Nevada Canyon Gold Corp 10-Q for FY2022 Q1
Nevada Canyon Gold Corp. (NGLD)
About this 10-Q
Nevada Canyon Gold Corp filed this 10-Q on May 16, 2022, covering the quarter ended March 31, 2022 (FY2022 Q1).
Headline figures
Quarter ended March 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net income
- $436.39K
- up 372.5% from net income of $92.35K a year earlier
- Diluted EPS
- $0.09
- up 350.0% from $0.02 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended:
or
For the transition period from ______ to ______
Commission
File No.
(Exact Name of Registrant as Specified in its Charter)
| (State or other Jurisdiction of | (I.R.S. Employer | |
| Incorporation or Organization) | Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
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.
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).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated file,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller
reporting company |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| NA | NA | NA |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐
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 May 16, 2022, the number of shares outstanding of the issuer’s common stock, par value $0.0001 per share, is .
table of contents
| 2 |
Part I – FINANCIAL INFORMATION
Item 1. Financial Statements
Nevada Canyon Gold Corp.
Condensed Consolidated Balance Sheets
(Presented in US Dollars)
(Unaudited)
March 31, 2022 | December 31, 2021 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Total Current Assets | ||||||||
| Equity investment | ||||||||
| Mineral property interests | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued liabilities | ||||||||
| Related party advances | ||||||||
| Notes and advances payable | ||||||||
| Convertible notes payable | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Equity | ||||||||
| Preferred Stock: Authorized preferred shares, $ par, issued and outstanding as of March 31, 2022 and December 31, 2021 | - | - | ||||||
| Common Stock: Authorized common shares, $ par, issued and outstanding as of March 31, 2022 and December 31, 2021 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity (Deficit) | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
| 3 |
Nevada Canyon Gold Corp.
Condensed Consolidated Statements of Operations
(Presented in US Dollars)
(Unaudited)
For the three months ended March 31, | ||||||||
| 2022 | 2021 | |||||||
| Operating expenses | ||||||||
| General and administrative expenses | $ | $ | ||||||
| Professional fees | ||||||||
| Stock-based compensation | ||||||||
| Transfer agent and filing fees | ||||||||
| Total operating expenses | ( | ) | ( | ) | ||||
| Other items | ||||||||
| Accretion expense | ( | ) | ||||||
| Fair value gain on equity investments | ||||||||
| Foreign exchange gain | ||||||||
| Interest income | ||||||||
| Realized gain on equity investments | ||||||||
| Net and comprehensive income | $ | $ | ||||||
| Net income per common share - basic | $ | $ | ||||||
| Net income per common share - diluted | $ | $ | ||||||
| Weighted average number of common shares outstanding : | ||||||||
| Basic | ||||||||
| Diluted | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
| 4 |
Nevada Canyon Gold Corp.
Condensed Consolidated Statement of Stockholders’ Equity
(Presented in US Dollars)
(Unaudited)
| Common Stock | Additional Paid-in | Accumulated |
Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balance, December 31, 2020 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net income for the period ended March 31, 2021 | - | - | - | |||||||||||||||||
| Balance, March 31, 2021 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Balance, December 31, 2021 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Stock-based compensation | - | - | - | |||||||||||||||||
| Net income for the period ended March 31, 2022 | - | - | - | |||||||||||||||||
| Balance, March 31, 2022 | $ | $ | $ | ( | ) | $ | ||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
| 5 |
Nevada Canyon Gold Corp.
Condensed Consolidated Statements of Cash Flow
(Presented in US Dollars)
(Unaudited)
| For
the three months end March 31, | ||||||||
| 2022 | 2021 | |||||||
| OPERATING ACTIVITIES: | ||||||||
| Cash flows used in operating activities | ||||||||
| Net income | $ | $ | ||||||
| Adjustment to reconcile net income to net cash used in operating activities: | ||||||||
| Stock-based compensation | ||||||||
| Fair value gain on equity investments | ( | ) | ( | ) | ||||
| Foreign exchange gain | ( | ) | ( | ) | ||||
| Interest payments made | ( | ) | ||||||
| Accretion of convertible debt | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts payable | ( | ) | ||||||
| Prepaid expenses | ( | ) | ( | ) | ||||
| Net cashed used in operating activities | ( | ) | ( | ) | ||||
| INVESTING ACTIVITIES | ||||||||
| Sale of equity investments | ||||||||
| Acquisition of mineral property interests | ( | ) | ||||||
| Net cash generated by investing activities | ||||||||
| FINANCING ACTIVITIES | ||||||||
Cash received on subscription to shares | ||||||||
| Net cash provided by financing activities | ||||||||
| Effects of foreign currency exchange on cash | ||||||||
| Net increase (decrease) in cash | ( | ) | ||||||
| Cash, at beginning | ||||||||
| Cash, at end | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Cash received (paid) for interest | $ | ( | ) | $ | ||||
| Cash paid for income taxes | $ | $ | ||||||
| Significant non-cash transactions: | ||||||||
| Fair value gain on equity investments | $ | ( | ) | $ | ( | ) | ||
The accompanying notes are an integral part of these condensed consolidated financial statements
| 6 |
NEVADA CANYON GOLD CORP.
