10-Q

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-Q

(Mark One)

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

Forthe quarterly period ended: ### March 31, 2023

or

☐

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For

the transition period from ______ to ______

Commission

File No. 000-55600

NEVADA

CANYON GOLD CORP.

(Exact Name of Registrant as Specified in its Charter)

Nevada	46-5152859
(State<br> or other Jurisdiction of	(I.R.S.<br> Employer
Incorporation<br> or Organization)	Identification<br> No.)
5655<br> Riggins Court, Suite 15
---	---
Reno,<br> NV	89502
(Address<br> of Principal Executive Offices)	(Zip<br> Code)

(888) 909-5548

Registrant’s

telephone number, including area code

316 California Avenue, Suite 543, Reno, NV 89509

(Former

name, former address and former fiscal year,

if

changed since last report)

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

Title<br> of each class	Trading<br> Symbol(s)	Name<br> of each exchange on which registered
Common<br> Stock, $0.01 par value	NGLD	OTC<br> Pink

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§230.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated file,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Yes ☐ No ☒

APPLICABLE

ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS

DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section l2, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes ☐ No ☐

APPLICABLE

ONLY TO CORPORATE ISSUERS

Indicate

the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of May 12, 2023 the number of shares outstanding of the issuer’s common stock, par value $0.0001 per share, is 11,077,394.

table

of contents

	Page
Part I – FINANCIAL INFORMATION	3
Item 1. Financial Statements	3
Condensed Consolidated Balance Sheets	3
Condensed Consolidated Statements of Operations	4
Condensed Consolidated Statements of Stockholders’ Equity (Deficit)	5
Condensed Consolidated Statements of Cash Flow	6
Notes to the Condensed Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations	13
Results of Operations	15
Off-Balance Sheet Arrangements	20
Item 3. Quantitative and Qualitative Disclosures about Market Risk	21
Item 4. Controls and Procedures	21
PART II — OTHER INFORMATION	22
Item 1. Legal Proceedings	22
Item 1A. Risk Factors	22
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3. Defaults Upon Senior Securities	22
Item 4. Mine Safety Disclosures	22
Item 5. Other Information	22
Item 6. Exhibits	23
SignatureS	24

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Part

I – FINANCIAL INFORMATION

Item1. Financial Statements

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Nevada

Canyon Gold Corp.

Condensed

Consolidated Balance Sheets

(Unaudited)

			December<br> 31, <br><br>2022
ASSETS
Current<br> Assets
Cash	912,167		$	1,007,018
Prepaid<br> expenses	25,543			4,829
Total<br> Current Assets	937,710			1,011,847
Investment<br> in equity securities	68,067			156,805
Mineral<br> property interests	720,395			720,395
TOTAL<br> ASSETS	1,726,172		$	1,889,047
LIABILITIES<br> AND STOCKHOLDERS’ EQUITY
Current<br> Liabilities
Accounts<br> payable and accrued liabilities	833,238		$	844,963
Related<br> party payables	460,000			477,031
Total<br> Liabilities	1,293,238			1,321,994
Commitments<br> and Contingencies (Note 5)	-			-
Stockholders’<br> Equity
Preferred<br> Stock: Authorized 10,000,000 preferred shares, 0.0001 par, none issued and outstanding as of March 31, 2023 and December 31, 2022	-			-
Common<br> Stock: Authorized 100,000,000 common shares, 0.0001 par, 11,077,394 issued and outstanding as of March 31, 2023 and December 31,<br> 2022	1,107			1,107
Additional<br> paid in capital	3,317,180			3,073,447
Obligation<br> to issue shares	97,222			-
Accumulated<br> deficit	(2,982,575	)		(2,507,501	)
Total<br> Stockholders’ Equity (Deficit)	432,934			567,053
TOTAL<br> LIABILITIES AND STOCKHOLDERS’ EQUITY	1,726,172		$	1,889,047

All values are in US Dollars.

The

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

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Nevada

Canyon Gold Corp.

Condensed

Consolidated Statements of Operations

(Unaudited)

	For<br> the three months ended<br> March 31,
	2023			2022
Operating<br> expenses
Consulting<br> fees	$	55,326		$	14,129
Director<br> and officer compensation		302,066			44,774
General<br> and administrative expenses		24,714			4,865
Professional<br> fees		6,000			8,322
Transfer<br> agent and filing fees		4,722			7,255
Total<br> operating expenses		(392,828	)		(79,345	)
Other<br> income (expenses)
Amortization<br> of debt discount		-			(126,562	)
Fair<br> value gain (loss) on equity investments		(88,738	)		367,134
Foreign<br> exchange gain		-			7,244
Interest<br> income		6,492			61
Realized<br> gain on equity investments		-			267,855
Net<br> income (loss)	$	(475,074	)	$	436,387
Net<br> income (loss) per common share - basic	$	(0.10	)	$	0.16
Net<br> income (loss) per common share - diluted	$	(0.10	)	$	0.09
Weighted<br> average number of common shares outstanding :
Basic		4,681,760			2,680,093
Diluted		4,681,760			5,979,865

The

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

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Nevada

Canyon Gold Corp.

