0001605481
true
Q2
--12-31
false
0
0001605481
2022-01-01
2022-06-30
0001605481
2022-08-15
0001605481
2022-06-30
0001605481
2021-12-31
0001605481
2022-04-01
2022-06-30
0001605481
2021-04-01
2021-06-30
0001605481
2021-01-01
2021-06-30
0001605481
us-gaap:CommonStockMember
2020-12-31
0001605481
us-gaap:AdditionalPaidInCapitalMember
2020-12-31
0001605481
us-gaap:RetainedEarningsMember
2020-12-31
0001605481
2020-12-31
0001605481
us-gaap:CommonStockMember
2021-03-31
0001605481
us-gaap:AdditionalPaidInCapitalMember
2021-03-31
0001605481
us-gaap:RetainedEarningsMember
2021-03-31
0001605481
2021-03-31
0001605481
us-gaap:CommonStockMember
2021-12-31
0001605481
us-gaap:AdditionalPaidInCapitalMember
2021-12-31
0001605481
us-gaap:RetainedEarningsMember
2021-12-31
0001605481
us-gaap:CommonStockMember
2022-03-31
0001605481
us-gaap:AdditionalPaidInCapitalMember
2022-03-31
0001605481
us-gaap:RetainedEarningsMember
2022-03-31
0001605481
2022-03-31
0001605481
us-gaap:CommonStockMember
2021-01-01
2021-03-31
0001605481
us-gaap:AdditionalPaidInCapitalMember
2021-01-01
2021-03-31
0001605481
us-gaap:RetainedEarningsMember
2021-01-01
2021-03-31
0001605481
2021-01-01
2021-03-31
0001605481
us-gaap:CommonStockMember
2021-04-01
2021-06-30
0001605481
us-gaap:AdditionalPaidInCapitalMember
2021-04-01
2021-06-30
0001605481
us-gaap:RetainedEarningsMember
2021-04-01
2021-06-30
0001605481
us-gaap:CommonStockMember
2022-01-01
2022-03-31
0001605481
us-gaap:AdditionalPaidInCapitalMember
2022-01-01
2022-03-31
0001605481
us-gaap:RetainedEarningsMember
2022-01-01
2022-03-31
0001605481
2022-01-01
2022-03-31
0001605481
us-gaap:CommonStockMember
2022-04-01
2022-06-30
0001605481
us-gaap:AdditionalPaidInCapitalMember
2022-04-01
2022-06-30
0001605481
us-gaap:RetainedEarningsMember
2022-04-01
2022-06-30
0001605481
us-gaap:CommonStockMember
2021-06-30
0001605481
us-gaap:AdditionalPaidInCapitalMember
2021-06-30
0001605481
us-gaap:RetainedEarningsMember
2021-06-30
0001605481
2021-06-30
0001605481
us-gaap:CommonStockMember
2022-06-30
0001605481
us-gaap:AdditionalPaidInCapitalMember
2022-06-30
0001605481
us-gaap:RetainedEarningsMember
2022-06-30
0001605481
us-gaap:RestrictedStockMember
NGLD:VestingAgreementsMember
2022-01-01
2022-06-30
0001605481
us-gaap:ConvertibleNotesPayableMember
2022-01-01
2022-06-30
0001605481
us-gaap:ConvertibleNotesPayableMember
2021-01-01
2021-12-31
0001605481
us-gaap:RestrictedStockMember
2022-01-01
2022-06-30
0001605481
us-gaap:RestrictedStockMember
2021-01-01
2021-12-31
0001605481
2021-01-01
2021-12-31
0001605481
srt:ChiefExecutiveOfficerMember
2022-06-30
0001605481
srt:ChiefExecutiveOfficerMember
2021-12-31
0001605481
NGLD:CompanyControlledbyCEOMember
2022-06-30
0001605481
NGLD:CompanyControlledbyCEOMember
2021-12-31
0001605481
srt:DirectorMember
2022-06-30
0001605481
srt:DirectorMember
2021-12-31
0001605481
NGLD:CompanyControlledbyADirectorMember
2022-06-30
0001605481
NGLD:CompanyControlledbyADirectorMember
2021-12-31
0001605481
NGLD:DirectorOneMember
2022-06-30
0001605481
NGLD:DirectorOneMember
2021-12-31
0001605481
NGLD:DirectorTwoMember
2022-06-30
0001605481
NGLD:DirectorTwoMember
2021-12-31
0001605481
NGLD:MrLevineMember
2022-06-30
0001605481
NGLD:MrLevineMember
2021-12-31
0001605481
srt:ChiefExecutiveOfficerMember
2022-04-01
2022-06-30
0001605481
srt:ChiefExecutiveOfficerMember
2021-04-01
2021-06-30
0001605481
srt:ChiefExecutiveOfficerMember
2022-01-01
2022-06-30
0001605481
srt:ChiefExecutiveOfficerMember
2021-01-01
2021-06-30
0001605481
NGLD:DirectorOneMember
2022-04-01
2022-06-30
0001605481
NGLD:DirectorOneMember
2021-04-01
2021-06-30
0001605481
NGLD:DirectorOneMember
2022-01-01
2022-06-30
0001605481
NGLD:DirectorOneMember
2021-01-01
2021-06-30
0001605481
NGLD:DirectorTwoMember
2022-04-01
2022-06-30
0001605481
NGLD:DirectorTwoMember
2021-04-01
2021-06-30
0001605481
NGLD:DirectorTwoMember
2022-01-01
2022-06-30
0001605481
NGLD:DirectorTwoMember
2021-01-01
2021-06-30
0001605481
srt:DirectorMember
2021-12-29
2021-12-30
0001605481
2021-12-29
2021-12-30
0001605481
2022-03-18
0001605481
NGLD:TargetMineralsIncMember
2022-06-30
0001605481
NGLD:OlinghouseProjectAgreementMember
2022-01-01
2022-06-30
0001605481
NGLD:PalmettoProjectAgreementMember
2022-01-01
2022-06-30
0001605481
NGLD:LeaseAgreementMember
NGLD:TarsisResourcesUSIncMember
2017-08-01
2017-08-02
0001605481
NGLD:LeaseAgreementMember
NGLD:TarsisResourcesUSIncMember
2017-08-02
0001605481
NGLD:LeaseAgreementMember
NGLD:TarsisResourcesUSIncMember
2022-01-01
2022-06-30
0001605481
NGLD:LazyClaimsAgreementMember
2022-06-30
0001605481
NGLD:LomanClaimsMember
2019-12-31
0001605481
NGLD:LomanClaimsMember
2019-12-01
2019-12-31
0001605481
NGLD:AgaiPahPropertyAgreementMember
NGLD:MSMResourceLLCMember
2021-05-18
2021-05-19
0001605481
NGLD:AgaiPahPropertyAgreementMember
NGLD:MSMResourceLLCMember
2021-05-19
0001605481
NGLD:AgaiPahPropertyAgreementMember
NGLD:MSMResourceLLCMember
2021-05-19
0001605481
NGLD:AgaiPahPropertyAgreementMember
NGLD:MSMResourceLLCMember
2021-11-04
2021-11-06
0001605481
NGLD:AgaiPahPropertyAgreementMember
NGLD:MSMResourceLLCMember
2022-06-19
2022-06-20
0001605481
NGLD:BelshazzarPropertyAgreementMember
NGLD:BelshazzarHoldingsLLCMember
2021-06-03
2021-06-04
0001605481
NGLD:BelshazzarPropertyAgreementMember
NGLD:BelshazzarHoldingsLLCMember
2021-06-04
0001605481
NGLD:BelshazzarPropertyAgreementMember
NGLD:BelshazzarHoldingsLLCMember
2021-06-04
0001605481
NGLD:BelshazzarPropertyAgreementMember
NGLD:BelshazzarHoldingsLLCMember
2021-11-04
2021-11-06
0001605481
NGLD:BelshazzarPropertyAgreementMember
NGLD:BelshazzarHoldingsLLCMember
2022-06-19
2022-06-20
0001605481
NGLD:SwalesPropertyAgreementMember
NGLD:WrightParksIIIMember
2021-12-26
2021-12-27
0001605481
NGLD:SwalesPropertyAgreementMember
NGLD:WrightParksIIIMember
2021-12-27
0001605481
NGLD:SwalesPropertyAgreementMember
NGLD:WrightParksIIIMember
2021-12-27
0001605481
NGLD:SwalesPropertyAgreementMember
NGLD:WrightParksIIIMember
2021-06-14
2021-06-16
0001605481
NGLD:OlinghouseProjectAgreementMember
NGLD:TargetMineralsIncMember
2021-12-16
2021-12-17
0001605481
NGLD:OlinghouseProjectAgreementMember
NGLD:TargetMineralsIncMember
2021-12-17
0001605481