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2022
(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. The Company is involved in acquiring and exploring mineral properties and royalty interests in Nevada and Idaho. 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.
Going Concern
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 a 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. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
Continued Uncertainty due to Global Outbreak of COVID-19
In March of 2020, the World Health Organization declared an outbreak of COVID-19 Global pandemic. The COVID-19 has impacted vast array of businesses through the restrictions put in place by most governments internationally, including the USA federal government as well as provincial and municipal governments, regarding travel, business operations and isolation/quarantine orders. At this time, it is unknown to what extent the impact of the COVID-19 outbreak may have on the Company as this will depend on future developments that are highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate geographic spread of the disease, and the duration of the outbreak, including the duration of travel restrictions, business closures or disruptions, and quarantine/isolation measures that are currently, or may be put, in place world-wide to fight the virus. While the extent of the impact is unknown, the COVID-19 outbreak may hinder the Company’s ability to raise financing for exploration or operating costs due to uncertain capital markets, supply chain disruptions, increased government regulations and other unanticipated factors, all of which may also negatively impact the Company’s business and financial condition.
NOTE 2 - BASIS OF PRESENTATION
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, 2021, 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 months ended March 31, 2022, are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.
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Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The Company’s basic income/loss 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 with performance conditions.
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. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. Restricted stock with performance conditions is only included in the diluted EPS calculation to the extent that performance conditions have been met at the measurement date. Dilutive effect of the restricted stock is determined using the treasury stock method.
At March 31, 2022, the Company had shares that were issued but restricted under -year lock-up and vesting agreements with shareholders. These shares vest in equal annual installments over a -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. As at March 31, 2022, the full unvested shares were excluded from denominator of basic EPS; the diluted EPS included restricted shares.
At March 31, 2022, the Company’s diluted
EPS included an additional common shares that would have been issued on conversion of convertible notes payable and interest accrued on the balance due
thereon; the net income earned was adjusted by adding back $
NOTE 4 – RELATED PARTY TRANSACTIONS
Amounts due to related parties at March 31, 2022 and December 31, 2021:
SCHEDULE OF RELATED PARTY TRANSACTIONS
March 31, 2022 | December 31, 2021 | |||||||
| Amounts due to the Chief Executive Officer (“CEO”) (a) | $ | $ | ||||||
| Amounts due to a company controlled by the CEO (a) | ||||||||
| Amounts due to a former director(b) | - | |||||||
| Amounts due to a company controlled by the former director (b) | - | |||||||
| Amounts due from a director for shares | - | ( | ) | |||||
| Amounts due from a director for shares | - | ( | ) | |||||
| Related party payables | $ | $ | ||||||
| (a) | |
| (b) | During the year ended December 31, 2021, Mr. Levine
resigned from the board of directors of the Company, therefore at March 31, 2022, the Company reclassified $ |
During the three-month periods ended March 31, 2022 and 2021, the Company had the following transactions with its related parties.
SCHEDULE OF TRANSACTIONS WITH ITS RELATED PARTIES
March 31, 2022 | March 31, 2021 | |||||||
| Stock-based compensation incurred to CEO | $ | $ | ||||||
| Stock-based compensation incurred to a director | - | |||||||
| Stock-based compensation incurred to a director | - | |||||||
| Related party transactions | $ | $ | ||||||
| 8 |
On
December 30, 2021, the Company issued a total of
shares of common stock to the Company’s directors (the “Director Shares”). The Director Shares were issued at par
value for a total consideration of $
The Company analyzed the issuance of the Director Shares pursuant to the guidance available in ASC 718, Compensation—Stock Compensation. Based on the guidance, the Company determined that the directors are nonemployees of the Company, however, since they were appointed to the board positions that are expected to be filled by another person whom the shareholders will elect when the current term expires, and the Directors are not expected to provide any additional services, the Director Shares must be accounted for in the same manner as an award granted to an employee. Therefore, the Director Shares are to be valued at the fair market value and stock-based compensation must be recorded as the services are provided over a vesting period of years. The Company determined the fair market value of the shares to be $ per share, the grant date to be March 18, 2022, the date the Lock-up Agreements were agreed to by the board of directors and the beneficiaries, and the service period commencing on March 18, 2022.
NOTE 5 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
March 31, 2022 | December 31, 2021 | |||||||
| Trade payables | $ | $ | ||||||
| Accrued liabilities | ||||||||
| $ | $ | |||||||
NOTE 6 – MINERAL PROPERTY INTERESTS
As
of March 31, 2022, the Company’s mineral property 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, the Company acquired an option to acquire
Lazy Claims 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.