Condensed

Consolidated Statement of Stockholders’ Equity

(Unaudited)

					Obligation		Additional					Total
	Common<br> Stock				to<br> Issue		Paid-in		Accumulated			Stockholders’
	Shares		Amount		Shares		Capital		Deficit			Equity
Balance,<br> December 31, 2021		8,685,093	$	868	$	-	$	1,190,522	$	(951,446	)	$	239,944
Stock-based<br> compensation - directors fees		-		-		-		44,774		-			44,774
Net<br> income for the period ended March 31, 2022		-		-		-		-		436,387			436,387
Balance,<br> March 31, 2022		8,685,093	$	868	$	-	$	1,235,296	$	(515,059	)	$	721,105
Balance,<br> December 31, 2022		11,077,394	$	1,107	$	-	$	3,073,447	$	(2,507,501	)	$	567,053
Balance		11,077,394	$	1,107	$	-	$	3,073,447	$	(2,507,501	)	$	567,053
Stock-based<br> compensation issued to consultants		-		-		38,889		-		-			38,889
Stock-based<br> compensation issued to officer		-		-		58,333		-		-			58,333
Stock-based<br> compensation - directors and CEO		-		-		-		243,733		-			243,733
Net<br> loss for the period ended March 31, 2023		-		-		-		-		(475,074	)		(475,074	)
Net<br> income (loss)		-		-		-		-		(475,074	)		(475,074	)
Balance,<br> March 31, 2023		11,077,394	$	1,107	$	97,222	$	3,317,180	$	(2,982,575	)	$	432,934
Balance		11,077,394	$	1,107	$	97,222	$	3,317,180	$	(2,982,575	)	$	432,934

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,					****
****	2023		****	2022		****
OPERATING ACTIVITIES:
Cash flows used in operating activities
Net income (loss)	$	(475,074	)	$	436,387
Adjustment to reconcile net income (loss) to net cash used in operating activities:
Amortization of debt discount		-			126,562
Fair value loss (gain) on equity investments		88,738			(367,134	)
Foreign exchange gain		-			(7,244	)
Realized gain on equity investments		-			(267,855	)
Stock-based compensation - directors and CEO		243,733			44,774
Stock-based compensation - consulting fees		38,889			-
Stock-based compensation - officer		58,333			-
Changes in operating assets and liabilities:
Prepaid expenses		(20,714	)		(10,347	)
Accounts payable		8,275			(5,861	)
Accrued interest payable		-			(20,959	)
Related party payables		(17,031	)		-
Net cashed used in operating activities		(74,851	)		(71,677	)
INVESTING ACTIVITIES:
Sale of equity investments		-			394,894
Acquisition of mineral property interests		(20,000	)		(370,000	)
Net cash provided by (used in) investing activities		(20,000	)		24,894
FINANCING ACTIVITIES:
Cash received on subscription to shares		-			400
Net cash used in financing activities		-			400
Effects of foreign currency exchange on cash		-			7,244
Net decrease in cash		(94,851	)		(39,139	)
Cash, at beginning		1,007,018			1,420,864
Cash, at end	$	912,167		$	1,381,725

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

MARCH

31, 2023

(UNAUDITED)

NOTE

1 - NATURE OF BUSINESS

Nevada Canyon Gold Corp. (the “Company”) was incorporated under the laws of the state of Nevada on February 27, 2014. On July 6, 2016, the Company changed its name from Tech Foundry Ventures, Inc. to Nevada Canyon Gold Corp. On December 15, 2021, the Company incorporated two subsidiaries, Nevada Canyon LLC and Canyon Carbon LLC. Both subsidiaries were incorporated under the laws of the state of Nevada. The Company is involved in acquiring and exploring mineral properties and royalty interests in Nevada and Idaho.

GoingConcern

The Company’s condensed consolidated financial statements are prepared using accounting principles generally accepted in the United States of America (“US GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company is in 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.

The outcome of these matters cannot be predicted with any certainty at this time and raises substantial doubt that the Company will be able to continue as a going concern. These condensed consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. Management intends to obtain additional funding by borrowing funds, and/or a private placement of common stock.

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, 2022, 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, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023.

RecentAccounting 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

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Earningsper Share

The Company’s basic earnings per share (“EPS”) is calculated by dividing its net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period, excluding unvested portion of restricted stock 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.

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NOTE

4 – RELATED PARTY TRANSACTIONS

Amounts due to related parties at March 31, 2023 and December 31, 2022:

SCHEDULE

OF RELATED PARTY TRANSACTIONS

	March 31,<br> <br>2023		December 31,<br> <br>2022
Amounts due to the Chief Executive Officer (“CEO”) ^(a)^	$	100,000	$	117,031
Amounts due to a company controlled by the CEO ^(a)^		360,000		360,000
Related party payables	$	460,000	$	477,031
(a)	These<br> amounts are non-interest bearing, unsecured and due on demand.
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During the three-month periods ended March 31, 2023 and 2022, the Company had the following transactions with its related parties.

SCHEDULE

OF TRANSACTIONS WITH ITS RELATED PARTIES

	March 31,<br> <br>2023		March 31,<br> <br>2022
Director compensation incurred to CEO and director	$	81,380	$	14,950
Director compensation incurred to a director		40,588		7,456
Director compensation incurred to a director		121,765		22,368
Officer compensation incurred to VP of Operations		58,333		-
Related party transactions	$	302,066	$	44,774

See Note 7 Equity for further information regarding stock issued to related parties.

NOTE

5 – MINERAL PROPERTY INTERESTS

As

of March 31, 2023, 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 100% interest of Target Minerals, Inc’s (“Target”) 1% production royalty on the Olinghouse Project, located in the Olinghouse Mining District, Washoe County, Nevada, and acquired 2% net smelter returns royalty (“NSR”) on the Palmetto Project (the “Project”), located in Esmeralda County, Nevada.

