 | OLI<br> #171 | 2/18/1999 | NMC802091 | NV101645620 |
| 81 | OLI<br> #172 | 2/18/1999 | NMC802092 | NV101646801 |
| 82 | NEXT<br> 1 | 10/1/2009 | NMC1015282 | NV101471467 |
| 83 | NEXT<br> 2 | 10/1/2009 | NMC1015283 | NV101471468 |
| 84 | NEXT<br> 3 | 10/1/2009 | NMC1015284 | NV101471469 |
| 85 | NEXT<br> 4 | 10/1/2009 | NMC1015285 | NV101471470 |
| 86 | NEXT<br> 5 | 9/21/2009 | NMC1015286 | NV101471471 |
| 87 | NEXT<br> 6 | 9/21/2009 | NMC1015287 | NV101471472 |
| 88 | NEXT<br> 7 | 9/21/2009 | NMC1015288 | NV101471473 |
| 89 | NEXT<br> 8 | 9/21/2009 | NMC1015289 | NV101471474 |
| 90 | NEXT<br> 9 | 9/21/2009 | NMC1015290 | NV101472454 |
| 91 | NEXT<br> 10 | 9/21/2009 | NMC1015291 | NV101472455 |
| 92 | NEXT<br> 11 | 9/21/2009 | NMC1015292 | NV101472456 |
| 93 | NEXT<br> 12 | 9/21/2009 | NMC1015293 | NV101472457 |
| 94 | NEXT<br> 13 | 9/21/2009 | NMC1015294 | NV101472458 |
| 95 | NEXT<br> 14 | 9/21/2009 | NMC1015295 | NV101472459 |
| 96 | NEXT<br> 15 | 9/21/2009 | NMC1015296 | NV101472460 |
| 97 | NEXT<br> 16 | 9/21/2009 | NMC1015297 | NV101472461 |
| 98 | NEXT<br> 17 | 9/21/2009 | NMC1015298 | NV101472462 |
| 99 | NEXT<br> 18 | 9/21/2009 | NMC1015299 | NV101472463 |
| 100 | NEXT<br> 19 | 9/21/2009 | NMC1015300 | NV101472464 |
| 101 | NEXT<br> 20 | 9/21/2009 | NMC1015301 | NV101472465 |
| 102 | NEXT<br> 21 | 10/6/2009 | NMC1015302 | NV101472466 |
| 103 | NEXT<br> 22 | 10/6/2009 | NMC1015303 | NV101472467 |
| 104 | NEXT<br> 23 | 10/6/2009 | NMC1015304 | NV101472468 |
| 105 | NEXT<br> 24 | 10/6/2009 | NMC1015305 | NV101472469 |
| 106 | NEXT<br> 25 | 10/6/2009 | NMC1015306 | NV101472470 |
| 107 | NEXT<br> 26 | 10/6/2009 | NMC1015307 | NV101472471 |
| 108 | NEXT<br> 27 | 10/2/2009 | NMC1015308 | NV101472472 |
| 109 | NEXT<br> 28 | 10/2/2009 | NMC1015309 | NV101472473 |
| 110 | NEXT<br> 29 | 10/2/2009 | NMC1015310 | NV101472474 |
| 111 | NEXT<br> 30 | 10/2/2009 | NMC1015311 | NV101473663 |
| 112 | NEXT<br> 31 | 10/2/2009 | NMC1015312 | NV101473664 |
| 113 | NEXT<br> 32 | 10/2/2009 | NMC1015313 | NV101473665 |
| 114 | NEXT<br> 33 | 10/2/2009 | NMC1015314 | NV101473666 |
| 115 | NEXT<br> 34 | 10/2/2009 | NMC1015315 | NV101473667 |
| 116 | NEXT<br> 35 | 10/2/2009 | NMC1015316 | NV101473668 |
| A-4 |
| --- | ||||
|---|---|---|---|---|
| --- | --- | --- | --- | --- |
| # | Claim Name | Location Date | Legacy NMC No. | Serial No. |
| 117 | NEXT<br> 36 | 10/2/2009 | NMC1015317 | NV101473669 |