During the three-month periods ended March 31, 2022 and 2021, the Company did not incur any expenses associated with the Lazy Claims.
Loman Property
In
December 2019 the Company acquired
During the three-month periods ended March 31, 2022 and 2021, the Company did not incur any expenses associated with the Loman Claims.
| 9 |
Agai-Pah Property
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
Full
consideration of the Agai-Pah Property Agreement consists of the following: (i) an initial cash payment of $
During the three-month periods ended March 31, 2022 and 2021, the Company did not incur any expenses associated with the Agai-Pah Property.
Belshazzar Property
On
June 4, 2021, the Company entered exploration lease with option to purchase agreement (the “Belshazzar Property Agreement”)
with Belshazzar Holdings, L.L.C., (“BH”) a
Full
consideration of the Belshazzar Property Agreement consists of the following: (i) an initial cash payment of $
During the three-month periods ended March 31, 2022 and 2021, the Company did not incur any expenses associated with the Belshazzar Property.
| 10 |
Swales Property
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
Full
consideration of the Swales Property Agreement consists of the following: (i) an initial cash payment of $
During the three-month periods ended March 31, 2022 and 2021, the Company did not incur any expenses associated with the Swales Property.
Olinghouse Project
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
The
Company has the exclusive right and option (the “Olinghouse Purchase Option”), exercisable at any time during
The
term of the Olinghouse Purchase Option shall be the later of one year, or 60 days after the date on which the Company delivers to Target
a written notice to exercise the Olinghouse Purchase Option, subject to further extension if Target’s conditions to closing are
not fully satisfied or otherwise waived by the Company. Full consideration of the Olinghouse Agreement consists of the following: (i)
an initial cash option payment of $
| ● | if the Company’s 10-day volume weighted average price (“VWAP”) Calculation is less than $ per share, the Olinghouse Purchase Price shall be paid in cash; or | |
| ● | if the Company’s 10-day VWAP Calculation is more than $ per share, the Olinghouse Purchase Price shall be paid in the form of Shares of the Company’s common stock. |
During the three-month periods ended March 31, 2022 and 2021, the Company did not incur any additional expenses associated with the Olinghouse Project.
| 11 |
Palmetto Project
On
January 27, 2022,
To
acquire the
During the three-month periods ended March 31, 2022 and 2021, the Company did not incur any additional expenses associated with the Palmetto Project.
NOTE 7 – EQUITY INVESTMENT
As
at March 31, 2022, the Company’s equity investments consist of common shares of Walker River Resources Corp. (“WRR”)
(2021 - shares) and warrants to acquire an additional
The
WRR Warrants expire on
At
March 31, 2022, the fair market value of the equity investment was calculated to be $
During
the three-month period ended March 31, 2022, the Company sold WRR Shares for net proceeds of $
The
revaluation of the equity investment in WRR resulted in $
NOTE 8 – NOTES AND ADVANCES PAYABLE
At
March 31, 2022, the Company’s liability under notes and advances payable consisted of $
NOTE 9 – CONVERTIBLE NOTES PAYABLE
During
the year ended December 31, 2021, the Company received $
| 12 |
The
convertible promissory notes (the “Notes”) are due in twelve months after their issuances (the “Maturity Date”)
and accrue interest at a rate of
The
Company determined the embedded beneficial conversion feature present in the Notes to be $
The tables below provide the details of the Notes as at March 31, 2022, and as at December 31, 2021:
SCHEDULE OF CONVERTIBLE NOTE PAYABLE
As at March 31, 2022
| Principal | Fair Value on Commitment Date | Number of Shares to be issued based on $0.375/Share | Intrinsic Value of Beneficial Conversion Feature | Discount recorded as part of Additional Paid-in Capital | Implied Interest | Present Value of the Notes | ||||||||||||||||||||
| $ | $ | $ | $ | % | $ | |||||||||||||||||||||
| $ | % | |||||||||||||||||||||||||
| $ | % | |||||||||||||||||||||||||
| $ | % | * | ||||||||||||||||||||||||
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| $ | $ | $ | $ | |||||||||||||||||||||||
| * |
As at December 31, 2021
| Principal | Fair Value on Commitment Date | Number of Shares to be issued based on $0.375/Share | Intrinsic Value of Beneficial Conversion Feature | Discount recorded as part of Additional Paid-in Capital | Implied Interest | Present Value of the Notes | ||||||||||||||||||||
| $ | $ | $ | $ | % | $ | |||||||||||||||||||||
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| $ | $ | $ | $ | |||||||||||||||||||||||
| 13 |
During
the three-month period ended March 31, 2022, the Company recorded $
NOTE 10 – STOCKHOLDERS’ EQUITY
The
Company was formed with one class of common stock, $ par value and is authorized to issue common shares and one class
of preferred stock, $ par value and is authorized to issue preferred shares.
