Filed 2026-03-31 · Period ending 2025-12-31 · 50,628 words · SEC EDGAR
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# Nevada Canyon Gold Corp. (NGLD) — 10-K **Filed:** 2026-03-31 **Period ending:** 2025-12-31 **Accession:** 0001493152-26-013949 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1605481/000149315226013949/) **Origin leaf:** ccb7f7097eacc183175163a603d8e8d3e0b42efedafe3649b84ddfb20d857764 **Words:** 50,628 --- ** UNITED STATES** **SECURITIES AND EXCHANGE COMMISSION** **Washington, D.C. 20549** **FORM 10-K** **ANNUAL REPORT under SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** **For the fiscal year ended: December 31, 2025** **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 or other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) | | 5655 Riggins Court, Suite 15, Reno, NV 89502 (Address of principal executive offices) (Zip Code) Registrants telephone number, including area code: (888) 909-5548 Securities registered pursuant to Section 12(b) of the Act: | Common Stock, $0.0001 par value per share | | None | | | (Title of Each Class) | | (Name of Each Exchange on Which Registered) | | Securities registered under Section 12(g) of the Exchange Act: Common Stock, $0.0001 par value Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T ( 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer or a small. See definition of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one): | Large accelerated filer | Accelerated filer | | | Non-accelerated filer | Smaller reporting company | | | | Emerging growth company | | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrants most recently completed second fiscal quarter: **$18,118,461 based on average of closing bid and ask for Nevada Canyon Gold Corp. shares on June 30, 2025.** The number of shares of the registrants common stock issued and outstanding as of March 31, 2026, was 28,482,216. | | | **** **table of contents** | PART I | | | | Item 1. Description of Business. | 1 | | | Item 1A. Risk Factors. | 22 | | | Item 1B. Unresolved Staff Comments. | 39 | | | Item 1C. Cybersecurity. | 39 | | | Item 2. Properties. | 39 | | | Item 3. Legal Proceedings. | 39 | | | Item 4. Mine Safety Disclosures. | 39 | | | PART II | | | | Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. | 40 | | | Item 6. Selected Financial Data. | 40 | | | Item 7. Managements Discussion and Analysis of Financial Conditions and Results of Operations. | 40 | | | Results of Operations | 40 | | | Off-Balance Sheet Arrangements | 44 | | | Recent Accounting Pronouncements | F-9 | | | Item 7A. Quantitative and Qualitative Disclosures about Market Risk. | 44 | | | Item 8. Financial Statements and Supplementary Data. | 44 | | | Financial Statements | 45 | | | Report of Independent Registered Public Accounting Firm | F-1 | | | Balance Sheets | F-2 | | | Statements of Operations | F-3 | | | Statement of Stockholders Equity | F-4 | | | Statements of Cash Flow | F-5 | | | Notes to the Financial Statements | F-6 | | | Item 9. Controls and Procedures. | F-19 | | | Item 9B. Other Information. | F-19 | | | PART III | | | | Item 10. Directors, Executive Officers and Corporate Governance. | 46 | | | Item 11. Executive Compensation | 49 | | | Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | 52 | | | Item 13. Certain Relationships and Related Transactions, and Director Independence. | 52 | | | Item 14. Principal Accountant Fees and Services. | 53 | | | PART IV | | | | Item 15. Exhibits, Financial Statement Schedules. | 54 | | | CERTIFICATION PURSUANT TO SECTION 302 (a) OF THE SARBANES-OXLEY ACT OF 2002 | | | | CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ENACTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 | | | | | | **** **CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS** The information contained in this Annual Report on Form 10-K includes some statements that are not purely historical and that are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), and as such, may involve risks and uncertainties. These forward-looking statements relate to, among other things, expectations of the business environment in which we operate, perceived opportunities in the market and statements regarding our mission and vision. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. You can generally identify forward-looking statements as statements containing the words anticipates, believes, continue, could, estimates, expects, intends, may, might, plans, possible, potential, predicts, projects, seeks, should, will, would and similar expressions, or the negatives of such terms, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The forward-looking statements contained herein are based on various assumptions, many of which are based, in turn, upon further assumptions. Our expectations, beliefs and forward-looking statements are expressed in good faith on the basis of managements views and assumptions as of the time the statements are made, but there can be no assurance that managements expectations, beliefs or projections will result or be achieved or accomplished. In addition to other factors and matters discussed elsewhere herein, the following are important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements: technological advances, impact of competition, dependence on key personnel and the need to attract new management, effectiveness of cost and marketing efforts, acceptances of products, ability to expand markets and the availability of capital or other funding on terms satisfactory to us. We disclaim any obligation to update forward-looking statements to reflect events or circumstances after the date hereof. For a discussion of the risks, uncertainties, and assumptions that could affect our future events, developments or results, you should carefully review the Risk Factors set forth under *Item 1. Description of Business*. In light of these risks, uncertainties and assumptions, the future events, developments or results described by our forward-looking statements herein could turn to be materially different from those we discuss or imply. **** | | | **** **PART I** **Item 1. Description of Business** **Organization** Nevada Canyon Gold Corp. (the Company) was originally incorporated on February 27, 2014, in the state of Nevada as Tech Foundry Ventures. On July 8, 2016, the Company changed its name to Nevada Canyon Gold Corp., in order to reflect its current business and strategy. We are a US-based natural resource company headquartered in Reno, Nevada. The Company has a large, strategic land position and royalties, in multiple projects, within some of Nevadas highest-grade historical mining districts. Majority of the Companys projects and royalties (collectively, the Projects) are located within the state of Nevada which is rated as one of the best places to explore and mine in the world. The Projects all have excellent year-round access, with good infrastructure in proven and active mining districts. We have never been party to any bankruptcy, receivership or similar proceeding, nor have we undergone any material reclassification, merger, consolidation, purchase or sale of a significant amount of assets not in the ordinary course of business. Our principal business, executive, and registered statutory office is located at 5655 Riggins Court, Suite 15, Reno, NV 89502. Our telephone number is (888) 909-5548, fax is (888) 909-1033, and email contact is info@nevadacanyongold.com. Our website address is www.nevadacanyongold.com. **** **Business** Nevada Canyon has a three-fold business model: (1) Exploration project accelerator; (2) mineral royalty acquisitions; and (3) precious metals streaming. An exploration project accelerator means finding under-valued or distressed assets, providing initial investment capital for geological and exploration work, then selling the assets to other mining companies for premium returns without large capital expenditures. In this model, Nevada Canyon retains a royalty, recovers its costs, and avoids the high cost of putting mines into production. This can create short-term upside value in these assets at very low risk while retaining a long-term royalty at a very low-cost basis. Nevada Canyons geological team discovers, interprets, and builds the geological models, then increases the land package through additional land acquisitions. The mineral resources are increased and upgraded, followed by the sale to larger mining companies. Nevada Canyons second business model is the acquisition of mineral property royalties (net smelter royalties or NSRs). The Company plans to generate revenue from selling mineral properties to mining companies while retaining a long-term royalty for the life of the mine. This business model also includes the purchase of existing royalties from third parties as well as optioned sales of properties that provide ongoing revenue and eventual royalties. Nevada Canyon will stake and/or assemble drill-ready land packages for mining companies to explore and develop, then sell those claims while retaining a royalty. Nevada Canyon will also option exploration properties to mining or exploration companies for staged payments to the Company while retaining a royalty. Lastly, Nevada Canyon will also acquire royalties related to producing or near-term producing properties with close proximity to producing mines. The Companys third business model is a precious metals streaming company. A precious metals streaming company provides up-front capital for mine development in exchange for a percentage of the precious metals output at a below-market cost, in some instances up to an 80% discount to market. Nevada Canyon can then sell what it receives from its partners at market prices and retain the difference as profit. Subject to securing additional financing, Nevada Canyon has identified numerous gold and silver streaming opportunities and is not tied to the performance of any one producer. Most importantly, streaming companies are instant beneficiaries of rising physical metal prices. For example, the average cash cost per gold equivalent ounce (GEO) is $400 for Nevada, based on comparable operating streaming Companies. This offers investors cost predictability, direct leverage to increasing precious metals prices and a high-quality asset base within Nevada. This portion of our business model offers investors commodity price leverage and exploration upsides with a much lower risk profile than a traditional mining company. | 1 | | Nevada Canyon management (Management) has vast contacts within the mining industry and extensive experience in mineral property acquisitions and divestitures with over 30 years experience operating in Nevada. This gives us the unique ability to assemble valuable land packages near producing mines, which can then be sold to the mine operators while retaining a life-of-mine royalty. Nevada Canyon can generate near-term revenue through mineral property sales and generate long-term revenue through life-of-mine royalties. This strategy allows for the bypass of the risk and expense of exploration programs and/or large production capital costs while keeping our overhead low. We believe this multi-level business model is a significant improvement on the typical project generator/joint venture model. It allows the Company to maintain a large portfolio of properties and generate significant deal flow. Shareholder value is highly leveraged to the price of gold. As prices increase, we anticipate seeing growth in the value of our properties, the cash flow from our option portfolio, our equity investments in mid-tier/junior companies, and a higher market valuation on our growing royalty portfolio and the blue sky of our exploration programs. We also hope this revenue generating, low overhead business model will also allow Nevada Canyon the ability to grow. As of the date of this Annual report on Form 10-K, our mineral property interests are comprised of the Lazy Claims Property, the Loman Property, and the Agai-Pah Property in Nevada, and the Belshazzar Property in Idaho. We hold a 1% production royalty on the Olinghouse Project, a 2% net smelter returns royalty (NSR) on the Palmetto Project, a 2% NSR on the Lapon Canyon Project, a 1% NSR on 36 Sleeper claims, a 2% NSR on the Pikes Peak Project, and a 2% NSR on the Swales Property, all located in Nevada. Additionally, we are party to an agreement with Walker River Resources LLC under which we are earning a 50% interest in the Lapon Gold Project through a three-year, $5 million exploration spend agreement. The Company is presently focused on the exploration of the Lapon Canyon Project under an exploration stream earn-in agreement with Walker River Resources, which is further described in the *Mineral Property* *Interests;* Lapon Canyon Exploration Stream Earn-in Project section of this Annual Report on Form 10-K. Remaining mineral property interests are considered secondary, and exploration efforts on these may be rescheduled to accommodate exploration programs scheduled for Lapon Canyon Project. The Companys mineral property interests are shown in Figure 1 below: ***** **Table 1 **the Companys mineral property and royalty interests summary **** | 2 | | **** | Property | | Type | | Location | | Size in acres | | | Book Value | | | | | | | | | | | | | | | | | Mineral Property Interests | | | | | | | | | | | Lazy Claims Property(1) | | Exploration lease | | Section 20, T.7N, R.32E MDM in Mineral County, Nevada | | | 60 | | | $ | - | | | | | | | | | | | | | | | | | | | Loman Property | | 100% owned | | Sections 20-23 & 26-29 T.7N, R.32E MDM in Mineral County, Nevada | | | 600 | | | | 10,395 | | | | | | | | | | | | | | | | | | | Agai-Pah Property | | Exploration lease | | Sections 2-3 & 10-11, T.10N, R.30E MDM in Mineral County, Nevada | | | 400 | | | | 100,000 | | | | | | | | | | | | | | | | | | | Belshazzar Property | | Exploration lease | | Sections 17&18, T.7N, R.4E MDM in Boise, Idaho | | | 200 | | | | 100,000 | | | | | | | | | | | | | | | | | | | Sub-total Mineral Property Interests | | | 1,260 | | | | 210,395 | | | | | | | | | | | | | | | | | | | Royalty Interests | | | | | | | | | | | | | | | Palmetto Project | | 2% NSR royalty | | Sections 7-9 & 17-21, T1S, R34E., MDM in Esmeralda County | | | 2,217 | | | | 350,000 | | | | | | | | | | | | | | | | | | | Olinghouse Project | | 1% NSR royalty | | Sections 2, 3, 9-11, 14-23 & 27-32 T.21N., R.22 & 23E., MDM, in Washoe County | | | 6,000 | | | | 1,740,000 | | | | | | | | | | | | | | | | | | | Lapon Canyon (including Sleeper claims) | | 2% NSR royalty (1%NSR royalty) | | Sections 20&21, T8N, R28E., MDM, in Mineral County, Nevada | | | 1,920 | | | | 325,000 | | | | | | | | | | | | | | | | | | | Pikes Peak | | 2% NSR royalty | | Sections 4, T8N, R28E., MDM, in Mineral County, Nevada | | | 720 | | | | 150,000 | | | | | | | | | | | | | | | | | | | Swales Property | | 2% NSR royalty | | Section 16, T.35N, R.53E., MDM in Elko County, Nevada. | | | 2,780 | | | | - | | | | | | | | | | | | | | | | | | | Sub-total Royalty Interests | | | 13,637 | | | | 2,565,000 | | | | | | | | | | | | | | | | | | | Total Size and Book Value of All Mineral Property and Royalty Interests | | | 14,897 | | | $ | 2,775,395 | | | (1) Lazy Claims Property is adjacent to the Loman Property, and therefore is not indicated on the map included in Figure 1 **** **Mineral Property Interests** **Lazy Claims Property (Exploration Phase)** On August 2, 2017, we entered into an exploration lease agreement (the Lazy Claims Agreement) with Tarsis Resources US Inc. (Tarsis), a Nevada corporation, to lease rights to three Lazy Claims totaling 60 acres (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 of 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. As of the date of this Annual Report on Form 10-K, we retain our leasing rights to the Lazy Claims. | 3 | | As of December 31, 2025, the total cost of the Lazy Claims Property was $Nil, and had no plant or equipment associated with it. Location and means of access The Lazy Claims consist of three claims (60 acres) and are located within the Walker Lane shear zone, a 60-mile-wide structural corridor extending in a southeast direction from Reno, Nevada. The property is located in section 20, T.7N, R.32E MDM in Mineral County approximately 13 miles southeast of the town of Hawthorne, NV. The Lazy Claims Property has established infrastructure and year-round access via U.S. Highway 95. The Lazy Claims are located adjacent to the Companys Loman Property and therefore are included as part of the Loman Property map included in Figure 2 below. Geology The US Geological Survey has mapped the area and has published the results as Miscellaneous Field Studies maps, MF 1485 and MF 1486. Mapped units include Paleozoic metasediments, Mesozoic sediments and intrusions, and Cenozoic volcanic rocks and porphyry intrusions. Like most of the Walker Lane, the area has a strong system of N50W- trending, normal and strike-slip faults along with a series of generally NE-trending thrust faults. The area has seen prospecting since the late 1800s and contains hundreds of prospect pits and adits that explore various styles of base and precious metal mineralization. The published USGS geologic quadrangle map for the Pamlico mine area, (MF 1485, MF 1486, Oldow, 1985), shows the eastern portion of the Lazy Claims project area underlain by a thick, undivided sequence of folded and faulted Mesozoic and or Paleozoic volcanic and sedimentary rocks. The western portion of the project is underlain by Jurassic- to Triassic-age Sunrise and Gabbs Formations comprising interbedded limestones and calcareous mudstones. Locally, black Tertiary basalt caps the older rocks. The structural fabric is dominated by NW-trending, Walker Lane structures and by an older N70o E fabric, several phases of strongly altered and locally mineralized intrusive rocks as well as zones of jasperoids and strong silicification has been identified. Mineralization Previous work on the project has identified the following discrete zones of mineralization: (1) the Lazy Man gold zone which is a structurally-controlled, intrusion-related gold deposit that produced about 1,200 oz Au from NW-trending, high grade zones partially hosted by altered rhyolite dikes, (2) areas of strong vuggy silica alteration in both intrusive porphyritic rocks and volcanic agglomerates particularly in the footwall of the Lazy Man zone, (3) a large area of barite and copper mineralization with intense bleaching east of the gold zone, (4) strong copper showings to the southeast of the gold zone, (5) the Loman antimony mine to the southwest of the gold zone, (6) skarn zones to the west of the gold zone, (7) a large zone of strong IP response to the west of the gold zone, and (8) a pyrrhotite porphyry intrusion west of the gold zone. Exploration history The Lazy Claims cover several past-producing small-scale high-grade mines, altered and mineralized zones discovered by geological compilations and mapping of the historical workings, discovered by the previous exploration on the Project. The previous sampling on the project has revealed the presence of copper, bismuth, and antimony as well as pervasive lower grade gold mineralization, cut by vein structures (some previously mined) of higher-grade gold. Previous induced polarization surveys also denoted the presence of significant coincident I.P. anomalies. The Lazy Claims Property hosts the historic small scale past producing Lazy Man Mine. Numerous exploration targets exist within the Property. In addition, The Lazy Claims Property is in close proximity to several past producing mines including Bodie, Aurora, Borealis, Pamlico, Evening Star, Mabel, Mindoro and Camp Douglas Mines. Below is a summary of previous exploration of identified mineralized areas within the properties. | 4 | | Lazy Man Mine* The main structure that the mine workings explore has an N35oW trend and dips about 60o to the southwest. The vein was discovered in 1933 by a local prospector. The mine is credited with historic production of about 1,200 ounces of gold from 2,800 feet (853 m) of underground workings. The three main shafts explore about 1,000 feet (304 m) of strike length on the vein, and the shafts extend to a maximum depth of 300 feet (91 m). The workings have been mapped and sampled in some detail by Congdon and Carey in 1974, and many multi-ounce gold values are noted in the remaining vein material. One 4.9 foot-long (1.5 m) sample from a crosscut on the 300 level contained 2.2 oz Au/ton (68.4g/t). The high-grade veins occur within a broader zone of intense quartz-sericite alteration, which has previously been mapped as rhyolite. Most of the mine dumps are composed of this rhyolite, and Congdon and Carey measured approximately 8,000 tons of this material containing from 0.09 to 0.21 oz Au/ton (3.07 to 7.1 g/t Au). Gold occurs in iron oxide-filled fractures along with druzy quartz veinlets, and there is occasionally visible gold. Detailed mapping around the old workings of the Lazy Man mine has delineated a zone of intense acid-leaching in intrusive porphyritic rocks and