NGLD:OlinghouseProjectAgreementMember
2021-12-16
2021-12-17
0001605481
NGLD:OlinghouseProjectAgreementMember
NGLD:TargetMineralsIncMember
NGLD:VolumeWeightedAveragePriceMember
2021-12-17
0001605481
NGLD:OlinghouseProjectAgreementMember
NGLD:TargetMineralsIncMember
NGLD:VolumeWeightedAveragePriceMember
2021-12-16
2021-12-17
0001605481
NGLD:PalmettoProjectAgreementMember
2022-01-25
2022-01-27
0001605481
NGLD:PalmettoProjectAgreementMember
NGLD:SmoothRockVentureLLCMember
2022-01-27
0001605481
NGLD:PalmettoProjectAgreementMember
NGLD:SmoothRockVentureLLCMember
2022-02-05
2022-02-07
0001605481
NGLD:WalkerRiverResourcesCorpMember
2022-01-01
2022-06-30
0001605481
NGLD:WalkerRiverResourcesCorpMember
2021-01-01
2021-12-31
0001605481
NGLD:WalkerRiverResourcesCorpMember
2021-12-31
0001605481
NGLD:WalkerRiverResourcesCorpMember
2022-06-30
0001605481
NGLD:WalkerRiverResourcesCorpMember
2022-04-01
2022-06-30
0001605481
NGLD:WalkerRiverResourcesCorpMember
2021-04-01
2021-06-30
0001605481
NGLD:WalkerRiverResourcesCorpMember
2022-03-31
0001605481
NGLD:WalkerRiverResourcesCorpMember
2021-03-31
0001605481
NGLD:WalkerRiverResourcesCorpMember
2021-06-30
0001605481
NGLD:WalkerRiverResourcesCorpMember
2021-01-01
2021-06-30
0001605481
NGLD:WalkerRiverResourcesCorpMember
2020-12-31
0001605481
us-gaap:SubsequentEventMember
NGLD:PostConsolidatedLevelMember
2022-08-15
0001605481
us-gaap:ConvertibleNotesPayableMember
2021-12-31
0001605481
us-gaap:ConvertibleNotesPayableMember
2021-01-01
2021-12-31
0001605481
NGLD:ConvertibleNotesPayableOneMember
2022-06-30
0001605481
NGLD:ConvertibleNotesPayableOneMember
2022-01-01
2022-06-30
0001605481
NGLD:ConvertibleNotesPayableTwoMember
2022-06-30
0001605481
NGLD:ConvertibleNotesPayableTwoMember
2022-01-01
2022-06-30
0001605481
NGLD:ConvertibleNotesPayableThreeMember
2022-06-30
0001605481
NGLD:ConvertibleNotesPayableThreeMember
2022-01-01
2022-06-30
0001605481
NGLD:ConvertibleNotesPayableFourMember
2022-06-30
0001605481
NGLD:ConvertibleNotesPayableFourMember
2022-01-01
2022-06-30
0001605481
NGLD:ConvertibleNotesPayableFiveMember
2022-06-30
0001605481
NGLD:ConvertibleNotesPayableFiveMember
2022-01-01
2022-06-30
0001605481
NGLD:ConvertibleNotesPayableSixMember
2022-06-30
0001605481
NGLD:ConvertibleNotesPayableSixMember
2022-01-01
2022-06-30
0001605481
NGLD:ConvertibleNotesPayableSevenMember
2022-06-30
0001605481
NGLD:ConvertibleNotesPayableSevenMember
2022-01-01
2022-06-30
0001605481
NGLD:ConvertibleNotesPayableEightMember
2022-06-30
0001605481
NGLD:ConvertibleNotesPayableEightMember
2022-01-01
2022-06-30
0001605481
NGLD:ConvertibleNotesPayableNineMember
2022-06-30
0001605481
NGLD:ConvertibleNotesPayableNineMember
2022-01-01
2022-06-30
0001605481
NGLD:ConvertibleNotesPayableTenMember
2022-06-30
0001605481
NGLD:ConvertibleNotesPayableTenMember
2022-01-01
2022-06-30
0001605481
NGLD:ConvertibleNotesPayableElevenMember
2022-06-30
0001605481
NGLD:ConvertibleNotesPayableElevenMember
2022-01-01
2022-06-30
0001605481
NGLD:ConvertibleNotesPayableOneMember
2021-12-31
0001605481
NGLD:ConvertibleNotesPayableOneMember
2021-01-01
2021-12-31
0001605481
NGLD:ConvertibleNotesPayableTwoMember
2021-12-31
0001605481
NGLD:ConvertibleNotesPayableTwoMember
2021-01-01
2021-12-31
0001605481
NGLD:ConvertibleNotesPayableThreeMember
2021-12-31
0001605481
NGLD:ConvertibleNotesPayableThreeMember
2021-01-01
2021-12-31
0001605481
NGLD:ConvertibleNotesPayableFourMember
2021-12-31
0001605481
NGLD:ConvertibleNotesPayableFourMember
2021-01-01
2021-12-31
0001605481
NGLD:ConvertibleNotesPayableFiveMember
2021-12-31
0001605481
NGLD:ConvertibleNotesPayableFiveMember
2021-01-01
2021-12-31
0001605481
NGLD:ConvertibleNotesPayableSixMember
2021-12-31
0001605481
NGLD:ConvertibleNotesPayableSixMember
2021-01-01
2021-12-31
0001605481
NGLD:ConvertibleNotesPayableSevenMember
2021-12-31
0001605481
NGLD:ConvertibleNotesPayableSevenMember
2021-01-01
2021-12-31
0001605481
NGLD:ConvertibleNotesPayableEightMember
2021-12-31
0001605481
NGLD:ConvertibleNotesPayableEightMember
2021-01-01
2021-12-31
0001605481
NGLD:ConvertibleNotesPayableNineMember
2021-12-31
0001605481
NGLD:ConvertibleNotesPayableNineMember
2021-01-01
2021-12-31
0001605481
NGLD:ConvertibleNotesPayableTenMember
2021-12-31
0001605481
NGLD:ConvertibleNotesPayableTenMember
2021-01-01
2021-12-31
0001605481
NGLD:ConvertibleNotesPayableElevenMember
2021-12-31
0001605481
NGLD:ConvertibleNotesPayableElevenMember
2021-01-01
2021-12-31
0001605481
us-gaap:ConvertibleNotesPayableMember
2022-01-01
2022-03-31
0001605481
us-gaap:ConvertibleNotesPayableMember
2022-03-31
0001605481
us-gaap:MajorityShareholderMember
2021-12-29
2021-12-30
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
xbrli:pure
NGLD:Integer
utr:sqft
iso4217:CAD
xbrli:shares
Part
I – FINANCIAL INFORMATION
Item
1. Financial Statements
Nevada
Canyon Gold Corp.
Condensed
Consolidated Balance Sheets
(Presented
in US Dollars)
(Unaudited)
The
accompanying notes are an integral part of these condensed consolidated financial statements
Nevada
Canyon Gold Corp.
Condensed
Consolidated Statements of Operations
(Presented
in US Dollars)
(Unaudited)
The
accompanying notes are an integral part of these condensed consolidated financial statements
Nevada
Canyon Gold Corp.
Condensed
Consolidated Statement of Stockholders’ Equity
(Presented
in US Dollars)
(Unaudited)
The
accompanying notes are an integral part of these condensed consolidated financial statements
Nevada
Canyon Gold Corp.
Condensed
Consolidated Statements of Cash Flow
(Presented
in US Dollars)
(Unaudited)
The
accompanying notes are an integral part of these condensed consolidated financial statements
NEVADA
CANYON GOLD CORP.
NOTES
TO THE CONDENSED
CONSOLIDATED
FINANCIAL STATEMENTS
JUNE
30, 2022
(UNAUDITED)
NOTE
1 - NATURE OF BUSINESS
Nevada
Canyon Gold Corp. (the “Company”) was incorporated under the laws of the state of Nevada on February 27, 2014. The Company
is involved in acquiring and exploring mineral properties and royalty interests in Nevada and Idaho. On December 15, 2021, the Company
incorporated two subsidiaries, Nevada Canyon LLC and Canyon Carbon LLC. Both subsidiaries were incorporated under the laws of the state
of Nevada.