| 118 | NEXT<br> 37 | 10/2/2009 | NMC1015318 | NV101473670 |
| 119 | NEXT<br> 38 | 10/1/2009 | NMC1015319 | NV101473671 |
| 120 | NEXT<br> 39 | 10/2/2009 | NMC1015320 | NV101473672 |
| 121 | NEXT<br> 40 | 10/1/2009 | NMC1015321 | NV101473673 |
| 122 | NEXT<br> 41 | 10/2/2009 | NMC1015322 | NV101473674 |
| 123 | NEXT<br> 42 | 10/1/2009 | NMC1015323 | NV101473675 |
| 124 | NEXT<br> 43 | 10/5/2009 | NMC1015324 | NV101473676 |
| 125 | NEXT<br> 44 | 9/21/2009 | NMC1015325 | NV101473677 |
| 126 | NEXT<br> 45 | 9/21/2009 | NMC1015326 | NV101473678 |
| 127 | NEXT<br> 46 | 9/21/2009 | NMC1015327 | NV101473679 |
| 128 | NEXT<br> 47 | 10/5/2009 | NMC1015328 | NV101473680 |
| 129 | NEXT<br> 48 | 10/5/2009 | NMC1015329 | NV101473681 |
| 130 | NEXT<br> 49 | 10/5/2009 | NMC1015330 | NV101473682 |
| 131 | NEXT<br> 50 | 10/5/2009 | NMC1015331 | NV101473683 |
| 132 | NEXT<br> 51 | 10/5/2009 | NMC1015332 | NV101474664 |
| 133 | NEXT<br> 52 | 10/5/2009 | NMC1015333 | NV101474665 |
| 134 | NEXT<br> 53 | 10/5/2009 | NMC1015334 | NV101474666 |
| 135 | NEXT<br> 54 | 10/5/2009 | NMC1015335 | NV101474667 |
| 136 | NEXT<br> 55 | 9/18/2009 | NMC1015336 | NV101474668 |
| 137 | NEXT<br> 56 | 9/18/2009 | NMC1015337 | NV101474669 |
| 138 | NEXT<br> 57 | 9/18/2009 | NMC1015338 | NV101474670 |
| 139 | NEXT<br> 58 | 9/18/2009 | NMC1015339 | NV101474671 |
| 140 | NEXT<br> 59 | 9/18/2009 | NMC1015340 | NV101474672 |
| 141 | NEXT<br> 60 | 10/2/2009 | NMC1015341 | NV101474673 |
| 142 | NEXT<br> 61 | 9/18/2009 | NMC1015342 | NV101474674 |
| 143 | NEXT<br> 62 | 10/2/2009 | NMC1015343 | NV101474675 |
| 144 | NEXT<br> 63 | 9/18/2009 | NMC1015344 | NV101474676 |
| 145 | NEXT<br> 64 | 10/2/2009 | NMC1015345 | NV101474677 |
| 146 | NEXT<br> 65 | 9/18/2009 | NMC1015346 | NV101474678 |
| 147 | NEXT<br> 66 | 9/18/2009 | NMC1015347 | NV101474679 |
| 148 | NEXT<br> 67 | 9/18/2009 | NMC1015348 | NV101474680 |
| 149 | NEXT<br> 68 | 9/18/2009 | NMC1015349 | NV101474681 |
| 150 | NEXT<br> 69 | 9/18/2009 | NMC1015350 | NV101474682 |
| 151 | NEXT<br> 70 | 9/18/2009 | NMC1015351 | NV101474683 |
| 152 | NEXT<br> 71 | 9/18/2009 | NMC1015352 | NV101474684 |
| 153 | NEXT<br> 72 | 9/18/2009 | NMC1015353 | NV101475625 |
| 154 | NEXT<br> 73 | 9/18/2009 | NMC1015354 | NV101475626 |
| 155 | NEXT<br> 74 | 9/18/2009 | NMC1015355 | NV101475627 |
| 156 | NEXT<br> 75 | 9/18/2009 | NMC1015356 | NV101475628 |
| 157 | NEXT<br> 76 | 9/18/2009 | NMC1015357 | NV101475629 |
| A-5 |
| --- | ||||
|---|---|---|---|---|