volcanic agglomerates primarily in the footwall of the vein. The rock now has a porous and vuggy appearance; this style of alteration is interpreted to be Vuggy Silica alteration that is typical of the upper levels of high-sulfidation ore deposits. Surrounding the vuggy silica zone is a zone of strong argillic alteration. Recent work has discovered previously unrecognized mineralized zones east of and parallel to the Lazy Man vein that contain silicified, brecciated outcrops assaying 2.26 g/t Au and 8,150 ppm As. These zones have been traced for over 1,200 feet (365 m) and are up to 60 feet (18 m) wide. Exploration program In 2020 we completed a portion of the Phase I exploration program on the Lazy Claims Property, which consisted of reconnaissance prospecting, geological mapping, surface trenching, and relocating historical workings. Completion of the Phase I program was initially scheduled for spring of 2021, however, due to the restrictions associated with past COVID-19 pandemic, the phase was put on hold. The Company intends to resume Phase I later in 2025. Phase I program will provide accurate modern data to assist in the planning of the Phase II drill program. **Loman Property (Exploration Phase)** In December 2019 we acquired 27 unpatented mining claims for a total of $10,395 (the Loman Property). As of December 31, 2025, the total cost of the Loman Property was $10,395, and had no plant nor equipment associated with it. ***** **Figure 2: The Loman Property, location** | 5 | | Location and means of access The Loman Property is located in sections 20-23 & 26-29 T.7N, R.32E MDM, within Mineral County, approximately 13 miles southeast of the town of Hawthorne, NV, within the Walker Lane shear zone, a 60-mile-wide structural corridor extending in a southeast direction from Reno, Nevada, along U.S. Highway 95. The project has excellent year-round access and infrastructure within Mineral County, one of the most pro-mining counties and highest-grade gold districts of Nevada. The Loman Property consists of 27 unpatented mining claims having a combined area of approximately 540 acres. The Loman Property covers several past producing small-scale high-grade gold and copper mines, altered and mineralized zones discovered by previous geological compilations and mapping of the historical workings. Historical sampling on the project has revealed the presence of copper, bismuth, and antimony as well as pervasive lower grade gold mineralization, cut by vein structures (some previously mined) of higher-grade gold. Previous geophysical surveys also denoted the presence of significant coincident I.P. and magnetic anomalies. These factors clearly demonstrate the potential of this relatively unexplored project for the discovery of gold mineralization. The Loman Property is located near several past producing mines including the Bodie, Aurora, Borealis, Pamlico, Evening Star, Mabel, Mindoro and Camp Douglas Mines. Held by private interests for most of its history, the Loman Property remains very underexplored with a potential for new discoveries on several exploration targets with multiple zones. Exploration program In 2020 we completed a portion of our Phase I program that consisted of reconnaissance prospecting, geological mapping, surface trenching, relocating historical workings and ground based geophysical surveying. Completion of the Phase I program will provide accurate modern data to assist in the planning of the Phase II drill program. Phase I was initially expected continue in the spring 2021, with Phase II to begin shortly after the compilation of the Phase I results. Due to the restrictions and subsequent lack of available contractor personnel associated with COVID-19 pandemic, Phase I was put on hold. The Company plans to resume exploration later in 2026 consisting of reconnaissance prospecting, geological mapping, and surface sampling. **Agai-Pah Property (Exploration Phase)** On May 19, 2021, we entered into an exploration lease with an option to purchase agreement (the Agai-Pah Property Agreement) with MSM Resource, L.L.C., (MSM) a Nevada limited liability Corporation on the Agai-Pah Property, consisting of 20 unpatented mining claims totaling 400 acres (the Agai-Pah Property). Alan Day, the managing member of MSM, is the CEO and chairman of the board of the Company. The term of the Agai-Pah Property Agreement commenced on May 19, 2021, and continues for ten years, subject to the Companys right to extend the Agai-Pah Property Agreement for two additional terms of ten years each, and subject to the Companys option to purchase the Property. Full consideration of the Agai-Pah Property Agreement consists of the following: (i) an initial cash payment of $20,000 to be paid within 90 days from the execution of the Agai-Pah Property Agreement on May 19, 2021 (the Effective Date), and (ii) annual payments of $20,000 to be paid on the anniversary of the Effective Date while the Agai-Pah Property Agreement remains in effect. The Company has the exclusive option and right to acquire 100% ownership of the Agai-Pah Property (the Agai-Pah Purchase Option). To exercise the Agai-Pah Purchase Option, the Company will be required to pay $750,000 (the Agai-Pah Purchase Price). The Agai-Pah Purchase Price can be paid in either cash and/or equity of the Company, or a combination thereof, at the election of MSM. The annual payments paid by the Company to MSM, shall not be applied or credited against the Purchase Price. As at December 31, 2025, the Company had recorded $100,000 in acquisition costs associated with the Agai-Pah Property. As of December 31, 2025, the total cost of the Agai-Pah Property was $100,000 and had no plant nor equipment associated with it. | 6 | | **Figure 3: The Agai-Pah Property, location** **** **** **** Location and means of access The Agai-Pah Property consists of 20 unpatented mining claims with a combined area of 162 hectares (400 acres). The Agai-Pah Property is located in sections 2-3 & 10-11, T.10N, R.30E MDM, in the northwestern portion of the Gillis Range, within the Buckley Mining District, in Mineral County, Nevada, 13 miles north-east of the town of Hawthorne, and 22 miles SW of the Rawhide Mine. The Property is within the Walker Lane shear zone, a 60-mile-wide structural corridor extending in a southeast direction from Reno, Nevada. The project has excellent year-round access and infrastructure within Mineral County, Nevada. Geology and Mineralization The Agai-Pah Property is underlain by meta-volcanic rocks of the Permo-Triassic Excelsior Formation. The local stratigraphy consists of interbedded volcanics, conglomerate and occasional limestone lenses that have been altered through metamorphism to hornfelsic greenstones and localized calcsilicate and marble skarns. The area is cross cut by a large northwest to southeast structural trend, with the mineralization occurring along this trend and along skarn contacts. Mineralization occurs as hydrothermal alteration and veining along structures and along contacts with carbonate rocks. Silver, lead, copper and gold mineralization are found within clay altered shears, quartz veins and hornfelsic scarns. In the west central portion of the Agai-Pah Property, a quartz vein is exposed within a small open pit which exhibits visible chlorargyrite (AgCl). Exploration history The Agai-Pah Property contains numerous historical workings consisting of underground workings with multi-level vertical shafts, several adits at different sub-levels, declines and a number of prospects pits that dig along structures. An existing road network provides access to the numerous historical workings. Historical sampling on the project has revealed the presence of silver, copper, gold, lead, zinc, barium and barite. There have been at least two periods of mining on the property, with the first in the early 1900s, and then later in the late 1980s. The early 1900s, work consisted of excavation of at least 15 adits, 5 vertical shafts, declines and numerous prospects pits that dig along structures. | 7 | | The second episode of mining took place in the late 1980s when a small pit was excavated, and ore material was mined and transported approximately 2 miles to the west to a small heap leach. During this time about two kilometers of roads were built, several large trenches were completed, and a number of shallow drill holes (12+) were drilled. All the drill holes noted during this historical work were vertical and most were drilled in the hanging wall of the ore-bearing structures. An extensive sampling program was undertaken in early 1988, evidenced by aluminum sample tags widely spaced in the areas of alteration. No historical data has been found from any of this historical exploration work. Exploration program During the year ended December 31, 2024, the Company began Phase I of the Agai-Pah exploration program, which consisted of reconnaissance prospecting, geological mapping, and surface sampling on the property. This initial Phase I exploration program wrapped up in January of 2025 and provided modern data to assist in the planning of the Phase II exploration program, which commenced later in 2025. Additional reconnaissance prospecting and geological mapping was conducted both on the property and regionally in late 2025. The Phase I & II reconnaissance programs were designed to expand and provide confirmation of historical geological mapping and sampling programs on the Property. Initial prospect sampling returned up to 1,829 g/t (58.8 oz/t) silver (Ag) from an exposed mineralized vein on a surface outcrop. Of the samples collected from surface outcrops that focused on mineralized shear zones and associated quartz veins, five samples returned significant results, which are detailed in the table below: | Sample Number | | | Material | | | Au g/t | | | Ag g/t | | | Cu g/t | | | Zn g/t | | | Pb g/t | | | Sb g/t | | | | 009282 | | | | Outcrop | | | | 0.026 | | | | 0.7 | | | | 63 | | | | 30 | | | | 290 | | | | 9 | | | | 009283 | | | | Outcrop | | | | 0.012 | | | | 0.4 | | | | 85 | | | | 66 | | | | 51 | | | | 5 | | | | 009284 | | | | Outcrop | | | | 0.004 | | | | 5.1 | | | | 55 | | | | 223 | | | | 186 | | | | 197 | | | | 009285 | | | | Outcrop | | | | 0.752 | | | | 1132.0 | | | | 2014 | | | | 2390 | | | | 11514 | | | | 3441 | | | | 009286 | | | | Outcrop | | | | 0.546 | | | | 1829.0 | | | | 2142 | | | | 2965 | | | | 9213 | | | | 3472 | | | During the year ended December 31, 2025, the Company paid $4,000 (2024 - $4,307) in annual mining claim fees. In addition, during the year ended December 31, 2025, the Company spent $9,757 in exploration expenses associated with the exploration program on Agai-Pah Property (2024 - $14,933). **Belshazzar Property (Exploration Phase)** On June 4, 2021, we entered into an exploration lease with an option to purchase agreement (the Belshazzar Property Agreement) with Belshazzar Holdings, L.L.C., (Belshazzar) a Nevada limited liability Corporation on the Belshazzar Property, consisting of ten unpatented lode mining claims and seven unpatented placer mineral claims totaling 200 acres (the Belshazzar Property). Alan Day, the managing member of Belshazzar, is the CEO and chairman of the board of the Company. The term of the Belshazzar Property Agreement commenced on June 4, 2021, and continues for ten years, subject to the Companys right to extend the Belshazzar Property Agreement for two additional terms of ten years each, and subject to the Companys option to purchase the Belshazzar Property. Full consideration of the Belshazzar Property Agreement consists of the following: (i) an initial cash payment of $20,000 to be paid within 90 days from the execution of the Belshazzar Property Agreement on June 4, 2021 (the effective date), and (ii) annual payments of $20,000 to be paid on the anniversary of the Effective Date while the Belshazzar Property Agreement remains in effect. The Company has the exclusive option and right to acquire 100% ownership of the Belshazzar Property (the Belshazzar Purchase Option). To exercise the Belshazzar Purchase Option, the Company will be required to pay $800,000 (the Belshazzar Purchase Price). The Belshazzar Purchase Price can be paid in either cash and/or equity of the Company, or a combination thereof, at the election of Belshazzar. The annual payments paid by the Company to Belshazzar, shall not be applied or credited against the Belshazzar Purchase Price. The Belshazzar Property is subject to a 1% Gross Returns Royalty payable to the property owner, from the commencement of commercial production subject to certain terms. As at December 31, 2025, the Company had recorded $100,000 in acquisition costs associated with the Belshazzar Property. | 8 | | As of December 31, 2025, the total cost of the Belshazzar Property was $100,000, and had no plant nor equipment associated with it. **** **Figure 4: The Belshazzar Property, location** Location and means of access The Belshazzar Property consists of 10 unpatented mineral claims and 7 placer mineral claims in a combined area of approximately 200 acres located in sections 17&18, T.7N, R.4E MDM situated along the upper reaches of Fall Creek within the Quartzburg mining district about 25 miles north-northeast of Boise, Idaho. The Belshazzar Property is accessed via 16 miles of mostly gravel road from Idaho City, with year-round access. The Quartzburg district is in the western part of a larger mining region known as the Boise Basin, which produced over 2.8 million troy ounces of gold from placer and lode mines (Anderson, 1947). Geology and Mineralization The Boise Basin is underlain by Cretaceous-age plutonic rocks of the Idaho Batholith, consisting chiefly of biotite granodiorite and muscovite-biotite granite. Stocks of platonic rocks of the Eocene age, including diorite, quartz monzodiorite, hornblende-biotite granodiorite, gabbro and biotite granite have intruded into the Idaho Batholith. The Belshazzar and Mountain Chief mines are situated at opposite ends of a northeast-striking, mineralized shear zone in Cretaceous biotite granodiorite of the Idaho Batholith. Three roughly parallel fissure veins have been identified within this shear zone, with the Belshazzar being the central and most prominent. The Centennial vein lies 680 feet to the south and has received only a limited amount of underground development work from the Belshazzar mine. A third vein is located approximately 600 feet to the north of the Belshazzar vein and has seen only limited prospecting from the surface. Exploration history The Belshazzar Property hosts the past producing Belshazzar mine. Approximately 3,000 feet of underground workings consisting of several adits at different levels, sub-levels with connecting vertical shafts and milling facilities. By 1914, the Belshazzar mine had its own boarding house, bunk house, barn, assay office, blacksmith shops, sawmill and IO-stamp mill. Construction of a new mill was completed in 1924. A 1,700-foot-long aerial tramway connected ore bins at the No. 2 portal with the mill on Fall Creek (Quinn, 1914) remains of a tram terminal can still be seen at the No. 2 portal and at the site of the original mill (Dan Turmes, Idaho Dept. of Environmental Quality, 2008) The last known production from the Belshazzar mine was reported in 1941 (Mitchell, 2008). Exact production figures for the mine are not available. | 9 | | As early as 1914, high grade specimen rock was being reported from the Belshazzar mine (Quinn 1914), this material was found in the drift on the No. 3 level. A reported (Campbell,1927) nugget which yielded $245 in gold, equivalent at the time to almost 12 ounces. During 1928, it was noted that some remarkably rich segregations of native gold had been found in a section of the vein between the 401 and No. 3 levels. Several hand-sorted lots of this material contained between 48 and 435 ounces of gold, and one single specimen of pure metal reportedly weighed 105 ounces (Mitchell, 2008). Some of the ore was so rich that it was shipped directly to the assay office in Boise without treatment. Most of the specimen gold found at the Belshazzar was probably melted down, as few specimens are known to have survived from the active mining period ending in 1931. In recent years, a waste rock dump located near the portal of the mines 401-foot level has, with the aid of modern metal detectors, produced hundreds of wire gold specimens, ranging from microscopic in size to over 20 troy ounces. Total recent gold specimen production to-date is unknown but is probably well in excess of 800 ounces of gold Exploration program The Company has completed planning for an initial Phase I exploration program later in 2026. Phase I of the exploration program on the Belshazzar Property will consist of reconnaissance prospecting, geological mapping, surface trenching, and relocating historical workings. Once completed, the Phase I program will provide accurate modern data to assist in the planning of the Phase II exploration program. Phase II will consist of a ground-based geophysical survey and final compilation of all the Phase I results. During the year ended December 31, 2025, we paid $3,200 (2024 - $3,475) in annual mining claim fees. In addition, during the year ended December 31, 2025, we incurred $2,294, respectively, in exploration expenses associated with the Belshazzar Property (2024 - $500). **** **Swales Property (Exploration Phase)** 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 Swales Property Agreement commenced on December 27, 2021, and was to continue for ten years, subject to the Companys right to extend the Swales Property Agreement for two additional terms of ten years each, and subject to the Companys option to purchase the Swales Property. Full consideration of the Swales Property Agreement consisted of the following: (i) an initial cash payment of $20,000 to be paid within 90 days from the execution of the Swales Property Agreement on December 27, 2021 (the effective date), and (ii) annual payments of $20,000 to be paid on the anniversary of the Effective Date while the Swales Property Agreement remains in effect. The Company had the exclusive option and right to acquire 100% ownership of the Swales Property (the Swales Purchase Option). To exercise the Swales Purchase Option, the Company was required to pay $750,000 (the Swales Purchase Price). The Swales Purchase Price could have been paid in either cash and/or equity of the Company, or a combination thereof, at the election of Mr. Parks. The annual payments paid by the Company to Mr. Parks, would not be applied or credited against the Swales Purchase Price. At December 31, 2024, the Company accrued the third $20,000 anniversary payment, which was paid on February 27, 2025. On June 9, 2025, we entered into a Property Asset Purchase Agreement to sell our right to the Swales Property Agreement for a total consideration of $100,000 cash and the grant of a 2% net smelter royalty on the initial 40 claims included in the Swales Property, and an additional 99 unpatented mining claims acquired by the purchaser and added to the Swales Property. The Company recognized a gain on the sale of mineral interest of $20,000 for the year ended December 31, 2025. | 10 | | During the year ended December 31, 2024, we paid $8,547 in annual mining claim fees, which were recorded as part of the Companys exploration expenses. We did not incur any additional exploration expenses associated with the Swales Property during the year ended December 31, 2025. **** **Figure 5: The Swales Property, location** **** Location and means of access The Swales Property, as initially acquired by the Company, comprised 40 unpatented mining claims covering 800 acres. After the sale of the Property on June 9, 2025, the Swales Property was expanded by acquiring an additional 99 claims, increasing the total area to 2,780 acres. The Swales Property is located in section 16, T.35N, R.53E., MDM within the Carlin Trend, one of the richest mining districts in the world, and home to some of the largest gold mines in the US. The property is approximately 13 miles northeast of Nevada Gold Mines Gold Quarry Mine and 16 miles east southeast of Nevada Gold Mines Goldstrike Mine, all of which are located along the gold rich Carlin Trend. The Swales Property has excellent year-round access and infrastructure within Elko County, one of the most pro-mining counties in the pro-mining states and one of the highest-grade gold districts of Nevada. Geology and Mineralization Geologically, the Swales Property is underlain by Upper plate Ordovician Vinini Formation (upper plate of the Roberts Mountains thrust) with windows of Lower plate Mississippian to Silurian Roberts Mountains Formation limestone (Lower plate of Roberts Mountains thrust), the ideal host rocks for a Carlin type gold deposit. These rocks have been intruded by Tertiary rocks identified as Monzonite porphyry to the west of the property with many prospects and historic mining. Much of the property is covered by alluvium, but silicified, iron stained jasperoids are found throughout the property where outcrops are