NGLD 10-Q
Nevada Canyon Gold Corp. (NGLD)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
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
n/a
(Former name, former address and former fiscal year,
if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| OTCQX |
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 | |
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes
☐ No
APPLICABLE ONLY TO 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 13, 2026, the number of shares outstanding of the issuer’s common stock, par value $ per share, is .
table of contents
| 2 |
Nevada Canyon Gold Corp.
Condensed Consolidated Balance Sheets
(Unaudited)
March 31, 2026 | December 31, 2025 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses and other current assets | ||||||||
| Investment in equity security | ||||||||
| Mineral property and royalty interests | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Related party payables | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 4) | ||||||||
| Stockholders’ Equity | ||||||||
| Preferred Stock: Authorized preferred shares, $ par, issued and outstanding as of March 31, 2026 and December 31, 2025 | ||||||||
| Common Stock: Authorized common shares, $ par, and issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
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Nevada Canyon Gold Corp.
Condensed Consolidated Statements of Operations
(Unaudited)
| For the three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Operating expenses | ||||||||
| Consulting fees | $ | $ | ||||||
| Director and officer compensation | ||||||||
| Exploration expenses | ||||||||
| General and administrative | ||||||||
| Investor awareness and marketing | ||||||||
| Professional fees | ||||||||
| Transfer agent and filing fees | ||||||||
| Total operating expenses | ||||||||
| Other income (expense) | ||||||||
| Fair value gain on equity investments | ||||||||
| Foreign exchange loss | ( | ) | ||||||
| Interest income | ||||||||
| Total other income | ||||||||
| Net loss | $ | $ | ||||||
| Net loss per common share - basic and diluted | $ | $ | ||||||
| Weighted average number of common shares outstanding : | ||||||||
| Basic and diluted | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
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Nevada Canyon Gold Corp.
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
| Common Stock | Obligation to Issue | Additional Paid-in | Accumulated | Total Stockholders’ | ||||||||||||||||||||
| Shares | Amount | Shares | Capital | Deficit | Equity | |||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Shares issued for cash | ||||||||||||||||||||||||
| Share issuance costs | - | ( | ) | ( | ) | |||||||||||||||||||
| Shares issued for future share issuance costs | ||||||||||||||||||||||||
| Stock-based compensation - consultants | ||||||||||||||||||||||||
| Stock-based compensation - VP of Operations | ||||||||||||||||||||||||
| Net loss for the period ended March 31, 2025 | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
| Stock-based compensation - consultants | ||||||||||||||||||||||||
| Stock-based compensation - officer and directors | - | |||||||||||||||||||||||
| Net loss for the period ended March 31, 2026 | - | ( | ) | ( | ) | |||||||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
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Nevada Canyon Gold Corp.
Condensed Consolidated Statements of Cash Flow
(Unaudited)
| For the three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| OPERATING ACTIVITIES: | ||||||||
| Cash flows used in operating activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustment to reconcile net loss to net cash used in operating activities: | ||||||||
| Exploration expenses associated with settlement of note and interest receivable | ||||||||
| Fair value gain on equity investments | ( | ) | ( | ) | ||||
| Stock-based compensation - officer and directors | ||||||||
| Stock-based compensation - consultants | ||||||||
| Stock-based compensation - VP of Operations | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses and other current assets | ( | ) | ( | ) | ||||
| Accounts payable and accrued liabilities | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| INVESTING ACTIVITIES: | ||||||||
| Acquisition of mineral property and royalty interests | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| FINANCING ACTIVITIES: | ||||||||
| Proceeds from sale of common stock | ||||||||
| Net cash provided by financing activities | ||||||||
| Net decrease in cash | ( | ) | ( | ) | ||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| NONCASH INVESTING AND FINANCING ACTIVITIES: | ||||||||
| Shares of common stock issued for prepaid share issuance costs | $ | $ | ||||||
| Settlement of note and interest receivable via reduction in exploration expenditures commitment | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements
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NEVADA CANYON GOLD CORP.
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED
MARCH 31, 2026 AND 2025
(UNAUDITED)
NOTE 1 - NATURE OF BUSINESS
Nevada
Canyon Gold Corp. (the “Company”) was incorporated under the laws of the state of
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 the business of acquiring and exploring mineral properties and royalty interests and has not generated or realized any revenues from these business operations. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable.
As of March 31, 2026, the Company’s management has assessed the Company’s ability to continue as a going concern. Management’s assessment is based on various factors, including historical and projected financial performance, liquidity, and other relevant circumstances. As of the date of these condensed consolidated financial statements, the Company has sufficient cash to meet its working capital requirements and fund its exploration programs and general day-to-day operations for at least the next 12 months from the date of filing these condensed consolidated financial statements. This assessment takes into account the Company’s current cash balances as a result of the sale of the Company’s common shares and expected future cash inflows from future financing the management is planning to undertake.
While the Company believes it has the financial resources to continue its operations for the next 12 months, it is important to note that there are inherent uncertainties in projecting future cash flows, and there can be no assurance that these projections will be realized. The Company continues to closely monitor its financial position, market conditions, and other factors that may impact its ability to continue as a going concern. Management’s assessment is based on the information available as of the date of this report. If unforeseen events, adverse market conditions, or other factors negatively affect the Company’s financial position in the future, there may be a need to adjust the going concern assessment. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In the event that the Company’s ability to continue as a going concern becomes doubtful, adjustments to the carrying values of assets and liabilities, as well as additional disclosures, may be necessary.
NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These 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 the 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, 2025, 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 statement, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended March 31, 2026, are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.
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Management estimates that the Company’s 2026 effective tax rate will be 0% due to the Company’s cumulative loss position, historical net operating losses (“NOLs”), and other available evidence related to the Company’s ability to generate taxable income. Accordingly, there is no income tax provision or benefit for the three months ended March 31, 2026.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Nevada Canyon LLC and Canyon Carbon LLC. On consolidation, all intercompany balances and transactions are eliminated.
The Company’s basic earnings per share (“EPS”) is calculated by dividing its net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period.