Equity transactions during the three-month period ended March 31, 2022:
During the three-month period ended March 31, 2022, the Company did not have any transactions that would have resulted in issuance of the shares of its common stock.
Equity transactions during the year ended December 31, 2021:
On December 30, 2021, the Company’s former director tendered for cancellation shares of common stock and a major shareholder tendered shares of common stock. As a result, a total of shares of common stock were cancelled and returned to the Company’s treasury to a status of authorized but unissued.
On
December 30, 2021, the Company issued a total of shares of common stock to the Company’s directors. These shares were
issued at par value for a total cash consideration of $
| 14 |
Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations
Forward Looking Statements
This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I of this report include forward-looking statements within the meaning of Section 27A of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 (collectively, the “Reform Act”). The Reform Act provides a safe harbor for forward-looking statements to encourage companies to provide prospective information about themselves so long as they identify these statements as forward-looking and provide meaningful cautionary statements identifying important factors that could cause actual results to differ from the projected results. All statements, other than statements of historical fact that we make in this Quarterly Report on Form 10-Q are forward-looking. The words “anticipates,” “believes,” “expects,” “intends,” “will continue,” “estimates,” “plans,” “projects,” the negative of these terms and similar expressions are intended to identify forward-looking statements. However, the absence of these words does not mean the statement is not forward-looking.
Forward-looking statements involve risks, uncertainties or other factors which may cause actual results to differ materially from the future results, performance or achievements expressed or implied by the forward-looking statements. These statements are based on our management’s beliefs and assumptions, which in turn are based on currently available information. Certain risks, uncertainties or other important factors are detailed in this Quarterly Report on Form 10-Q and may be detailed from time to time in other reports we file with the Securities and Exchange Commission, including on Forms 8-K and 10-K.
Examples of forward-looking statements in this Quarterly Report on Form 10-Q include, but are not limited to, our expectations regarding our ability to generate operating cash flows and to fund our working capital and capital expenditure requirements. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding demand for our future products, the timing and cost of capital expenditures, competitive conditions and general economic conditions. These assumptions could prove inaccurate. Although we believe that the estimates and projections reflected in the forward-looking statements are reasonable, our expectations may prove to be incorrect. Important factors that could cause actual results to differ materially from the results and events anticipated or implied by such forward-looking statements include:
| ● | management’s plans, objectives and budgets for its future operations and future economic performance; | |
| ● | capital budget and future capital requirements; | |
| ● | meeting future capital needs; | |
| ● | our dependence on management and the need to recruit additional personnel; | |
| ● | limited trading for our common stock; | |
| ● | the level of future expenditures; | |
| ● | impact of recent accounting pronouncements; | |
| ● | the outcome of regulatory and litigation matters; and | |
| ● | the assumptions described in this report underlying such forward-looking statements. |
Actual results and developments may materially differ from those expressed in, or implied by, such statements due to a number of factors, including:
| ● | those described in the context of such forward-looking statements; | |
| ● | future product development and marketing costs; | |
| ● | the markets of our domestic operations; | |
| ● | the impact of competitive products and pricing; | |
| ● | the political, social and economic climate in which we conduct operations; and | |
| ● | the risk factors described in other documents and reports filed with the Securities and Exchange Commission, including our Registration Statement on Form S-1/A (SEC File No. 333-196075). |
| 15 |
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.
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-month periods ended March 31, 2022 and 2021. You should refer to the Financial Statements and related Notes in conjunction with this discussion.
Continued Uncertainty due to Global Outbreak of COVID-19
In March of 2020, the World Health Organization declared an outbreak of COVID-19 Global pandemic. The COVID-19 has impacted vast array of businesses through the restrictions put in place by most governments internationally, including the USA federal government as well as provincial and municipal governments, regarding travel, business operations and isolation/quarantine orders. At this time, it is unknown to what extent the impact of the COVID-19 outbreak may have on the Company as this will depend on future developments that are highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate geographic spread of the disease, and the duration of the outbreak, including the duration of travel restrictions, business closures or disruptions, and quarantine/isolation measures that are currently, or may be put, in place world-wide to fight the virus. While the extent of the impact is unknown, the COVID-19 outbreak may hinder the Company’s ability to raise financing for exploration or operating costs due to uncertain capital markets, supply chain disruptions, increased government regulations and other unanticipated factors, all of which may also negatively impact the Company’s business and financial condition.
General
We were incorporated under the laws of the state of Nevada on February 27, 2014, as Tech Foundry Ventures. On July 8, 2016, we changed our name to Nevada Canyon Gold Corp., in order to reflect our current business and strategy. 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 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 an option to acquire 100% interest of Target Minerals, Inc’s (“Target”) 1% production royalty on the Olinghouse Project, located in the Washoe County, Nevada, and acquired 2% net smelter returns royalty (“NSR”) on the Palmetto Project, located in Esmeralda County, Nevada.