exposed. Small gold anomalies occur in the upper plate rocks at Swales Mountain which suggests the possibility of more extensive deposits in the Roberts Mountains Formation where it lies concealed by gravels or in the broken rock within the Roberts Mountains thrust. Exploration history The Swales Property contains numerous historical workings consisting of prospects pits that dig along structures found throughout the Swales Property where outcrops are exposed. The Swales Property is located within the Carlin Trend, one of the richest mining districts in the world, and home to some of the largest gold mines in the USA. There are currently eight producing gold mines within the Carlin Trend. Collectively, these mines have to date produced over 100 million ounces of gold (Nevada Bureau of Mines 2019) and still contain more than 21 million ounces of gold reserves. (Nevada Gold Mines, LLC Carlin Complex 2020). | 11 | | Exploration program The Company planned to begin the Phase I exploration program in 2025. However, it abandoned its exploration plans as a result of the sale of the Swales Property in June of 2025. **** **Royalty Interests** **Olinghouse Project (Development and Exploration Phase)** On December 17, 2021, our wholly owned subsidiary, Nevada Canyon, LLC, entered into an Option to Purchase Agreement (the ****Olinghouse Agreement) with Target Minerals, Inc (Target), to acquire 100% interest of Targets 1% production royalty on the Olinghouse Project. Under the terms of the Olinghouse Agreement, we were required to make an initial cash option payment of $200,000 on execution of the Agreement, which we paid on December 18, 2021. On December 23, 2022, Target agreed to extend the Olinghouse Purchase Option for an additional one-year term, expiring on December 17, 2023, for a one-time cash payment of $40,000. On August 14, 2024, we made the final $1,500,000 option payment, based on the amended Olinghouse Agreement, on the transfer of the Royalty Deed in our name. Following the transfer of the 1% production royalty interest, we have no further obligations under the Olinghouse Agreement. During the year ended December 31, 2025, we did not incur any expenses associated with the Olinghouse Project. As of December 31, 2025, the total cost of the Olinghouse Project was $1,740,000. We had no plant nor equipment associated with Olinghouse Project. **** **Figure 6: The Olinghouse Project, location** **** **** | 12 | | Location and means of access The Olinghouse Project is located in sections 2, 3, 9-11, 14-23 & 27-32 T.21N., R.22 & 23E., MDM, in Washoe County approximately 30 miles east of Reno, Nevada, in the Olinghouse mining district, and consists of approximately 6000 acres of patented and unpatented claims. The project has excellent year-round access via state roads with existing infrastructures in place. Exploration history In the late 1990s, the Olinghouse Project was operated by Alta Gold, which completed a feasibility study in 1997. The Olinghouse Project hosts a historic geologic resource (Alta Gold Feasibility Study 1997) based on over 600 drill holes collared at 100 ft. centers. Nevada Canyon considers this historical estimate to be reliable and relevant; however, a qualified person has not done sufficient work to classify the estimate as a current estimate of mineral resources, and therefore it is not treating this historic estimate as current compliant mineral resources. A large portion of the Olinghouse Property remains relatively unexplored. The historical mineralized resource is open at depth and along strike. The Olinghouse Project has excellent potential to increase the current gold resources in excess of 1M ounces. During the years ended December 31, 2025 and 2024, the Company did not incur any expenses associated with the Olinghouse Project. **Palmetto Project (Exploration Phase)** On January 27, 2022, the Companys 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. 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. As of December 31, 2025, the total cost of the Palmetto Project was $350,000. The Company did not have any plant nor equipment associated with Palmetto Project. **Figure 7: The Palmetto Project, location** **** | 13 | | Location and means of access The Palmetto Project consists of 116 unpatented mining claims totaling 2,217 acres located in sections 7-9 & 17-21, T1S, R34E., MDM within Esmeralda County, Nevada, in the southern portion of the Walker Lane gold trend. Exploration history The Palmetto Project hosts a historic geologic resource completed by the Palmetto Projects owner, Smooth Rock Ventures Corp (Smooth Rock). Smooth Rock engaged WSP Canada Inc. (WSP) to complete a resource estimation of the Palmetto Project (Palmetto Resource Estimation and Technical Report, McCracken, October 20, 2020) using drill data up to October 2017 and applying certain economic constraints. The current mineral resource statement was updated by WSP to reflect a change in gold pricing and an adjustment in the mining costs in the generation of the constraining pit shells. Nevada Canyon considers this historical estimate to be reliable and relevant; however, it was not prepared in accordance with Item 1300 of Regulation S-K, and therefore, it is not treating this historic estimate as current compliant mineral resources. The Palmetto Project has had significant exploration work completed to date by Newmont Gold, Phelps Dodge Corp, Cambior Inc., Romarco Minerals, Curran Corp., Amselco Minerals, Escape Gold Group Inc., and most recently by ML Gold Corp. To date, 173 drill holes totaling 43,940 meters have been completed on several targets within the Palmetto Project. The initial Discovery Hole was drilled by Phelps Dodge in 1988, and bonanza gold-silver veins were subsequently drilled by Romarco Minerals in 1997-2002. There are several additional mineralized zones hosting significant grades within close proximity to the inferred resource zones. These zones have yet to be included in the resource estimate due to drilling density. Smooth Rock sees these areas having immediate potential to significantly increase the overall resource on the Palmetto Project by increasing the drilling density between mineralized shells. Evidence suggests that there is significant potential to expand the resource in multiple directions. Exploration program On February 22, 2021, Smooth Rock commenced an initial four-hole diamond drill program. The program was designed to expand the current resource by drilling the mineralized zones laterally and at depth, to extend the present known mineralization. Drilling also targeted the high-grade feeder chutes contained in deformation corridors, paralleling the main structural trends, and explored other areas of the Palmetto Project outside of the inferred resource area. Highlights included drill hole SRV 21-01 returning 31.4 g/t Au over 6.5 meters, including 44.3g/t Au over 0.8 meters, and 122.5 g/t Au over 1.1 meters from a depth of approximately 85 meters. Drill hole SRV 21-02 returned 1.73 g/t Au over 2.8 meters, at a depth starting at 102.4 meters. The 2021 drill results align with Smooth Rocks interpreted geological model, based on the compilation of all historical data from previous drilling and exploration programs. The information from the compilation and interpretation of the 2021 drill program greatly aided in acceleration of drilling, geological mapping and understanding of the gold mineralization at the Palmetto Project. In May 2022, Smooth Rock began a drill program, which was designed to expand the current resource by extending the known mineralized zones laterally and at depth. Drilling targeted the high-grade feeder chutes and explored other areas of the project outside of the inferred resource area. The drill program was hampered by drill rig breakdowns, extensive technical drilling issues with ground water, loose broken ground, and the inability of the drill crew to successfully mud any of the holes in order to reach the drill holes targeted depths. A total of seven holes were drilled, with none of the seven holes achieving their targeted depths, two of the seven holes drilled were abandoned before hitting bedrock. Consequently, the Smooth Rock ended the drill program early with only a total drilled footage of 2,095 feet (638.5m) of a planned 5,000-7,500-foot drill program. The highlights of the 2022 drill program included the drill hole SRV 22-09, which returned 10.98 g/t Au over 9.2 meters, from a depth of 88.4 meters, including 18.87 g/t Au over 4.6 meters, from a depth of 89.9 meters. This drill hole was drilled over 32 meters west northwest of drill hole SRV 21-01, demonstrating the continuity and flat lying nature of the gold mineralization. | 14 | | During the year ended December 31, 2024, Smooth Rock undertook a follow-up in-depth review and compilation of all previous drill programs at the Palmetto Project with a view of designing a robust follow-up drill program with a suitable drilling contractor at the Palmetto Project. Due to challenging market conditions, Smooth Rock decided to postpone the program to allow for improved overall market conditions, which will enable Smooth Rock to secure additional financing. During the years ended December 31, 2025 and 2024, the Company did not incur any expenses associated with the Palmetto Project. Swales Project (Exploration Phase)* ** On June 9, 2025, the Company entered into a Property Asset Purchase Agreement to sell its right to the Swales Property Agreement for a total consideration of $100,000 cash and the grant of a 2% net smelter royalty on the initial 40 claims included in the Swales Property, and an additional 99 unpatented mining claims acquired by the purchaser and added to the Swales Property. Please refer to the *Swales Project*discussion included in the *Mineral Property Interests* section of this Annual Report on Form 10-K. ** **Lapon Canyon Project (Exploration Phase)** **** On May 24, 2024, Nevada Canyon, LLC entered into a Royalty Purchase Agreement with Walker River Resources, LLC (Walker River), a wholly owned subsidiary of Walker River Resources Corp., to acquire a 2% NSR on the Lapon Canyon Project, (the Lapon Canyon Project) for a one-time cash payment of $300,000. **Figure 8: The Lapon Canyon Project, location** * The Lapon Canyon Project consists of 96 unpatented lode mining claims administered by the Bureau of Land Management, totaling 1,920 acres located in sections 20&21, T8N, R28E., MDM identified as the Sleeper and Lapon Rose claim groups situated in Mineral County, Nevada, within the northern portion of the Walker Lane gold trend. The Lapon Canyon Project is easily accessible by secondary state roads from the main highway and is located approximately 45 miles southeast of Yerington, Nevada. In order to finalize the Royalty Purchase Agreement, we were required to acquire an additional 1% NSR from two individuals who held NSR on the 36 Sleeper claims that are included in the Lapon Canyon Project. We paid $25,000 for a 1% NSR on 36 Sleeper claims. | 15 | | As of December 31, 2025, the total cost of the Lapon Canyon Project was $325,000. **Pikes Peak Project (Exploration Phase)** On June 12, 2024, we acquired a 2% NSR on the Pikes Peak Project (the Pikes Peak Project) from Walker River, who owns a 100% undivided interest in the Pikes Peak Project, which was acquired by Walker River in 2019 through staking 36 claims in vicinity of its Lapon Canyon Project. **Figure 9: The Pikes Peak Project, location** The Pikes Peak Project consists of 36 unpatented lode mining claims administered by the Bureau of Land Management, totaling 720 acres located in section 4, T8N, R28E., MDM, situated in Mineral County, Nevada, within the northern portion of the Walker Lane gold trend. The Pikes Peak Project is easily accessible by secondary state roads from the main highway and is located approximately 40 miles southeast of Yerington, Nevada. To acquire the NSR on the Pikes Peak Project, we made a one-time cash payment of $150,000. As of December 31, 2025, the total cost of the Pikes Peak Project was $150,000. The Company did not have any plant nor equipment associated with the Pikes Peak Project. Due to the proximity of the Lapon Canyon and Pikes Peak Projects, Walker River considers them as one project and therefore exploration programs combine information on both these projects. **** Exploration Program* 2020-21 Exploration Program **** In late 2020 Walker River completed a ten-hole reverse circulation (RC) drill program which was halted at the New Year break. During the first quarter of its 2021 fiscal year, Walker River resumed the drill program and announced drill results from the 2020/21 RC drill program in the second quarter of its 2021 fiscal year. Drill hole LC 21-65 returned 3.45 grams per tonne of gold (Au) over 30.5 metres from a depth of 33.5 metres. This was a significant hole as it was drilled approximately 150 metres from the nearest intercept. It also included a higher-grade intercept of 9.65 grams per tonne Au over 1.5 metres, which appears to be on strike with the high-grade corridor located approximately 500 metres to the west. Drill hole LC 21-61 returned 1.22 grams per tonne Au over 7.6 metres from surface. This hole was significant as it demonstrated mineralization in granite. Highlights from previous 2021 drill results from the Lapon Gold Project include Drill hole LC21-58 returned 9.45 g/t Au over 16.8 meters, at a depth of approximately 15 meters. LC21-57 returned 1.02 g/t Au over 24.4 meters, and 2.12 g/t Au over 9.2 meters, at depths starting at approximately 9 meters. LC20-53 returned 1.04 g/t Au over 59.5 meters, at a depth starting at 7.6 meters. LC20-50 returned 1.42 g/t Au over 13.7, at a depth of starting at 12 meters. | 16 | | During December 2021, Walker River completed regional geological surveys on some of the remote portions of the Lapon Gold Project. 2022 Exploration Program **** On March 31, 2022, Walker River received drill results from the late 2021 RC drill program. Drill results confirmed the discovery of a new high-grade gold-mineralized zone, now called the Hotspot area. LC 21-80 returned 7.62 grams per tonne gold over 48.8 metres, including 77.16 g/t Au over 4.5 metres. LC 21-81 returned 5.68 g/t Au over 60.9 metres, including, 17.76 g/t Au over 18.3 metres, and 99.7 g/t Au over 1.5 metres. LC 21-82 returned 1.84 g/t Au over 122 metres, including 8.61 g/t Au over 9.2 metres, and 4.28 g/t Au over 47.3 metres, the latter two results being in granite. The hole ended in gold mineralization at 122 metres. In September 2022, Walker River restarted its RC drilling program at the Pikes Peak portion of the Lapon Project. A seven-to-ten-hole program was planned. On November 3, 2022, Walker River provided an update on its RC drill program at the Lapon Gold Project. A total of 17 drill holes were completed, and sample preparation of the drill holes has been finalized, with over 1300 samples submitted to certified laboratory facilities in Sparks, NV. 2023 Exploration Program **** On February 1, 2023, Walker River announced drill results from the late 2022 RC drill program: RC Drill hole LC 22-92 returned 1.65 g/t Au over 97.6 meters at a depth of 24.4 meters including 26.95 g/t Au over 3 meters from a depth of 57.9 meters. RC Drill hole LC 22-94 returned 1.10 g/t Au over 73.2 meters at a depth of 32 meters. RC Drill hole LC 22-93 returned 1.25 g/t Au over 24.4 meters at a depth of 39.6 meters. RC Drill hole LC 22-91 returned 1.05 g/t Au over 35.5 meters at a depth of 27.4 meters. 2024 RC Drill Program During 2024, Walker River carried out an exploration- and definition-focused Reverse Circulation (**RC**) drill program. Drill holes were planned with the intent to define the extent and geometry of the mineralized system and to test for new mineralized zones along strike and at depth. Drilling was carried out in different directions (azimuths) from the same drill pad, for systematic drilling on section, drill pads were placed at every 30 to 60 meters, with up to five holes per pad. In September of 2024, Walker River announced the results of the RC drill program, which included the following key highlights: | | | Drill hole LC-24-100 returned 4.5 g/t Au over 56.5 meters at a depth of 65.5 meters, including an intercept of 20.3 g/t Au over 4.8 metres. The hole was terminated in gold mineralization returning 4.42 g/t Au over 7.7 meters from 114.3 to the end of the hole at 122 meters | | | | | Drill hole LC-24-99 returned 1.17 g/t Au over 73.1 metres starting at a depth of 6.1 metres. This interval included an intercept of 6.9 g/t Au over 6.0 metres | | | | | The assay results demonstrate the robust nature and continuity of the gold mineralized alteration zone at Hotspot, extending the zone from its initial discovery approximately 125 metres laterally east from the and to a depth of 100 m | | | | | Previous and current drilling results continue to define a sub to horizontal geometry of the gold system. High-grade shoots may have developed within the broader mineralized domains. | | | | | Drilling at the Hotspot Zone is carried out in different directions (azimuths) from the same drill pad, with systematic drilling on section with pads placed at every 30 to 60 meters or so, with up to five holes per pad. | | | | | Drilling at Lapon Canyon is on-going, with additional results expected from the Central and Hotspot Zones | | | 17 | | In March of 2025, Walker River announced additional drill results from the RC drill program highlighting the following: | Drill Hole | | From (m) | | | To (m) | | | Width* (m) | | | Gold (g/t) | | | | LC-24-120 | | | 64.0 | | | | 74.7 | | | | 10.7 | | | | 1.11 | | | | incl | | | 71.6 | | | | 73.2 | | | | 1.5 | | | | 5.47 | | | | | | | 128.0 | | | | 152.4 | | | | 24.4 | | | | 0.53 | | | | LC-24-121 | | | 150.9 | | | | 152.4 | | | | 1.5 | | | | 0.62 | | | | | | | 51.8 | | | | 54.9 | | | | 3.1 | | | | 0.58 | | | | LC-24-122 | | | 21.3 | | | | 24.4 | | | | 3.1 | | | | 1.16 | | | | | | | 51.8 | | | | 93.0 | | | | 41.1 | | | | 2.62 | | | | incl | | | 56.4 | | | | 64.0 | | | | 7.6 | | | | 6.81 | | | | and | | | 86.9 | | | | 88.4 | | | | 1.5 | | | | 9.33 | | | | LC-24-124 | | | 0.0 | | | | 7.6 | | | | 7.6 | | | | 0.37 | | | | | | | 117.4 | | | | 123.4 | | | | 6.1 | | | | 1.91 | | | | LC-24-125 | | | 0.0 | | | | 7.6 | | | | 7.6 | | | | 0.41 | | | | | | | 94.5 | | | | 99.1 | | | | 4.6 | | | | 0.56 | | | **Lapon Canyon Exploration Stream Earn-in Project** **** On January 31, 2025, our subsidiary, Nevada Canyon, LLC, entered into an Exploration Stream Earn-in Agreement (the Earn-in Agreement) with WRR to explore and develop the Lapon Canyon Project. The Earn-in Agreement grants us the exclusive right to earn and purchase up to a 50% interest in the Lapon Canyon Project by funding cumulative exploration expenses of $5,000,000 over a three-year period. The Earn-in Agreement provides that, subject to certain conditions, Walker River will grant us an exclusive right to earn and purchase either (i) an undivided 50% interest (the Earned Interest) in the Lapon Canyon Project, or (ii) alternatively, a production royalty in the Lapon Canyon Project. We have the right to accelerate the completion of the Minimum Work Requirements and exercise our Earn-In Right at our discretion. Upon acquisition of the 50% Earned Interest, the parties will form a Nevada limited liability company (the Joint Venture LLC) and contribute the Lapon Canyon Project to the Joint Venture LLC for the joint development and operation. Each party will fund its pro-rata share of future expenditures on the Lapon Canyon Project or face dilution of its interest in the Joint Venture LLC. If a partys interest in the Joint Venture LLC is diluted below 10%, its interest will be converted to a 2% NSR royalty on the Lapon Canyon Project, subject to a buy-down option to 1% exercisable at any time for the payment of $2,500,000. On the closing of the Earn-in Agreement, the $200,000 principal we advanced under the Promissory Note dated December 19, 2024, including accrued interest of $2,835, was deemed satisfied in full and credited toward the deferred exploration expenses obligation for the first annual period. During the year ended December 31, 2025, we incurred $1,596,258 in qualifying exploration expenditures on the Lapon Canyon Project, of which $202,835 incurred during the first quarter ended March 31, 2025, was associated with the note and interest receivable from Walker River. The Company did not incur any expenses associated with the Lapon Canyon Project during the year ended December 31, 2024. *Exploration Program under Earn-in Agreement* In May 2025, Walker River and the Company began the 2025 RC drill program, which was planned to extend known gold-bearing mineralized zones in the Central and Hotspot Zones, as well as to target new areas of mineralization previously untested. **** | 18 | | **** **Highlights of 2025 RC Drilling Program** | | Drill hole LC-25-150 returned3.35 g/t Auover64.0 metersstarting at 149.4 meters, including8.01 g/t Auover19.9 mdemonstrating the robust nature and continuity of the gold mineralization at Lapon