LazyClaims Property

On August 2, 2017, the Company entered into an exploration lease agreement (the “Lazy Claims Agreement”) with Tarsis Resources US Inc. (“Tarsis”), a Nevada corporation, to lease the Lazy Claims, consisting of three claims.

The term of the Lazy Claims

Agreement is ten years, and is subject to extension for additional two consecutive 10-year terms. Full consideration of the Lazy Claims Agreement consists of the following: an initial cash payment of $1,000 to Tarsis, paid upon the execution of the Lazy Claims Agreement, with $2,000 payable to Tarsis on each subsequent anniversary of the effective date. The Company agreed to pay Tarsis a 2% production royalty (the “Lazy Claims Royalty”) based on the gross returns from the production and sale of minerals from the Lazy Claims. Should the Lazy Claims Royalty payments to Tarsis be in excess of $2,000 per year, the Company will not be required to pay a $2,000 annual minimum payment .

During the three-month periods ended March 31, 2023 and 2022, the Company did not incur any expenses associated with the Lazy Claims.

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LomanProperty

In

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

During the three-month periods ended March 31, 2023 and 2022, the Company did not incur any expenses associated with the Loman Claims.

Agai-PahProperty

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

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

mining claims totaling 400 acres, located in 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 a director of the Company and a related party .

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

Full

consideration of the Agai-Pah Property Agreement consists of the following: (i) an initial cash payment of $20,000 to be paid within 90 days from the execution of the Agai-Pah Property Agreement on May 19, 2021 (the “Effective Date”), and (ii) annual payments of $20,000 to be paid on the anniversary of the Effective Date while the Agai-Pah Property Agreement remains in effect. The Company has the exclusive option and right to acquire 100% ownership of the Agai-Pah Property (the “Agai-Pah Purchase Option”). To exercise the Agai-Pah Purchase Option, the Company will be required to pay $750,000 (the “Agai-Pah Purchase Price”). The Agai-Pah Purchase Price can be paid in either cash and/or equity of the Company, or a combination thereof, at the election of MSM. The annual payments paid by the Company to MSM, shall not be applied or credited against the Purchase Price. The Company made the initial cash payment of $20,000 on November 6, 2021, pursuant to a verbal extension granted to the Company by MSM, and made the first $20,000 anniversary payment on June 20, 2022.

During the three-month periods ended March 31, 2023 and 2022, the Company did not incur any expenses associated with the Agai-Pah Property.

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BelshazzarProperty

On June 4, 2021, the Company entered into exploration lease with option to purchase agreement (the “Belshazzar Property Agreement”) with Belshazzar Holdings, L.L.C., (“BH”) 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, within Quartzburg mining district, in Boise County, Idaho (the “Belshazzar Property”) . Alan Day, the managing member of BH, is a director of the Company and a related party.

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 BH. The annual payments paid by the Company to BH, shall not be applied or credited against the Belshazzar Purchase Price. The Belshazzar Property is subject to a 1% Gross Returns Royalty payable to the property owner, from the commencement of commercial production subject to certain terms. The Company made the initial cash payment of $20,000 on November 6, 2021, pursuant to a verbal extension granted to the Company by BH, and made the first $20,000 anniversary payment on June 20, 2022.

During the three-month periods ended March 31, 2023 and 2022, the Company did not incur any expenses associated with the Belshazzar Property.

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SwalesProperty

On December 27, 2021, the Company entered into exploration lease with option to purchase agreement (the “Swales Property Agreement”) with Mr. W. Wright Parks III., (“Mr. Parks”) on the Swales Property, consisting of 40 unpatented lode mining claims totaling 800 acres, within Swales Mountain Mining District in Elko County, Nevada (the “Swales Property”).

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

Full

consideration of the Swales Property Agreement consists of the following: (i) an initial cash payment of $20,000 to be paid within 90 days from the execution of the Belshazzar Agreement on December 27, 2021 (the “effective date”), and (ii) annual payments of $20,000 to be paid on the anniversary of the Effective Date while the Swales Property Agreement remains in effect. The Company has the exclusive option and right to acquire 100% ownership of the Swales Property (the “Swales Purchase Option”). To exercise the Swales Purchase Option, the Company will be required to pay $750,000 (the “Swales Purchase Price”). The Swales Purchase Price can be paid in either cash and/or equity of the Company, or a combination thereof, at the election of Mr. Parks. The annual payments paid by the Company to Mr. Parks, shall not be applied or credited against the Swales Purchase Price. The Company made the initial cash payment of $20,000 on January 15, 2022, and made the first $20,000 anniversary payment on March 14, 2023, which was initially accrued at December 31, 2022.

During the three-month periods ended March 31, 2023 and 2022, the Company did not incur any expenses associated with the Swales Property.

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OlinghouseProject

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

Nevada company, to acquire

100% interest of Target’s 1% production royalty on the Olinghouse Project, located in the Olinghouse Mining District, Washoe County, Nevada .

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 the Company 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<br> the Company’s 10-day volume weighted average price (“VWAP”) Calculation is less than $1.25 per share, the Olinghouse<br> Purchase Price shall be paid in cash; or
●	if<br> the Company’s 10-day VWAP Calculation is more than $1.25 per share, the Olinghouse Purchase Price shall be paid in the form<br> of 2,000,000 Shares of the Company’s common stock.

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On

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

During the three-month periods ended March 31, 2023 and 2022, the Company did not incur any additional expenses associated with the Olinghouse Project.

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PalmettoProject

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

During the three-month periods ended March 31, 2023 and 2022, the Company did not incur any additional expenses associated with the Palmetto Project.