| --- | --- | --- | --- | --- |
| # | Claim Name | Location Date | Legacy NMC No. | Serial No. |
| 158 | NEXT<br> 77 | 9/18/2009 | NMC1015358 | NV101475630 |
| 159 | NEXT<br> 78 | 9/18/2009 | NMC1015359 | NV101475631 |
| 160 | NEXT<br> 79 | 9/18/2009 | NMC1015360 | NV101475632 |
| 161 | NEXT<br> 80 | 9/18/2009 | NMC1015361 | NV101475633 |
| 162 | NEXT<br> 81 | 9/18/2009 | NMC1015362 | NV101475634 |
| 163 | NEXT<br> 82 | 9/18/2009 | NMC1015363 | NV101475635 |
| 164 | NEXT<br> 83 | 9/18/2009 | NMC1015364 | NV101475636 |
| 165 | NEXT<br> 84 | 9/18/2009 | NMC1015365 | NV101475637 |
| 166 | NEXT<br> 85 | 9/18/2009 | NMC1015366 | NV101475638 |
| 167 | NEXT<br> 86 | 9/18/2009 | NMC1015367 | NV101475639 |
| 168 | NEXT<br> 87 | 9/18/2009 | NMC1015368 | NV101475640 |
| 169 | NEXT<br> 88 | 9/18/2009 | NMC1015369 | NV101475641 |
| 170 | NEXT<br> 89 | 9/18/2009 | NMC1015370 | NV101475642 |
| 171 | NEXT<br> 90 | 9/18/2009 | NMC1015371 | NV101475643 |
| 172 | NEXT<br> 91 | 9/17/2009 | NMC1015372 | NV101475644 |
| 173 | NEXT<br> 92 | 9/17/2009 | NMC1015373 | NV101475645 |
| 174 | NEXT<br> 93 | 9/17/2009 | NMC1015374 | NV101476464 |
| 175 | NEXT<br> 94 | 9/17/2009 | NMC1015375 | NV101476465 |
| 176 | NEXT<br> 95 | 9/17/2009 | NMC1015376 | NV101476466 |
| 177 | NEXT<br> 96 | 9/17/2009 | NMC1015377 | NV101476467 |
| 178 | NEXT<br> 97 | 9/17/2009 | NMC1015378 | NV101476468 |
| 179 | NEXT<br> 98 | 9/17/2009 | NMC1015379 | NV101476469 |
| 180 | NEXT<br> 100 | 9/17/2009 | NMC1015380 | NV101476470 |
| 181 | NEXT<br> 101 | 11/24/2009 | NMC1015381 | NV101476471 |
| 182 | NEXT<br> 103 | 9/17/2009 | NMC1015382 | NV101476472 |
| 183 | NEXT<br> 104 | 9/17/2009 | NMC1015383 | NV101476473 |
| 184 | NEXT<br> 105 | 9/16/2009 | NMC1015384 | NV101476474 |
| 185 | NEXT<br> 106 | 9/16/2009 | NMC1015385 | NV101476475 |
| 186 | NEXT<br> 107 | 9/16/2009 | NMC1015386 | NV101476476 |
| 187 | NEXT<br> 108 | 9/16/2009 | NMC1015387 | NV101476477 |
| 188 | NEXT<br> 109 | 9/16/2009 | NMC1015388 | NV101476478 |
| 189 | NEXT<br> 110 | 9/16/2009 | NMC1015389 | NV101476479 |
| 190 | NEXT<br> 111 | 9/16/2009 | NMC1015390 | NV101476480 |
| 191 | NEXT<br> 112 | 9/16/2009 | NMC1015391 | NV101476481 |
| 192 | NEXT<br> 113 | 9/16/2009 | NMC1015392 | NV101476482 |
| 193 | NEXT<br> 114 | 9/16/2009 | NMC1015393 | NV101476483 |
| 194 | NEXT<br> 115 | 9/16/2009 | NMC1015394 | NV101476484 |
| 195 | NEXT<br> 116 | 9/16/2009 | NMC1015395 | NV101409851 |