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Critical Accounting 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-month periods ended March 31, 2022 and 2021, 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, 2021.
Results of Operations
Three-month period ended March 31, 2022, compared to the three-month period ended March 31, 2021:
Three months ended March 31, | Changes between the | |||||||||||
| 2022 | 2021 | periods | ||||||||||
| Operating expenses | ||||||||||||
| General and administrative expenses | 18,994 | 3,219 | 15,775 | |||||||||
| Professional fees | 8,322 | 3,500 | 4,822 | |||||||||
| Stock-based compensation | 44,774 | - | 44,774 | |||||||||
| Transfer agent and filing fees | 7,255 | 2,790 | 4,465 | |||||||||
| Total operating expenses | (79,345 | ) | (9,509 | ) | 69,836 | |||||||
| Other items | ||||||||||||
| Accretion expense | (126,562 | ) | - | 126,562 | ||||||||
| Fair value gain on equity investments | 367,134 | 90,382 | 276,752 | |||||||||
| Foreign exchange gain | 7,244 | 11,028 | (3,784 | ) | ||||||||
| Interest income | 61 | 449 | (388 | ) | ||||||||
| Realized gain on equity investment | 267,855 | - | 267,855 | |||||||||
| Net and comprehensive income | $ | 436,387 | $ | 92,350 | $ | 344,037 | ||||||
Revenues
We had no revenues for the three-month periods ended March 31, 2022 and 2021. Due to the exploration rather than the production nature of our business, we do not expect to have significant operating revenue in the foreseeable future.
Operating Expenses
Our operating expenses for the three-month periods ended March 31, 2022 and 2021 included general and administrative expenses, professional fees, stock-based compensation, and transfer agent and filing fees. During the three-month period ended March 31, 2022, our operating expenses increased by $69,836 or 734%, to $79,345 as compared to $9,509 for the three months ended March 31, 2021. This change was associated with $44,774 in stock-based compensation we recorded on the par-value shares that we sold to our three directors on December 30, 2021. On March 18, 2022, the Company’s directors entered into a 3-year lock-up agreements (the “Lock-up Agreements”), whereby the 6,005,000 shares issued to them vest on an annual basis over a three-year term based on their performance. The stock-based compensation associated with the vested shares is calculated at $0.4938 per share, the fair market value of our common stock on the date of the Lock-up Agreements, being March 18, 2022. Our general and administrative expenses increased by $15,775, from $3,219 we incurred during the three-month period ended March 31, 2021, to $18,994 we incurred during the three-month period ended March 31, 2022. Our professional fees increased by $4,822, from $3,500 we incurred during the three-month period ended March 31, 2021, to $8,322 we incurred during the three-month period ended March 31, 2022; and our transfer agent and filing fees increased by $4,465, from $2,790 we incurred during the three-month period ended March 31, 2021, to $7,255 we incurred during the three-month period ended March 31, 2022.
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Other Items
During the three-month period ended March 31, 2022, we recognized $367,134 gain on fair value of equity investments (2021 – $90,382). The loss resulted from revaluation of WRR Shares and WRR Warrants and was caused mainly by increased market price of WRR’s Shares from CAD$0.04 per share at December 31, 2021, to CAD$0.115 per share at March 31, 2022, and to a smaller degree from fluctuation of exchange rates between the US and Canadian dollars. We earned $61 in interest revenue (2021 - $449). Since the funds generated from the sale of equity investments are held in Canadian dollars, we incurred $7,244 gain associated with foreign exchange fluctuation rates (2021 - $11,028). During the three-month period ended March 31, 2022, we recorded $267,855 (2021 - $Nil) gain on equity investments which was associated with the sale of 4,026,500 WRR Shares for net proceeds of $394,894. During the comparative period ended March 31, 2021, we did not sell any WRR Shares. These gains were in part offset by $126,562 accretion expense associated with the beneficial conversion discount we recognized on our convertible notes payable we issued in October of 2021 (2021 - $Nil).
Net Income
During the three months ended March 31, 2022, we incurred net income of $436,387, as compared to net income of $92,350 we generated during the three-month period ended March 31, 2021. This change mainly resulted from $367,134 gain on revaluation of our equity investments in WRR Shares, as opposed to $90,382 gain we recognized in the comparative period, and $267,855 gain we recognized on the sale of WRR Shares during the same period (2021 - $Nil). These increases were in part offset by $44,774 in stock-based compensation we recorded during the three-month period ended March 31, 2022 (2021 - $Nil).