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NOTE

6 – EQUITY INVESTMENT

As

at March 31, 2023 and December 31, 2022, the Company’s equity investments consist of 511,750 common shares of Walker River Resources Corp. (“WRR”).

At March 31, 2023 and December 31, 2022, the fair value of the equity investment was $68,067 and $156,805, respectively, based on the market price of WRR Shares at March 31, 2023 and December 31, 2022, respectively. Fair value is measured using Level 1 inputs in the fair value hierarchy. During the three-month period ended March 31, 2023 and 2022, the revaluation of the equity investment in WRR resulted in a gain (loss) on the change in fair value of ($88,738) and $367,134, respectively.

The

Company did not sell any WRR Shares during the three-month period ended March 31, 2023. During the three-month period ended March 31, 2022, the Company sold 671,083 WRR Shares for net proceeds of $394,894. The Company recorded a net realized gain of $267,855 on the sale of WRR Shares.

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NOTE

7 – STOCKHOLDERS’ EQUITY

The Company was formed with one class of common stock, $0.0001 par value and is authorized to issue 100,000,000 common shares and one class of preferred stock, $0.0001 par value and is authorized to issue 10,000,000 preferred shares. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they chose to do so, elect all of the directors of the Company.

Equitytransactions during the three-month period ended March 31, 2023:

During the three-month periods ended March 31, 2023 and 2022, the Company recognized share-based compensation as follows:

SCHEDULE

OF RECOGNIZED SHARE-BASED COMPENSATION

	March 31,<br> <br>2023		March 31,<br> <br>2022
Directors and CEO	$	243,733	$	44,774
Officer – VP of Operations		58,333		-
Consultants		38,889		-
Total	$	340,955	$	44,774

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Directors:

On

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

The

fair value of the shares was determined to be approximately $2,924,796 or $0.4938 per share based on the trading price of the Company’s common stock on the issue date adjusted for the restrictions under the Lock-up Agreements. The shares vest over a three-year time period.

As

at March 31, 2023, the total compensation cost related to nonvested Director Shares not yet recognized was $1,733,210. The total weighted-average period over which the total compensation cost related to nonvested Director Shares not yet recognized are expected to be recognized was 1.75 years.

Officer – VP of Operations:

On

February 24, 2023, the Company entered into a consulting agreement with the Company’s newly appointed Vice President of Operations. The Company agreed to issue 2,000,000 shares of its common stock for the services. The shares will vest on a quarterly basis over the two-year term of the agreement, beginning March 1, 2023. The fair value of the shares was $1,400,000 or $0.70 per share based on the trading price of the Company’s common stock on the date the service period began.

As

at March 31, 2023, the total compensation cost related to nonvested shares under this agreement not yet recognized was $1,341,667. The total weighted-average period over which the total compensation cost related to nonvested Shares issued to VP of Operations not yet recognized are expected to be recognized was 1.92 years. As at March 31, 2023, shares vested under the agreement but not yet distributed totaled 83,333.

Consultants:

On

February 24, 2023, the Company entered into two separate consulting agreements with consultants in exchange for a total of 2,000,000 shares of its common stock. All shares will vest on a quarterly basis over the three-year term of the agreements, beginning March 1, 2023. The fair value of the shares was $1,400,000 or $0.70 per share based on the trading price of the Company’s common stock on the date the service period began.

As

at March 31, 2023, the total compensation cost related to nonvested shares under this agreement not yet recognized was $1,361,111. The total weighted-average period over which the total compensation cost related to nonvested Director Shares not yet recognized are expected to be recognized was 2.92 years. As at March 31, 2023, shares vested under the agreement but not yet distributed totaled 55,555.

Warrantsand Options

During the three-month period ended March 31, 2023 and for the year ended December 31, 2022, the Company did not have any warrants or options issued and exercisable.

NOTE

8 – CONVERTIBLE NOTES PAYABLE

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During the year ended December 31, 2021, the Company received $980,000 in cash proceeds under the convertible promissory notes financing, in addition, the Company’s existing debt holder agreed to convert $15,064 the Company owed on account of unsecured, non-interest-bearing note payable due on demand into a convertible promissory note for a total of $20,000. The convertible promissory notes (the “Notes”) were due in twelve months after their issuances (the “Maturity Date”) and accrued interest at a rate of 15% per annum. During the three-month period ended March 31, 2022, the Company recorded $126,562 in amortization of debt discount on the Notes. The balance of the Notes at December 31, 2022 was $Nil as all of the notes were paid or converted into shares of the Company’s common stock during the year ended December 31, 2022.

NOTE

9 – PUBLIC RELATIONS AGREEMENT

On February 3, 2023, the Company entered into a public relations services agreement (the “Agreement”) with Think Ink Marketing Data & Email Services, Inc. (“Think Ink”) to develop an investor outreach program. The Agreement is for a six-month term, and the Company agreed to an initial budget of $50,000, of which $20,000 was paid during the three–month period ended March 31, 2023 and is included in prepaid expenses on the condensed consolidated balance sheet at March 31, 2023.

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

ForwardLooking 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).

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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, 2023 and 2022. You should refer to the Financial Statements and related Notes in conjunction with this discussion.

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General

We were incorporated under the laws of the state of Nevada on February 27, 2014. On December 15, 2021, we incorporated two subsidiaries, Nevada Canyon LLC and Canyon Carbon LLC. Both subsidiaries were incorporated under the laws of the state of Nevada.