Going
Concern
The
Company’s condensed consolidated financial statements are prepared using accounting principles generally accepted in the United
States of America (“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.
NOTE
2 - BASIS OF PRESENTATION
The
condensed consolidated financial statements of the Company have been prepared in accordance with 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 GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the
information disclosed in the notes to the consolidated financial statements for the year ended December 31, 2021, included in the Company’s
Annual Report on Form 10-K, filed with the SEC. The condensed consolidated financial statements should be read in conjunction with those
consolidated financial statements included in Form 10-K. In the opinion of management, all adjustments considered necessary for fair
presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three and six months ended
June 30, 2022, are not necessarily indicative of the results that may be expected for the year ending December 31, 2022.
Recent
Accounting Pronouncements
The
Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not
believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial
position or results of operations.
NOTE
3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Deferred
Stock Issuance Costs
Deferred
stock issuance costs represent amounts paid for legal, consulting, and other offering expenses in conjunction with the future raising
of additional capital to be performed within one year. These costs are netted against additional paid-in capital as a cost of the stock
issuance upon closing of the respective stock placement. During the six months ended June 30, 2022, the Company recorded $39,250 in deferred
stock issuance costs which were included in prepaid expenses, as the private placement financing was not closed. As at June 30, 2022,
the Company did not have any deferred stock issuance costs which were netted against additional paid-in capital as a cost of stock issued
(2021 - $Nil).
Income
per Share
The
Company’s basic income/loss per share (“EPS”) is calculated by dividing its net income/loss available to common stockholders
by the weighted average number of common shares outstanding for the period, excluding unvested portion of restricted stock with performance
conditions.
The
Company’s diluted EPS is calculated by dividing its net income/loss available to common shareholders by the diluted weighted average
number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted number
of shares adjusted for any potentially dilutive debt or equity. Restricted stock with performance conditions is only included in the
diluted EPS calculation to the extent that performance conditions have been met at the measurement date. Dilutive effect of the restricted
stock is determined using the treasury stock method.
At
June 30, 2022, the Company had 6,005,000 shares that were issued but restricted under 3-year lock-up and vesting agreements with shareholders.
These shares 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. As at June 30, 2022, the full 6,005,000 unvested shares were excluded from denominator of basic EPS.
The
outstanding securities at June 30, 2022 and December 31, 2021 that could have a dilutive effect are as follows:
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE
| |
| | | |
| | |
| |
June 30, 2022 | | |
December 31, 2021 | |
Convertible Notes Payable | |
| 2,848,757 | | |
| 2,764,815 | |
Restricted Stock | |
| 6,005,000 | | |
| - | |
Total Possible Dilutive Shares | |
| 8,853,757 | | |
| 2,764,815 | |
The
Company incurred losses for the three- and six-month periods ended June 30, 2022, therefore the diluted loss per share was not presented.
NOTE
4 – RELATED PARTY TRANSACTIONS
Amounts
due to related parties at June 30, 2022 and December 31, 2021:
SCHEDULE
OF RELATED PARTY TRANSACTIONS
| |
| | | |
| | |
| |
June 30, 2022 | | |
December 31, 2021 | |
Amounts due to the Chief Executive Officer (“CEO”) (a) | |
$ | 117,031 | | |
$ | 144,031 | |
Amounts due to a company controlled by the CEO (a) | |
| 360,000 | | |
| 360,000 | |
Amounts due to a former director(b) | |
| - | | |
| 220,000 | |
Amounts due to a company controlled by the former director (b) | |
| - | | |
| 240,000 | |
Amounts due from a director for shares | |
| - | | |
| (200 | ) |
Amounts due from a director for shares | |
| - | | |
| (200 | ) |
Related party payables | |
$ | 477,031 | | |
$ | 963,631 | |
(a) |
These amounts are non-interest
bearing, unsecured and due on demand. |
(b) |
During the year ended December
31, 2021, Mr. Levine resigned from the board of directors of the Company, therefore at June 30, 2022, the Company has reclassified
$220,000 owed to Mr. Levine and $240,000 owed to a private company controlled by Mr. Levine as at December 31, 2021, from related
party payables to regular accounts payable. |
During
the three- and six-month periods ended June 30, 2022 and 2021, the Company had the following transactions with its related parties.
SCHEDULE
OF TRANSACTIONS WITH ITS RELATED PARTIES
| |
| | | |
| | | |
| | | |
| | |
| |
Three months ended June 30, | | |
Six months ended June 30, | |
| |
2022 | | |
2021 | | |
2022 | | |
2021 | |
Stock-based compensation incurred to CEO | |
$ | 104,646 | | |
$ | - | | |
$ | 119,596 | | |
$ | - | |
Stock-based compensation incurred to a director | |
| 52,193 | | |
| - | | |
| 59,649 | | |
| - | |
Stock-based compensation incurred to a director | |
| 156,578 | | |
| - | | |
| 178,946 | | |
| - | |
Related party transactions | |
$ | 313,417 | | |
$ | - | | |
$ | 358,191 | | |
$ | - | |
On
December 30, 2021, the Company issued a total of 6,005,000 shares of common stock to the Company’s directors (the “Director
Shares”). The Director Shares were issued at par value for a total consideration of $601. In addition to the regular restrictive
legend, the release of the Director Shares is 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
Company analyzed the issuance of the Director Shares pursuant to the guidance available in ASC 718, Compensation—Stock Compensation.
Based on the guidance, the Company determined that the directors are nonemployees of the Company, however, since they were appointed
to the board positions that are expected to be filled by another person whom the shareholders will elect when the current term expires,
and the Directors are not expected to provide any additional services, the Director Shares must be accounted for in the same manner as
an award granted to an employee. Therefore, the Director Shares are to be valued at the fair market value and stock-based compensation
must be recorded as the services are provided over a vesting period of 3 years. The Company determined the fair market value of the shares
to be $0.4938 per share, the grant date to be March 18, 2022, the date the Lock-up Agreements were agreed to by the board of directors
and the beneficiaries, and the service period commencing on March 18, 2022.
NOTE
5 – ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
SCHEDULE
OF ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
| |
| | | |
| | |
| |
June 30, 2022 | | |
December 31, 2021 | |
Trade payables | |
$ | 802,948 | | |
$ | 367,578 | |
Accrued liabilities | |
| 21,218 | | |
| 28,692 | |
Accounts payable and accrued liabilities | |
$ | 824,166 | | |
$ | 396,270 | |
NOTE
6 – MINERAL PROPERTY INTERESTS
As
of June 30, 2022, the Company’s mineral property interests are comprised of the Lazy Claims Property, the Loman Property, and the
Agai-Pah Property located in Mineral County, Nevada, the Swales Property located in Elko County, Nevada, and the Belshazzar Property
located in Quartzburg mining district, Boise County, Idaho. In addition, the Company acquired an option to acquire 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.
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. 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 six-month periods ended June 30, 2022 and 2021, the Company did not incur any expenses associated with the Lazy Claims.
Loman
Property
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 six-month periods ended June 30, 2022 and 2021, the Company did not incur any expenses associated with the Loman Claims.
Agai-Pah
Property
On
May 19, 2021, the Company entered into exploration lease with option to purchase agreement (the “Agai-Pah Property Agreement”)
with MSM Resource, L.L.C., (“MSM”) a Nevada limited liability Corporation on the Agai-Pah Property, consisting of 20 unpatented
mining claims totaling 400 acres, located in 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.
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 six-month periods ended June 30,2022 and 2021, the Company did not incur any expenses associated with the Agai-Pah Property, aside
from the first anniversary payment.
Belshazzar
Property
On
June 4, 2021, the Company entered exploration lease with option to purchase agreement (the “Belshazzar Property Agreement”)
with Belshazzar Holdings, L.L.C., (“BH”) a 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 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 six-month periods ended June 30, 2022 and 2021, the Company did not incur any expenses associated with the Belshazzar Property, aside
from the first anniversary payment.
Swales
Property
On
December 27, 2021, the Company entered into exploration lease with option to purchase agreement (the “Swales Property Agreement”)
with Mr. W. Wright Parks III., (“Mr. Parks”) on 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.
During
the six-month periods ended June 30, 2022 and 2021, the Company did not incur any expenses associated with the Swales Property.