| 196 | NEXT<br> 117 | 9/17/2009 | NMC1015396 | NV101409852 |
| 197 | NEXT<br> 118 | 9/17/2009 | NMC1015397 | NV101409853 |
| 198 | NEXT<br> 119 | 9/17/2009 | NMC1015398 | NV101409854 |
| A-6 |
| --- | ||||
|---|---|---|---|---|
| --- | --- | --- | --- | --- |
| # | Claim Name | Location Date | Legacy NMC No. | Serial No. |
| 199 | NEXT<br> 120 | 9/17/2009 | NMC1015399 | NV101409855 |
| 200 | NEXT<br> 121 | 9/17/2009 | NMC1015400 | NV101409856 |
| 201 | NEXT<br> 122 | 9/17/2009 | NMC1015401 | NV101409857 |
| 202 | NEXT<br> 123 | 9/16/2009 | NMC1015402 | NV101409858 |
| 203 | NEXT<br> 124 | 9/16/2009 | NMC1015403 | NV101409859 |
| 204 | NEXT<br> 125 | 9/16/2009 | NMC1015404 | NV101409860 |
| 205 | NEXT<br> 126 | 9/16/2009 | NMC1015405 | NV101409861 |
| 206 | NEXT<br> 127 | 9/16/2009 | NMC1015406 | NV101409862 |
| 207 | NEXT<br> 128 | 9/16/2009 | NMC1015407 | NV101409863 |
| 208 | NEXT<br> 129 | 9/16/2009 | NMC1015408 | NV101409864 |
| 209 | NEXT<br> 130 | 9/16/2009 | NMC1015409 | NV101409865 |
| 210 | NEXT<br> 131 | 9/16/2009 | NMC1015410 | NV101409866 |
| 211 | NEXT<br> 132 | 9/16/2009 | NMC1015411 | NV101409867 |
| 212 | NEXT<br> 133 | 9/16/2009 | NMC1015412 | NV101409868 |
| 213 | NEXT<br> 134 | 9/16/2009 | NMC1015413 | NV101409869 |
| 214 | GREEN<br> GOLD #2 | 2/1/2010 | NMC1022574 | NV101473953 |
| 215 | MAT<br> FRAC | 12/23/2011 | NMC1066357 | NV101751038 |
| 216 | NO<br> PIT FRAC | 12/23/2011 | NMC1066358 | NV101751039 |
| 217 | NEXT<br> 200 | 10/21/2014 | NMC1105631 | NV101360103 |
| 218 | NEXT<br> 201 | 10/21/2014 | NMC1105632 | NV101360104 |
| 219 | NEXT<br> 202 | 10/21/2014 | NMC1105633 | NV101451117 |
| 220 | NEXT<br> 203 | 10/21/2014 | NMC1105634 | NV101451118 |
| 221 | NEXT<br> 204 | 10/21/2014 | NMC1105635 | NV101451119 |
| 222 | NEXT<br> 205 | 10/21/2014 | NMC1105636 | NV101451120 |
| 223 | NEXT<br> 206 | 10/21/2014 | NMC1105637 | NV101451121 |
| 224 | NEXT<br> 207 | 10/21/2014 | NMC1105638 | NV101451122 |
| 225 | NEXT<br> 208 | 10/21/2014 | NMC1105639 | NV101451123 |
| 226 | NEXT<br> 209 | 10/21/2014 | NMC1105640 | NV101451124 |
| 227 | NEXT<br> 210 | 10/21/2014 | NMC1105641 | NV101451125 |
| 228 | NEXT<br> 211 | 10/21/2014 | NMC1105642 | NV101451126 |
| 229 | NEXT<br> 212 | 10/21/2014 | NMC1105643 | NV101451127 |
| 230 | NEXT<br> 213 | 10/21/2014 | NMC1105644 | NV101451128 |
| 231 | NEXT<br> 214 | 10/21/2014 | NMC1105645 | NV101451129 |
| 232 | NEXT<br> 215 | 10/21/2014 | NMC1105646 | NV101451130 |