We are a US-based natural resource company headquartered in Reno, Nevada. The Company has a large, strategic land position and royalties, in multiple projects, within some of Nevada’s highest-grade historical mining districts. As of the date of the filing of this Quarterly report on Form 10-Q our mineral property interests are comprised of the Lazy Claims Property, the Loman Property, and the Agai-Pah Property located in Mineral County, Nevada, the Swales Property located in Elko County, Nevada, and the Belshazzar Property located in Quartzburg mining district, Boise County, Idaho. In addition, we acquired a 2% net smelter returns royalty (“NSR”) on the Palmetto Project, located in Esmeralda County, Nevada, 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.

CriticalAccounting Policies and Estimates

Our consolidated financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States of America (“GAAP”) and are presented in US dollars. GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our consolidated financial statements.

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements for the three-month periods ended March 31, 2023 and 2022, 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, 2022.

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Resultsof Operations

Three-month period ended March 31, 2023, compared to the three-month period ended March 31, 2022:

	Three months ended<br> <br>March 31,						Changes<br> <br>between<br> <br>the
	2023			2022			periods
Operating expenses
Consulting fees	$	55,326		$	14,129		$	41,197
Director and officer compensation		302,066			44,774			257,292
General and administrative expenses		24,714			4,865			19,849
Professional fees		6,000			8,322			(2,322	)
Transfer agent and filing fees		4,722			7,255			(2,533	)
Total operating expenses		(392,828	)		(79,345	)		(313,483	)
Other income (expenses)
Amortization of debt discount		-			(126,562	)		(126,562	)
Fair value gain (loss) on equity investments		(88,738	)		367,134			(455,872	)
Foreign exchange gain		-			7,244			(7,244	)
Interest income		6,492			61			6,431
Realized gain on equity investment		-			267,855			(267,855	)
Net income (loss)	$	(475,074	)	$	436,387		$	(911,461	)

Revenues

We had no revenues for the three-month periods ended March 31, 2023 and 2022. Due to the exploration rather than the production nature of our business, we do not expect to have significant operating revenue in the foreseeable future.

OperatingExpenses

Our operating expenses for the three-month periods ended March 31, 2023 and 2022 included general and administrative expenses, professional fees, director and officer compensation, consulting fees, and transfer agent and filing fees. During the three-month period ended March 31, 2023, our operating expenses increased by $313,483 or 395%, to $392,828 as compared to $79,345 for the three months ended March 31, 2022. This change was associated with $302,066 in director and officer compensation we recorded on the shares that we sold to our three directors on December 30, 2021 and with shares we granted to our VP of Operations we granted on February 24, 2023. Our consulting fees increased by $41,197, from $14,129 we incurred during the three-month period ended March 31, 2022, to $55,326 we incurred during the current period ended March 31, 2023, and which were associated with vested value of shares that we resolved to grant to our consultants for their services; our general and administrative expenses increased by $19,849, from $4,865 we incurred during the three-month period ended March 31, 2022, to $24,714 we incurred during the three-month period ended March 31, 2023. These increases were in part offset by decreases in our professional fees, which decreased by $2,322, from $8,322 we incurred during the three-month period ended March 31, 2022, to $6,000 we incurred during the three-month period ended March 31, 2023; and by decrease in our transfer agent and filing fees, which decreased by $2,533, from $7,255 we incurred during the three-month period ended March 31, 2022, to $4,722 we incurred during the three-month period ended March 31, 2023.

OtherIncome (Expenses)

During the three-month period ended March 31, 2023, we recognized $88,738 loss on fair value of investments in equity securities (2022 – $367,134 gain). The loss resulted from revaluation of WRR Shares and was caused mainly by decreased market price of WRR’s Shares from CAD$0.415 per share at December 31, 2022, to CAD$0.18 per share at March 31, 2023, and to a smaller degree from fluctuation of exchange rates between the US and Canadian dollars. We earned $6,492 in interest revenue (2022 - $61).

During the comparative three-month period ended March 31, 2022, we incurred $7,244 gain associated with fluctuation of foreign exchange rates, since the funds generated from the sale of equity investments were held in Canadian dollars. We also recorded $267,855 gain on investments in equity securities which was associated with the sale of 671,083 WRR Shares for net proceeds of $394,894. These gains were in part offset by $126,562 amortization of debt discount associated with the beneficial conversion we recognized on the convertible notes payable we issued in October of 2021. We did not have similar transactions during the three-month period ended March 31, 2023.

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NetIncome (Loss)

During the three months ended March 31, 2023, we incurred net loss of $475,074, as compared to net income of $436,387 we generated during the three-month period ended March 31, 2022. This change mainly resulted from absence of sales of WRR Shares, and decrease in the share price of WRR Shares which resulted in fair value loss of $88,738, as compared to $367,134 gain we recorded during the comparative period, increase in our director and officer compensation from $44,774 for the period ended March 31, 2022, to $302,066 for the period ended March 31, 2023, and increase in consulting fees from $14,129 for the period ended March 31, 2022, to $55,326 for the period ended March 31, 2023.

Liquidityand Capital Resources

	March 31,<br><br> 2023			December 31, <br><br>2022
Current assets	$	937,710		$	1,011,847
Current liabilities		1,293,238			1,321,994
Working capital deficit	$	(355,528	)	$	(310,147	)

As of March 31, 2023, we had a cash balance of $912,167 and working capital deficit of $355,528 with cash flows used in operations totaling $74,851 for the period then ended. During the three months ended March 31, 2023, our operations were funded with cash on hand. The cash that we had on hand at March 31, 2023, was generated by selling our investment in WRR Shares during the year ended December 31, 2022, 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, 2023. 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.