The Company’s diluted EPS is calculated by dividing its net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the period. Dilutive earnings per share include any additional dilution from common stock equivalents, such as stock options, warrants, and convertible instruments, if the impact is not antidilutive. At March 31, 2026 and 2025, all of the Company’s outstanding warrants and options are excluded from the diluted earnings per share calculation because their impact would be anti-dilutive.
Recent Accounting Pronouncements
In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement. The new disclosure requirements are effective for the Company’s annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating the ASU to determine its impact on our consolidated financial statements and disclosures.
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.
NOTE 3 – RELATED PARTY TRANSACTIONS
Amounts due to related parties at March 31, 2026 and December 31, 2025:
March 31, 2026 | December 31, 2025 | |||||||
| Amounts due to a director and Chief Financial Officer (“CFO”) (a) | $ | $ | ||||||
| Amounts due to a company controlled by a director and CFO (a) | ||||||||
| Amounts due to a director and President (a) | ||||||||
| Total related party payables | $ | $ | ||||||
| (a) |
During
the three months ended March 31, 2026, the Company incurred $
Information regarding stock-based compensation with related parties is provided in Note 6 – Stockholders’ Equity.
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NOTE 4 – MINERAL PROPERTY AND ROYALTY INTERESTS
As
of March 31, 2026 and December 31, 2025, the Company’s mineral property interests are comprised of the Lazy Claims Property, the
Loman Property, and the Agai-Pah Property, located in Nevada, and the Belshazzar Property located in Idaho. In addition, the Company
holds a
| March 31, 2026 | December 31, 2025 | |||||||
| Mineral Property Interests | ||||||||
| Lazy Claims | $ | $ | ||||||
| Loman | ||||||||
| Agai-Pah | ||||||||
| Belshazzar | ||||||||
| Sub-total, Mineral Property Interests | ||||||||
| Royalty Interests | ||||||||
| Olinghouse | ||||||||
| Palmetto | ||||||||
| Lapon Canyon (including Sleeper claims) | ||||||||
| Pikes Peak | ||||||||
| Swales | ||||||||
| Sub-total, Royalty Interests | ||||||||
| Total Mineral Property and Royalty Interests | $ | $ | ||||||
Mineral Property Interests
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 months ended March 31, 2026 and 2025, the Company did not incur any expenses associated with the Lazy Claims.
Loman Property
The
Loman Property consists of unpatented mining claims that the Company acquired from a third party in December 2019 for a total of $
During the three months ended March 31, 2026 and 2025, the Company did not incur any expenses associated with the Loman Claims.
| 9 |
Agai-Pah Property
On May 19, 2021, the Company entered into an exploration lease with an option to purchase agreement (the “Agai-Pah Property Agreement”) with MSM Resource, L.L.C. (“MSM”), a Nevada limited liability Corporation on the Agai-Pah Property, consisting of unpatented mining claims, located in Nevada about 10 miles northeast of the town of Hawthorne (the “Agai-Pah Property”). Alan Day, the CEO and chairman of the board of the Company (“Mr. Day”), is the managing member of MSM.
Full
consideration of the Agai-Pah Property Agreement consists of the following: (i) an initial cash payment of $
During
the three months ended March 31, 2026, the Company did not incur any expenses associated with the Agai-Pah Property (March 31, 2025 -
$
Belshazzar Property
On
June 4, 2021, the Company entered into an exploration lease with an option to purchase agreement (the “Belshazzar Property Agreement”)
with Belshazzar Holdings, L.L.C. (“Belshazzar”),
Full
consideration of the Belshazzar Property Agreement consists of the following: (i) an initial cash payment of $
During the three months ended March 31, 2026 and 2025, the Company did not incur any expenses associated with the Belshazzar Property.
Royalty Interests
Olinghouse Project
| 10 |
Palmetto Project
The
Company holds a
Lapon Canyon Project
On
May 24, 2024,
The
Lapon Canyon Project consists of unpatented lode mining claims identified as the Sleeper and Lapon Rose claim groups situated in Mineral
County, Nevada, within the northern portion of the Walker Lane gold trend. In addition, the Company also acquired an additional
During
the three months ended March 31, 2026 and 2025, the Company did not incur any expenses associated with the
Pikes Peak Project
On
June 12, 2024, the Company acquired a
During the three months ended March 31, 2026 and 2025, the Company did not incur any expenses associated with the Pikes Peak Project.
Lapon Canyon Exploration Stream Earn-in Project
On
January 31, 2025,
The
Earn-in Agreement provides that, subject to certain conditions, WRR will grant the Company an exclusive right to earn and purchase either
(i) an undivided
On
the closing of the Earn-in Agreement, the $
| 11 |
On
February 10, 2026, the Company entered into an agreement with BBA Consultants USA LP (“BBA”) to develop
a mineral resource estimate. The Company anticipates that the
project will take approximately 13 weeks and will cost an estimated $
During
the three months ended March 31, 2026, the Company incurred $
Swales Project
On
December 27, 2021, the Company entered into an exploration lease with an option to purchase agreement (the “Swales Property Agreement”)
with Mr. W. Wright Parks III., (“Mr. Parks”) on
Full
consideration of the Swales Property Agreement consisted of the following: (i) an initial cash payment of $
On
June 9, 2025, the Company entered into a Property Asset Purchase Agreement to sell its right to the Swales Property Agreement for a total
consideration of $
During the three months ended March 31, 2026 and 2025, the Company did not incur any exploration expenses associated with the Swales Property.
NOTE 5 – INVESTMENT IN EQUITY SECURITY
As at March 31, 2026 and December 31, 2025, the Company’s equity investment consisted of common shares of WRR.
At
March 31, 2026 and December 31, 2025, the fair value of the equity investment was $
During
the three months ended March 31, 2026 and 2025, the revaluation of the equity investment in WRR resulted in a $
The Company did not sell any WRR Shares during the three months ended March 31, 2026, or during the year ended December 31, 2025.
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NOTE 6 – 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.
Share-based compensation
Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Officer and directors | $ | $ | ||||||
| Officer – former VP of Operations | ||||||||
| Consultants | ||||||||
| $ | $ | |||||||
Officer – Former VP of Operations:
On February 24, 2023, the Company entered into a consulting agreement with the Company’s former Vice President of Operations (the “VP Agreement”). The Company agreed to issue shares of its common stock for the services. The shares vested rateably over a two-year period, beginning March 1, 2023, and vested shares were distributed quarterly. The fair value of the shares was $ or $ per share based on the trading price of the Company’s common stock on the date the service period began. As at March 31, 2025, the Company had distributed all the shares under the VP Agreement, and no future compensation was recognized for this award.