Liquidity and Capital Resources
| March 31, 2022 | December 31, 2021 | |||||||
| Current assets | $ | 1,413,878 | $ | 1,442,670 | ||||
| Current liabilities | 1,871,681 | 1,791,539 | ||||||
| Working capital deficit | $ | (457,803 | ) | $ | (348,869 | ) | ||
As of March 31, 2022, we had a cash balance of $1,381,725 and working capital deficit of $457,803 with cash flows used in operations totaling $71,677 for the period then ended. During the three months ended March 31, 2022, our operations were funded with cash on hand. The cash that we had on hand at March 31, 2022, was generated by selling our investment in WRR Shares and from the issuance of convertible notes payable due in 12 months, which we issued in October 2021. Our operating activities did not generate sufficient cash flows to satisfy our cash requirements for the three-month period ended March 31, 2022. Due to the exploration rather than the production nature of our business, there is no assurance that we will be able to generate sufficient cash from our operations. If we are unable to generate sufficient cash flow from our operations to repay the amounts owing when due, we may be required to continue selling our equity investments in WRR or raise additional financing by borrowing funds or issuing our equity. There can be no assurance that we will be successful in our efforts to raise additional capital.
Cash Flow
Three Months Ended March 31, | ||||||||
| 2022 | 2021 | |||||||
| Cash flows used in operating activities | $ | (71,677 | ) | $ | (6,510 | ) | ||
| Cash flows generated by investing activities | 24,894 | - | ||||||
| Cash flows provided by financing activities | 400 | - | ||||||
| Effects of foreign currency translation on cash | 7,244 | 11,028 | ||||||
| Net increase/(decrease) in cash during the period | $ | (39,139 | ) | $ | 4,518 | |||
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Net cash used in operating activities
Our net cash used in operating activities increased by $65,167, or 1,001%, to $71,677 for the three months ended March 31, 2022, compared with $6,510 for the comparative period in 2021. During the three months ended March 31, 2022, we used $55,469 to cover our cash operating costs, $5,861 to decrease our accounts payable and accrued liabilities, and $10,347 to increase our prepaid expenses.
Our net cash used in operating activities increased by $2,375, or 57%, to $6,510 for the three months ended March 31, 2021, compared with $4,135 for the comparative period in 2020. During the three months ended March 31, 2021, we used $9,060 to cover our cash operating costs and $183 to increase our prepaid expenses. These uses of cash were offset by a $2,733 increase in our accounts payable and accrued liabilities.
Adjustments to reconcile net income to net cash used in operating activities
During the three months ended March 31, 2022, we recognized $367,134 gain on revaluation of fair value of equity investments associated with WRR Shares and WRR Warrants and recorded $267,855 gain on sale of 4,026,500 WRR Shares for net proceeds of $394,894 (CAD$493,542). In addition, we recognized $7,244 gain on foreign exchange fluctuations associated with cash we held in high-interest savings account at a major Canadian bank, and recorded $126,562 in accretion expense associated with the discount on the convertible notes payable we issued in October 2021. In addition, we recorded $44,774 in stock-based compensation associated with the par-value shares we issued to our directors on December 30, 2021. We also used $20,959 cash to pay interest accrued on a convertible note payable.
During the three months ended March 31, 2021, we recognized $90,382 gain on revaluation of fair value of equity investments associated with WRR Shares and WRR Warrants. In addition, we recognized $11,028 gain on foreign exchange fluctuations associated with cash we held in a high-interest savings account at a major Canadian bank.
Net cash generated by investing activities
During the three-month period ended March 31, 2022, we generated $394,894 on the sale of 4,026,500 WRR Shares. During the same period, we used $370,000 to acquire our mineral property interests.
During the three-month period ended March 31, 2021, we did not engage in any investing activities.
Net cash generated by financing activities
During the three-month period ended March 31, 2022, we received $400 from the sale of 4,000,000 par-value shares to two of our directors, which shares were considered sold on December 30, 2021, however, we received cash payment from the directors subsequent to December 31, 2021.
During the three-month period ended March 31, 2021, we did not generate any funds from our financing activities.
Going Concern
At March 31, 2022, we had a working capital deficit of $457,803 and cash on hand of $1,381,725, which is sufficient enough to support our current plan of operations for the next 12-month period. Our equity investments include 4,170,500 WRR Shares and 1,900,000 WRR Warrants, which we have exercised subsequent to March 31, 2022. We have been using WRR Shares and are planning to continue to use them as a source of additional cash inflow. To support our operations beyond the 12-month period we may require additional funds; therefore, we continue to actively pursue other means of financing our operations through equity and/or debt financing. There can be no assurance that we will be able to procure funds sufficient to support our day-to-day operations and exploration programs. If operating difficulties or other factors (many of which are beyond our control) delay our realization of revenues or cash flows from operations, we may be limited in our ability to pursue our business plan. Moreover, if our resources from obtaining additional capital or cash flows from operations, once we commence them, do not satisfy our operational needs or if unexpected expenses arise due to unanticipated pressures or if we decide to expand our business plan beyond its currently anticipated level or otherwise, we will require additional financing to fund our operations, in addition to anticipated cash generated from our operations. Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited. In a worst-case scenario, we might not be able to fund our operations or to remain in business, which could result in a total loss of our stockholders’ investment. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders would be reduced, and these newly issued securities might have rights, preferences or privileges senior to those of existing stockholders.