Canyon. | | | | Drill hole LC-24-156 returned2.17 g/t Auover86.9 metersstarting at 126.5 meters including3.92 g/t Auover45.7 metresand21.8 g/t Auover4.6 meters | | | | Drill hole LC-25-154 returned1.38g/t Auover68.6 metersstarting at 97.5 meters, including2.29 g/t Auover15.2 meters. | | | | Drill hole LC-25-146 returned2.02 g/t Auover57.9 metersstarting at 132.6 meters | | | | Drill hole LC-25-152 returned1.05 g/t Auover45.7 metresstarting at 125.0 metres. | | | | Notably in LC-25-150, gold mineralization continues at the bottom of the hole, with the final4.6 metersaveraging3.65 g/t Au. | | Previous and current drilling continues to define a sub-to-horizontal geometry of the gold system. High-grade shoots may have developed within the broader mineralized domains. The assay results demonstrate the robust nature and continuity of the gold mineralized alteration zone at Hotspot, extending the zone from its initial discovery approximately 125 metres laterally east from the area to a depth of 100 metres. Both past and current drilling indicate that the gold system is largely sub-horizontal to moderately south-dipping in geometry, with evidence suggesting the presence of more steeply dipping, high-grade shoots developed within the broader mineralized zones. Drilling continues to confirm gold mineralization extends to the south and east of the Hotspot and is hosted in multiple bedrock units beyond the originally interpreted iron-oxide-sericite altered granite. Historically, gold mineralization at Lapon was almost exclusively confined to the altered granite, as demonstrated by both past mining and earlier drilling. The recent 2025 drill results now indicate significant gold mineralization within diorite, monzonite, and granite. In addition, notable chalcopyrite (copper sulphide) has been observed. These findings suggest the potential discovery of a new mineralized zone south and east of the Hotspot, substantially expanding the growth potential of the Lapon Canyon Project. Multi-element geochemistry will be utilized to test the copper potential of Lapons already robust gold system. In addition, 2025 drill programs have resulted in the discovery of intrusive-related gold mineralization at Lapon Canyon, significantly increasing the size potential of the Project with much wider gold intercepts. Prior drill programs had returned higher-grade, narrower intercepts. This discovery indicates a high potential for significant gold emplacement within new, deeper-seated rock units. To advance the understanding of these zones, geophysical surveys are being planned to help identify future drill targets in the deeper-seated intrusive bodies. Results from drilling on the new upper drill roads continue to confirm and extend gold mineralization to the south and the east of the Hotspot zone, these results include: | | 3.05 g/t Auover53.3 mstarting at 117.4 m, including6.67 g/t Au over 18.3 min hole LC-25-163 | | | | 1.49 g/t Auover47.2 mstarting at 86.9 m, including13.8 g/t Au over 1.5 min hole LC-25-162 | | | | 1.14 g/t Auover45.7 mstarting at 88.4 m in hole LC-25-159 | | | | 1.05 g/t Auover29.0 mstarting at 111.3 m in hole LC-25-161 | | | | 1.01 g/t Auover54.8 mstarting at 105.2 m in hole LC-25-164 | | | | 1.03 g/t Auover45.7 mstarting at 79.3 m in hole LC-25-165 | | | | 0.98 g/t Auover19.8 mstarting at 94.5 m in hole LC-25-157 where the gold mineralization is within granite, which is notable. | | Walker River also reported it was notable that the gold encountered in drillholes LC-25-158 to 165 is contained within monzonitic units. The presence of monzonite as the host rock suggests the potential for a monzonite porphyry system deposit types that are associated with very large gold and copper-bearing systems in Nevada. The increased copper content from the multi-element Geochem sampling program also supports this interpretation. The 2025 drill program at Lapon Canyon focused on exploration and resource definition at the existing Hotspot deposit and the extensions of the deposit along strike and down dip. This drilling at Hotspot has significantly expanded the footprint of gold mineralization to the south and the east. Both historical and current drill results continue to indicate that the gold system is predominantly sub-horizontal to moderately south-dipping in geometry, with evidence suggesting the presence of more steeply dipping, high-grade shoots developed within the broader mineralized zones. | 19 | | Other significant results are shown in the table below: | | From | | | To | | | Width* | | | Gold | | | | | | Drill Hole | | (m) | | | (m) | | | (m) | | | (g/t) | | | Notes: | | | | LC-25-157 | | | 94.5 | | | | 114.3 | | | | 19.8 | | | | 0.98 | | | | granite | | | | LC-25-158 | | | 202.7 | | | | 216.4 | | | | 13.7 | | | | 1.74 | | | | | | | | Incl | | | 208.8 | | | | 210.3 | | | | 1.5 | | | | 12.10 | | | | | | | | LC-25-159 | | | 88.4 | | | | 134.1 | | | | 45.7 | | | | 1.14 | | | | | | | | LC-25-160 | | | 160.0 | | | | 176.8 | | | | 16.8 | | | | 0.55 | | | | | | | | LC-25-161 | | | 111.3 | | | | 140.2 | | | | 29.0 | | | | 1.05 | | | | | | | | LC-25-162 | | | 86.9 | | | | 134.1 | | | | 47.2 | | | | 1.49 | | | | | | | | incl | | | 102.1 | | | | 103.6 | | | | 1.5 | | | | 13.8 | | | | | | | | LC-25-163 | | | 117.4 | | | | 170.7 | | | | 53.3 | | | | 3.05 | | | | | | | | incl | | | 135.6 | | | | 153.9 | | | | 18.3 | | | | 6.67 | | | | | | | | LC-25-164 | | | 105.2 | | | | 160.0 | | | | 54.8 | | | | 1.01 | | | | | | | | LC-25-165 | | | 79.3 | | | | 124.9 | | | | 45.7 | | | | 1.03 | | | | | | | | LC-25-166 | | | 158.50 | | | | 166.12 | | | | 7.62 | | | | 1.11 | | | | | | | | LC-25-168 | | | 124.97 | | | | 182.88 | | | | 57.91 | | | | 1.33 | | | | | | | | incl | | | 143.26 | | | | 172.21 | | | | 28.95 | | | | 2.06 | | | | | | | | LC-25-169 | | | 129.54 | | | | 173.74 | | | | 44.20 | | | | 1.64 | | | | | | | | LC-25-170 | | | 88.39 | | | | 89.92 | | | | 1.53 | | | | 7.96 | | | | | | | | | | | 143.26 | | | | 228.60 | | | | 85.34 | | | | 3.79 | | | | | | | | incl | | | 161.54 | | | | 167.64 | | | | 6.10 | | | | 16.49 | | | | | | | | and | | | 196.60 | | | | 202.69 | | | | 6.09 | | | | 10.24 | | | | | | | | LC-25-171 | | | 74.68 | | | | 79.25 | | | | 4.57 | | | | 1.92 | | | | | | | | and | | | 175.26 | | | | 211.84 | | | | 36.58 | | | | 1.05 | | | | | | | ** **Sampled width is presented. True width is estimated to be between 60 and 90 percent of sampled lengths* Results from previous and current (2025) drill programs, including the subsequent data compilation, will enable the completion of an initial NI 43-101 compliant mineral resource on the Lapon Canyon Project. **Quality Assurance (QA/QC)** All sampling was conducted under the supervision of the Companys project geologists and the chain of custody from the drill to the sample preparation facility was continuously monitored. A blank or certified reference material was inserted approximately every tenth sample. The Lapon Canyon samples were delivered to American Assays Laboratories certified laboratory facilities in Sparks, NV. The samples were crushed, pulverized and the sample pulps digested and analyzed for gold using fire assay fusion and a 50 g gravimetric finish. Certain intensely altered samples used a 1 kg pulp screened to 100 microns. Duplicate assay on screen undersize. Assay of entire oversize fraction. Samples are taken and bagged directly at the drill rig at every 1.5-meter interval, standard in the exploration industry. A small sample is also taken at the drill rig and put into a chip tray for examination purposes and to determine those sample bags that should be sent to the lab for assay purposes. Often this work is carried out using a microscope for the examination of the rock chips. The full sample bag from the interval chosen for assay purposes is then sent directly from the drill site to the lab, located in Sparks, NV. The scientific and technical information contained in this Annual Report on Form 10-K has been reviewed, verified and approved by Dave Nuttal P.Geo, President of Geo Exploration Ltd, who is an independent Qualified Person as defined under NI 43-101 Standards of Disclosure for Mineral Projects.**** **** | 20 | | **** **Competition** The mineral exploration business is an extremely competitive industry. We are competing with many other exploration companies looking for minerals. We are one of the smallest exploration companies and a very small participant in the mineral exploration business. Being a junior mineral exploration company, we compete with other similar companies for financing and joint venture partners, and for resources such as professional geologists, camp staff, helicopters, and mineral exploration contractors and supplies. We do not represent a competitive presence in the industry. **Raw Materials** The raw materials for our exploration programs include camp equipment, hand exploration tools, sample bags, first aid supplies, groceries, and propane. All of these types of materials are readily available from a variety of local suppliers. **Dependence on Customers** As a junior royalty, streaming and exploration company, we have no customers. **** **Trademarks and Patents** We have no intellectual property such as patents or trademarks and, other than the obligations under the exploration lease agreements for our mineral claims and the Royalty Agreements as discussed in the Business Description section of this Annual Report, no royalty agreements or labor contracts. **Need for Any Government Approval of Principal Products or Services** Our exploration activities on our exploration projects may require permits from the BLM and several other governmental agencies. We may be unable to obtain these permits in a timely manner, on reasonable terms, or at all. If we cannot obtain or maintain the necessary permits, or if there is a delay in receiving these permits, our timetable and business plan for exploration of our exploration claims will be adversely affected. Furthermore, the mining business is subject to various levels of government controls and regulations, which are supplemented and revised from time to time. We cannot predict what additional legislation or revisions might be proposed that could affect our business or when any proposals, if enacted, might become effective. Such changes, however, could require more operating capital and expenditures and could prevent or delay some of our operations. The various levels of government controls and regulations address, among other things, the environmental impact of mining and mineral processing operations. For mining and processing, legislation and regulations in various jurisdictions establish performance standards, air and water quality emission standards and other design or operational requirements for various components of operations, including health and safety standards. Legislation and regulations also establish requirements for decommissioning, reclaiming and rehabilitating mining properties following the cessation of operations, and may require that some former mining properties be managed for long periods of time. As we are not mining or processing, and are unlikely to do so for some years, we have not investigated these regulations. None of the exploration work that we have completed to date requires an environmental permit, however, we must ensure timely repair of any damage done to the land during exploration. We believe that we are in substantial compliance with all material government controls on our mineral projects. **Research and Development** We have not spent any money on research and development activities. **Employees** At the present time, we do not have any employees other than our officers who devote their time as needed to our business and expect to continue devoting approximately 10 hours per week in 2026. **** | 21 | | **** **Legal Proceedings** From time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. We are not involved in any legal proceedings nor are we aware of any pending or threatened litigation against us. Neither our officers nor our directors are party to any legal proceeding or litigation. None of our directors or our officers have been convicted of a felony or misdemeanor relating to securities or performance in a corporate office. **Item 1A. Risk Factors** We are subject to those financial risks generally associated with early-stage enterprises. Since we have sustained losses since inception, we will require financing to fund our development activities and to support our operations and will independently seek additional financing. However, we may be unable to obtain such financing. We are also subject to risk factors specific to our business strategy and the mining and exploration industry. **RISKS ASSOCIATED WITH OUR COMPANY AND INDUSTRY** **The following are certain risk factors that could affect our business, financial position, results of operations or cash flows. These risk factors should be considered along with the forward-looking statements contained in this Annual Report on Form 10-K because these factors could cause our actual results or financial condition to differ materially from those projected in forward-looking statements. The following discussion is not an all-inclusive listing of risks, although we believe these are the more material risks that we face. If any of the following occur, our business, financial position, results of operations or cash flows could be negatively affected. We caution the reader to keep these risk factors in mind and refrain from attributing undue certainty to any forward-looking statements, which speak only as of the date of this Annual Report.** **We own passive interests in mining properties, and it is difficult if not impossible for us to ensure properties are developed or operated in our best interest.** Aside from properties controlled within our exploration project accelerator, we are not and will not be directly involved in the exploration, development, and production of minerals from, or the continued operation of, the mineral projects underlying royalties, streams and similar interests that are or may be held by us. The exploration, development and operation of such properties is determined and carried out by third party owners and operators and any revenue that may be derived from our asset portfolio will be based on any production by such owners and operators. Third party owners and operators will generally have the power to determine the manner in which the properties are exploited, including decisions regarding feasibility, exploration and development of such properties or decisions to commence, continue or reduce, or suspend or discontinue production from a property. The interests of third-party owners and operators and our interests may not always be aligned. As an example, it will usually be in our interest to advance development and production on properties as rapidly as possible, in order to maximize near-term cash flow, while third party owners and operators may take a more cautious approach to development, as they are exposed to risk on the cost of exploration, development and operations. Likewise, it may be in the interest of owners and operators to invest in the development of, and emphasize production from, projects or areas of a project that are not subject to royalties, streams or similar interests that are or may be held by us. Our inability to control or influence the exploration, development, or operations for the properties in which we hold or may hold royalties, streams and similar interests may have a material adverse effect on our business, results of operations and financial condition. In addition, the owners or operators may take action contrary to our policies or objectives; be unable or unwilling to fulfill their obligations under their agreements with us; or experience financial, operational, or other difficulties, including insolvency, which could limit the owner or operators ability to advance such properties or perform its obligations under arrangements with us. We may not be entitled to any compensation if the properties in which we hold or may hold royalties, streams and similar interests discontinue exploration, development or operations on a temporary or permanent basis. The owners or operators of the projects in which we hold interests may, from time to time, announce transactions, including the sale or transfer of the projects or of the operator itself, over which we have little or no control. If such transactions are completed, it may result in a new operator, which may or may not explore, develop or operate the project in a similar manner to the current operator, which may have a material adverse effect on our business, results of operations and financial condition. The effect of any such transaction on us may be difficult or impossible to predict. | 22 | | None of our royalty and other interests are on currently producing properties and these and any future royalty, streaming or similar interests we acquire, particularly on development stage properties, are subject to the risk that they may never achieve production. None of the properties underlying our royalty and other interests are in production nor do they have established mineral reserves. These and any future royalty, streaming or similar interests we acquire may not achieve production or produce any revenues. While the discovery of gold deposits may result in substantial rewards, few properties that are explored are ultimately developed into producing mines. Major expenditures may be required to locate and establish mineral reserves, to develop metallurgical processes and to construct mining and processing facilities at a particular site. It is impossible to ensure that exploration or development programs planned by the owners or operators of the properties underlying royalties, streams and similar interests that are or may be held by us will result in profitable commercial mining operations. Whether a mineral deposit will be commercially viable depends on several factors, including cash costs associated with extraction and processing; the particular attributes of the deposit, such as size, grade and proximity to infrastructure; mineral prices, which are highly cyclical; government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use and environmental protection; and political stability. The exact effect of these factors cannot be accurately predicted but the combination of these factors may result in one or more of the properties underlying our current or future interests not receiving an adequate return on invested capital. Accordingly, there can be no assurance the properties underlying our current or future interests will be brought into a state of commercial production. The failure of any of the properties underlying our interests to achieve production on schedule or at all would have a material adverse effect on our asset carrying values or the other benefits we expect to realize from our royalties and other interests or the acquisition of royalty interests, and potentially our business, results of operations, cash flows and financial condition. **We have limited or no access to data or the operations underlying our existing or future royalty and other interests.** We are not, and will not be, the owner or operator of any such properties underlying our existing or future royalties, streams and similar interests and have no input in the exploration, development, or operation of such properties. Consequently, we have limited or no access to related exploration, development, or operational data or to the properties themselves. This could affect our ability to assess the value of such interests. This could also result in delays in cash flow from that anticipated by us, based on the stage of development of the properties underlying our existing or future royalties and similar interests. Our entitlement to payments in relation to such interests may be calculated by the royalty payors in a manner different from our projections and we may not have rights of audit with respect to such interests. In addition, some royalties, streams, or similar interests may be subject to confidentiality arrangements that govern the disclosure of information with regard to such interests and, as a result, we may not be in a position to publicly disclose related non-public information. The limited access to data and disclosure regarding the exploration, development, and production of minerals from, or the continued operation of, the properties in which we have an interest may restrict our ability to assess value, which may have a material adverse effect on our business, results of operations and financial condition. We attempt to mitigate this risk by building relationships with various owners, operators, and counterparties, in order to encourage information sharing which we believe increases transparency. **We are subject to many of the risks faced by the owners and operators of our existing or future royalty and other interests.