Consultants:
On February 24, 2023, the Company entered into two separate consulting agreements with consultants (the “Consulting Agreements”) in exchange for a total of shares of its common stock. All shares vested rateably over a three-year period, beginning March 1, 2023, and vested shares were distributed quarterly. The fair value of the shares was $ or $ per share based on the trading price of the Company’s common stock on the date the service period began. As at March 31, 2026, the Company had distributed all the shares under the Consulting Agreement, and no future compensation will be recognized for this award.
Equity Incentive Plan:
On May 5, 2025, the Board of Directors approved the Company’s 2025 Equity Incentive Plan (the “Plan”), which was subsequently approved by stockholders on June 27, 2025, at the Company’s annual meeting of shareholders. The Plan provides for the issuance of up to common shares, with an annual increase of up to 4% of the Company’s outstanding common shares at the discretion of the Board. The Plan allows for the grant of incentive and nonqualified stock options, restricted stock, stock awards, and performance shares.
On September 10, 2025, the Company granted stock options to certain directors and an officer under the Plan. The options entitle the holders to purchase up to common shares of the Company at an exercise price of $ per share. % of the options vested immediately on the date of grant, and 50% vest one year thereafter, provided the grantees continue to provide service to the Company. The options expire on . of the vested options were exercised nor forfeited during the three months ended March 31, 2026, and the year ended December 31, 2025.
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The fair value of the stock options was estimated on the grant date using the Black-Scholes option pricing model with the following assumptions: expected life of , risk-free interest rate of %, expected dividend yield of $, and expected share price volatility of %. The total grant-date fair value of the options amounted to $, which will be recognized as stock-based compensation expense over the vesting period. For the three months ended March 31, 2026, the Company recognized $ in stock-based compensation expense relating to these options, included in director and officer compensation on the Condensed Consolidated Statements of Operations (2025 - $).
Unrecognized compensation cost related to non-vested stock options as of March 31, 2026, was approximately $, and is expected to be recognized over the remaining weighted-average vesting period of . The intrinsic value of total outstanding and total vested shares is $ at March 31, 2026.
Warrants
The changes in the number of warrants outstanding for the three months ended March 31, 2026, and for the year ended December 31, 2025, are as follows:
Three months ended March 31, 2026 | Year ended December 31, 2025 | |||||||||||||||
Number of warrants | Weighted average exercise | Number of warrants | Weighted average exercise | |||||||||||||
| Warrants outstanding, beginning | $ | $ | ||||||||||||||
| Warrants expired | ( | ) | ||||||||||||||
| Warrants outstanding, ending | $ | $ | ||||||||||||||
Number of warrants exercisable | Expiry date | Exercise price | ||||||
| $ | ||||||||
| $ | ||||||||
At March 31, 2026, the weighted average life of the warrants was years.
NOTE 7 – PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets at March 31, 2026, and December 31, 2025:
| March 31, 2026 | December 31, 2025 | |||||||
| Prepaid advertising and investor relations services | $ | $ | ||||||
| Prepaid regulatory fees | ||||||||
| Prepaid insurance costs | ||||||||
| Prepaid exploration expenses on Earn-in Agreement | ||||||||
| Total | $ | $ | ||||||
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Item 2. Management’s Discussion and Analysis of Financial Condition 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 some statements that are not purely historical and that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as such, may involve risks and uncertainties. These forward-looking statements relate to, among other things, expectations of the business environment in which we operate, perceived opportunities in the market and statements regarding our mission and vision. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. You can generally identify forward-looking statements as statements containing the words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, but the absence of these words does not mean that a statement is not forward-looking.
Forward-looking statements involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The forward-looking statements contained herein are based on various assumptions, many of which are based, in turn, upon further assumptions. Our expectations, beliefs and forward-looking statements are expressed in good faith on the basis of management’s views and assumptions as of the time the statements are made, but there can be no assurance that management’s expectations, beliefs or projections will result or be achieved or accomplished.
Examples of forward-looking statements in this Quarterly Report on Form 10-Q include, but are not limited to, our expectations regarding our ability to generate operating cash flows and to fund our working capital and capital expenditure requirements. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding demand for our future products, the timing and cost of capital expenditures, competitive conditions and general economic conditions. These assumptions could prove inaccurate. Although we believe that the estimates and projections reflected in the forward-looking statements are reasonable, our expectations may prove to be incorrect. Important factors that could cause actual results to differ materially from the results and events anticipated or implied by such forward-looking statements include:
| ● | management’s plans, objectives and budgets for its future operations and future economic performance; | |
| ● | capital budget and future capital requirements; | |
| ● | meeting future capital needs; | |
| ● | our dependence on management and the need to recruit additional personnel; | |
| ● | limited trading for our common stock; | |
| ● | the level of future expenditures; | |
| ● | impact of recent accounting pronouncements; | |
| ● | the outcome of regulatory and litigation matters; and | |
| ● | the assumptions described in this report underlying such forward-looking statements. |
Actual results and developments may materially differ from those expressed in, or implied by, such statements due to a number of factors, including:
| ● | those described in the context of such forward-looking statements; | |
| ● | future product development and marketing costs; | |
| ● | the markets of our domestic operations; | |
| ● | the impact of competitive products and pricing; | |
| ● | the political, social and economic climate in which we conduct operations; and | |
| ● | the risk factors described in other documents and reports filed with the Securities and Exchange Commission, including our Registration Statement on Form S-1/A (SEC File No. 333-196075). |
We operate in an extremely competitive environment. New risks emerge from time to time. It is not possible for us to predict all of those risks, nor can we assess the impact of all of those risks on our business or the extent to which any factor may cause actual results to differ materially from those contained in any forward-looking statement. We believe these forward-looking statements are reasonable. However, you should not place undue reliance on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date they are made, and unless required by law, we expressly disclaim any obligation or undertaking to update publicly any of them in light of new information or future events.
| 15 |
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 our 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 months ended March 31, 2026 and 2025. You should refer to the Condensed Consolidated Financial Statements and related Notes in conjunction with this discussion.