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Impact of Inflation
We believe that inflation has had a negligible effect on operations over the past fiscal quarter.
Capital Expenditures
During the three months ended March 31, 2022, we used $20,000 to make an initial cash payment to acquire Swales Property and made a $350,000 one-time cash payment to acquire 2% NSR on Palmetto Project.
The Company expended no amounts on capital expenditures for the three months ended March 31, 2021.
Unproved Mineral Properties
As of the date of this Quarterly report on Form 10-Q, our mineral property 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% NSR on the Palmetto Project, located in Esmeralda County, Nevada, and have an option to acquire 100% interest of Target Minerals, Inc’s (“Target”) 1% production royalty on the Olinghouse Project, located in the Olinghouse Mining District, Washoe County, Nevada.
Lazy Claims Property
We acquired the Lazy Claims Property through an exploration lease agreement with Tarsis Resources US Inc. (“Tarsis”), a Nevada corporation, dated for reference August 2, 2017 (the “Lazy Claims Agreement”). The Lazy Claims Agreement grants us a right to conduct exploratory work for minerals on three Lazy Claims totaling 60 acres located in Mineral County, Nevada about 18 miles southeast of the town of Hawthorne (the “Lazy Claims”).
The term of the Lazy Claims Agreement is ten years and is subject to extension for an additional two consecutive 10-year terms. Full consideration for the Lazy Claims Agreement consists of the following: an initial cash payment of $1,000 to Tarsis, which we paid upon the execution of the Lazy Claims Agreement, with $2,000 payable to Tarsis on each subsequent anniversary of the effective date. We agreed to pay Tarsis a 2% production royalty (the “Lazy Claims Royalty”) based on the gross returns from the production and sale of minerals from the Lazy Claims Property. Should the Lazy Claims Royalty payments to Tarsis be in excess of $2,000 per year, we will not be required to pay a $2,000 annual minimum payment.
Loman Property
In December 2019 we acquired 27 unpatented mining claims for a total of $10,395 from a third-party (the “Loman Property”). Due to certain regulatory restrictions associated with COVID-19 pandemic, the Company was 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 the Company’s name in the fourth quarter of the fiscal 2021.
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Agai-Pah Property
On May 19, 2021, we entered into exploration lease with option to purchase agreement (the “Agai-Pah 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 sections 32 & 33, T4N, R34E, MDM, Mineral County, Nevada about 10 miles northeast of the town of Hawthorne (the “Agai-Pah Property”). Alan Day, the managing member of MSM, is also our director and a related party.
The term of the Agai-Pah Agreement commenced on May 19, 2021, and continues for ten years, subject to our right to extend the Agai-Pah Agreement for two additional terms of ten years each, and subject to the Company’s option to purchase the Agai-Pah Property.
Full consideration of the Agai-Pah 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 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 Agreement remains in effect. We retain 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, we 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, or a combination thereof, at the election of MSM. The annual payments paid by us, shall not be applied or credited against the Purchase Price.
We made the initial cash payment of $20,000 on November 6, 2021, pursuant to a verbal extension granted to the Company by MSM.
Belshazzar Property
On June 4, 2021, we entered into exploration lease with option to purchase agreement (the “Belshazzar Agreement”) with Belshazzar Holdings, L.L.C., (“BH”) 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, within Quartzburg mining district, in Boise County, Idaho (the “Belshazzar Property”). Alan Day, the managing member of BH, is also our director and a related party.
The term of the Belshazzar Agreement commences on June 4, 2021, and continues for ten years, subject to our right to extend the Belshazzar Agreement for two additional terms of ten years each, and subject to our option to purchase the Belshazzar Property.
Full consideration of the Belshazzar 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 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 Agreement remains in effect. We retain the exclusive option and right to acquire 100% ownership of the Belshazzar Property (the “Belshazzar Purchase Option”). To exercise the Belshazzar Purchase Option, we will be required to pay $800,000 (the “Belshazzar Purchase Price”). The Belshazzar Purchase Price can be paid in either cash and/or equity, or a combination thereof, at the election of BH. The annual payments paid by us 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.
We made the initial cash payment of $20,000 on November 6, 2021, pursuant to a verbal extension granted to the Company by BH.
Swales Property
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”).
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The term of the 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.
We made the initial cash payment of $20,000 on January 15, 2022.
Olinghouse Project
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.
The Company has the exclusive right and option (the “Olinghouse Purchase Option”), exercisable at any time during the Olinghouse Option Period, as further defined below, at its sole discretion, to acquire 100% of a 1% production royalty from the net smelter returns on all minerals and products produced from certain properties comprising the Olinghouse Project.