Olinghouse
Project
On
December 17, 2021, the Company’s wholly-owned subsidiary, Nevada Canyon, LLC, entered into an Option to Purchase Agreement (the
“Olinghouse Agreement”) with Target Minerals, Inc (“Target”), a private 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 the Company’s
10-day volume weighted average price (“VWAP”) Calculation is less than $1.25 per share, the Olinghouse Purchase Price
shall be paid in cash; or |
|
|
|
|
● |
if the Company’s
10-day VWAP Calculation is more than $1.25 per share, the Olinghouse Purchase Price shall be paid in the form of 2,000,000 Shares
of the Company’s common stock. |
During
the six-month periods ended June 30, 2022 and 2021, the Company did not incur any additional expenses associated with the Olinghouse
Project.
Palmetto
Project
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, a director of the Company, 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 six-month periods ended June 30, 2022 and 2021, the Company did not incur any additional expenses associated with the Palmetto Project.
NOTE
7 – EQUITY INVESTMENT
As
at June 30, 2022, the Company’s equity investments consist of 3,070,500 common shares of Walker River Resources Corp. (“WRR”)
(2021 - 8,197,000 shares and warrants to acquire an additional 1,900,000 WRR common shares).
During
the six-month period ended June 30, 2022, the Company exercised its WRR Warrants, which were expiring on July 18, 2022, and acquired
an additional 1,900,000 common shares in the capital of WRR (the “WRR Shares”) without further consideration.
At
June 30, 2022, the fair market value of the equity investment was calculated to be $119,140 (2021 - $318,418) based on the market price
of WRR Shares at June 30, 2022 and December 31, 2021, respectively.
During
the three-month period ended June 30, 2022, the Company sold 3,000,000 WRR Shares (2021 – 21,000 WRR Shares) for net proceeds of
$219,763 (2021 - $2,152). The Company recorded a net realized loss of $56,325 (2021 - $315 gain) on the sale of WRR Shares.
The
revaluation of the equity investment in WRR resulted in $163,284 loss for the three-month period ended June 30, 2022 (2021 - $312,971).
The gain resulted from the decrease of the market price of WRR common shares from CAD$0.115 per share at March 31, 2022, to CAD$0.05
per share at June 30, 2022. In comparison, during the three-month period ended June 30, 2021, the market price of WRR Shares decreased
from CAD$0.11 per share at March 31, 2021, to CAD$0.07 per share at June 30, 2021.
During
the six-month period ended June 30, 2022, the Company sold 7,026,500 WRR Shares (2021 – 21,000 WRR Shares) for net proceeds of
$614,658 (2021 - $2,152). The Company recorded a net realized gain of $211,530 on the sale of WRR Shares (2021 - $315).
The
revaluation of the equity investment in WRR Shares resulted in a $203,850 gain for the six-month period ended June 30, 2022. The gain
resulted from the increase of the market price of WRR Shares from CAD$0.04 per share at December 31, 2021, to CAD$0.05 per share at June
30, 2022. In comparison, during the six-month period ended June 30, 2021, the market price of WRR Shares decreased from CAD$0.10 per
share at December 31, 2020, to CAD$0.07 per share at June 30, 2021, resulting in a loss of $222,589.
Subsequent
to June 30, 2022, WRR effected a 6-for-1 share consolidation, which reduced the Company’s WRR share position to 511,750 WRR Shares
on a post-consolidated level.
NOTE
8 – NOTES AND ADVANCES PAYABLE
At
June 30, 2022, the Company’s liability under notes and advances payable consisted of $1,100 the Company received from WRR as a
payment of its vendor payable (2021 - $1,100). The advance is non-interest-bearing, unsecured and due on demand.
NOTE
9 – CONVERTIBLE NOTES PAYABLE
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”) are due in twelve months after their issuances (the “Maturity Date”)
and accrue interest at a rate of 15% per annum. At the option of the Note Holder, the Company may either (i) pay the interest quarterly
in arrears, or (ii) allow the interest to accrue until the Maturity Date. In addition, at the Company’s sole discretion, the Company
may either (i) repay the principal amount of the Notes on the Maturity Date, or (ii) commencing one month from the issue date repay 1/12
of the outstanding principal amount of the Notes in any given month until the Maturity Date. At the option of the Note Holder the Notes
can be converted into the Shares of the Company at a conversion price equal to the lesser of (i) $0.375 per Share, or (ii) a 25% discount
to the price per Share in a qualified public offering that occurs subsequent to the issuance of the Notes and results in gross offering
proceeds to the Company of at least $5,000,000.
The
Company determined the embedded beneficial conversion feature present in the Notes to be $663,867, which was recorded as additional paid-in
capital. The discount that resulted from the intrinsic value of the Notes is being accreted over a 12-month period based on the implied
interest rate calculated on each Note separately.
The
tables below provide the details of the Notes as at June 30, 2022, and as at December 31, 2021:
SCHEDULE
OF CONVERTIBLE NOTE PAYABLE
As
at June 30, 2022
Principal | | |
Fair Value
on
Commitment
Date | | |
Number of
Shares to be
issued based
on
$0.375/Share | | |
Intrinsic
Value of
Beneficial
Conversion
Feature | | |
Discount
recorded as
part of
Additional
Paid-in
Capital | | |
Implied Interest | | |
Present
Value of the Notes | |
$ | 100,000 | | |
$ | 0.79/Share | | |
| 266,667 | | |
$ | 110,667 | | |
$ | 100,000 | | |
| 2,081 | % | |
$ | 13,479 | |
| 50,000 | | |
$ | 0.77/Share | | |
| 133,333 | | |
| 52,667 | | |
| 50,000 | | |
| 1,903 | % | |
| 6,153 | |
| 50,000 | | |
$ | 0.60/Share | | |
| 133,333 | | |
| 29,600 | | |
| 29,600 | | |
| 108 | % | |
| 43,777 | |
| 600,000 | | |
$ | 0.60/Share | | |
| 1,600,000 | | |
| 363,200 | | |
| 363,200 | | |
| 112 | % | |
| 455,051 | * |
| 25,000 | | |
$ | 0.60/Share | | |
| 66,667 | | |
| 15,133 | | |
| 15,133 | | |
| 112 | % | |
| 21,506 | |
| 20,000 | | |
$ | 0.60/Share | | |
| 53,333 | | |
| 12,107 | | |
| 12,107 | | |
| 112 | % | |
| 17,154 | |
| 50,000 | | |
$ | 0.60/Share | | |
| 133,333 | | |
| 30,267 | | |
| 30,267 | | |
| 112 | % | |
| 42,885 | |
| 25,000 | | |
$ | 0.60/Share | | |
| 66,667 | | |
| 15,133 | | |
| 15,133 | | |
| 112 | % | |
| 21,130 | |
| 20,000 | | |
$ | 0.60/Share | | |
| 53,333 | | |
| 12,107 | | |
| 12,107 | | |
| 112 | % | |
| 17,154 | |
| 10,000 | | |
$ | 0.60/Share | | |
| 26,667 | | |
| 6,053 | | |
| 6,053 | | |
| 112 | % | |
| 8,477 | |
| 50,000 | | |
$ | 0.60/Share | | |
| 133,333 | | |
| 30,267 | | |
| 30,267 | | |
| 112 | % | |
| 42,259 | |
$ | 1,000,000 | | |
| | | |
| 2,666,667 | | |
$ | 677,200 | | |
$ | 663,867 | | |
| | | |
$ | 689,025 | |
* |
The $600,000-note-holder
requested a cash payment of interest accrued up to March 31, 2022, totaling $42,905. The Present Value of the $600,000 note payable
has been reduced to reflect the cash payment made. |
As
at December 31, 2021
Principal | | |
Fair Value
on
Commitment
Date | | |
Number of
Shares to be
issued based
on
$0.375/Share | | |
Intrinsic
Value of
Beneficial
Conversion
Feature | | |
Discount
recorded as
part of
Additional
Paid-in
Capital | | |
Implied Interest | | |
Present
Value of the Notes | |
$ | 100,000 | | |
$ | 0.79/Share | | |
| 266,667 | | |
$ | 110,667 | | |
$ | 100,000 | | |
| 2,081 | % | |
$ | 33 | |
| 50,000 | | |
$ | 0.77/Share | | |
| 133,333 | | |
| 52,667 | | |
| 50,000 | | |
| 1,903 | % | |
| 21 | |
| 50,000 | | |
$ | 0.60/Share | | |
| 133,333 | | |
| 29,600 | | |
| 29,600 | | |
| 108 | % | |
| 26,193 | |
| 600,000 | | |
$ | 0.60/Share | | |
| 1,600,000 | | |
| 363,200 | | |
| 363,200 | | |
| 112 | % | |
| 303,861 | |
| 25,000 | | |
$ | 0.60/Share | | |
| 66,667 | | |
| 15,133 | | |
| 15,133 | | |
| 112 | % | |
| 12,661 | |
| 20,000 | | |
$ | 0.60/Share | | |
| 53,333 | | |
| 12,107 | | |
| 12,107 | | |
| 112 | % | |
| 10,100 | |
| 50,000 | | |
$ | 0.60/Share | | |
| 133,333 | | |
| 30,267 | | |
| 30,267 | | |
| 112 | % | |
| 25,249 | |
| 25,000 | | |
$ | 0.60/Share | | |
| 66,667 | | |
| 15,133 | | |
| 15,133 | | |
| 112 | % | |
| 12,443 | |
| 20,000 | | |
$ | 0.60/Share | | |
| 53,333 | | |
| 12,107 | | |
| 12,107 | | |
| 112 | % | |
| 10,100 | |
| 10,000 | | |
$ | 0.60/Share | | |
| 26,667 | | |
| 6,053 | | |
| 6,053 | | |
| 112 | % | |
| 4,992 | |
| 50,000 | | |
$ | 0.60/Share | | |
| 133,333 | | |
| 30,267 | | |
| 30,267 | | |
| 112 | % | |
| 24,885 | |
$ | 1,000,000 | | |
| | | |
| 2,666,667 | | |
$ | 677,200 | | |
$ | 663,867 | | |
| | | |
$ | 430,538 | |
During
the three-month period ended June 30, 2022, the Company recorded $174,830 in accretion expense associated with the discount on the Notes
(June 30, 2021 - $Nil).