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CashFlow

	Three Months Ended<br> <br>March 31,
	2023			2022
Cash flows used in operating activities	$	(74,851	)	$	(71,677	)
Cash flows provided by (used in) investing activities		(20,000	)		24,894
Cash flows provided by financing activities		-			400
Effects of foreign currency translation on cash		-			7,244
Net decrease in cash during the period	$	(94,851	)	$	(39,139	)

Netcash used in operating activities

Our net cash used in operating activities increased by $3,174, or 4%, to $74,851 for the three months ended March 31, 2023, compared with $71,677 for the comparative period in 2022. During the three months ended March 31, 2023, we used $45,381 to cover our cash operating costs, which were determined by reducing the net loss of $475,074 the Company incurred during the period, by non-cash items included in the net loss of $429,693; we used $20,714 to increase our prepaid expenses, and $17,031 to reduce amounts due to our related parties. These uses of cash were in part offset by $8,275 increase in accounts payable and accrued liabilities.

During the three months ended March 31, 2022, our net cash used in operating activities increased by $65,167, or 1,001%, to $71,677 compared with $6,510 for the comparative period in 2021. During the three months ended March 31, 2022, we used $34,510 to cover our cash operating costs, which were determined by reducing the net income of $436,387 the Company earned during the period, by non-cash items included in the net income of $470,897; we used $5,861 to decrease our accounts payable and accrued liabilities, $10,347 to increase our prepaid expenses, and $20,959 to pay interest accrued on a convertible note payable.

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Adjustmentsto reconcile net income to net cash used in operating activities

During the three months ended March 31, 2023, we recognized $88,738 loss on revaluation of fair value of our investments in WRR Shares. In addition, we recognized $243,733 in director compensation associated with the par-value shares we issued to our directors on December 30, 2021, $58,333 and $38,889 we recorded as the value of shares we granted to our VP of Operations and to our consultants, respectively, in accordance with the consulting agreements we executed in February of 2023.

During the three months ended March 31, 2022, we recognized $367,134 gain on revaluation of fair value of WRR Shares and WRR Warrants and recorded $267,855 gain on sale of 671,083 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 amortization of debt discount associated with the convertible notes payable we issued in October 2021. In addition, we recorded $44,774 in director compensation associated with the par-value shares we issued to our directors on December 30, 2021.

Netcash provided by investing activities

During the three-month period ended March 31, 2023, we used $20,000 to make an option payment on our Swales Property, which we accrued in December of 2022.

During the three-month period ended March 31, 2022, we generated $394,894 from the sale of 671,083 WRR Shares. During the same period, we used $370,000 to acquire our mineral property interests.

Netcash provided by financing activities

During the three-month period ended March 31, 2023, we did not generate any funds from our 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.

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GoingConcern

At March 31, 2023, we had a working capital deficit of $355,528 and cash on hand of $912,167, which is sufficient enough to support our current plan of operations for the next 12-month period. Our investments in equity securities include 511,750 WRR Shares valued at $68,067. We have been using WRR Shares and may continue using 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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Impactof Inflation

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

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CapitalExpenditures

During the three months ended March 31, 2023, we used $20,000 to make an annual option payment on Swales Property.

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.

UnprovedMineral 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% net smelter returns royalty 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.

LazyClaims 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.

LomanProperty

In December 2019 we acquired 27 unpatented mining claims for a total of $10,395 from a third-party (the “Loman Property”). The claims comprising Loman Property were transferred and re-registered into the Company’s name in the fiscal 2021.

Agai-PahProperty

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 CEO, President, and director.

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.

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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, and made the first $20,000 anniversary payment on June 20, 2022.

BelshazzarProperty

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 CEO, President, and director.

The term of the Belshazzar Agreement commenced 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, and made the first $20,000 anniversary payment on June 20, 2022.

SwalesProperty

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

The term of the 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, and made the first anniversary payment on March 14, 2023.

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OlinghouseProject

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<br> the Company’s 10-day volume weighted average price (“VWAP”) Calculation is less than $1.25 per share, the Olinghouse<br> Purchase Price shall be paid in cash; or
●	if<br> the Company’s 10-day VWAP Calculation is more than $1.25 per share, the Olinghouse Purchase Price shall be paid in the form<br> of 2,000,000 Shares of the Company’s common stock.

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.

PalmettoProject

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.

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Off-BalanceSheet Arrangements

None.

Useof Estimates

Areas where significant estimation judgments are made and where actual results could differ materially from these estimates are the carrying value of certain assets and liabilities which are not readily apparent from other sources and the classification of net operating loss and tax credit carry forwards.

We evaluate impairment of our long-lived assets by applying the provisions of ASC No. 360. In applying those provisions, we have not recognized any impairment charge on our long-lived assets during the three-month period ended March 31, 2023.

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Item3. Quantitative and Qualitative Disclosures about Market Risk

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this item.

Item4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

We conducted an evaluation, under the supervision and with the participation of the Chief Executive Officer, 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, 2023, 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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InherentLimitations 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<br> to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our<br> assets;
●	provide<br> reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with<br> the U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and<br> directors; and
●	provide<br> reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that<br> 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

Item1. Legal Proceedings

None.

Item1A. Risk Factors

We incorporate by reference the Risk Factors included as Item 1A of our Annual Report on Form 10-K we filed with the Securities and Exchange Commission on March 27, 2023.

Item2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item3. Defaults Upon Senior Securities

None.

Item4. Mine Safety Disclosures

None.