| 233 | NEXT<br> 216 | 10/20/2014 | NMC1105647 | NV101451131 |
| 234 | NEXT<br> 217 | 10/20/2014 | NMC1105648 | NV101451132 |
| 235 | NEXT<br> 218 | 10/20/2014 | NMC1105649 | NV101451133 |
| 236 | NEXT<br> 219 | 10/20/2014 | NMC1105650 | NV101451134 |
| 237 | NEXT<br> 220 | 10/20/2014 | NMC1105651 | NV101451135 |
| 238 | NEXT<br> 221 | 10/20/2014 | NMC1105652 | NV101451136 |
| 239 | NEXT<br> 222 | 10/20/2014 | NMC1105653 | NV101451137 |
| A-7 |
| --- | ||||
|---|---|---|---|---|
| --- | --- | --- | --- | --- |
| # | Claim Name | Location Date | Legacy NMC No. | Serial No. |
| 240 | NEXT<br> 223 | 10/20/2014 | NMC1105654 | NV101486278 |
| 241 | NEXT<br> 224 | 10/20/2014 | NMC1105655 | NV101486197 |
| 242 | NEXT<br> 225 | 10/20/2014 | NMC1105656 | NV101486198 |
| 243 | NEXT<br> 226 | 10/20/2014 | NMC1105657 | NV101486199 |
| 244 | NEXT<br> 227 | 10/20/2014 | NMC1105658 | NV101486200 |
| 245 | NEXT<br> 228 | 10/20/2014 | NMC1105659 | NV101486279 |
| 246 | NEXT<br> 229 | 10/20/2014 | NMC1105660 | NV101486280 |
| 247 | NEXT<br> 230 | 10/20/2014 | NMC1105661 | NV101486281 |
| 248 | NEXT<br> 231 | 10/20/2014 | NMC1105662 | NV101486282 |
| 249 | NEXT<br> 232 | 10/20/2014 | NMC1105663 | NV101486283 |
| 250 | NEXT<br> 233 | 10/20/2014 | NMC1105664 | NV101486284 |
| 251 | NEXT<br> 234 | 10/20/2014 | NMC1105665 | NV101486285 |
| 252 | NEXT<br> 235 | 10/20/2014 | NMC1105666 | NV101486286 |
| 253 | NEXT<br> 236 | 10/20/2014 | NMC1105667 | NV101486287 |
| 254 | NEXT<br> 237 | 10/20/2014 | NMC1105668 | NV101486288 |
| 255 | NEXT<br> 238 | 10/20/2014 | NMC1105669 | NV101486289 |
| 256 | NEXT<br> 239 | 10/20/2014 | NMC1105670 | NV101486290 |
| 257 | NEXT<br> 240 | 10/20/2014 | NMC1105671 | NV101486291 |
| 258 | NEXT<br> 241 | 10/20/2014 | NMC1105672 | NV101486292 |
| 259 | NEXT<br> 242 | 10/20/2014 | NMC1105673 | NV101486293 |
| 260 | NEXT<br> 243 | 10/20/2014 | NMC1105674 | NV101486294 |
| 261 | NEXT<br> 244 | 10/20/2014 | NMC1105675 | NV101487200 |
| 262 | NEXT<br> 245 | 10/20/2014 | NMC1105676 | NV101487275 |
| 263 | NEXT<br> 246 | 10/20/2014 | NMC1105677 | NV101487276 |
| 264 | NEXT<br> 247 | 10/20/2014 | NMC1105678 | NV101487277 |
| 265 | NEXT<br> 248 | 10/20/2014 | NMC1105679 | NV101487278 |
| 266 | NEXT<br> 249 | 10/20/2014 | NMC1105680 | NV101487279 |
| 267 | NEXT<br> 250 | 10/20/2014 | NMC1105681 | NV101487280 |
| 268 | NEXT<br> 251 | 10/20/2014 | NMC1105682 | NV101487281 |
| 269 | NEXT<br> 252 | 10/20/2014 | NMC1105683 | NV101487282 |