During
the six-month period ended June 30, 2022, the Company recorded $301,392 in accretion expense associated with the discount on the Notes
(June 30, 2021 - $Nil).
NOTE
10 – 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.
Equity
transactions during the six-month period ended June 30, 2022:
During
the six-month period ended June 30, 2022, the Company did not have any transactions that would have resulted in issuance of the shares
of its common stock.
Equity
transactions during the year ended December 31, 2021:
On
December 30, 2021, the Company’s former director tendered for cancellation 845,000 shares of common stock and a major shareholder
tendered 930,000 shares of common stock. As a result, a total of 1,775,000 shares of common stock were cancelled and returned to the
Company’s treasury to a status of authorized but unissued.
On
December 30, 2021, the Company issued a total of 6,005,000 shares of common stock to the Company’s directors. These shares were
issued at par value for a total cash consideration of $601 (Note 4).
Item
2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations
Forward
Looking Statements
This
Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
in Item 2 of Part I of this report include forward-looking statements within the meaning of Section 27A of the Securities Exchange Act
of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 (collectively, the “Reform Act”). The Reform
Act provides a safe harbor for forward-looking statements to encourage companies to provide prospective information about themselves
so long as they identify these statements as forward-looking and provide meaningful cautionary statements identifying important factors
that could cause actual results to differ from the projected results. All statements, other than statements of historical fact that we
make in this Quarterly Report on Form 10-Q are forward-looking. The words “anticipates,” “believes,” “expects,”
“intends,” “will continue,” “estimates,” “plans,” “projects,” the negative
of these terms and similar expressions are intended to identify forward-looking statements. However, the absence of these words does
not mean the statement is not forward-looking.
Forward-looking
statements involve risks, uncertainties or other factors which may cause actual results to differ materially from the future results,
performance or achievements expressed or implied by the forward-looking statements. These statements are based on our management’s
beliefs and assumptions, which in turn are based on currently available information. Certain risks, uncertainties or other important
factors are detailed in this Quarterly Report on Form 10-Q and may be detailed from time to time in other reports we file with the Securities
and Exchange Commission, including on Forms 8-K and 10-K.
Examples
of forward-looking statements in this Quarterly Report on Form 10-Q include, but are not limited to, our expectations regarding our ability
to generate operating cash flows and to fund our working capital and capital expenditure requirements. Important assumptions relating
to the forward-looking statements include, among others, assumptions regarding demand for our future products, the timing and cost of
capital expenditures, competitive conditions and general economic conditions. These assumptions could prove inaccurate. Although we believe
that the estimates and projections reflected in the forward-looking statements are reasonable, our expectations may prove to be incorrect.
Important factors that could cause actual results to differ materially from the results and events anticipated or implied by such forward-looking
statements include:
|
● |
management’s plans,
objectives and budgets for its future operations and future economic performance; |
|
● |
capital budget and future
capital requirements; |
|
● |
meeting future capital
needs; |
|
● |
our dependence on management
and the need to recruit additional personnel; |
|
● |
limited trading for
our common stock; |
|
● |
the level of future
expenditures; |
|
● |
impact of recent accounting
pronouncements; |
|
● |
the outcome of regulatory
and litigation matters; and |
|
● |
the assumptions described
in this report underlying such forward-looking statements. |
Actual
results and developments may materially differ from those expressed in, or implied by, such statements due to a number of factors, including:
|
● |
those described in the
context of such forward-looking statements; |
|
● |
future product development
and marketing costs; |
|
● |
the markets of our domestic
operations; |
|
● |
the impact of competitive
products and pricing; |
|
● |
the political, social
and economic climate in which we conduct operations; and |
|
● |
the risk factors described
in other documents and reports filed with the Securities and Exchange Commission, including our Registration Statement on Form S-1/A
(SEC File No. 333-196075). |
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-
and six-month periods ended June 30, 2022 and 2021. You should refer to the Financial Statements and related Notes in conjunction with
this discussion.
General
We
were incorporated under the laws of the state of Nevada on February 27, 2014, as Tech Foundry Ventures. On July 8, 2016, we changed our
name to Nevada Canyon Gold Corp., in order to reflect our current business and strategy. On December 15, 2021, we incorporated two subsidiaries,
Nevada Canyon LLC and Canyon Carbon LLC. Both subsidiaries were incorporated under the laws of the state of Nevada.
We
are a US-based natural resource company headquartered in Reno, Nevada. The Company has a large, strategic land position and royalties
in multiple projects within some of Nevada’s highest-grade historical mining districts. As of the date of the filing of this Quarterly
report on Form 10-Q our mineral property interests are comprised of the Lazy Claims Property, the Loman Property, and the Agai-Pah Property
located in Mineral County, Nevada, the Swales Property located in Elko County, Nevada, and the Belshazzar Property located in Quartzburg
mining district, Boise County, Idaho. In addition, we acquired an option to acquire 100% interest of Target Minerals, Inc’s (“Target”)
1% production royalty on the Olinghouse Project, located in the Washoe County, Nevada, and acquired 2% net smelter returns royalty (“NSR”)
on the Palmetto Project, located in Esmeralda County, Nevada.
Critical
Accounting Policies and Estimates
Our
consolidated financial statements and related public financial information are based on the application of accounting principles generally
accepted in the United States of America (“GAAP”) and are presented in US dollars. GAAP requires the use of estimates; assumptions,
judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense
amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information
regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to
GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions
that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions
or conditions. We continue to monitor significant estimates made during the preparation of our consolidated financial statements.
The
following discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed
consolidated financial statements for the three- and six-month periods ended June 30, 2022 and 2021, together with notes thereto, which
are included in this Quarterly Report on Form 10-Q, as well as our most recent audited consolidated financial statements on Form 10-K
for the year ended December 31, 2021.