General
Nevada Canyon Gold Corp. (the “Company”) was originally incorporated on February 27, 2014, in the state of Nevada as Tech Foundry Ventures. On July 6, 2016, the Company changed its name to Nevada Canyon Gold Corp., in order to reflect its current business and strategy.
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. The majority of the Company’s projects and royalties (collectively, the “Projects”) are located in Nevada, which is ranked among the best places in the world to explore and mine. The Projects all have excellent year-round access, with good infrastructure in proven and active mining districts.
We have never been party to any bankruptcy, receivership or similar proceeding, nor have we undergone any material reclassification, merger, consolidation, purchase or sale of a significant amount of assets not in the ordinary course of business.
Our principal business, executive, and registered statutory office is located at 5655 Riggins Court, Suite 15, Reno, NV 89502. Our website address is www.nevadacanyongold.com. Our telephone number is (888) 909-5548, fax is (888) 909-1033, and email contact is [email protected].
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 in Nevada, and the Belshazzar Property in Idaho. We hold a 1% net smelter returns royalty (“NSR”) on the Olinghouse Project, a 2% NSR on the Palmetto Project, a 2% NSR on the Lapon Canyon Project, a 1% NSR on 36 Sleeper claims, a 2% NSR on the Pikes Peak Project, and a 2% NSR on the Swales Property, all located in Nevada. Additionally, we are party to an agreement with Walker River Resources LLC under which we are earning a 50% interest in the Lapon Canyon Project through a three-year, $5 million exploration spend agreement.
The Company is presently focused on the exploration of the Lapon Canyon Project under an exploration stream earn-in agreement with Walker River Resources, which is further described in the Mineral Property Interests; Lapon Canyon Exploration Stream Earn-in Project section of this Quarterly Report on Form 10-Q. Remaining mineral property interests are considered secondary, and exploration efforts on these may be rescheduled to accommodate exploration programs scheduled for the Lapon Canyon Project.
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Critical Accounting Policies and Estimates
Our condensed consolidated financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States of America (“US GAAP”) and are presented in US dollars. US 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, risks and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to US 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 condensed 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 months ended March 31, 2026 and 2025, 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, 2025.
Recent Corporate Developments
On January 31, 2025, we entered into an Exploration Stream Earn-in Agreement (the “Earn-in Agreement”) with Walker River Resources, LLC, to explore and develop the Lapon Canyon Project. The Earn-in Agreement grants the Company the exclusive right to earn and purchase up to a 50% interest in the Lapon Canyon Project by funding cumulative exploration expenses of $5,000,000 over a three-year period.
The Earn-in Agreement provides that, subject to certain conditions, Walker River will grant the Company an exclusive right to earn and purchase either (i) an undivided 50% interest (the “Earned Interest”) in the Lapon Canyon Project, or (ii) alternatively, a production royalty in the Lapon Canyon Project. The Company has the right to accelerate the completion of the Minimum Work Requirements and exercise its Earn-In Right at our discretion.
Upon acquisition of the 50% Earned Interest, the parties will form a Nevada limited liability company (the “Joint Venture LLC”) and contribute the Lapon Canyon Project to the Joint Venture LLC for the joint development and operation. Each party will fund its pro-rata share of future expenditures on the Lapon Canyon Project or face dilution of its interest in the Joint Venture LLC. If a party’s interest in the Joint Venture LLC is diluted below 10%, its interest will be converted to a 2% NSR royalty on the Lapon Canyon Project, subject to a buy-down option to 1% exercisable at any time for the payment of $2,500,000.
On the closing of the Earn-in Agreement, the $200,000 principal we advanced under a promissory note dated December 19, 2024, including accrued interest of $2,835, was deemed satisfied in full and credited toward Nevada Canyon’s exploration expenses obligations for the first Annual Period. As of March 31, 2026, we incurred a total of $1,702,969 in exploration expenditures on the Lapon Canyon Project.
Results of Operations
Three months ended March 31, 2026, compared to the three months ended March 31, 2025:
Three months ended March 31, | Changes between the | |||||||||||
| 2026 | 2025 | periods | ||||||||||
| Operating expenses | ||||||||||||
| Consulting fees | $ | 100,277 | $ | 124,167 | $ | (23,890 | ) | |||||
| Director and officer compensation | 128,117 | 116,667 | 11,450 | |||||||||
| Exploration expenses | 84,131 | 270,684 | (186,553 | ) | ||||||||
| General and administrative | 23,525 | 18,073 | 5,452 | |||||||||
| Investor awareness and marketing | 29,710 | 387,350 | (357,640 | ) | ||||||||
| Professional fees | 8,591 | 20,692 | (12,101 | ) | ||||||||
| Transfer agent and filing fees | 10,647 | 11,602 | (955 | ) | ||||||||
| Total operating expenses | 384,998 | 949,235 | (564,237 | ) | ||||||||
| Other income (expense) | ||||||||||||
| Fair value gain on equity investments | 22,366 | 1,834 | 20,532 | |||||||||
| Foreign exchange loss | (522 | ) | - | (522 | ) | |||||||
| Interest income | 39,287 | 65,131 | (25,844 | ) | ||||||||
| Total other income | 61,131 | 66,965 | (5,834 | ) | ||||||||
| Net loss | $ | 323,867 | $ | 882,270 | $ | (558,403 | ) | |||||
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Revenues
We had no revenues for the three months ended March 31, 2026 and 2025. 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
During the three months ended March 31, 2026, our operating expenses decreased by $564,237 or 59%, to $384,998 as compared to $949,235 for the three months ended March 31, 2025. Our largest expense item was associated with director and officer compensation of $128,117, representing an increase of $11,450 from the $116,667 we incurred during the three months ended March 31, 2025. The director and officer compensation was associated with stock-based compensation to acquire up to 1,800,000 common shares at $0.83, expiring on September 10, 2028, which were granted to our new directors and the president during the 2025 period under our Stock Option Plan. During the comparative period ended March 31, 2025, the director and officer compensation was associated with the vesting of shares we granted to our VP of Operations on February 24, 2023. Our second largest expense for the three months ended March 31, 2026, was associated with consulting fees, which decreased by $23,890 to $100,277 from $124,167 we incurred during the comparative period. Our exploration expenses totaled $84,131, a decrease of $186,553 compared to $270,684 incurred during the comparative period; this amount was incurred under the Earn-in Agreement with Walker River.