| 270 | NEXT<br> 253 | 10/20/2014 | NMC1105684 | NV101487283 |
| 271 | NEXT<br> 254 | 10/20/2014 | NMC1105685 | NV101487284 |
| 272 | NEXT<br> 255 | 10/20/2014 | NMC1105686 | NV101487285 |
| 273 | NL<br> 4 | 10/9/2016 | NMC1133611 | NV101893324 |
| 274 | NL<br> 5 | 10/9/2016 | NMC1133612 | NV101893325 |
| 275 | NL<br> 6 | 10/9/2016 | NMC1133613 | NV101893326 |
| 276 | NL<br> 8 | 10/8/2016 | NMC1133615 | NV101893327 |
| 277 | NEXT<br> 256 | 6/19/2019 | NMC1191697 | NV101594104 |
| 278 | NEXT<br> 257 | 6/19/2019 | NMC1191698 | NV101594105 |
| 279 | NEXT<br> 258 | 6/19/2019 | NMC1191699 | NV101594106 |
Totalof two hundred and seventy-nine (279) unpatented lode and placer claims.
| A-8 |
| --- |
ExhibitA-3
OlinghousePatented Claims
The Olinghouse Properties include the following seven (7) patented mining claims situated in Sections 29 and 32, T. 21 N., R. 23 E., MDM, in Washoe County, Nevada:
| Claim Name | Mineral Survey No. | Patent No. | Assessor’s Parcel No. |
|---|---|---|---|
| Cabin<br> No. 2 Lode | 40856 | 40856 | 079-150-14 |
| Clipper | Unknown | 592380 | 079-150-30 |
| Williams<br> Gravel | Unknown | 592380 | 079-150-31 |
| Gulch<br> Gravel No. 1 | Unknown | 592380 | 079-150-32 |
| Gulch<br> Gravel No. 2 | Unknown | 592380 | 079-150-33<br><br> <br>079-150-34 |
| Sunday<br> Evening Gravel | Unknown | 592380 | 079-150-35<br><br> <br>079-150-36 |
| Golden<br> Fleece | Unknown | 592380 | 079-150-37 |
Totalof seven (7) patented mining claims.
[Endof Exhibit A-3]
| A-9 |
| --- |
ExhibitA-4
OlinghouseUnpatented Claims
The Olinghouse Properties include the following eleven (11) unpatented mining claims situated in Sections 20 and 29, T. 21 N., R. 23 E., MDM, in Washoe County, Nevada:
| BLM | ||||
|---|---|---|---|---|
| # | Claim Name | Location Date | Legacy NMC No. | Serial No. |
| 1 | GREEN<br> HILL #1 | 3/21/1964 | NMC104829 | NV101459967 |
| 2 | CANADA | 7/29/1902 | NMC104830 | NV101404779 |
| 3 | V | 4/30/1897 | NMC104831 | NV101497142 |
| 4 | MIDWAY | 11/8/1900 | NMC104832 | NV101406554 |
| 5 | CABIN | 1/3/1897 | NMC104833 | NV101604223 |
| 6 | GOLD<br> LEDGE | 1/3/1897 | NMC104834 | NV101401560 |
| 7 | SLIP | 6/19/1897 | NMC104835 | NV101610305 |
| 8 | GOLD<br> KING | 1/7/1897 | NMC104836 | NV101407383 |
| 9 | ANNA | 3/3/1981 | NMC187633 | NV101341827 |
| 10 | ODC<br> #1 | 4/21/1998 | NMC791170 | NV101402766 |
| 11 | ODC<br> #2 | 4/21/1998 | NMC791171 | NV101459585 |
Totalof eleven (11) unpatented mining claims.