Results
of Operations
Three-
and six-month periods ended June 30, 2022, compared to the three- and six-month periods ended June 30, 2021:
| |
Three months ended June 30, | | |
Changes between the | | |
Six months ended June 30, | | |
Changes between the | |
| |
2022 | | |
2021 | | |
periods | | |
2022 | | |
2021 | | |
periods | |
Operating expenses | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
General and administrative expenses | |
$ | 13,473 | | |
$ | 24,936 | | |
$ | (11,463 | ) | |
$ | 32,467 | | |
$ | 28,155 | | |
$ | 4,312 | |
Professional fees | |
| 48,010 | | |
| 2,500 | | |
| 45,510 | | |
| 56,332 | | |
| 6,000 | | |
| 50,332 | |
Stock-based compensation | |
| 313,417 | | |
| - | | |
| 313,417 | | |
| 358,191 | | |
| - | | |
| 358,191 | |
Transfer agent and filing fees | |
| 2,545 | | |
| 2,325 | | |
| 220 | | |
| 9,800 | | |
| 5,115 | | |
| 4,685 | |
Total operating expenses | |
| (377,445 | ) | |
| (29,761 | ) | |
| 347,684 | | |
| (456,790 | ) | |
| (39,270 | ) | |
| 417,520 | |
Other items | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Accretion expense | |
| (174,830 | ) | |
| - | | |
| 174,830 | | |
| (301,392 | ) | |
| - | | |
| 301,392 | |
Fair value gain/(loss) on equity investments | |
| (163,284 | ) | |
| (312,971 | ) | |
| (149,687 | ) | |
| 203,850 | | |
| (222,589 | ) | |
| (426,439 | ) |
Foreign exchange gain/(loss) | |
| (8,211 | ) | |
| 7,380 | | |
| (15,591 | ) | |
| (967 | ) | |
| 18,408 | | |
| (19,375 | ) |
Interest income | |
| 827 | | |
| 182 | | |
| 645 | | |
| 888 | | |
| 631 | | |
| 257 | |
Realized gain/(loss) on equity investment | |
| (56,325 | ) | |
| 315 | | |
| (56,640 | ) | |
| 211,530 | | |
| 315 | | |
| 211,215 | |
Net and comprehensive loss | |
$ | (779,268 | ) | |
$ | (334,855 | ) | |
$ | 444,413 | | |
$ | (342,881 | ) | |
$ | (242,505 | ) | |
$ | 100,376 | |
Revenues
We
had no revenues for the three- and six-month periods ended June 30, 2022 and 2021. Due to the exploration rather than the production
nature of our business, we do not expect to have significant operating revenue in the foreseeable future.
Operating
Expenses
Our
operating expenses for the three-month periods ended June 30, 2022 and 2021 included general and administrative expenses, professional
fees, stock-based compensation, and transfer agent and filing fees. During the three-month period ended June 30, 2022, our operating
expenses increased by $347,684, or 1,168%, to $377,445 for the three months ended June 30, 2022, compared to $29,761 for the three months
ended June 30, 2021. This change was associated with $313,417 in stock-based compensation we recorded on the par-value shares that we
sold to our three directors on December 30, 2021. On March 18, 2022, the Company’s directors entered into 3-year lock-up agreements
(the “Lock-up Agreements”), whereby the 6,005,000 shares issued to them vest on an annual basis over a three-year term based
on their performance. The stock-based compensation associated with the vested shares is calculated at $0.4938 per share, the fair market
value of our common stock on the date of the Lock-up Agreements, being March 18, 2022. Our professional fees increased by $45,510, from
$2,500 we incurred during the three-month period ended June 30, 2021, to $48,010 we incurred during the three-month period ended June
30, 2022, this increase was associated mainly with $36,208 we incurred on account of Rangeland Carbon Credit Royalties Streaming Opportunity
Analysis which was commissioned by Carbon Canyon, and which, as of June 30, 2022, was 70% completed. Our transfer agent and filing fees
increased by $220, from $2,325 we incurred during the three-month period ended June 30, 2021, to $2,545 we incurred during the three-month
period ended June 30, 2022. These increases were offset by decrease in general and administrative expenses of $11,463, from $24,936 we
incurred during the three-month period ended June 30, 2021, of which $20,700 we paid for redesigning of our website and corporate presentation
materials, to $13,473 we incurred during the three-month period ended June 30, 2022.
On
a year-to-date basis, our operating expenses increased by $417,520, or 1,063%, to $456,790 for the six months ended June 30, 2022,
compared to $39,270 we incurred for the six months ended June 30, 2021. This change was associated with $358,191 in stock-based
compensation we recorded on the par-value shares that we sold to our three directors on December 30, 2021, and was further increased
by $4,312 increase in our general and administrative expenses, from $28,155 we incurred during the six-month period ended June 30,
2021, to $32,467 we incurred during the six-month period ended June 30, 2022; increase of $50,332 in our professional fees from
$6,000 we incurred during the six-month period ended June 30, 2021, to $56,332 we incurred during the six months ended June 30,
2022. The increase in professional fees was mainly associated with $36,208 we incurred on account of Rangeland Carbon Credit
Royalties Streaming Opportunity Analysis which was commissioned by Carbon Canyon, and which, as of June 30, 2022, was 70% completed.
Our transfer agent and filing fees increased by $4,685 from $5,115 we incurred during the six-month period ended June 30, 2021, to
$9,800 we incurred during the six-month period ended June 30, 2022.
Other
Items
During
the three-month period ended June 30, 2022, we recognized $163,284 loss on fair value of equity investments (2021 – $312,971).
The loss resulted from revaluation of WRR Shares from CAD$0.115 per share at March 31, 2022, to CAD$0.05 per WRR Share on June 30, 2022,
and to a smaller degree from fluctuation of exchange rates between the US and Canadian dollars. We earned $827 in interest revenue (2021
- $182). Since part of funds generated from the sale of equity investments are held in Canadian dollars, we incurred $8,211 loss
associated with foreign exchange fluctuation rates (2021 - $7,380 gain). During the three-month period ended June 30, 2022, we recorded
$56,325 loss (2021 - $315 gain) on equity investments which was associated with the sale of 3,000,000 WRR Shares for net proceeds of
$219,763 (2021 - 21,000 WRR Shares for net proceeds of $2,152) . In addition, we recorded $174,830 accretion expense associated with
the beneficial conversion discount we recognized on convertible notes payable we issued in October of 2021 (2021 - $Nil).
During
the six-month period ended June 30, 2022, we recognized $203,850 gain on fair value of equity investments (2021 – $222,589 loss).
The gain resulted from revaluation of WRR Shares from CAD$0.04 per share at December 31, 2021, to CAD$0.05 per WRR Share on June 30,
2022, and to a smaller degree from fluctuation of exchange rates between the US and Canadian dollars. We earned $888 in interest revenue
(2021 - $631). Since part of funds generated from the sale of equity investments are held in Canadian dollars, we incurred $967
loss associated with foreign exchange fluctuation rates (2021 - $18,408 gain). During the six-month period ended June 30, 2022, we recorded
$211,530 gain (2021 - $315) on equity investments which was associated with the sale of 7,026,000 WRR Shares for net proceeds of $614,658
(2021 - 21,000 WRR Shares for net proceeds of $2,152) . In addition, we recorded $301,392 accretion expense associated with the beneficial
conversion discount we recognized on convertible notes payable we issued in October of 2021 (2021 - $Nil).
Net
Loss
During
the three months ended June 30, 2022, we incurred net loss of $779,268, as compared to net loss of $334,855 we incurred during the three-month
period ended June 30, 2021. This change mainly resulted from $313,417 in stock-based compensation we recorded during the three-month
period ended June 30, 2022 (2021 - $Nil), $174,830 accretion expense associated with the beneficial conversion discount we recognized
on convertible notes payable we issued in October of 2021 (2021 - $Nil), $163,284 loss on revaluation of our equity investments in WRR
Shares, as opposed to $312,971 loss we recognized in the comparative period, and $56,325 loss we recognized on the sale of WRR Shares
during the same period (2021 - $315 gain).
On
a year-to-date basis, our loss increased by $100,376 from $242,505 we incurred during the six-month period ended June 30, 2021, to $342,881
we incurred during the six-month period ended June 30, 2021. This change mainly resulted from $358,191 in stock-based compensation we
recorded during the six-month period ended June 30, 2022 (2021 - $Nil), and $301,392 accretion expense associated with the beneficial
conversion discount we recognized on convertible notes payable we issued in October of 2021 (2021 - $Nil), which were in part offset
by $203,850 gain on revaluation of our equity investments in WRR Shares, as opposed to $222,589 loss we recognized in the comparative
period, and $211,530 gain we recognized on the sale of WRR Shares during the same period (2021 - $315).
Liquidity
and Capital Resources
| |
June 30, 2022 | | |
December 31, 2021 | |
| |
| | |
| |
Current assets | |
$ | 1,467,041 | | |
$ | 1,442,670 | |
Current liabilities | |
| 1,991,322 | | |
| 1,791,539 | |
Working capital deficit | |
$ | (524,281 | ) | |
$ | (348,869 | ) |
As
of June 30, 2022, we had a cash balance of $1,424,053 and working capital deficit of $524,281 with cash flows used in operations totaling
$200,902 for the period then ended. During the six months ended June 30, 2022, our operations were funded with cash on hand. The cash
that we had on hand at June 30, 2022, was generated by selling WRR Shares and from the issuance of convertible notes payable due in 12
months, which we issued in October 2021. Our operating activities did not generate sufficient cash flows to satisfy our cash requirements
for the six-month period ended June 30, 2022. Due to the exploration rather than the production nature of our business, there is no assurance
that we will be able to generate sufficient cash from our operations. If we are unable to generate sufficient cash flow from our operations
to repay the amounts owing when due, we may be required to continue selling our equity investments in WRR or raise additional financing
by borrowing funds or issuing our equity. There can be no assurance that we will be successful in our efforts to raise additional capital.