In addition to the above expenses, we incurred $29,710 in investor awareness and marketing expenses, representing the largest decrease during the three months ended March 31, 2026, of $357,640, from $387,350 during the three months ended March 31, 2025. Our transfer agent and filing fees decreased by $955 to $10,647, and professional fees decreased by $12,101 to $8,591 for the three months ended March 31, 2026. These decreases were partially offset by general and administrative expenses of $23,525, representing an increase of $5,452.
Other Income (Expense)
During the three months ended March 31, 2026, we recognized a $22,366 gain on fair value of investments in equity securities (March 31, 2025 – $1,834), which was mainly caused by the increase of market price of WRR Shares from CAD$0.24 per share at December 31, 2025, to CAD$0.305 per share at March 31, 2026, and to a smaller extent due to fluctuation of exchange rates between the US and Canadian dollars. In addition, we earned $39,287 in interest income, which decreased in comparison to the $65,131 we earned during the three months ended March 31, 2025, as a result of reduced cash balances we held in our bank accounts. During the same period, we recognized a $522 loss due to fluctuations in foreign exchange rates (March 31, 2025 – $Nil).
Net Loss
During the three months ended March 31, 2026, we reported a net loss of $323,867, compared to a net loss of $882,270 during the same period in 2025. This decrease was primarily due to lower exploration activities, investor awareness, and marketing expenses, along with higher gains on fair value adjustments on our investments. These changes were partly offset by increased director and officer compensation, higher general and administrative expenses, and lower interest income.
Liquidity and Capital Resources
| Working capital | March 31, 2026 | December 31, 2025 | ||||||
| Current assets | $ | 5,266,955 | $ | 5,502,864 | ||||
| Current liabilities | 1,306,559 | 1,402,130 | ||||||
| Working capital | $ | 3,960,396 | $ | 4,100,734 | ||||
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As of March 31, 2026, we had a cash balance of $5,162,642 and working capital of $3,960,396 with cash flows used in operations totaling $292,652 for the three months then ended. During the three months ended March 31, 2026, our operations were funded with cash on hand. The cash that we had on hand at March 31, 2026, was mainly generated from the sale of our common shares through the offering statement on Form 1-A (the “Offering”), which we closed during the year ended December 31, 2023, and to a smaller extent from the exercise of warrants we issued as part of the Offering.
Due to the exploration rather than the production nature of our business, our operating activities do not generate cash flows and cannot satisfy our cash requirements. However, we believe that the cash we currently have on hand will allow us to support our operations, including our planned exploration programs and the general day-to-day business activities, for the next 12-month period. We will continue to look for opportunities to generate additional cash through future equity or debt financings.
Cash Flow
Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows used in operating activities | $ | (292,652 | ) | $ | (577,173 | ) | ||
| Cash flows used in investing activities | - | (20,000 | ) | |||||
| Cash flows provided by financing activities | - | 288,149 | ||||||
| Net decrease in cash during the period | $ | (292,652 | ) | $ | (309,024 | ) | ||
Net cash used in operating activities
During the three months ended March 31, 2026, net cash used in operating activities decreased by $284,521 or 49%, to $292,652 for the three months ended March 31, 2026, compared with $577,173 for the comparative period in 2025. During the three months ended March 31, 2026, we used $140,338 to cover our cash operating costs, which were determined by reducing our net loss of $323,867 by non-cash items included in the net loss of $183,529, to increase our prepaid expenses by $56,743, and to decrease our accounts payable by $95,571.
During the three months ended March 31, 2025, we used $577,173 in our operating activities. This cash was used to cover our cash operating costs of $447,935, which were determined by reducing our net loss of $882,270 by non-cash items included in the net loss of $434,335, and to increase our prepaid expenses by $142,249. These uses of cash were in part offset by a $13,011 increase in accounts payable and accrued liabilities.
Adjustments to reconcile net loss to net cash used in operating activities
During the three months ended March 31, 2026, we recognized $22,366 gain on revaluation of fair value of our investment in WRR Shares. In addition, we recognized $77,778 on vesting of shares we awarded to our consultants, in accordance with the agreements we executed in February of 2023, and $128,117 related to the fair value of options granted to our president and directors that vested during the period.
During the three months ended March 31, 2025, we recognized $1,834 gain on revaluation of fair value of our investment in WRR Shares. In addition, we recognized $116,667 on vesting of shares awarded to our former VP of Operations and $116,667 on vesting of shares we awarded to our consultants, in accordance with the agreements we executed in February of 2023. An additional $202,835 were associated with conversion of the balance receivable under the note and interest receivable from WRR into eligible exploration expenditures under the Earn-in Agreement with WRR.
Net cash used in investing activities
During the three months ended March 31, 2025, we made a $20,000 option payment on the Swales Property, which was initially accrued as of December 31, 2024. We did not have any cash outlays associated with investing activities during the three months ended March 31, 2026.
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Net cash provided by financing activities
During the three months ended March 31, 2025, we issued 180,000 shares for total proceeds of $288,149 under the registration statement we filed with the SEC, which became effective on November 8, 2024. During the three months ended March 31, 2026, we did not have any financing transactions that affected our cash balances.
Going Concern
At March 31, 2026, we had a working capital surplus of $3,960,396 and cash on hand of $5,162,642, which is sufficient to support our current plan of operations, including exploration programs, for the next 12-month period. Our investment in equity security is represented by 511,750 WRR Shares valued at $111,977.
To support our operations beyond the 12-month period, we are planning to continue actively pursuing other means of financing our operations, including equity and/or debt financing. In October of 2024, we filed a registration statement on Form S-1 with the SEC, which was made effective November 8, 2024. We decided not to maintain this registration statement.