Item5. Other Information

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On February 3, 2023, the Company entered into a public relations services agreement (the “Agreement”) with Think Ink Marketing Data & Email Services, Inc. (“Think Ink”) to develop an investor outreach program. The Agreement is for a six-month term, and the Company agreed to an initial budget of $50,000, of which $20,000 has been paid during the quarter ended March 31, 2023.

On May 4, 2023, the Company announced that Mr. Alan Day, a Director of the Company, succeeded Jeffrey Cocks as the President and Chief Executive Officer of the Company. Mr. Cocks moved to Chairman, in addition to the current positions of the CFO, Corporate Secretary and Director of the Company. The Company also announced the appointment of Mr. Ryan McMillan as Vice President of Operations and Business Development.

Mr. Day has an extensive operational and administrative background with over 30 years’ experience in exploration and mining primarily in Nevada. Mr. Day is well known within the mining industry in Nevada, specializing in property acquisitions and divestures, mineral claim locating, complete exploration services, including geological consulting and project management. Mr. Day received a B.S. in Geology and a B.A. in received a B.S. in Geology and a B.A. in Spanish, from the University of Utah in 1990.

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Item6. Exhibits

(a)	The<br> following exhibits are filed with this quarterly report on Form 10-Q or are incorporated herein by reference:
Exhibit<br><br> <br>Number	Description
---	---
10.01.1	Definitive Agreement, dated December 17, 2015 (1)
10.01.2	Exploration and Option Agreement, dated September 15, 2015 (1)
10.02	Exploration Lease and Option to Purchase Agreement, dated June 7, 2017 (2)
10.03	Option Purchase Agreement, dated July 5, 2017 (3)
10.04	Exploration Lease Agreement, dated August 2, 2017 (4)
10.05	Definitive Purchase Agreement dated July 11, 2018 (5)
10.06	Exploration Lease with Option to Purchase Agreement, dated May 19, 2021 (6)
10.07	Exploration Lease with Option to Purchase Agreement, dated June 4, 2021 (7)
10.08	Convertible Note Agreement (8)
10.09	Subscription Agreement (8)
10.10	Royalty Option to Purchase Agreement, dated December 17, 2021 (9)
10.11	Exploration Lease with Option to Purchase Agreement, dated December 27, 2021 (10)
10.12	Share Cancellations and Releases tendered by Mr. Michael Levine and BCIM management, LLC (Ron Tattum) dated December 30, 2021 (11)
10.13	Form of a lock-up agreement between the Company and certain Subscribers dated December 30, 2021 (11)
10.14	Royalty Purchase Agreement, dated January 27, 2022(12)
10.15	Form of a vesting and lock-up agreement between the Company and certain Subscribers with an effective date of December 30, 2021 (13)
10.16	Public Relations Services Agreement between the Company and Think Ink Marketing Data & Email Services, Inc. (“Think Ink”) dated February 3, 2023*
10.17	Consulting Agreement, dated February 24, 2023, by and between Nevada Canyon Gold Corp. and Ryan McMillan (14)
10.18	Consulting Agreement, dated February 24, 2023, by and between Nevada Canyon Gold Corp. and RNR Enterprises (14)
10.19	Consulting Agreement, dated February 24, 2023, by and between Nevada Canyon Gold Corp. and Little Hill Holdings LLC (14)
31.1	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*.
31.2	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*.
32.1	Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*.
32.2	Certification of the Chief Financial Officer pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*.
101.INS	Inline<br> XBRL Instance Document.
101.SCH	Inline<br> XBRL Taxonomy Extension Schema.
101.CAL	Inline<br> XBRL Taxonomy Extension Calculation Linkbase.
101.DEF	Inline<br> XBRL Taxonomy Extension Definition Linkbase.
101.LAB	Inline<br> XBRL Taxonomy Extension Label Linkbase.
101.PRE	Inline<br> XBRL Taxonomy Extension Presentation Linkbase.
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)
(1)	Incorporated<br> by reference herein from the Form 8-K filed by the Company on December 22, 2015.
---	---
(2)	Incorporated<br> by reference herein from the Form 8-K filed by the Company on June 8, 2017.
(3)	Incorporated<br> by reference herein from the Form 8-K filed by the Company on July 7, 2017.
(4)	Incorporated<br> by reference herein from the Form 8-K filed by the Company on August 7, 2017.
(5)	Incorporated<br> by reference herein from the Form 8-K filed by the Company on July 12, 2018.
(6)	Incorporated<br> by reference herein from the Form 8-K filed by the Company on May 19, 2021.
(7)	Incorporated<br> by reference herein from the Form 8-K filed by the Company on June 7, 2021.
(8)	Incorporated<br> by reference herein from the Form 8-K filed by the Company on September 13, 2021.
(9)	Incorporated<br> by reference herein from the Form 8-K filed by the Company on December 21, 2021.
(10)	Incorporated<br> by reference herein from the Form 8-K filed by the Company on December 28, 2021.
(11)	Incorporated<br> by reference herein from the Form 8-K filed by the Company on December 30, 2021.
(12)	Incorporated<br> by reference herein from the Form 8-K filed by the Company on February 1, 2022.
(13)	Incorporated<br> by reference herein from the Form 8-K/A filed by the Company on March 25, 2022.
(14)	Incorporated<br> by reference herein from the Form 8-K filed by the Company on February 27, 2023.
*	Filed<br> herewith.