[Endof Exhibit A-4]
| A-10 |
| --- |
ExhibitA-5
LuckyStrike Unpatented Claim
The Olinghouse Properties include the following unpatented mining claim situated in Sections 20 and 29, T. 21 N., R. 23 E., MDM, in Washoe County, Nevada:
| BLM | ||||
|---|---|---|---|---|
| # | Claim Name | Location Date | Legacy NMC No. | Serial No. |
| 1 | NO<br> 3 MINE | 10/11/2000 | NMC819368 | NV101829776 |
Totalof one (1) unpatented mining claim.
[Endof Exhibit A-5]
| A-11 |
| --- |
ExhibitA-6
BabeMines Unpatented Claims
The Olinghouse Properties include the following two (2) unpatented mining claims situated in Section 29, T. 21 N., R. 23 E., MDM, in Washoe County, Nevada:
| BLM | ||||
|---|---|---|---|---|
| # | Claim Name | Location Date | Legacy NMC No. | Serial No. |
| 1 | RENEGADE<br> EXT | 6/19/1897 | NMC18489 | NV101495282 |
| 2 | BABE | 1/1/1969 | NMC18490 | NV101499858 |
Totalof two (2) unpatented mining claim.
[Endof Exhibit A-6]
| A-12 |
| --- |
ExhibitA-7
TargetUnpatented Claims
The Olinghouse Properties include the following two (2) unpatented mining claims situated in Section 20 and 29, T. 21 N., R. 23 E., MDM, in Washoe County, Nevada:
| BLM | ||||
|---|---|---|---|---|
| # | Claim Name | Location Date | Legacy NMC No. | Serial No. |
| 1 | TM<br> #21 | 9/2/2003 | NMC855028 | NV101655566 |
| 2 | TM<br> #22 | 9/2/2003 | NMC855029 | NV101655567 |
Totalof two (2) unpatented mining claim.
[Endof Exhibit A-7]
[Endof Exhibit A]
| A-13 |
| --- |
ExhibitB
Formof Olinghouse Royalty Deed
[Seeattached.]
| B-0 |
| --- |
ExhibitC
Formof Assignment
[Seeattached.]
| C-0 |
| --- |
ExhibitD
Formof Memorandum
[Seeattached.]
| D-0 |
| --- |
Exhibit 99.01
| 316<br> California Avenue, Suite 543<br><br> <br>Reno,<br> NV 89509<br><br> <br>Tel<br> : 888 909-5548<br><br> <br>Fax<br> : 888 909-1033 |
|---|
Trading Symbol OTCMKTS: NGLD
NEWSRELEASE
NEVADACANYON SIGNS INITIAL ROYALTY AGREEMENT
Reno,Nevada. December 21, 2021, Nevada Canyon Gold Corp. (OTC Markets: NGLD) (The “Company” or “Nevada Canyon”) is pleased to announce it has signed through its wholly owned subsidiary, Nevada Canyon, LLC, an Option to Purchase Agreement (the “Agreement”) with Target Minerals, Inc (“Target”), a private Nevada company, to acquire 100% interest of Target’s 1% production royalty on the Olinghouse Project, located in the Olinghouse Mining District, Washoe County, Nevada.
The Olinghouse Project is located approximately 30 miles east of Reno, Nevada. The property was operated by Alta Gold in the late 1990’s and had a Feasibility Study completed in 1997. The mine went into production in 1999, however, due to historically low gold prices combined with a substantial debt load, Alta Gold went bankrupt shortly thereafter, in late 2000. The historic geologic resource outlined in the 1997 Alta Gold Feasibility Study was based on over 600 drill holes collared at 100 ft centers. The historic geologic resource contained 695,128 ounces of gold at an average grade of 0.0381 oz/ton gold at an 0.01 oz/ton cut-off. The property has had no modern exploration since the Alta Gold bankruptcy in 2000. The historical mineralized resource is open at depth and along strike, with excellent potential to increase the historical mineralized resources.