** To the extent that they relate to the exploration, development, and production of minerals from, or the continued operation of, the properties in which we hold or may hold royalties, streams or similar interests, we will be subject to the risk factors applicable to the owners and operators of such mines or projects. | 23 | | Mineral exploration, development and production generally involves a high degree of risk. Such operations are subject to all of the hazards and risks normally encountered in the exploration, development and production of metals, including weather related events, unusual and unexpected geology formations, seismic activity, environmental hazards and the discharge of toxic chemicals, explosions and other conditions involved in the drilling, blasting and removal of material, any of which could result in damage to, or destruction of, mines and other producing facilities, damage to property, injury or loss of life, environmental damage, work stoppages, delays in exploration, development and production, increased production costs and possible legal liability. Any of these hazards and risks and other acts of God could shut down such activities temporarily or permanently. Mineral exploration, development and production is subject to hazards such as equipment failure or failure of retaining dams around tailings disposal areas, which may result in environmental pollution and consequent liability for the owners or operators thereof. The exploration for, and development, mining, and processing of mineral deposits involves significant risks that even a combination of careful evaluation, experience and knowledge may not eliminate. **** **We may fund future acquisitions or other material transactions with equity or debt financings which could increase our debt service, further leverage our assets and/or result in dilution to existing shareholders.** In the ordinary course of business, we engage in a continual review of opportunities to acquire royalties, streams, or similar interests, to establish new royalties, streams or similar interests on operating mines, to create new royalties, streams or similar interests through financing mine development or exploration, or to acquire companies that hold royalty interests. We currently, and generally at any time, have acquisition opportunities in various stages of active review, including, for example, our engagement of consultants and advisors to analyze particular opportunities, analysis of technical, financial, legal and other confidential information, submission of indications of interest and term sheets, participation in preliminary discussions and negotiations and involvement as a bidder in competitive processes. We may consider obtaining debt commitments for acquisition financing. In the event that we choose to raise debt capital to finance any acquisition, our leverage may be increased. We may also issue common shares to fund acquisitions. Issuances of common shares could dilute existing shareholders and may reduce some or all of our per share financial measures. Any such acquisition could be material to us. All transactions include risks associated with our ability to negotiate acceptable terms with counterparties. In addition, any such acquisition or other transaction may have other transaction-specific risks associated with it, including risks related to the completion of the transaction, the project, its operators, or the jurisdictions in which the project is located, and other risks discussed in this Annual Report on Form 10-K. There can be no assurance that any acquisitions completed will ultimately benefit us. **The volatility in gold and other commodity prices may have an adverse impact on the value of our royalty interests.** The value of our royalty interests and the potential future development of the projects underlying our interests are directly related to the market price of gold and other commodity prices. Market prices may fluctuate widely and are affected by numerous factors beyond our control or that of any mining company, including metal supply, industrial and jewelry fabrication, investment demand, central banking economic policy, expectations with respect to the rate of inflation, the relative strength of the dollar and other currencies, interest rates, gold purchases, sales and loans by central banks, forward sales by metal producers, global or regional political, trade, economic or banking conditions, and a number of other factors. Volatility in gold prices is demonstrated by its annual high and low prices over the past decade as reported by the London Bullion Market Association: | | | Gold | | | | | | ($/ounce) | | | | Calendar Year | | High | | | Low | | | | 2016 - 2017 | | $ | 1,366 | | | $ | 1,077 | | | | 2018 - 2019 | | $ | 1,355 | | | $ | 1,178 | | | | 2019 - 2020 | | $ | 1,536 | | | $ | 1,287 | | | | 2020 - 2021 | | $ | 2,067 | | | $ | 1,472 | | | | 2021 - 2022 | | $ | 2,039 | | | $ | 1,629 | | | | 2022 - 2023 | | $ | 2,078 | | | $ | 1,809 | | | | 2023 - 2024 | | $ | 2,786 | | | $ | 1,992 | | | | 2024 - 2025 | | $ | 4,482 | | | $ | 2,632 | | | | 24 | | Declines in market prices could cause an operator to cease or slow down exploration and development activities, reduce, suspend, or terminate production from an operating project or construction work at a development project, which would negatively impact our ability to obtain revenues from our interests in the future. A price decline may result in a material and adverse effect on our business, results of operations and financial condition. **Our future growth is to a large extent dependent on our acquisition strategy and our ability to identify and negotiate the purchase of additional assets.** As part of our business strategy, we will seek to purchase or otherwise acquire gold and other precious metal royalties, streams or similar interests from third-party natural resource companies and others. In pursuit of such opportunities, we may fail to select appropriate acquisition targets or negotiate acceptable arrangements, including arrangements to finance acquisitions. There can be no assurance that we will be able to identify and complete any acquisition, transaction, or business arrangement that we pursue on favorable terms or at all, or that any acquisition, transaction or business arrangement completed will ultimately benefit us. If we are unable to continually identify and acquire additional assets on terms that are favorable to us, our business, results of operations and financial condition may be materially adversely affected. **Our operating results and ability to generate revenue could be adversely impacted if we experience challenges with our existing assets, including our royalty interests.** Problems concerning the existence, validity, enforceability, terms or geographic extent of our royalty interests could adversely affect our business and revenues, and our interests may similarly be materially and adversely impacted by change of control, bankruptcy or the insolvency of operators. Defects in or disputes relating to the royalty interests we hold or acquire may prevent us from realizing the anticipated benefits from these interests and could have a material adverse effect on our business, results of operations, cash flows and financial condition. Material changes could also occur that may adversely affect managements estimate of the carrying value of our royalty interests and could result in impairment charges. While we seek to confirm the existence, validity, enforceability, terms and geographic extent of the royalty interests we acquire, there can be no assurance that disputes or other problems concerning these and other matters or other problems will not arise. Confirming these matters is complex and is subject to the application of the laws of each jurisdiction to the particular circumstances of each parcel of mining property and to the agreement reflecting the royalty interest. Similarly, in many jurisdictions, royalty interests are contractual in nature, rather than interests in land, and therefore may be subject to risks resulting from change of control, bankruptcy or insolvency of operators, and our royalty interests could be materially restricted or set aside through judicial or administrative proceedings. We often do not have the protection of security interests that could help us recover all or part of our investment in a royalty interest in the event of an operators bankruptcy or insolvency. Operators may interpret our existing or future royalty or other interests in a manner adverse to us or otherwise may not abide by their contractual obligations, and we could be forced to take legal action to enforce our contractual rights. Royalty interests are generally subject to uncertainties and complexities arising from the application of contract and property laws in the jurisdictions where the mining projects are located. Operators and other parties to the agreements governing our existing or future royalty or other interests may interpret our interests in a manner adverse to us or otherwise may not abide by their contractual obligations, and we could be forced to take legal action to enforce our contractual rights. We may or may not be successful in enforcing our contractual rights, and our revenues relating to any challenged royalty interests may be delayed, curtailed or eliminated during the pendency of any such dispute or in the event our position is not upheld, which could have a material adverse effect on our business, results of operations, cash flows and financial condition. Disputes could arise, challenging, among other things, methods for calculating the royalty interest, various rights of the operator or third parties in or to the royalty interest or the underlying property, the obligations of a current or former operator to make payments on royalty interests, and various defects or ambiguities in the agreement governing a royalty interest. **** | 25 | | **** **We depend on the services of our Chief Executive Officer, Chief Financial Officer, management, and other key employees; the loss of any key employee, coupled with an inability to replace the key employee, could harm our operating results.** We believe that our success depends on the continued service of our key executive management personnel. We are entirely dependent on the efforts of Alan Day, our CEO, and chairman of the board of directors, and Jeffrey Cocks, our CFO and director. The loss of services of key members of management or other key employees could disrupt the conduct of our business and jeopardize our ability to maintain our competitive position in the industry. From time to time, we may also need to identify and retain additional skilled management and specialized technical personnel to efficiently operate our business. The number of persons skilled in the acquisition, exploration and development of royalty interests is limited and there is competition for such persons. Recruiting and retaining qualified executive management and other key employees is critical to our success and there can be no assurance of such success. If we are not successful in attracting and retaining qualified personnel, our ability to execute our business model and growth strategy could be affected, which could have a material adverse effect on our business, results of operations, cash flows and financial condition. **** **Certain of our directors and officers also serve as directors and officers of other companies in the mining sector, which may cause them to have conflicts of interest.** Certain of our directors and officers also serve as directors and officers of, or have significant shareholdings in, other companies involved in natural resources investment, exploration, development and production and, to the extent that such other companies may engage in transactions or participate in the same ventures in which we participate, or in transactions or ventures in which we may seek to participate, they may have a conflict of interest in negotiating and concluding terms with respect to such participation. In cases where our directors and officers have an interest in other companies, such other companies may also compete with us for the acquisition of royalties, streams or similar interests. Such potential conflicts of interests of our directors and officers may have a material adverse effect on our business, results of operations and financial condition. **Our limited operating history makes our business prospects extremely speculative.** Nevada Canyon is an exploration company and has no history of operations, mining or refining mineral products. As such, we are subject to many risks common to such enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial and other resources and lack of revenues. There is no assurance that we will be successful in achieving a return on an investment for investors in the Common Shares and Nevada Canyons likelihood of success must be considered in light of its early stage of operations. There can be no assurance that our properties or any property we may obtain in the future will be successfully placed into production, produce minerals in commercial quantities or otherwise generate operating earnings. Advancing projects from the exploration stage into development and commercial production requires significant capital and time and will be subject to the successful completion of further technical studies, permitting requirements and the construction of mines, processing plants, roads and related works and infrastructure. We will continue to incur losses until mining-related operations successfully reach commercial production levels and generate sufficient revenue to fund continuing operations. **We will likely need additional capital in order to finance our business plans and there is no guarantee we will have access to that capital on favorable terms, or at all.** Part of our business plan is to focus on exploring for minerals and we intend to use our working capital to carry out such exploration. Other than the current cash, and our investment in WRR shares, we have no secured source of financing, including, but not limited to, operating cash flow and no assurance that acceptable additional funding will be available to us for the further exploration and development of our projects. We have incurred net losses in the past and likely will incur losses in the future and will continue to incur losses until and unless we can derive sufficient revenues from our mineral projects. These conditions, including other factors described herein, create a material uncertainty regarding our ability to continue as a going concern. | 26 | | It is likely that the development and exploration of our assets will require substantial additional financing. Further exploration and development of our assets and/or other properties acquired by us may be dependent upon our ability to obtain acceptable financing through equity or debt, and there can be no assurance that we will be able to obtain adequate financing in the future or that the terms of such financing will be acceptable. Failure to obtain such additional financing could result in the delay or indefinite postponement of further exploration and development of our projects, and we may become unable to carry out our business objectives. **We currently rely on only a limited number of properties, and our inability to increase and diversify our assets could harm our operating results.** Our material property interests consist of the Loman Property and the Agai-Pah Property, which are located in Nevada and the Belshazzar Property, which is located in Idaho. As a result, unless we acquire additional property interests and diversify our asset base, any adverse developments affecting these properties would have a material adverse effect upon us and would materially and adversely affect the potential mineral resource production, profitability, financial performance and results of our operations. While we may seek to acquire additional mineral properties in accordance with our business objectives, there can be no assurance that we will be able to identify suitable additional mineral properties or, if we do identify suitable properties, that we will have sufficient financial resources to acquire such properties or that such properties will be available on terms acceptable to us or at all and that we will be able to successfully develop such properties and bring such properties into commercial production. **** **The properties in which we hold interests are all in the early stages of exploration and development and, as such, they may never produce sufficient income to be profitable to us.** We are a junior exploration company focused primarily on the acquisition, exploration and development of mineral properties located in Nevada. Our properties have no established mineral reserves due to the early stage of exploration at this time. Any reference to potential quantities and/or grade is conceptual in nature, as there has been insufficient exploration to define any mineral resource and it is uncertain if further exploration will result in the determination of any mineral resource. Quantities and/or grade described in this Annual Report should not be interpreted as assurances of a potential resource or reserve, or of potential future mine life or of the profitability of future operations. The exploration and development of mineral deposits involves a high degree of financial risk over a significant period of time. A few properties that are explored are ultimately developed into producing mines, and there is no assurance that any of our projects can be mined profitably. Substantial expenditures are required to establish mineral resources and reserves through drilling, to develop metallurgical processes to extract the metal from the ore and in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. It is impossible to ensure that our current exploration and development programs will result in profitable commercial mining operations. Our profitability will be, in part, directly related to the cost and success of its exploration and development programs, which may be affected by a number of factors. Substantial expenditures are required to establish mineral resources and reserves that are sufficient to support commercial mining operations and to construct, complete and install mining and processing facilities on those properties that are actually developed. No assurance can be given that any particular level of recovery of minerals will be realized or that any potential quantities and/or grade will ever qualify as a mineral resource or reserve, or that any such mineral resource or reserve will ever qualify as a commercially mineable (or viable) deposit which can be legally and economically exploited. Where expenditures on a property have not led to the discovery of mineral resources or reserves, incurred expenditures will generally not be recoverable. **LAND TITLE AND ROYALTY RISKS** **There are many uncertainties, including, but not limited to, title matters; as a result, any defects in title could cause us to lose certain rights in the properties we own.** There are uncertainties as to title matters in the mining industry. Any defects in title could cause us to lose rights in our mineral properties and jeopardize our business operations. Our mineral property interests currently consist of unpatented mining claims located on lands administered by the United States Department of the Interiors Bureau of Land Management (the BLM), Nevada State Office, to which we only have possessory title. Because title to unpatented mining claims is subject to inherent uncertainties, it is difficult to determine the ownership of such claims conclusively. These uncertainties relate to such things as sufficiency of mineral discovery, proper location and posting and marking of boundaries, proper and timely payment of annual BLM claim maintenance fees, the existence and terms of royalties, and possible conflicts with other claims not determinable from descriptions of record. | 27 | | The present status of our unpatented mining claims located on public lands allows us the right to mine and remove valuable minerals, such as precious and base metals, from the claims conditioned upon applicable environmental reviews and permitting programs. We are also allowed to use the surface of the land solely for purposes related to mining and processing the mineral-bearing ores. However, legal ownership of the land remains with the United States. We remain at risk that the mining claims may be forfeited either to the United States or to rival private claimants due to failure to comply with statutory requirements. Prior to 1993, a mining claim locator who was able to prove the discovery of valuable, locatable minerals on a mining claim, and to meet all other applicable federal and state requirements and procedures pertaining to the location and maintenance of federal unpatented mining claims, had the right to prosecute a patent application to secure fee title to the mining claim from the federal government. The right to pursue a patent, however, has been subject to a moratorium since October 1993, through federal legislation restricting the BLM from accepting any new mineral patent applications. If we do not obtain fee title to our unpatented mining claims, there can be no assurance that we will be able to obtain compensation in connection with the forfeiture of such claims. **** **Pending federal legislation may materially curtail or in some cases eliminate certain rights we have in our assets.