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) March 18, 2025
NEVADA
CANYON GOLD CORP.
(Exact Name of Registrant as Specified in its Charter)
| Nevada | 000-55600 | 46-5152859 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
5655 Riggins Court, Suite 15, Reno, NV 89502
(Address of principal executive offices) (zip code)
(888) 909-5548
Registrant’s
telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written<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(b) of the Act: None.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
ITEM
5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Effective March 18, 2025, Nevada Canyon Gold Corp. (“the Company”) appointed Lisa Doddridge to the Board of Directors, and as President of the Company. Ms. Doddridge is not related to any officer or director of the Company, and there are not transactions or relationships between Ms. Doddridge and the Company and its subsidiaries that require disclosure under Item 404(a) of Regulation S-K.
Ms. Doddridge, BComm (Hons) is an accomplished mining industry executive with more than 20 years of experience. During her career, Ms. Doddridge formulated, executed, and led the investor relations and communications strategies for global mining companies including Iamgold, Kinross, Yamana and First Quantum Minerals. She has been involved in numerous high-profile, multibillion dollar merger and acquisition, debt, and equity transactions. Ms. Doddridge holds an Honors Bachelor of Commerce degree from the University of Guelph.
Ms. Doddridge succeeds Alan Day who has served as President and CEO since May 4, 2023. Mr. Day resigned as President on March 18, 2025, but will remain CEO of the Company and has been appointed Chairman of the Board of Directors. Additionally, Jeffrey Cocks, former Chairman, Director and interim Chief Financial Officer has been appointed as the full time Chief Financial Officer of the Company and remains in his office as a Director.
ITEM
5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
On February 18, 2025, the Company’s Board of Directors, as allowed by the Company’s Bylaws, amended Article 4, Section 3.2 of the Company’s Bylaws to increase the number of directors of the Company by one. This amendment allows the Company to increase the number of directors to six.
ITEM
7.01 REGULATION FD DISCLOSURE
On March 19, 2025, the Company issued a news release announcing the appointment of a new director and President, as well as changes to management as described in Item 5.02.
A copy of the news release is attached as Exhibit 99.1 hereto.
Exhibit 99.1 contains forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking statements.
The information set forth under this Item 7.01, including Exhibit 99.1, is being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
| Exhibit<br> No. | Description |
|---|---|
| 99.1 | News Release dated March 19, 2025 |
| 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/ Alan Day |
| Alan<br> Day | |
| Chief<br> Executive Officer | |
| Date:<br> March 19, 2025 |
Exhibit 99.1
| 5655<br> Riggins Court, Suite 15<br><br> <br>Reno,<br> NV 89502<br><br> <br>Tel<br> : 888 909-5548<br><br> <br>Fax<br> : 888 909-1033 |
|---|
Trading Symbol OTCQX: NGLD
NEWSRELEASE
NEVADACANYON APPOINTS NEW PRESIDENT AND MANAGEMENT CHANGES
Reno,Nevada. March 19, 2025 - Nevada Canyon Gold Corp. (OTCQX: NGLD) (The “Company” or “Nevada Canyon”) is pleased to announce the appointment of Ms. Lisa Doddridge, as the Company’s President and a Director of the Company effective immediately. She succeeds Mr. Alan Day who has served as President and CEO since May 4, 2023. Mr. Day will remain CEO and has been appointed Chairman of the Board of Directors. Mr. Jeffrey Cocks former Chairman, Director and interim Chief Financial Officer has been appointed full time Chief Financial Officer and remains a Director.
Ms. Lisa Doddridge, BComm (Hons) is an accomplished mining industry executive with more than 20 years of experience. During her career Ms. Doddridge formulated, executed, and led the investor relations and communications strategies for global mining companies including Iamgold, Kinross, Yamana and First Quantum Minerals. She has been involved in numerous high-profile, multibillion-dollar, mergers and acquisitions (M&A), debt, and equity transactions. Ms. Doddridge holds an Honors Bachelor of Commerce degree from the University of Guelph.
“I am very excited to work with such an experienced board and dedicated team”, said Lisa Doddridge. “I look forward to engaging with all our stakeholders as we execute on our Nevada focused business model which I believe will build significant value for our shareholders.”
“On behalf of the Board of Directors I would like to welcome Lisa to the Company. We are delighted that she has agreed to accept the President & Director role, she is an experienced mining executive who has been very successful in adding value to numerous public companies through superior strategic communication and investor relations efforts,” said Nevada Canyon Chairman and CEO, Alan Day, “Lisa has the right experience, vision, and leadership to help guide Nevada Canyon forward on our strategic plan for the Company’s growth and development.”
AboutNevada Canyon Gold Corp.
Nevada Canyon Gold Corp. is a US-based natural resource company headquartered in Reno, Nevada. The Company has a large, strategic land position and royalties in multiple projects, within some of Nevada’s highest-grade historical mining districts, offering year-round access and good infrastructure in proven and active mining districts. The Company has a three-fold business model; i) mineral royalty creation and acquisition; ii) precious-metals and exploration streaming & financing; and iii) exploration project accelerator.
Forfurther information please contact:
Corporate Communications
Larry Heuchert
Tel: 1-888-909-5548 Ext. 2
Email: ir@nevadacanyongold.com
Web: www.nevadacanyongold.com
Forward-LookingStatements
The information posted in this release may contain forward-looking statements. The statements contained in this press release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. You can identify these statements by use of the words “may,” “will,” “should,” “plans,” “expects,” “anticipates,” “continue,” “estimate,” “project,” “intend,” and similar expressions. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. These risks and uncertainties include, but are not limited to, general economic and business conditions, effects of continued geopolitical unrest and regional conflicts, competition, changes in technology and methods of exploration, delays in completing various engineering and exploration programs, and any potential results from such programs. Specifically, forward-looking statements in this news release include statements with respect to the potential mineralization and geological merits of the Company properties, its royalties owned on properties and various other factors beyond the Nevada Canyon Gold Corp.’s control. The Company’s actual results could differ materially from those discussed in this press release. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events except as required by applicable securities legislation. Investors are advised to carefully review the reports and documents that Nevada Canyon Gold Corp. files from time to time with the SEC, including its Annual Form 10K for the fiscal year ended December 31, 2023, Quarterly Reports and Current Reports.