Given the current market and industry conditions, we cannot be sure that we will be able to procure additional funding. If operating difficulties or other factors (many of which are beyond our control) delay our realization of revenues or cash flows from operations, we may be limited in our ability to pursue our business plan. Moreover, if our resources from obtaining additional capital or cash flows from operations, once we commence them, do not satisfy our operational needs or if unexpected expenses arise due to unanticipated pressures or if we decide to expand our business plan beyond its currently anticipated level or otherwise, we will require additional financing to fund our operations, in addition to anticipated cash generated from our operations. Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited. In a worst-case scenario, we might not be able to fund our operations or to remain in business, which could result in a total loss of our stockholders’ investment. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders would be reduced, and these newly issued securities might have rights, preferences, or privileges senior to those of existing stockholders.
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, 2026, we did not have any capital expenditures.
Mineral Properties and Royalty Interests
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 in Nevada, and the Belshazzar Property in Idaho. We hold a 1% net smelter returns royalty (“NSR”) on the Olinghouse Project, a 2% NSR on the Palmetto Project, a 2% NSR on the Lapon Canyon Project, a 1% NSR on 36 Sleeper claims, a 2% NSR on the Pikes Peak Project, and a 2% NSR on the Swales Property, all located in Nevada. Additionally, we are party to an agreement with Walker River Resources LLC under which we are earning a 50% interest in the Lapon Canyon Project through a three-year, $5 million exploration spend agreement.
During the quarter ended March 31, 2026, we continued our focus on the Lapon Canyon Project under the Exploration Stream Earn-in Agreement with Walker River Resources. Remaining mineral property interests are considered secondary, and exploration efforts on these may be rescheduled to accommodate exploration programs scheduled for Lapon Canyon Project.
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The table below provides a summary of the Company’s mineral property and royalty interests as at March 31, 2026:
| Property | Type | Location | Size in acres | Book Value | ||||||||
| Mineral Property Interests | ||||||||||||
| Lazy Claims Property | Exploration lease | Section 20, T.7N, R.32E MDM in Mineral County, Nevada | 60 | $ | - | |||||||
| Loman Property | 100% owned | Sections 20-23 & 26-29 T.7N, R.32E MDM in Mineral County, Nevada | 600 | 10,395 | ||||||||
| Agai-Pah Property | Exploration lease | Sections 2-3 & 10-11, T.10N, R.30E MDM in Mineral County, Nevada | 400 | 100,000 | ||||||||
| Belshazzar Property | Exploration lease | Sections 17&18, T.7N, R.4E MDM in Boise, Idaho | 200 | 100,000 | ||||||||
| Sub-total Mineral Property Interests | 1,260 | 210,395 | ||||||||||
| Royalty Interests | ||||||||||||
| Palmetto Project | 2% NSR royalty | Sections 7-9 & 17-21, T1S, R34E., MDM in Esmeralda County | 2,217 | 350,000 | ||||||||
| Olinghouse Project | 1% NSR royalty | Sections 2, 3, 9-11, 14-23 & 27-32 T.21N., R.22 & 23E., MDM, in Washoe County | 6,000 | 1,740,000 | ||||||||
| Lapon Canyon (including Sleeper claims) | 2% NSR royalty (1%NSR royalty) | Sections 20&21, T8N, R28E., MDM, in Mineral County, Nevada | 1,920 | 325,000 | ||||||||
| Pikes Peak | 2% NSR royalty | Sections 4, T8N, R28E., MDM, in Mineral County, Nevada | 720 | 150,000 | ||||||||
| Swales Property | 2% NSR royalty | Section 16, T.35N, R.53E., MDM in Elko County, Nevada. | 2,780 | - | ||||||||
| Sub-total Royalty Interests | 13,637 | 2,565,000 | ||||||||||
| Total Size and Book Value of All Mineral Property and Royalty Interests | 14,897 | $ | 2,775,395 | |||||||||
Lazy Claims Property (Exploration Phase)
On August 2, 2017, we entered into an exploration lease agreement (the “Lazy Claims Agreement”) with Tarsis Resources US Inc. (“Tarsis”), a Nevada corporation, to lease the Lazy Claims, consisting of three claims. The term of the Lazy Claims Agreement is ten years and is subject to extension for an additional two consecutive 10-year terms. Full consideration of the Lazy Claims Agreement consists of the following: an initial cash payment of $1,000 to Tarsis, paid upon the execution of the Lazy Claims Agreement, with $2,000 payable to Tarsis on each subsequent anniversary of the effective date. The Company agreed to pay Tarsis a 2% production royalty (the “Lazy Claims Royalty”) based on the gross returns from the production and sale of minerals from the Lazy Claims. Should the Lazy Claims Royalty payments to Tarsis be in excess of $2,000 per year, the Company will not be required to pay a $2,000 annual minimum payment.
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As of March 31, 2026, the total cost of the Lazy Claims Property was $Nil, and it had no plant nor equipment associated with it. During the three months ended March 31, 2026 and 2025, the Company did not incur any expenses associated with the Lazy Claims.
Loman Property (Exploration Phase)
In December 2019, the Company acquired 27 mining claims for a total of $10,395. The claims were acquired by the Company from a third party.
As of March 31, 2026, the total cost of the Loman Property was $10,395, and it had no plant nor equipment associated with it. During the three months ended March 31, 2026 and 2025, the Company did not incur any expenses associated with the Loman Claims.
Agai-Pah Property (Exploration Phase)
On May 19, 2021, the Company entered into an exploration lease with an option to purchase agreement (the “Agai-Pah Property Agreement”) with MSM Resource, L.L.C. (“MSM”), a Nevada limited liability Corporation on the Agai-Pah Property, consisting of 20 unpatented mining claims totaling 400 acres, located in Nevada about 10 miles northeast of the town of Hawthorne (the “Agai-Pah Property”). Alan Day, the CEO and chairman of the board of the Company (“Mr. Day”), is the managing member of MSM.
The term of the Agreement commenced on May 19, 2021, and continues for ten years, subject to the Company’s right to extend the Agai-Pah Property Agreement for two additional terms of ten years each, and subject to the Company’s option to purchase the Property.