The term of the Olinghouse Purchase Option shall be the later of one year, or 60 days after the date on which the Company delivers to Target a written notice to exercise the Olinghouse Purchase Option, subject to further extension if Target’s conditions to closing are not fully satisfied or otherwise waived by the Company. Full consideration of the Olinghouse Agreement consists of the following: (i) an initial cash option payment of $200,000 payable upon execution of the Agreement, which we paid on December 18, 2021, and (ii) purchase price (the “Olinghouse Purchase Price”) which shall be paid by the Company to Target in either cash or common shares of the Company, the determination of which shall be as follows:
| ● | if the Company’s 10-day volume weighted average price (“VWAP”) Calculation is less than $1.25 per share, the Olinghouse Purchase Price shall be paid in cash; or | |
| ● | if the Company’s 10-day VWAP Calculation is more than $1.25 per share, the Olinghouse Purchase Price shall be paid in the form of 2,000,000 Shares of the Company’s common stock. |
Palmetto Project
On January 27, 2022, our 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, our director, is also a director and CEO 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.
Off-Balance Sheet Arrangements
None.
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Use of Estimates
Areas where significant estimation judgments are made and where actual results could differ materially from these estimates are the carrying value of certain assets and liabilities which are not readily apparent from other sources and the classification of net operating loss and tax credit carry forwards.
We evaluate impairment of our long-lived assets by applying the provisions of ASC No. 360. In applying those provisions, we have not recognized any impairment charge on our long-lived assets during the three-month period ended March 31, 2022.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this item.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
We conducted an evaluation, under the supervision and with the participation of the Chief Executive Officer, who is also our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934 as amended (the “Exchange Act”)). Based on this evaluation, the Chief Executive Officer, who is also our Chief Financial Officer, concluded that our disclosure controls and procedures as of the end of the fiscal quarter covered by this quarterly report on Form 10-Q were not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.
(b) Changes in Internal Controls over Financial Reporting
During the quarter ended March 31, 2022, 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.
Inherent Limitations of Internal Controls
Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that:
| ● | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; | |
| ● | provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with the U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and | |
| ● | provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements. |
Management does not expect that our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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PART II — OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
We incorporate by reference the Risk Factors included as Item 1A of our Annual Report on Form 10-K we filed with the Securities and Exchange Commission on March 31, 2022.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
None.
Item 6. Exhibits
| (a) | The following exhibits are filed with this quarterly report on Form 10-Q or are incorporated herein by reference: |
| (1) | Incorporated by reference herein from the Form 8-K filed by the Company on December 22, 2015. | |
| (2) | Incorporated by reference herein from the Form 8-K filed by the Company on June 8, 2017. | |
| (3) | Incorporated by reference herein from the Form 8-K filed by the Company on July 7, 2017. | |
| (4) | Incorporated by reference herein from the Form 8-K filed by the Company on August 7, 2017. | |
| (5) | Incorporated by reference herein from the Form 8-K filed by the Company on July 12, 2018. | |
| (6) | Incorporated by reference herein from the Form 8-K filed by the Company on May 19, 2021. | |
| (7) | Incorporated by reference herein from the Form 8-K filed by the Company on June 7, 2021. | |
| (8) | Incorporated by reference herein from the Form 8-K filed by the Company on September 13, 2021. | |
| (9) | Incorporated by reference herein from the Form 8-K filed by the Company on December 21, 2021. | |
| (10) | Incorporated by reference herein from the Form 8-K filed by the Company on December 28, 2021. | |
| (11) | Incorporated by reference herein from the Form 8-K filed by the Company on December 30, 2021. | |
| (12) | Incorporated by reference herein from the Form 8-K filed by the Company on February 1, 2022. | |
| (13) | Incorporated by reference herein from the Form 8-K/A filed by the Company on March 25, 2022. | |
| * | Filed herewith. |
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SignatureS
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| NEVADA CANYON GOLD CORP. | |
| May 16, 2022 | /s/ Jeffrey A. Cocks |
| Jeffrey A. Cocks | |
| Chief Executive Officer (Principal Executive Officer), | |
| Chief Financial Officer (Principal Accounting Officer), | |
| President and Member of the Board of Directors |
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Exhibit 31.1
CERTIFICATION PURSUANT 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: May 16, 2022 | /s/ Jeffrey A. Cocks |
| Jeffrey A. Cocks | |
| Chief Executive Officer | |
| (Principal Executive Officer) | |
| Chief Financial Officer | |
| (Principal Accounting Officer) |
Exhibit 32.1
Certification pursuant 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 March 31, 2022, as filed with the Securities and Exchange Commission on or about the date hereof (“Report”), I, Jeffrey A. Cocks, the Chief Executive Officer and 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: May 16, 2022 | /s/ Jeffrey A. Cocks |
| Jeffrey A. Cocks | |
| Chief Executive Officer | |
| (Principal Executive Officer) | |
| Chief Financial Officer | |
| (Principal Accounting Officer) |