Current Report Filing (8-k)
01 February 2022 - 10:09PM
Edgar (US Regulatory)
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2022-01-27
2022-01-27
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported) January 27, 2022
NEVADA
CANYON GOLD CORP.
(Exact
Name of Registrant as Specified in its Charter)
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Nevada
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000-55600
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46-5152859
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(State or other jurisdiction
of incorporation)
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(Commission
File number)
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(IRS Employer
Identification No.)
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316
California Ave., Suite 543, Reno, NV 89509
(Address
of principal executive offices) (zip code)
Registrant’s
telephone number, including area code (888) 909-5548
(Former
name or former address, if changed since last report.)
Copies
to:
Janus
Capital Law Group
Attn.:
Deron Colby, Esq.
22
Executive Park, Suite 250
Irvine,
California 92614
Phone:
(949) 633-8965
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(g) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.0001 par value
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NGLD
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OTC
Markets (Pinks)
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ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Purchase
agreement to acquire net smelter returns royalty.
On
January 27, 2022, Nevada Canyon Gold Corp. (“Nevada Canyon” or the “Company”), through its wholly owned subsidiary,
Nevada Canyon, LLC, entered into a Royalty Purchase Agreement (the “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 “Project”), located in Esmeralda County, Nevada.
To
acquire the 2% NSR on the Palmetto Project, Nevada Canyon agreed to pay Smooth Rock a one-time cash payment of USD$350,000. The agreement
is subject to final documentation and the Company expects the transaction to close on or before February 7, 2022.
Mr.
Alan Day, the Company’s member of the board of directors, is also a member of the board of directors of Smooth Rock, therefore
Mr. Day abstained from voting on approval of the Agreement for both companies.
A
copy of the Agreement dated January 27, 2022, is attached as Exhibit 10.14 hereto.
ITEM
7.01 REGULATION FD DISCLOSURE
On
January 31, 2022, the Company issued a news release announcing it had 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% NSR on the Palmetto Project,
located in Esmeralda County, Nevada, and further described in Item 1.01 of this Form 8-K. A copy of the news release is attached as Exhibit
99.1 hereto.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
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NEVADA
CANYON GOLD CORP.
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By:
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/s/
Jeffrey Cocks
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Jeffrey Cocks
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President and Chief Executive Officer
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Date:
January 31, 2022
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