** In recent years, members of the United States Congress have repeatedly introduced bills which would supplant or alter the provisions of the *General Mining Act of 1872*, a United States federal law that authorizes and governs prospecting and mining for economic minerals, such as gold, platinum, and silver, on federal public lands. Such bills have proposed, among other things, to either eliminate the right to a mineral patent, impose a federal royalty on production from unpatented mining claims, render certain federal lands unavailable for the location of unpatented mining claims, afford greater public involvement in the mine permitting process, provide for citizen suits, and impose new and stringent environmental operating standards and mined land reclamation requirements in addition to those already in effect. Such proposed legislation could change the cost of holding unpatented mining claims and could significantly impact our ability to develop mineralized material on unpatented mining claims. Currently, all of our mining claims are on unpatented claims. Although we cannot predict what legislative changes might occur, the enactment of these proposed bills could adversely affect the potential for development of our mining claims, the economics of any mines that we bring into operation on federal unpatented mining claims, and as a result, adversely affect our financial performance. **Challenges to our mineral property interests may have adverse effects on assets including, but not limited to, a reduction in our interest, diverting valuable resources and management time, and a requirement that we compensate other persons.** There may be challenges to title to the mineral properties in which we hold a material interest. If there are title defects with respect to any properties, we might be required to compensate other persons or to reduce our interest in the affected property. Furthermore, in any such case, the investigation and resolution of these issues would divert our managements time from ongoing exploration and development programs. Title insurance generally is not available for mining claims in the U.S. and our ability to ensure that we have obtained secure claim to individual mineral properties may be limited. We may be subject to prior unregistered liens, agreements, transfers or claims, including native land claims and title may be affected by, among other things, undetected defects. In addition, we may be unable to operate the properties as permitted or to enforce our rights with respect to our properties. The failure to comply with all applicable laws and regulations, including a failure to pay taxes or annual BLM claim maintenance fees may invalidate title to portions of our properties. We may incur significant costs related to defending the title to our properties. A successful claim contesting title to a property may cause us to compensate other persons, or to reduce our interest in the affected property or to lose our rights to explore and, if warranted, develop that property. This could result in us not being compensated for our prior expenditures relating to the property. Also, in any such case, the investigation and resolution of title issues would divert managements time from ongoing exploration and, if warranted, development programs. **** | 28 | | **** **We could face expensive and time-consuming challenges related to defects in title.** The ownership and validity or title of unpatented mining claims and concessions can at times be uncertain and may be contested. We also may not have, or may not be able to obtain, all necessary surface rights to develop a property. We have taken reasonable measures, in accordance with industry standards for properties at the same stage of exploration as that of our properties, to ensure proper title to our properties. However, there is no guarantee that title to any of our properties will not be challenged or impugned. **Interpretations of royalty agreements and unfulfilled contractual obligations of certain third parties that we rely on could force us to take legal action that would be expensive and time consuming.** Royalty interests in our properties, and any other royalty interests in respect of our properties which may come into existence, may be subject to uncertainties and complexities arising from the application of contract and property laws in the jurisdictions where the mining projects are located. Operators and other parties to the agreements governing the royalty interests in Nevada, or other royalty interests, may interpret their interests in a manner adverse to us, and we could be forced to take legal action to enforce our rights. Challenges to the terms of the royalty interests in Nevada or the existence of other royalties could have a material adverse effect on our business, results of operations, cash flows and financial condition. Disputes could arise with respect to, among other things: | | | The existence or geographic extent of the royalty interests; | | | | | The methods for calculating royalties; | | | | | Third party claims to the same royalty interest or to the property on which a royalty interest exists, or the existence of additional royalties on the same property; | | | | | Various rights of the operator or third parties in or to a royalty interest; | | | | | Production and other thresholds and caps applicable to payments of royalty interests; | | | | | The obligation of an operator to make payments on royalty interests; | | | | | Various defects or ambiguities in the agreement governing a royalty interest; and | | | | | Disputes over the interpretation of buy-back rights. | | **Breaches of contracts with third parties could result in expensive litigation.** Parties to contracts do not always honor contractual terms and contracts themselves may be subject to interpretation or technical defects. Accordingly, there may be instances where we would be forced to take legal action to enforce our contractual rights. Such litigation may be time consuming and costly and there is no guarantee of success. Any pending proceedings or actions or any decisions determined adversely to us may have a material and adverse effect on our results of operations, financial condition. **Our exploration operations are highly regulated and our inability to comply with certain regulations would have a material adverse effect on our operations.** Our exploration operations are subject to government legislation, policies and controls relating to prospecting, development, production, environmental protection, including plant and animal species, and more specifically including the greater sage-grouse, mining taxes and labor standards. In order for us to carry out our activities, various licenses and permits must be obtained and kept current. There is no guarantee that the Companys licenses and permits will be granted, or that once granted will be maintained and extended. In addition, the terms and conditions of such licenses or permits could be changed and there can be no assurances that any application to renew any existing licenses will be approved. There can be no assurance that all permits that we require will be obtainable on reasonable terms, or at all. Delays or a failure to obtain such permits, or a failure to comply with the terms of any such permits that we have obtained, could have a material adverse impact on us We may be required to contribute to the cost of providing the required infrastructure to facilitate the development of our properties and will also have to obtain and comply with permits and licenses that may contain specific conditions concerning operating procedures, water use, waste disposal, spills, environmental studies, abandonment and restoration plans and financial assurances. There can be no assurance that we will be able to comply with any such conditions and non-compliance with such conditions may result in the loss of certain of our permits and licenses on properties, which may have a material adverse effect on us. Future taxation of mining operators, and the timing thereof, cannot be predicted with certainty so planning must be undertaken using present conditions and best estimates of any potential future changes. There is no certainty that such planning will be effective to mitigate adverse consequences of future taxation on us. **** | 29 | | **** **The volatility of the global financial markets may have a negative effect on our ability to raise money which could harm our operating results.** Recent global financial conditions have been characterized by increased volatility and access to public financing, particularly for junior mineral exploration companies, has been negatively impacted. These conditions may affect our ability to obtain equity or debt financing in the future on terms favorable to us or at all. Market events and conditions, including the disruptions in the international credit markets and other financial systems, in China, Japan and Europe, along with political instability in the Middle East and Russia and falling currency prices expressed in United States dollars have resulted in commodity prices remaining volatile. These conditions have also caused a loss of confidence in global credit markets, excluding the United States, resulting in the collapse of, and government intervention in, major banks, financial institutions and insurers and creating a climate of greater volatility, tighter regulations, less liquidity, widening credit spreads, less price transparency, increased credit losses and tighter credit conditions. Notwithstanding various actions by governments, concerns about the general condition of the capital markets, financial instruments, banks and investment banks, insurers and other financial institutions caused the broader credit markets to be volatile and interest rates to remain at historical lows. These events are illustrative of the effect that events beyond the Companys control may have on commodity prices. Access to public financing has been negatively impacted by sovereign debt concerns in Europe and emerging markets, as well as concerns over global growth rates and conditions. If such conditions continue, our operations could be negatively impacted. Global financial conditions could suddenly and rapidly destabilize in response to future events, as government authorities may have limited resources to respond to future crises. Future crises may be precipitated by any number of causes, including natural disasters, pandemics, geopolitical instability, changes to energy prices or sovereign defaults. Any sudden or rapid destabilization of global economic conditions could negatively impact our ability to obtain equity or debt financing or make other suitable financing arrangements. Increased levels of volatility and market turmoil can adversely impact our operations and the value and the price of the Common Stock of the Company could be adversely affected. **Changes in the market price of gold, silver and other metals, which in the past has fluctuated widely, will affect the profitability of our operations and financial condition.** Our profitability and long-term viability depend, in large part, upon the market price of gold, copper, silver and other metals and minerals which may be produced from our mineral claims, and from which we may derive revenues under any agreement we may enter into with a company that conducts mining operations on our claims. The market price of gold and other metals is volatile and is impacted by numerous factors beyond our control, including: | | | sales by central banks and other holders, speculators, and producers of gold and other metals in response to any of the below factors; | | | | | the relative strength of the U.S. dollar and certain other currencies; | | | | | interest rates; | | | | | global or regional political, financial, or economic conditions; | | | | | supply and demand for jewelry and industrial products containing metals; and | | | | | expectations with respect to the rate of inflation. | | A material decrease in the market price of gold and other metals could affect the commercial viability of our mineral claims and any of our future anticipated development and production assumptions if any. Lower gold prices could also adversely affect our ability to finance future development of our mining claims, all of which would have a material adverse effect on our financial condition and results of operations. There can be no assurance that the market price of gold and other metals will remain at current levels or that such prices will improve. **** | 30 | | **Many of our assumptions regarding our operating results are based on mineral resource estimates by third parties; if those estimates are materially inaccurate for any reason, our actual operating results could also be materially effected.** Mineral resource estimates will be based upon geological data supplied by our personnel, confirmed and calculated by independent qualified persons (geologists and engineers). These estimates are inherently subject to uncertainty and are based on geological interpretations and inferences drawn from drilling results and sampling analyses and may require revision based on further exploration or development work. The estimation of mineral resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues. As a result of the foregoing, there may be material differences between actual and estimated mineral reserves, which may impact the viability of our projects and have a material impact on us. The grade of mineralization which may ultimately be mined may differ from the indicated by drilling results and such differences could be material. The quantity and resulting valuation of mineral reserves and mineral resources may also vary depending on, among other things, mineral prices (which may render mineral reserves and mineral resources uneconomic), cut-off grades applied and estimates of future operating costs (which may be inaccurate). Production can be affected by such factors as permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions. Any material change in quantity of mineral resources, mineral reserves, grade, or stripping ratio may also affect the economic viability of any project undertaken by us. In addition, there can be no assurance that mineral recoveries in small scale, and/or pilot laboratory tests will be duplicated in a larger scale test under on-site conditions or during production. To the extent that we are unable to mine and produce as expected and estimated, our business may be materially and adversely affected. There is no certainty that any of the mineral resources identified on any of our properties will be realized, that any mineral resources will ever be upgraded to mineral reserves, that any anticipated level of recovery of minerals will in fact be realized, or that an identified mineral reserve or mineral resource will ever qualify as a commercially mineable (or viable) deposit which can be legally and economically exploited. Until a deposit is actually mined and processed, the quantity of mineral resources and mineral reserves and grades must be considered as estimates only, and investors are cautioned that we may ultimately never realize production on any of its properties. **We may not be able to obtain adequate insurance coverage, or coverage at all, in order to insure us against the risks of our operations; any uninsured or underinsured losses could have a negative impact on our operating results.** Our business is subject to a number of risks and hazards, including adverse environmental conditions, industrial accidents, labor disputes, unusual or unexpected geological conditions, ground or slope failures, cave-ins, changes in the regulatory environment, natural phenomena such as inclement weather conditions, floods, and earthquakes. Such occurrences could result in damage to mineral properties or production facilities, personal injury or death, environmental damage to our properties or the properties of others, delays in the ability to undertake exploration, monetary losses, and possible legal liability. We do not currently have insurance and currently do not have any plans to obtain insurance. Insurance against certain risks, including those related to environmental matters or other hazards resulting from exploration, is generally not available to us or to other companies within the mining industry. In addition, we do not carry business interruption insurance relating to our mineral claims. Accordingly, delays in returning to any future exploration could produce a severe near-term impact on our business. Any losses from these events may result in significant costs that could have a material adverse effect on our financial performance, financial position and results of operations. **In conducting our operations, we are required to comply with certain health and safety rules which can be expensive and time consuming.** Our operations are subject to various health and safety laws and regulations that impose various duties on the Company in respect of its operations, relating to, among other things, worker safety and the surrounding communities. These laws and regulations also grant the relevant authorities broad powers to, among other things, close unsafe operations and order corrective action relating to health and safety matters. The costs associated with the compliance with such health and safety laws and regulations may be substantial and any amendments to such laws and regulations, or more stringent implementation thereof, could cause additional expenditure or impose restrictions on, or suspensions of, our operations. We expect to make significant expenditures to comply with the extensive laws and regulations governing the protection of the environment, waste disposal, worker safety, mine development and protection of endangered and other special status species, and, to the extent reasonably practicable, to create social and economic benefit in the surrounding communities near our mineral properties, but there can be no guarantee that these expenditures will ensure our compliance with applicable laws and regulations and any non-compliance may have a material and adverse effect on us. **** | 31 | | **** **The costs of compliance with environmental laws and obtaining and maintaining environmental permits and governmental approvals required for construction and/or operation, which currently are significant, may increase in the future and could materially and adversely affect our business, financial condition, future results, and cash flow; any non-compliance with such laws or regulations may result in the imposition of liabilities which could materially and adversely affect our business, financial condition, future results, and cash flow.** All phases of our operations are subject to environmental regulation in the jurisdictions in which we operate, certain of which are set forth below. Environmental legislation is evolving in a manner which may result in stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors, and employees. These laws address emissions into the air, discharges into water, management of waste, management of hazardous substances, protection of natural resources, antiquities and endangered species and reclamation of lands disturbed by mining operations. The costs associated with compliance with such laws and regulations are substantial. Compliance with environmental laws and regulations and future changes in these laws and regulations may require significant capital outlays and may cause material changes or delays in our operations and future activities. It is possible that future laws, regulations, or more restrictive interpretations of current laws and regulations by governmental authorities could have a significant adverse impact on our properties or some portion of our business, causing us to re-evaluate those activities at that time. U.S. Federal Laws: CERCLA, and comparable state statutes, impose strict, joint and several liabilities on current and former owners and operators of sites and on persons who disposed of or arranged for the disposal of hazardous substances found at such sites. It is not uncommon for the government to file claims requiring cleanup actions, for reimbursement for government-incurred cleanup costs, or for natural resource damages, or for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by hazardous substances released into the environment. RCRA, and comparable state statutes, govern the disposal of solid waste and hazardous waste and authorize the imposition of substantial fines and penalties for noncompliance, as well as requirements for corrective actions. CERCLA, RCRA and comparable state statutes can impose liability for clean-up of sites and disposal of substances found on exploration, mining and processing sites long after activities on such sites have been completed. CAA, as amended, restricts the emission of air pollutants from many sources, including mining and processing activities. Our mining operations may produce air emissions, including fugitive dust and other air pollutants from stationary equipment, storage facilities and the use of mobile sources such as trucks and heavy construction equipment, which are subject to review, monitoring and/or control requirements under the CAA and state air quality laws. New facilities may be required to obtain permits before work can begin, and existing facilities may be required to incur capital costs in order to remain in compliance. In addition, permitting rules may impose limitations on our production levels or result in additional capital expenditures in order to comply with the rules. NEPA requires federal agencies to integrate environmental considerations into their decision-making processes by evaluating the environmental impacts of their proposed actions, including issuances of permits to mining facilities, and assessing alternatives to those actions. If a proposed action could significantly affect the environment, the agency must prepare a detailed statement known as an EIS. The United States Environmental Protection Agency (EPA), other federal agencies, and any interested third parties will review and comment on the scoping of the Environmental Impact Statement (EIS) and the adequacy of and findings set forth in the draft and final EIS. This process can cause delays in the issuance of required permits or result in changes to a project to mitigate its potential environmental impacts, which can in turn impact the economic feasibility of a proposed project. CWA, and comparable state statutes, impose restrictions and controls on the discharge of pollutants into waters of the United States. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or an analogous state agency. The CWA regulates storm water from mining facilities and requires a storm water discharge permit for certain activities. Such a permit requires the regulated facility to monitor and sample storm water run-off from its operations. The CWA and regulations implemented thereunder also prohibit discharges of dredged and fill materials in wetlands and other waters of the United States unless authorized by an appropriately issued permit. The CWA and comparable state statutes provide for civil, criminal, and administrative penalties for unauthorized discharges of pollutants and impose liability on parties responsible for those discharges for the costs of cleaning up any environmental damage caused by the release and for natural resource damages resulting from the release. | 32 | | SDWA and the Underground Injection Control (UIC) program promulgated thereunder, regulate the drilling and operation of subsurface injection wells. The EPA directly administers the UIC program in some states and in others the responsibility for the program has been delegated to the state. The program requires that a permit be obtained before drilling a disposal or injection well. Violation of these regulations and/or contamination of groundwater by mining related activities may result in fines, penalties, and remediation costs, among other sanctions and liabilities under the SDWA and state laws. In addition, third party claims may be filed by landowners and other parties claiming damages for alternative water supplies, property damages, and bodily injury. Nevada Laws: At the state level, mining operations in Nevada are also regulated by the Nevada Department of Conservation and Natural Resources, Division of Environmental Protection. Nevada state law requires mine operators to hold Nevada Water Pollution Control Permits, which dictate operating controls and closure and post-closure requirements directed at protecting surface and ground water. Other Nevada regulations govern operating and design standards for the construction and operation of any source of air contamination and landfill operations. Any changes to these laws and regulations could have an adverse impact on our financial performance and results of operations by, for example, requiring changes to operating constraints, technical criteria, fees or surety requirements. **Our industry is highly competitive, and we will be at a competitive disadvantage for assets and financial resources relative to larger, better funded companies in the same space.** The mining industry is highly competitive in all of its phases, both domestically and internationally. Our ability to acquire properties and develop mineral resources and reserves in the future will depend not only on our ability to develop our present properties, but also on our ability to select and acquire suitable producing properties or prospects for mineral exploration, of which there is a limited supply. We may be at a competitive disadvantage in acquiring additional mining properties because we must compete with other individuals and companies, many of which have greater financial resources, operational experience and technical capabilities than us. We may also encounter competition from other mining companies in our efforts to hire experienced mining professionals. Competition could adversely affect our ability to attract necessary funding or acquire suitable producing properties or prospects for mineral exploration in the future. Competition for services and equipment could result in delays if such services or equipment cannot be obtained in a timely manner due to inadequate availability and could also cause scheduling difficulties and cost increases due to the need to coordinate the availability of services or equipment. Any of the foregoing effects of competition could materially increase project development, exploration or construction costs, result in project delays and generally and adversely affect us and our business and prospects. **** **The price of our Common Stock depends on many factors that could materially change or fluctuate resulting in volatility and unpredictability.** The market price of the Common Stock could be subject to significant fluctuations due to various factors and events, including any regulatory or economic changes affecting the Companys operations, variations in the Companys operating results, developments in the Companys business or its competitors, or changes in market sentiment towards the Common Stock. Investors should be aware that the value of the Common Stock may be volatile and investors may, on disposing of the Common Stock, realize less than their original investment or may lose their entire investment. | 33 | | The Companys operating results and prospects from time to time may be below the expectations of market analysts and investors. In addition, stock markets from time to time suffer significant price and volume fluctuations that affect the market price of the securities listed thereon and which may be unrelated to the Companys operating performance. These factors include macroeconomic developments and political environments in North America and globally and market perceptions of the attractiveness of particular industries. As at the date hereof, there remains a significant amount of uncertainty and economic disruption caused by COVID-19 that has increased market and share price volatility and had a catastrophic impact on access to capital and liquidity. Any of these events could result in a decline in the market price of the Common Stock. The Common Stock may, therefore, not be suitable as a short-term investment. In addition, the market price of the Common Stock may not reflect the underlying value of the Companys net assets. The price at which the Common Stock will be traded and the price at which investors may realize their shares will be influenced by a large number of factors, some specific to the Company and its proposed operations, and some which may affect the business sectors in which the Company operates, including the pervasive and ongoing impact of COVID-19. Such factors could also include the performance of the Companys operations, variations in operating results, announcements by the Company (i.e. disappointing results of exploratory drilling, the incurrence of environmental liabilities or other material developments), announcements of material developments by the Companys competitors, involvement in litigation, large purchases or sales of the Common Stock, liquidity or the absence of liquidity in the Common Stock, limited trading volume, the prices of gold and other precious metals, legislative or regulatory changes relating to the business of the Company, the Companys ability to raise additional funds, other material events and general financial market and economic conditions. In the event that the occurrence of any of these events causes the price of the Common Stock to decrease, investors may be forced to sell their shares at a loss. **** **The failure of our current or future strategic partners and joint venture partners to meet their obligations could have a material adverse effect on our operating results.** We may in the future enter into partnerships, option agreements and/or joint ventures as a means of acquiring additional property interests or to fully exploit the exploration and production potential of its assets. The failure of any partner to meet its obligations to us or other third parties, or any disputes with respect to third parties respective rights and obligations, could have a material adverse effect on our rights under such agreements. We may also be unable to exert direct influence over strategic decisions made in respect of properties that are subject to the terms of these agreements, which may have a materially adverse impact on the strategic value of the underlying mineral claims. Furthermore, in the event we are unable to meet our obligations or share of costs incurred under agreements to which it is a party, the Company may have its property interests subject to such agreements reduced as a result or face the termination of such agreements. **We sell additional equity and/or issue additional equity in order to acquire additional assets; any issuance of equity could result in significant dilution to our existing shareholders.** We believe that we are adequately financed to carry out our exploration and development plans for the next 12-month period. However, financing the development of a mining operation through to production, should feasibility studies show it is recommended, would be expensive and we would require additional capital to fund development and exploration programs and potential acquisitions. We cannot predict the size of future issuances of Common Stock or the issuance of debt instruments or other securities convertible into Common Stock in connection with any such financing. Likewise, we cannot predict the effect, if any, that future issuances and sales of our securities will have on the market price of its Common Stock. If we raise additional funds by issuing additional equity securities, such financing may substantially dilute the interests of existing shareholders. Sales of a substantial number of shares of Common Stock, or the availability of such Common Stock for sale, could adversely affect prevailing market prices for our securities and a securityholders interest in us. **Because the climate has an effect on our operations and the ability for our assets, present or future, to maximize their potential, the impact of climate change and expensive regulations related to climate change could have a material adverse effect on our operations.** Climate change could have an adverse impact on our operations. The potential physical impacts of climate change on our operations are highly uncertain and would be particular to the geographic circumstances in areas in which we operate. These may include changes in rainfall and storm patterns and intensities, water shortages, changing sea levels and changing temperatures. These changes in climate could have an impact on the cost of development or production on Nevada Canyons mines and adversely affect the financial performance of our operations. | 34 | | Regulations and pending legislation governing issues involving climate change could result in increased operating costs, which could have material adverse effect on our business. A number of governments or governmental bodies have introduced or are contemplating regulatory changes in response to climate and its potential impacts. Legislation and increased regulation regarding climate change could impose significant costs on us, our venture partners and our suppliers, including costs related to increased energy requirements, capital equipment, environmental monitoring and reporting and other costs to comply with such regulations. Any adopted climate change regulations could also negatively impact our ability to compete with companies situated in areas not subject to such regulations. Given the emotion, political significance and uncertainty around the impact of climate change and how it should be dealt with, we cannot predict how legislation and regulation will affect its financial condition, operating performance and ability to compete. Furthermore, even without such regulation, increased awareness and any adverse publicity in the global marketplace about potential impacts on climate change by us or other companies in the natural resources industry could harm our reputation. **** **Through no fault of our own, we could be involved in expensive and time-consuming litigation that could have a material adverse effect on our operations.** We may become involved in disputes with other parties in the future which may result in litigation. The results of litigation cannot be predicted with certainty. If we are unable to resolve these disputes favorably, it may have a material adverse impact on the ability to carry out our business plan. **Influence of third-party stakeholders.** Some of the lands in which we hold an interest, or the exploration equipment and roads or other means of access in which we intend to utilize in carrying out our work programs or general business mandates, may be subject to interests or claims by third party individuals, groups or companies. In the event that such third parties assert any claims, our work programs may be delayed even if such claims are not meritorious. Such delays may result in significant financial loss and loss of opportunity for us. **Expensive and time consuming internal financial controls may or may not be effective in ensuring that transactions are authorized and properly recorded and reported; any inadvertent failure of our internal financial controls could result in undue time, resources and expense that could harm our operating results.** Internal controls over financial reporting are procedures designed to provide reasonable assurance that transactions are properly authorized, assets are safeguarded against unauthorized or improper use, and transactions are properly recorded and reported. A control system, no matter how well designed and operated, can provide only reasonable, and not absolute, assurance with respect to the reliability of financial reporting and financial statement preparation. Though we intend to put into place a system of internal controls appropriate for our size, and reflective of our level of operations, there are limited internal controls currently in place. We have a very limited history of operations and have not made any assessment as to the effectiveness of our internal controls. If we identify material weakness in our internal control over financial reporting, if we are unable to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of its internal control over financial reporting when required, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of the Common Stock could be negatively affected. We also could become subject to investigations by the stock exchange on which the securities are listed, the Commission, or other regulatory authorities, which could require additional financial and management resources. **** **Risks Relating to Our Common Stock** **An active market in which investors can resell their Common Stock may not develop which could adversely affect an investors ability to sell their Common Stock.** We cannot predict the extent to which an active market for our Common Stock will develop or be sustained, or how the development of such a market might affect the market price of our Common Stock. Even if a trading market develops, investors may not be able to resell their Common Stock at or above the initial acquisition price. Investors are cautioned that if an active market for our Common Stock does not arise, investors may not be able to resell their Common Stock or may be forced to do so at a loss. | 35 | | **The market price of our Common Stock will likely be volatile as significant price fluctuations are common in what the Securities and Exchange Commission deems is a penny stock.** The trading price of the stock and the price at which we may sell stock in the future are subject to fluctuations in response to any of the following: | | | Limited trading volume in the Common Stock; | | | | | Quarterly variations in operating results; | | | | | Involvement in litigation; | | | | | General financial market conditions; | | | | | The prices of gold and other precious metals; | | | | | Announcements by us of, for example, disappointing results of exploratory drilling, the incurrence of environmental liabilities or other material developments; | | | | | Announcements of material developments by our competitors; | | | | | Our ability to raise additional funds; | | | | | Changes in government regulations; and | | | | | Other material events. | | In the event that the occurrence of any of these events causes the price of our Common Stock to decrease, investors may be forced to sell their shares at a loss. **Currently authorized and future issuances of Preferred Stock, which rank senior to our Common Stock for the purposes of dividends and liquidating distributions will, and any future issuances of debt securities, which would rank senior to our Common Stock upon our bankruptcy or liquidation may, adversely affect the level of return you may be able to achieve from an investment in our Common Stock.** Currently Authorized Preferred Stock may have preference on bankruptcy over the Common Stock and holders of potentially future issued Preferred Stock are entitled to receive from the assets of the Company in priority to the holders of Common Stock on a liquidation, dissolution, winding up or other distribution of assets of the Company. In the future, we may attempt to increase our capital resources by offering debt securities or additional Preferred Stock. Upon a potential bankruptcy or liquidation, holders of our debt securities or Preferred Stock, and lenders with respect to other borrowings we may make, may receive distributions of our available assets prior to any distributions being made to holders of our Common Stock. Because our decision to issue debt securities or Preferred Stock in any future offering, or borrow money from lenders, will depend in part on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of any such future offerings or borrowings. Holders of our Common Stock must bear the risk that any future offerings we conduct or borrowings we make may adversely affect the level of return they may be able to achieve from an investment in our Common Stock, upon bankruptcy or otherwise. **Our Common Stock is subject to penny stock rules making it more difficult to trade our Common Stock, all of which would adversely affect the value of the Common Stock.** The Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny Stocks are generally equity securities with a price per share of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, before effecting a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that, before effecting any such transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchasers written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our Common Stock, and therefore shareholders may have difficulty selling their Common Stock. | 36 | | **FINRA sales practice requirements may limit a shareholders ability to buy and sell our stock.** In addition to the penny stock rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative, low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customers financial status, tax status, investment objectives and other information. The FINRA requirements may make it more difficult for broker-dealers to recommend that their customers buy our Common Stock, which may have the effect of reducing the level of trading activity in our Common Stock. As a result, fewer broker-dealers may be willing to make a market in our common stock, reducing a shareholders ability to resell our Common Stock. **** **Our management has broad discretion as to the use of certain of the net proceeds generated from our equity financing, which means that investors will need to rely on the judgment of our management regarding the use of proceeds.