Full consideration of the Agai-Pah Property Agreement consists of the following: (i) an initial cash payment of $20,000 to be paid within 90 days from the execution of the Agai-Pah Property Agreement on May 19, 2021 (the “Effective Date”), and (ii) annual payments of $20,000 to be paid on the anniversary of the Effective Date while the Agai-Pah Property Agreement remains in effect. The Company has the exclusive option and right to acquire 100% ownership of the Agai-Pah Property (the “Agai-Pah Purchase Option”). To exercise the Agai-Pah Purchase Option, the Company will be required to pay $750,000 (the “Agai-Pah Purchase Price”). The Agai-Pah Purchase Price can be paid in either cash and/or equity of the Company, or a combination thereof, at the election of MSM. The annual payments paid by the Company to MSM, shall not be applied or credited against the Purchase Price.
As of March 31, 2026, the total cost of the Agai-Pah Property was $100,000, and it had no plant nor equipment associated with it. During the three months ended March 31, 2026, the Company spent $Nil in exploration expenses associated with the Agai-Pah Property (2025 - $2,444).
Belshazzar Property (Exploration Phase)
On June 4, 2021, the Company entered into an exploration lease with an option to purchase agreement (the “Belshazzar Property Agreement”) with Belshazzar Holdings, L.L.C. (“Belshazzar”), a Nevada Limited Liability Corporation on the Belshazzar Property, consisting of ten unpatented lode mining claims and seven unpatented placer mineral claims totaling 200 acres, located in Idaho (the “Belshazzar Property”). Mr. Day is the managing member of Belshazzar.
The term of the Belshazzar Property Agreement commenced on June 4, 2021, and continues for ten years, subject to the Company’s right to extend the Belshazzar Property Agreement for two additional terms of ten years each, and subject to the Company’s option to purchase the Belshazzar Property.
Full consideration of the Belshazzar Property Agreement consists of the following: (i) an initial cash payment of $20,000 to be paid within 90 days from the execution of the Belshazzar Property Agreement on June 4, 2021 (the “effective date”), and (ii) annual payments of $20,000 to be paid on the anniversary of the Effective Date while the Belshazzar Property Agreement remains in effect. The Company has the exclusive option and right to acquire 100% ownership of the Belshazzar Property (the “Belshazzar Purchase Option”). To exercise the Belshazzar Purchase Option, the Company will be required to pay $800,000 (the “Belshazzar Purchase Price”). The Belshazzar Purchase Price can be paid in either cash and/or equity of the Company, or a combination thereof, at the election of Belshazzar. The annual payments paid by the Company to Belshazzar, shall not be applied or credited against the Belshazzar Purchase Price. The Belshazzar Property is subject to a 1% Gross Returns Royalty payable to the property owner, from the commencement of commercial production subject to certain terms.
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As of March 31, 2026, the total cost of the Belshazzar Property was $100,000, and it had no plant nor equipment associated with it. During the three months ended March 31, 2026 and 2025, the Company did not incur any expenses associated with the Belshazzar Property.
Royalty Interests
Olinghouse Project (Development and Exploration Phase)
On December 17, 2021, our wholly owned subsidiary, Nevada Canyon, LLC, entered into an Option to Purchase Agreement (the “Olinghouse Agreement”) with Target Minerals, Inc (“Target”), to acquire 100% interest of Target’s 1% NSR on the Olinghouse Project. Under the terms of the Olinghouse Agreement, we were required to make an initial cash option payment of $200,000 on execution of the Agreement, which we paid on December 18, 2021. On December 23, 2022, Target agreed to extend the Olinghouse Purchase Option for an additional one-year term, expiring on December 17, 2023, for a one-time cash payment of $40,000.
On August 14, 2024, we made the final $1,500,000 option payment, based on the amended Olinghouse Agreement, on the transfer of the Royalty Deed in our name. Following the transfer of the 1% NSR, we have no further obligations under the Olinghouse Agreement.
As of March 31, 2026, the total cost of the Olinghouse Royalty was $1,740,000. We had no plant nor equipment associated with Olinghouse Royalty. During the three months ended March 31, 2026 and 2025, the Company did not incur any expenses associated with the Olinghouse Project.
Palmetto Project (Exploration Phase)
On January 27, 2022, the Company’s wholly owned subsidiary, Nevada Canyon, LLC, entered into a Royalty Purchase Agreement (the “Royalty Agreement”) with Smooth Rock Ventures, LLC, a wholly-owned subsidiary of Smooth Rock Ventures Corp. (“Smooth Rock”), to acquire a 2% NSR on the Palmetto Project (the “Palmetto Project”), located in Esmeralda County, Nevada. for a one-time cash payment of $350,000.
As of March 31, 2026, the total cost of the Palmetto Royalty was $350,000. The Company did not have any plant nor equipment associated with Palmetto Royalty. During the three months ended March 31, 2026 and 2025, the Company did not incur any expenses associated with the Palmetto Project.
Lapon Canyon Project – Royalty (Exploration Phase)
On May 24, 2024, Nevada Canyon, LLC entered into a Royalty Purchase Agreement with Walker River Resources, LLC (“Walker River”), a wholly owned subsidiary of WRR, to acquire a 2% NSR on the Lapon Canyon Project (the “Lapon Canyon Project”), for a one-time cash payment of $300,000.
The Lapon Canyon Project consists of 96 unpatented lode mining claims identified as the Sleeper and Lapon Rose claim groups situated in Mineral County, Nevada, within the northern portion of the Walker Lane gold trend. In order to finalize the Royalty Purchase Agreement, we were required to acquire an additional 1% NSR from two individuals who held NSR on the 36 Sleeper claims that are included in the Lapon Canyon Project. We paid $25,000 for a 1% NSR on 36 Sleeper claims.
As of March 31, 2026, the total cost of the Lapon Canyon Project, as it relates to the royalty interest, was $325,000. During the three months ended March 31, 2026 and 2025, the Company did not incur any expenses associated with the royalty interest on the Lapon Canyon Project.
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Pikes Peak Project (Exploration Phase)
On June 12, 2024, the Company made a one-time cash payment of $150,000 to acquire from WRR a 2% NSR on the Pikes Peak Project (the “Pikes Peak Project”). WRR owns a 100% undivided interest in the project, which consists of 36 unpatented lode mining claims situated in Mineral County, Nevada, within the northern portion of the Walker Lane gold trend.