Cash
Flow
| |
Six Months Ended June 30, | |
| |
2022 | | |
2021 | |
Cash flows used in operating activities | |
$ | (200,902 | ) | |
$ | (51,539 | ) |
Cash flows generated by investing activities | |
| 204,658 | | |
| 2,152 | |
Cash flows provided by financing activities | |
| 400 | | |
| - | |
Effects of foreign currency translation on cash | |
| (967 | ) | |
| 18,408 | |
Net increase/(decrease) in cash during the period | |
$ | 3,189 | | |
$ | (30,979 | ) |
Net
cash used in operating activities
Our
net cash used in operating activities increased by $149,363, or 290%, to $200,902 for the six months ended June 30, 2022, compared with
$51,539 for the comparative period in 2021. During the six months ended June 30, 2022, we used $140,616 to cover our cash operating costs,
$12,104 to decrease our accounts payable and accrued liabilities, $27,000 to decrease amounts due to our related parties, and $21,182
to increase our prepaid expenses, of which $39,250 were associated with prepaid share issuance costs related to our offering of up to
12,500,000 units (the “Units”) of our securities pursuant to Regulation A. Each Unit will be comprised of one common share
(a “common share”), and one common share purchase warrant (a “warrant”) to purchase one additional common share
(a “warrant share”) at an exercise price of $1.20 per warrant share, subject to certain adjustments, over a 24-month exercise
period following the date of issuance of the warrants.
During
the six months ended June 30, 2021, our net cash used in operating activities increased by $27,828, or 117%, to $51,539, compared with $23,711 for the comparative period in 2020. During the six months ended June 30, 2021, we
used $38,639 to cover our cash operating costs, $9,600 to decrease our accounts payable and accrued liabilities, and $3,300 to
increase our prepaid expenses.
Adjustments
to reconcile net loss to net cash used in operating activities
During
the six months ended June 30, 2022, we recognized $203,850 gain on revaluation of fair value of equity investments associated with
WRR Shares and recorded $211,530 gain on sale of 7,026,500 WRR Shares for net proceeds of $614,658 (CAD$769,400). In addition, we
recognized $967 loss on foreign exchange fluctuations associated with cash we held in high-interest savings account at a major
Canadian bank, and recorded $301,392 in accretion expense associated with the discount on the convertible notes payable we issued in
October 2021. In addition, we recorded $358,191 in stock-based compensation associated with the par-value shares we issued to our
directors on December 30, 2021. We also used $42,905 cash to pay interest accrued on a convertible note payable.
During
the six months ended June 30, 2021, we recognized $222,589 loss on revaluation of fair value of equity investments associated with WRR
Shares and WRR Warrants and recorded $315 gain on sale of 21,000 WRR Shares for net proceeds of $2,152 (CAD$2,659). In addition, we recognized
$18,408 gain on foreign exchange fluctuations associated with cash we held in high-interest savings account at a major Canadian bank.
Net
cash generated by investing activities
During
the six-month period ended June 30, 2022, we generated $614,658 on the sale of 7,026,500 WRR Shares. During the same period, we used
$410,000 to acquire our mineral property interests.
During
the six-month period ended June 30, 2021, we generated $2,152 from the sale of 21,000 WRR Shares.
Net
cash generated by financing activities
During
the six-month period ended June 30, 2022, we received $400 from the sale of 4,000,000 par-value shares to two of our directors, which
shares were considered sold on December 30, 2021, however, we received cash payment from the directors subsequent to December 31, 2021.
During
the six-month period ended June 30, 2021, we did not generate any funds from our financing activities.
Going
Concern
At
June 30, 2022, we had a working capital deficit of $524,281 and cash on hand of $1,424,053, which is sufficient enough to support our
current plan of operations for the next 12-month period. Our equity investments include 511,750 WRR Shares (3,070,500 pre-roll back WRR
Shares). We have been using WRR Shares and are planning to continue to use them as a source of additional cash inflow. To support our
operations beyond the 12-month period we may require additional funds; therefore, we continue to actively pursue other means of financing
our operations through equity and/or debt financing. There can be no assurance that we will be able to procure funds sufficient to support
our day-to-day operations and exploration programs. If operating difficulties or other factors (many of which are beyond our control)
delay our realization of revenues or cash flows from operations, we may be limited in our ability to pursue our business plan. Moreover,
if our resources from obtaining additional capital or cash flows from operations, once we commence them, do not satisfy our operational
needs or if unexpected expenses arise due to unanticipated pressures or if we decide to expand our business plan beyond its currently
anticipated level or otherwise, we will require additional financing to fund our operations, in addition to anticipated cash generated
from our operations. Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available
or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop
or enhance our business or otherwise respond to competitive pressures would be significantly limited. In a worst-case scenario, we might
not be able to fund our operations or to remain in business, which could result in a total loss of our stockholders’ investment.
If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders
would be reduced, and these newly issued securities might have rights, preferences or privileges senior to those of existing stockholders.
Impact
of Inflation
We
believe that inflation has had a negligible effect on operations over the past fiscal quarter.
Capital
Expenditures
During
the six months ended June 30, 2022, we used $20,000 to make an initial cash payment to acquire Swales Property, $20,000 to make the first
anniversary payment on Agai-Pah Property, and further $20,000 to make the first anniversary payment on Belshazzar Property. In addition,
we made a $350,000 one-time cash payment to acquire 2% NSR on Palmetto Project.
The
Company expended no amounts on capital expenditures for the six months ended June 30, 2021.
Unproved
Mineral Properties
As
of the date of this Quarterly report on Form 10-Q, our mineral property interests are comprised of the Lazy Claims Property, the Loman
Property, and the Agai-Pah Property located in Mineral County, Nevada, the Swales Property located in Elko County, Nevada, and the Belshazzar
Property located in Quartzburg mining district, Boise County, Idaho. In addition, we acquired a 2% NSR on the Palmetto Project, located
in Esmeralda County, Nevada, and have an option to acquire 100% interest of Target Minerals, Inc’s (“Target”) 1% production
royalty on the Olinghouse Project, located in the Olinghouse Mining District, Washoe County, Nevada.
Lazy
Claims Property
We
acquired the Lazy Claims Property through an exploration lease agreement with Tarsis Resources US Inc. (“Tarsis”), a Nevada
corporation, dated for reference August 2, 2017 (the “Lazy Claims Agreement”). The Lazy Claims Agreement grants us a right
to conduct exploratory work for minerals on three Lazy Claims totaling 60 acres located in Mineral County, Nevada about 18 miles southeast
of the town of Hawthorne (the “Lazy Claims”).
The
term of the Lazy Claims Agreement is ten years and is subject to extension for an additional two consecutive 10-year terms. Full consideration
for the Lazy Claims Agreement consists of the following: an initial cash payment of $1,000 to Tarsis, which we paid upon the execution
of the Lazy Claims Agreement, with $2,000 payable to Tarsis on each subsequent anniversary of the effective date. We agreed to pay Tarsis
a 2% production royalty (the “Lazy Claims Royalty”) based on the gross returns from the production and sale of minerals from
the Lazy Claims Property. Should the Lazy Claims Royalty payments to Tarsis be in excess of $2,000 per year, we will not be required
to pay a $2,000 annual minimum payment.
Loman
Property
In
December 2019 we acquired 27 unpatented mining claims for a total of $10,395 from a third-party (the “Loman Property”). Due
to certain regulatory restrictions associated with COVID-19 pandemic, the Company was required to delay the re-registration of the Loman
Property claims into the Company’s name. The Loman claims were transferred and re-registered into the Company’s name in the
fourth quarter of the fiscal 2021.
Agai-Pah
Property
On
May 19, 2021, we entered into exploration lease with option to purchase agreement (the “Agai-Pah Agreement”) with MSM Resource,
L.L.C., (“MSM”) a Nevada limited liability Corporation on the Agai-Pah Property, consisting of 20 unpatented mining claims
totaling 400 acres, located in Mineral County, Nevada about 10 miles northeast of the town of Hawthorne
(the “Agai-Pah Property”). Alan Day, the managing member of MSM, is also our director and a related party.