Nevada Canyon considers this historical estimate to be reliable and relevant, however it is not treating this historic estimate as current compliant mineral resources.
The Olinghouse Project’s current owner is Lake Mountain Mining LLC, (“LMM”), a private Nevada company. LMM is currently reviewing its financing plans for additional exploration, required permitting, economic studies and various capital expenditures towards a production re-start decision in the near future.
Nevada Canyon has the exclusive right and option (the “Purchase Option”), exercisable at any time during the Option Period at its sole discretion to acquire 100% of a production royalty in the amount of one percent (1%) of the net smelter returns on all minerals and products produced from certain properties comprising the Olinghouse Project from Target as follows:
The term of the Purchase Option shall be for one (1) year, or sixty (60) days after the date on which Nevada Canyon delivers to Target a written notice to exercise the Option, subject to extension if Target’s conditions to closing are not fully satisfied or otherwise waived by Nevada Canyon. Full consideration of the Agreement consists of the following: (i) an initial cash option payment of US$200,000 upon execution of a definitive agreement. (paid) (ii) US$2,000,000 which shall be paid by Purchaser to Vendor in either cash, or (iii) 2,000,000 common shares of Nevada Canyon, the determination of which shall be as follows:
| (a) | if<br> the Nevada Canyon 10-Day volume weighted average price (VWAP) Calculation is less than<br> US$1.25 per share, the Purchase Price shall be paid in cash (the “Cash Consideration”);<br> or |
|---|---|
| (b) | if<br> the Nevada Canyon 10-Day VWAP Calculation is more than US$1.25 per share, the Purchase<br> Price shall be paid in the form of Two Million (2,000,000) Nevada Canyon Parent’s Common<br> Shares (the “Share Consideration”). |
| --- | --- |
“This initial royalty represents a significant milestone for the Company,” said Nevada Canyon President and CEO Jeffrey Cocks. “The Olinghouse royalty has been a very sought-after asset within Nevada, I am very proud of the Nevada Canyon team for securing this asset and adding it to our growing royalty inventory.
ONBEHALF OF THE BOARD
“JeffreyA. Cocks”
Jeffrey A. Cocks
President& CEO
FORFURTHER INFORMATION PLEASE CONTACT: Nevada Canyon Gold Corp.
(TEL)- (888) 909-5548, (FAX)-(888) 909-1033
Email: info@nevadacanyongold.com
Website: www. nevadacanyongold.com
Forward-LookingStatements
The information posted in this release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements by use of the words “may,” “will,” “should,” “plans,” “expects,” “anticipates,” “continue,” “estimate,” “project,” “intend,” and similar expressions. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. These risks and uncertainties include, but are not limited to, general economic and business conditions, effects of continued geopolitical unrest and regional conflicts, competition, changes in technology and methods of exploration, delays in completing various engineering and exploration programs, Specifically, forward-looking statements in this news release include statements with respect to the potential mineralization and geological merits of the Company properties and various other factors beyond the Nevada Canyon Gold Corp.’s control. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events except as required by applicable securities legislation. Nevada Canyon Gold Corp. is neither an underwriter as the term is defined in Section 2(a)(11) of the Securities Act of 1933, nor an investment company pursuant to the Investment Company Act of 1940. Nevada Canyon Gold Corp. is not an investment adviser pursuant to the Investment Advisers Act of 1940. Nevada Canyon Gold Corp. is not registered with FINRA or SIPC. Investors are advised to carefully review the reports and documents that Nevada Canyon Gold Corp. files from time to time with the SEC, including its Annual Form 10K for the fiscal year ended December 31, 2020, Quarterly and Current Reports.