As of March 31, 2026, the total cost of the Pikes Peak Project was $150,000. The Company did not have any plant nor equipment associated with the Pikes Peak Project. During the three months ended March 31, 2026 and 2025, the Company did not incur any expenses associated with the Pikes Peak Project.
Lapon Canyon Exploration Stream Earn-in Project (Exploration Phase)
On January 31, 2025, our subsidiary, Nevada Canyon, LLC, entered into an Exploration Stream Earn-in Agreement (the “Earn-in Agreement”) with Walker River Resources Corp. (“WRR”), to explore and develop the Lapon Canyon Project. The Earn-in Agreement grants the Company the exclusive right to earn and purchase up to a 50% interest in the Lapon Canyon Project by funding cumulative exploration expenses of $5,000,000 over a three-year period.
The Earn-in Agreement provides that, subject to certain conditions, WRR will grant the Company an exclusive right to earn and purchase either (i) an undivided 50% interest (the “Earned Interest”) in the Lapon Canyon Project, or (ii) alternatively, a production royalty in the Lapon Canyon Project. The Company has the right to accelerate the completion of the Minimum Work Requirements and exercise its Earn-In Right at its discretion.
Upon acquisition of the 50% Earned Interest, the parties will form a Nevada limited liability company (the “Joint Venture LLC”) and contribute the Lapon Canyon Project to the Joint Venture LLC for the joint development and operation. Each party will fund its pro-rata share of future expenditures on the Lapon Canyon Project or face dilution of its interest in the Joint Venture LLC. If a party’s interest in the Joint Venture LLC is diluted below 10%, its interest will be converted to a 2% Net Smelter Returns royalty on the Lapon Canyon Project, subject to a buy-down option to 1% exercisable at any time for the payment of $2,500,000.
On the closing of the Earn-in Agreement, the $200,000 principal the Company advanced under the Promissory Note dated December 19, 2024, including accrued interest of $2,835, was deemed satisfied in full and credited toward Nevada Canyon’s exploration expenses obligations for the first annual period.
On February 10, 2026, we entered into an agreement with BBA Consultants USA LP (“BBA”) to develop a mineral resource estimate. We anticipate that the project will take approximately 13 weeks and will cost an estimated $115,000. As of March 31, 2026, we paid a $22,580 retainer representing approximately 20% of the total projected cost, which will be credited against the final invoice for the project. The retainer has been included in prepaid expenses.
During the three-month period ending March 31, 2026, we incurred exploration expenditures amounting to $106,711, inclusive of the retainer paid to BBA, on the Lapon Canyon Project (2025 - $266,462). As of March 31, 2026, we incurred a total of $1,702,969 in exploration expenditures on the Lapon Canyon Project.
The Company provides updates on the progress of the exploration and drilling program carried out on the Lapon Canyon Project by referring to news releases published by WRR. These updates can be found in Current Reports on Form 8-K in the Company’s filings with the SEC.
Swales Property (Exploration Phase)
On December 27, 2021, the Company entered into an exploration lease with an option to purchase agreement (the “Swales Property Agreement”) with Mr. W. Wright Parks III., (“Mr. Parks”) on the Swales Property, consisting of 40 unpatented lode mining claims totaling 800 acres located in Nevada (the “Swales Property”).
The term of the Swales Property Agreement commenced on December 27, 2021, and was 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.
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Full consideration of the Swales Property Agreement consisted of the following: (i) an initial cash payment of $20,000 to be paid within 90 days from the execution of the Swales Property Agreement on December 27, 2021 (the “Effective Date”), and (ii) annual payments of $20,000 to be paid on the anniversary of the Effective Date while the Swales Property Agreement remained in effect. The Company had 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 was required to pay $750,000 (the “Swales Purchase Price”). The Swales Purchase Price could have been 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, were not applied or credited against the Swales Purchase Price.
On June 9, 2025, the Company entered into a Property Asset Purchase Agreement to sell its right to the Swales Property Agreement for a total consideration of $100,000 cash and the grant of a 2% net smelter royalty on the initial 40 claims included in the Swales Property, and an additional 99 unpatented mining claims acquired by the purchaser and added to the Swales Property. The Company recognized a gain on the sale of mineral interest of $20,000.
As of March 31, 2026, the total cost of the Swales Property was $Nil, and it had no plant nor equipment associated with it. During the three months ended March 31, 2026 and 2025, the Company did not incur any expenses associated with the Swales Property.
Off-Balance Sheet Arrangements
None.
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 US GAAP. In applying those provisions, we have not recognized any impairment charge on our long-lived assets during the three months ended March 31, 2026.
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 and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934 as amended (the “Exchange Act”)). Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer, concluded that our disclosure controls and procedures, as of the end of the fiscal quarter covered by this quarterly report on Form 10-Q, were 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, 2026, there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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PART II — OTHER INFORMATION
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, 2026.
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.
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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. | |
| (14) | Incorporated by reference herein from the Form 8-K filed by the Company on February 27, 2023. | |
| (15) | Incorporated by reference herein from the Form 10-Q filed by the Company on August 11, 2023. | |
| (16) | Incorporated by reference herein from the Form 10-Q filed by the Company on November 13, 2023. | |
| (17) | Incorporated by reference herein from the Form 10-Q filed by the Company on May 13, 2023. | |
| (18) | Incorporated by reference herein from the Form 8-K filed by the Company on May 29, 2024. | |
| (19) | Incorporated by reference herein from the Form 8-K filed by the Company on June 18, 2024. | |
| (20) | Incorporated by reference herein from the Form 8-K filed by the Company on October 4, 2024. | |
| (21) | Incorporated by reference herein from the Form 8-K filed by the Company on February 4, 2025. | |
| (22) | Incorporated by reference herein from the Form S-8 filed by the Company on August 22, 2025. | |
| * | 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 13, 2026 | /s/ Alan Day |
| Alan Day | |
| Chief Executive Officer (Principal Executive Officer), | |
| and Chairman of the Board of Directors | |
| May 13, 2026 | /s/ Jeffrey A. Cocks |
| Jeffrey A. Cocks | |
| Chief Financial Officer | |
| (Principal Accounting Officer) | |
| and Member of the Board of Directors |
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