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SignatureS

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	NEVADA CANYON GOLD CORP.
May<br> 12, 2023	/s/ Alan Day
	Alan<br> Day
	Chief<br> Executive Officer (Principal Executive Officer),
	President<br> and Member of the Board of Directors

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Exhibit10.16

PUBLIC RELATIONS SERVICES AGREEMENT

---

THIS AGREEMENT (the “Agreement”) made and entered into as of 2/3/23 (hereinafter “Effective Date”) by and between Think Ink Marketing Data and Email Services, a California limited liability company (“Think Ink Marketing”) and Nevada Canyon Gold Corp., a corporation based in Nevada and publicly traded on the OTC Exchange under the ticker symbol NGLD (“PubCo”) (collectively, “the Parties”).

WHEREAS PubCo is a publicly traded company and seeks the services of Think Ink Marketing to help increase public awareness of the company and its products, services and securities;

WHEREAS Think Ink Marketing is a marketing company and assists companies in increasing their public profile amongst investors and consumers;

NOW, THEREFORE, in consideration of the mutual agreements and covenants contained herein, and for other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

I SERVICES

---

Think Ink Marketing shall provide public relations services to PubCo in an effort to increase public awareness of the company and its products, services and securities, including product branding. The services may include facilitating the creation and distribution of marketing materials and paid advertisements.

II.TERM OF AGREEMENT

---

This agreement shall remain in effect from time of the Effective Date on for 6 months unless terminated pursuant to the Section V below by mutual agreement of the Parties.

III.COMPENSATION

---

PubCo shall provide Think Ink Marketing with an initial budget of $50,000 (starting deposit of $20,000) to cover the costs associated with the public relations campaign and related services. Think Ink Marketing shall retain the excess sums above the costs expended as its sole compensation for services provided under this Agreement.

IV.RESPONSIBILITY FOR CONTENT OF MATERIALS

---

PubCo understands that Think Ink Marketing intends to subcontract the creation of any written marketing materials. The Parties expressly agree that PubCo shall review and approve in writing all marketing materials before public distribution by signing a copy of the approval form attached hereto as Exhibit A and initialing each page of the approved marketing materials. PubCo acknowledges that Think Ink Marketing shall have no responsibility for ensuring the accuracy of the content of any written materials and will not publish or distribute any marketing materials without PubCo’s prior written approval.

V.TERMINATION

---

This Agreement may be terminated by either party upon thirty (30) days written notice to the other party. If terminated by PubCo under this Section, Think Ink Marketing shall be entitled to retain funds for services rendered (or cancellation fees) paid prior to the date of termination.

VI.INTEGRATION

---

This Agreement constitutes a single integrated written contract expressing the entire agreement of the Parties and supersedes all prior and contemporaneous agreements, understandings, terms, conditions, and representations, written or oral, made by the Parties hereto or their agents, concerning the matters covered by this Agreement.

VII.NO ORAL MODIFICATIONS

---

The terms of this Agreement may not be modified or amended except by written agreement signed by the Party or Parties against whom enforcement of any such modification or amendment may be sought.

VIII.CHOICE OF LAW

---

This Agreement shall be deemed to have been executed and delivered within the United States in the State of California, and the rights and obligations of the Parties hereunder shall be governed, construed, and enforced in accordance with the laws of the State of California, without regard to the conflict of laws principles thereof.

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IN WITNESS WHEREOF, the Parties hereto have entered into and executed this Agreement.

THINK INK MARKETING

3308 W. Warner Ave, Santa Ana, 92704

/s/ Claire Stevens
By:	Claire Stevens
Its:	Marketing Director

NEVADA CANYON GOLD CORP.

/s/ Jeffrey Cocks
By:	Jeffrey Cocks
Its:	President & CEO

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Exhibit A

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PubCo Approval of Marketing Materials

By my signature below, I hereby certify that I am authorized to provide this approval of marketing materials on behalf Nevada Canyon Gold Corp. to Think Ink Marketing. On behalf of Nevada Canyon Gold Corp., I confirm that I have reviewed the attached marketing materials in their entirety and further confirm that all factual statements concerning Nevada Canyon Gold Corp., Inc. contained therein are true and accurate to the best of my knowledge. I have also initialed each page of the attached marketing materials and hereby approve their publication.

Date: ________________________

NEVADA CANYON GOLD CORP.
By:
Its:

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Exhibit31.1

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

I, Alan Day, certify that:

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

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

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

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

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

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

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

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

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

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

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

Dated:<br> May 12, 2023	/s/ Alan Day
	Alan<br> Day
	Chief<br> Executive Officer
	(Principal Executive Officer)

Exhibit31.2

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

I, Jeffrey A. Cocks, certify that:

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

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

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

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

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

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

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

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

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

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

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

Dated:<br> May 12, 2023	/s/ Jeffrey A. Cocks
	Jeffrey<br> A. Cocks
	Chief<br> Financial Officer
	(Principal<br> Accounting Officer)

Exhibit32.1

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

In connection with the Quarterly Report of Nevada Canyon Gold Corp. (the “Company”) on Form 10-Q for the period ending March 31, 2023, as filed with the Securities and Exchange Commission on or about the date hereof (“Report”), I, Alan Day, the Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

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

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

Dated:<br> May 12, 2023	/s/ Alan Day
	Alan<br> Day
	Chief<br> Executive Officer
	(Principal<br> Executive Officer)

Exhibit32.2

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

In connection with the Quarterly Report of Nevada Canyon Gold Corp. (the “Company”) on Form 10-Q for the period ending March 31, 2023, as filed with the Securities and Exchange Commission on or about the date hereof (“Report”), I, Jeffrey A. Cocks, the Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

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

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

Dated:<br> May 12, 2023	/s/ Jeffrey A. Cocks
	Jeffrey<br> A. Cocks
	Chief<br> Financial Officer
	(Principal<br> Accounting Officer)