The
term of the Agai-Pah Agreement commenced on May 19, 2021, and continues for ten years, subject to our right to extend the Agai-Pah Agreement
for two additional terms of ten years each, and subject to the Company’s option to purchase the Agai-Pah Property.
Full
consideration of the Agai-Pah Agreement consists of the following: (i) an initial cash payment of $20,000 to be paid within 90 days from
the execution of the Agai-Pah Agreement on May 19, 2021 (the “Effective Date”), and (ii) annual payments of $20,000 to be
paid on the anniversary of the Effective Date while the Agai-Pah Agreement remains in effect. We retain the exclusive option and right
to acquire 100% ownership of the Agai-Pah Property (the “Agai-Pah Purchase Option”). To exercise the Agai-Pah Purchase Option,
we will be required to pay $750,000 (the “Agai-Pah Purchase Price”). The Agai-Pah Purchase Price can be paid in either cash
and/or equity, or a combination thereof, at the election of MSM. The annual payments paid by us, shall not be applied or credited against
the Purchase Price.
We
made the initial cash payment of $20,000 on November 6, 2021, pursuant to a verbal extension granted to the Company by MSM. On June 20,
2022, we made the first anniversary payment on the Agai-Pah Property, being $20,000.
Belshazzar
Property
On
June 4, 2021, we entered into exploration lease with option to purchase agreement (the “Belshazzar Agreement”) with Belshazzar
Holdings, L.L.C., (“BH”) a Nevada limited liability Corporation on the Belshazzar Property, consisting of ten unpatented
lode mining claims and seven unpatented placer mineral claim totaling 200 acres, within Quartzburg mining district, in Boise County,
Idaho (the “Belshazzar Property”). Alan Day, the managing member of BH, is also our director and a related party.
The
term of the Belshazzar Agreement commences on June 4, 2021, and continues for ten years, subject to our right to extend the Belshazzar
Agreement for two additional terms of ten years each, and subject to our option to purchase the Belshazzar Property.
Full
consideration of the Belshazzar Agreement consists of the following: (i) an initial cash payment of $20,000 to be paid within 90 days
from the execution of the Belshazzar Agreement on June 4, 2021 (the “effective date”), and (ii) annual payments of $20,000
to be paid on the anniversary of the Effective Date while the Belshazzar Agreement remains in effect. We retain the exclusive option
and right to acquire 100% ownership of the Belshazzar Property (the “Belshazzar Purchase Option”). To exercise the Belshazzar
Purchase Option, we will be required to pay $800,000 (the “Belshazzar Purchase Price”). The Belshazzar Purchase Price can
be paid in either cash and/or equity, or a combination thereof, at the election of BH. The annual payments paid by us to BH, shall not
be applied or credited against the Belshazzar Purchase Price. The Belshazzar Property is subject to a 1% Gross Returns Royalty payable
to the property owner, from the commencement of commercial production subject to certain terms.
We
made the initial cash payment of $20,000 on November 6, 2021, pursuant to a verbal extension granted to the Company by BH. On June 20,
2022, we made the first anniversary payment on the Belshazzar Property, being $20,000.
Swales
Property
On
December 27, 2021, we entered into an exploration lease with option to purchase agreement (the “Swales Property Agreement”)
with Mr. W. Wright Parks III., (“Mr. Parks”) on the Swales Property, consisting of 40 unpatented lode mining claims totaling
800 acres (the “Swales Property”).
The
term of the Agreement commenced on December 27, 2021, and continues for ten years, subject to the Company’s right to extend the
Swales Property Agreement for two additional terms of ten years each, and subject to the Company’s option to purchase the Swales
Property.
Full
consideration of the Swales Property Agreement consists of the following: (i) an initial cash payment of $20,000 to be paid within 90
days from the execution of the Belshazzar Agreement on December 27, 2021 (the “effective date”), and (ii) annual payments
of $20,000 to be paid on the anniversary of the Effective Date while the Swales Property Agreement remains in effect.
The
Company has the exclusive option and right to acquire 100% ownership of the Swales Property (the “Swales Purchase Option”).
To exercise the Swales Purchase Option, the Company will be required to pay $750,000 (the “Swales Purchase Price”). The Swales
Purchase Price can be paid in either cash and/or equity of the Company, or a combination thereof, at the election of Mr. Parks. The annual
payments paid by the Company to Mr. Parks, shall not be applied or credited against the Swales Purchase Price.
We
made the initial cash payment of $20,000 on January 15, 2022.
Olinghouse
Project
On
December 17, 2021, our wholly-owned subsidiary, Nevada Canyon, LLC, entered into an Option to Purchase Agreement (the “Olinghouse
Agreement”) with Target Minerals, Inc (“Target”), to acquire 100% interest of Target’s 1% production royalty
on the Olinghouse Project.
The
Company has the exclusive right and option (the “Olinghouse Purchase Option”), exercisable at any time during the Olinghouse
Option Period, as further defined below, at its sole discretion, to acquire 100% of a 1% production royalty from the net smelter returns
on all minerals and products produced from certain properties comprising the Olinghouse Project.
The
term of the Olinghouse Purchase Option shall be the later of one year, or 60 days after the date on which the Company delivers to Target
a written notice to exercise the Olinghouse Purchase Option, subject to further extension if Target’s conditions to closing are
not fully satisfied or otherwise waived by the Company. Full consideration of the Olinghouse Agreement consists of the following: (i)
an initial cash option payment of $200,000 payable upon execution of the Agreement, which we paid on December 18, 2021, and (ii) purchase
price (the “Olinghouse Purchase Price”) which shall be paid by the Company to Target in either cash or common shares of the
Company, the determination of which shall be as follows:
|
● |
if the Company’s
10-day volume weighted average price (“VWAP”) Calculation is less than $1.25 per share, the Olinghouse Purchase Price
shall be paid in cash; or |
|
● |
if the Company’s
10-day VWAP Calculation is more than $1.25 per share, the Olinghouse Purchase Price shall be paid in the form of 2,000,000 Shares
of the Company’s common stock. |
Palmetto
Project
On
January 27, 2022, our wholly-owned subsidiary, Nevada Canyon, LLC, entered into a Royalty Purchase Agreement (the “Royalty Agreement”)
with Smooth Rock Ventures, LLC, a wholly-owned subsidiary of Smooth Rock Ventures Corp. (“Smooth Rock”), to acquire a 2%
net smelter returns royalty (“NSR”) on the Palmetto Project (the “Palmetto Project”), located in Esmeralda County,
Nevada. Alan Day, our director, is also a director and CEO of Smooth Rock.
To
acquire the 2% NSR on the Palmetto Project, Nevada Canyon agreed to pay Smooth Rock a one-time cash payment of $350,000, which was paid
on February 7, 2022.
Off-Balance
Sheet Arrangements
None.
Use
of Estimates
Areas
where significant estimation judgments are made and where actual results could differ materially from these estimates are the carrying
value of certain assets and liabilities which are not readily apparent from other sources and the classification of net operating loss
and tax credit carry forwards.
We
evaluate impairment of our long-lived assets by applying the provisions of ASC No. 360. In applying those provisions, we have not recognized
any impairment charge on our long-lived assets during the three-month period ended June 30, 2022.
Item
3. Quantitative and Qualitative Disclosures about Market Risk
As
a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information
required by this item.
Item
4. Controls and Procedures
(a)
Evaluation of Disclosure Controls and Procedures
We
conducted an evaluation, under the supervision and with the participation of the Chief Executive Officer, who is also our Chief Financial
Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(f) under the Securities Exchange
Act of 1934 as amended (the “Exchange Act”)). Based on this evaluation, the Chief Executive Officer, who is also our Chief
Financial Officer, concluded that our disclosure controls and procedures as of the end of the fiscal quarter covered by this quarterly
report on Form 10-Q were not effective to ensure that information required to be disclosed by us in reports that we file or submit under
the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission
rules and forms.
(b)
Changes in Internal Controls over Financial Reporting
During
the quarter ended June 30, 2022, there has been no change in internal control over financial reporting that has materially affected,
or is reasonably likely to materially affect, our internal control over financial reporting.
Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
Inherent
Limitations of Internal Controls
Our
internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with the GAAP. Our internal control over financial
reporting includes those policies and procedures that:
|
● |
pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; |
|
|
|
|
● |
provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with the GAAP, and that
our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and |
|
|
|
|
● |
provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material
effect on the financial statements. |
Management
does not expect that our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed
and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative
to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance
that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in
future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions,
or that the degree of compliance with the policies or procedures may deteriorate.