** Our management has broad discretion in the application of the net proceeds designated to fund our capital expenditures on existing mineral properties, acquire additional acreage leaseholds, acquire additional producing properties and associated leaseholds, or for general corporate purposes, which are subject to change in the future, and which may change in response to the proceeds raised pursuant to the purchase rights or exercise of the warrants, if any. Accordingly, you will have to rely upon the judgment of our management with respect to the use of these proceeds. Our management may spend a portion or all of the net proceeds from any equity financing in ways that holders of our Common Stock may not desire or that may not yield a significant return or any return at all. The failure by our management to apply these funds effectively could harm our business. Pending their use, we may also invest the net proceeds from an offering in a manner that does not produce income or that loses value. **We are a reporting issuer under the Exchange Act and are considered a smaller reporting company, exempting us from certain disclosure requirements and potentially making our Common Stock less attractive to potential investors.** Rule 12b-2 of the Exchange Act defines a smaller reporting company as an issuer that is not an investment company, an asset-backed issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that: Had a public float of less than US$250 million as of the last business day of its most recently completed second fiscal quarter, computed by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates by the price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the common equity; or In the case of initial registration statement under the Securities Act, or the Exchange Act, for shares of its common equity, had a public float of less than US$250 million as of a date within 30 days of the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of such shares included in the registration statement by the estimated public offering price of the shares; or In the case of an issuer whose public float as calculated under the foregoing paragraphs of this definition was zero or less than $700 million, had annual revenues of less than US$100 million during the most recently completed fiscal year for which audited financial statements are available. We believe that we are a smaller reporting company, and as such that we are not required and may not include a Compensation Discussion and Analysis section in our proxy statements; we will provide only two years of financial statements; and we need not provide the table of selected financial data. We also will have other scaled disclosure requirements that are less comprehensive than issuers that are not smaller reporting companies. These scaled disclosure requirements make our Common Stock less attractive to potential investors, which could make it more difficult for our shareholders to sell their Units. | 37 | | W**e are taxed as a corporation for U.S. federal income tax purposes which means we will be subject to a material amount of entity-level taxation which would reduce and/or eliminate cash that otherwise may be used to make dividends.** We will pay U.S. federal income tax on our tax income at the corporate tax rate, which is currently a maximum of 21%, and will pay state and local income tax at varying rates, including the Nevada Net Proceeds Tax. Distributions will generally be taxed again as corporate dividends (to the extent of our current and accumulated earnings and profits), and no income, gains, losses, deductions, or credits will flow through to you. In addition, changes in current state law may subject us to additional entity-level taxation by individual states. Because of state budget deficits and other reasons, several states are evaluating ways to subject corporations to additional forms of taxation. We will be subject to a material amount of entity-level taxation, which will result in a material reduction in the anticipated cash flow and after-tax return to our shareholders. **** **A non-US holder of our Common Stock, Warrants, or Warrant Shares will be treated as having income that is effectively connected with a United States trade or business upon the sale or disposition of our Common Stock, Warrants, or Warrant Shares unless (i) our Common Stock is regularly traded on an established securities market and (ii) the non-U.S. holder did not meet certain ownership thresholds during the applicable testing period.** A non-US holder of our Common Stock, Warrants, or Warrant Shares generally will incur U.S. Federal income tax on any gain realized upon a sale or other disposition of our Common Stock to the extent our Common Stock constitutes a United States real property interest (USRPI), under the Foreign Investment in Real Property Tax Act of 1980 (FIRPTA). A USRPI includes stock in a United States real property holding corporation. We are and expect to continue to be for the foreseeable future, a United States real property holding corporation. Under FIRPTA, a non-U.S. holder is taxed on any gain realized upon a sale or other disposition of a USRPI as if such gain were effectively connected with a United States trade or business of the non-U.S. holder. A non-U.S. holder thus will be taxed on such a gain at the same graduated rates generally applicable to U.S. persons. In addition, a non-U.S. holder would have to file a U.S. federal income tax return reporting that gain. A non-U.S. holder that is a foreign corporation and not entitled to treaty relief or exemption also may be subject to the 30% branch profits tax on such gain. However, if our Common Stock and Warrant Shares are regularly traded on an established securities market (the Regularly Traded Exception), then gains realized upon a sale or other disposition of our Common Stock or Warrant Shares will not be treated as gains from the sale of a USRPI, as long as the non-U.S. holder did not own: (i) more than 5% of our Common Stock at any time during the five-year period preceding the sale or other disposition or, if shorter, the non-U.S. holders holding period for its Common Stock; (ii) Warrants with a fair market value on the date acquired by such holder greater than the fair market value on that date of 5% of our Common Stock; or (iii) aggregate equity securities of the Company with a fair market value on the date acquired in excess of 5% of the fair market value of the Common Stock on such date. Our Common Stock currently trades on the OTC Pinks. At this time, it is uncertain whether our Common Stock will continue to be considered as being regularly traded on an established securities market in the U.S. Accordingly, we can provide no assurances that the Common Stock, Warrants or Warrant Shares will meet the Regularly Traded Exception at the time a non-U.S. holder purchases such securities or sells, exchanges, or otherwise disposes of such securities. In the event that our Common Stock or Warrant Shares do not meet the Regularly Traded Exception, then gains recognized by a non-U.S. holder upon a sale or other disposition of our Common Stock or Warrant Shares will be subject to tax under FIRPTA unless an exemption applies. Since the Warrants are not expected to be listed on a securities market, the Warrants are unlikely to qualify for the Regularly Traded Exception. **Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited which would effect our ability to take full advantage of the tax benefits of carryforwards.** Under Section 382 and related provisions of the Internal Revenue Code of 1986, as amended (the Code), if a corporation undergoes an ownership change (generally defined as a greater than 50% change (by value) in its equity ownership over a three-year period), the corporations ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes to offset its post-change income may be limited. We may in the future experience, an ownership change. Thus, our ability to utilize carryforwards of our net operating losses and other tax attributes to reduce future tax liabilities may be substantially restricted. At this time, we have not completed a study to assess whether an ownership change under Section 382 of the Code may occur in the foreseeable future, or whether there have been due to the costs and complexities associated with such a study. Therefore, we may not be able to take full advantage of these carryforwards for federal or state tax purposes. **** | 38 | | **** **The tax treatment of corporations or an investment in our Common Stock, Warrants or Warrants Shares could be subject to potential legislative, judicial or administrative changes and differing interpretations, possibly on a retroactive basis.** The present U.S. federal income tax treatment of corporations, including us, or an investment in our Common Stock, Warrants and Warrant Shares may be modified by administrative, legislative or judicial interpretation at any time. For example, from time to time, members of Congress and the President propose and consider substantive changes to the existing U.S. federal income tax laws that affect corporations. Any modification to the U.S. federal income tax laws and interpretations thereof may or may not be retroactively applied and could make it more difficult or impossible to meet our cash flow needs for operations, acquisitions or other purposes. We are unable to predict whether any of these changes or other proposals will be enacted. However, it is possible that a change in law could affect us, and any such changes could negatively impact the value of an investment in our Common Stock, Warrants or Warrant Shares. *For all of the foregoing reasons and others set forth herein, an investment in our securities in any market that may develop in the future involves a high degree of risk.* **Item 1B. Unresolved Staff Comments** None. **** **Item 1C. Cybersecurity.** Given our stage of development, we face cybersecurity risks that are common to our industry, including but not limited to, phishing attacks, malware, unauthorized access to our systems, and data breaches. These risks could potentially compromise our sensitive data, intellectual property, and operational capabilities, impacting our business reputation and future prospects. To address these risks, we have implemented foundational cybersecurity measures tailored to our size and operational complexity. To address the basic security measures, we utilize essential cybersecurity tools such as firewalls, antivirus software, and secure communication platforms to protect against unauthorized access and cyber threats. To protect our data, we have implemented procedures for secure storage and handling of sensitive information and intellectual property. The Audit Committee of our board of directors is responsible for the oversight of risks from cybersecurity threats and the process by which the board is informed about such risks. The Audit Committee receives regular updates on exposures, threats and mitigation plans directly from our management. **** **Item 2. Properties** We hold no real property. Our executive, administrative and operating office is provided to us at no cost by our CEO and director, Mr. Day, and is located at 5655 Riggins Court, Suite 15, Reno, NV 89502. We do not have a written lease agreement with Mr. Day or with the property landlord. Our officers and directors will work remotely from Canada or in the United States at the Reno office. **Item 3. Legal Proceedings** We are not a party to any legal proceedings. **Item 4. Mine Safety Disclosures** Not applicable. **** | 39 | | **** **PART II** **Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities** Our common stock is quoted under the symbol NGLD on the OTC Link alternative trading system on the OTC QX marketplace. Prior to January 26, 2015, our stock was quoted under the symbol TRYV. **** **Common Stock Currently Outstanding** As of March 31, 2026, we had 28,482,216 shares of our common stock outstanding. **Holders** As of the date of this Annual Report on Form 10-K, we had 1,370stockholders of record of our common stock. **Dividends** We have not declared any cash dividends on our common stock since our inception and do not anticipate paying any dividends in the foreseeable future. We plan to retain future earnings, if any, for use in our business. Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts as our directors deem relevant. **Transfer Agent** Our independent stock transfer agent is Dynamic Stock Transfer Inc, with an address at 15233 Ventura Blvd #710 Sherman Oaks, CA 9103; their phone number is (213) 667-0197. **Recent Sales of Unregistered Securities** None. **** **Additional Information** Copies of our annual reports on Form 10K, quarterly reports on Form 10Q, current reports on Form 8K, and any amendments to those reports, are available free of charge on the Internet at www.sec.gov. All statements made in any of our filings, including all forward-looking statements, are made as of the date of the document, in which the statement is included, and we do not assume or undertake any obligation to update any of those statements or documents unless we are required to do so by law. **Item 6. Selected Financial Data** Not required under Regulation S-K for smaller reporting companies. **** **Item 7. Managements Discussion and Analysis of Financial Conditions and Results of Operations** **Cautionary Statement Regarding Forward-Looking Statements** *Certain statements contained in this Annual Report on Form 10-K constitute forward-looking statements. These statements, identified by words such as plan, anticipate, believe, estimate, should, expect and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under this caption Managements Discussion and Analysis and elsewhere in this Form 10-K. We do not intend to update the forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information. We advise you to carefully review the reports and documents we file from time to time with the United States Securities and Exchange Commission (the SEC).* **** **Results of Operations** **General** The inclusion of supplementary analytical and related information herein may require us to make estimates and assumptions to enable us to fairly present, in all material respects, our analysis of trends and expectations with respect to our results of operations and financial position taken as a whole. Actual results may vary from the estimates and assumptions we make. | 40 | | **** **Results of Operation** | | | Years ended December 31, | | | Changes between | | | | | | 2025 | | | 2024 | | | the periods | | | | Operating expenses | | | | | | | | | | | | | | | Consulting fees | | $ | 539,042 | | | $ | 521,980 | | | $ | 17,062 | | | | Director and officer compensation | | | 795,688 | | | | 1,688,471 | | | | (892,783 | ) | | | Exploration expense | | | 1,622,044 | | | | 35,859 | | | | 1,586,185 | | | | Gain on sale of mineral property interest | | | (20,000 | ) | | | - | | | | (20,000 | ) | | | General and administrative | | | 84,030 | | | | 56,911 | | | | 27,119 | | | | Investor awareness and marketing | | | 656,283 | | | | 1,537,375 | | | | (881,092 | ) | | | Professional fees | | | 261,962 | | | | 88,831 | | | | 173,131 | | | | Transfer agent and filing fees | | | 54,963 | | | | 29,958 | | | | 25,005 | | | | Total operating expenses | | | 3,994,012 | | | | 3,959,385 | | | | 34,627 | | | | Other income (expense) | | | | | | | | | | | | | | | Fair value gain on equity investments | | | 29,149 | | | | 4,357 | | | | 24,792 | | | | Foreign exchange loss | | | (500 | ) | | | (16 | ) | | | (484 | ) | | | Interest income | | | 234,393 | | | | 393,334 | | | | (158,941 | ) | | | Total other income | | | 263,042 | | | | 397,675 | | | | (134,633 | ) | | | Net loss | | $ | 3,730,970 | | | $ | 3,561,710 | | | $ | 169,260 | | | *Revenues* We had no revenues for the years ended December 31, 2025 and 2024. 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 increased by $34,627 or 1%, to $3,994,012 as compared to $3,959,385 for the year ended December 31, 2024. Our largest expense item was associated with exploration expenses, which totaled $1,622,044 and included $1,596,258 we incurred under the Earn-in Agreement with Walker River, of which $202,835 represented the note and interest receivable from Walker River that was converted to exploration expense. Our second-largest expense was associated with director and officer compensation of $795,688, which represented a decrease of $892,783 from the $1,688,471 we incurred during the year ended December 31, 2024. The director and officer compensation included $679,021, associated with vested portion of options to acquire up to 1,800,000 common shares at $0.83 expiring on September 10, 2028, which we granted to our new directors and the president during the year ended December 31, 2025, under our Stock Option Plan and $116,667 recorded as the fair value of 166,667 shares we issued to our VP of Operations in 2023. During the year ended December 31, 2024, the director and officer compensation was associated with the vesting of shares that we issued to our three directors on December 30, 2021, and with shares we granted to our VP of Operations on February 24, 2023. During the same period, we incurred $656,283 in investor awareness and marketing expenses, which during the year ended December 31, 2025, decreased by $881,092, from $1,537,375 we incurred during the year ended December 31, 2024. Our professional fees increased by $173,131 to $261,962, these fees included $164,833 related to abandoned offering costs we paid when filing the registration statement on Form S-1 in October 2024, which we later decided not to maintain. Our consulting fees rose by $17,062 to $539,042 as compared to $521,980 we incurred during the year ended December 31, 2024. Transfer agent and filing fees increased by $25,005, reaching $54,963 for the year ended December 31, 2025. General and administrative expenses increased by $27,119 to $84,030 for the same period. Our operating expenses for the year ended December 31, 2025, included a $20,000 gain on the sale of our Swales Property in exchange for a 2% NSR and a cash payment of $100,000. We did not have similar transactions during the comparative year ended December 31, 2024. | 41 | | *Other income (expense)* During the year ended December 31, 2025, we recognized a $29,149 gain on fair value of investments in equity securities (2024 $4,357), which was mainly caused by the increase of market price of WRR Shares from CAD$0.17 per share at December 31, 2024, to CAD$0.24 per share at December 31, 2025, and to a smaller extent due to fluctuation of exchange rates between the US and Canadian dollars. In addition, we earned $234,393 in interest income, which decreased in comparison to $393,334 we earned during the year ended December 31, 2024, as a result of reduced cash balances we held in our bank accounts. During the same period, we recognized a $500 loss due to fluctuations in foreign exchange rates (2024 $16). *Net loss* During the year ended December 31, 2025, we recorded a net loss of $3,730,970, compared to a net loss of $3,561,710 for the year ended December 31, 2024. This increase was mainly due to higher exploration activities and lower interest income. These effects were partly offset by lower investor awareness and marketing expenses, reduced director and officer compensation, and a rise in gains from the fair value of equity investments. **** **Liquidity and Capital Resources** | Working capital | | December 31, 2025 | | | December 31, 2024 | | | | Current assets | | $ | 5,502,864 | | | $ | 7,548,918 | | | | Current liabilities | | | 1,402,130 | | | | 1,314,447 | | | | Working capital | | $ | 4,100,734 | | | $ | 6,234,471 | | | As of December 31, 2025, we had a cash balance of $5,455,294. Our working capital was $4,100,734, and cash flows used in operations totaled $1,909,016 for the year ended December 31, 2025. During the year ended December 31, 2025, our operations were funded with cash on hand. The cash that we had on hand at December 31, 2025, was generated from the issuance of 12,499,343 Units under the offering statement on Form 1-A (the Offering) for net cash proceeds of $9,598,012, which we closed during the year ended December 31, 2023, from exercise of warrants we issued as part of the Offering, and to a smaller extent, cash generated from sale of shares under the registration statement on Form S-1 (the Registration Statement). Due to the exploration rather than the production nature of our business, our operating activities do not generate cash flows and cannot satisfy our cash requirements. However, we believe that the cash we were able to generate from the Offering will allow us to support our operations, including our planned exploration programs and the general day-to-day business activities for the next 12-month period. We will continue to look for opportunities to generate additional cash through future equity or debt financings. **** **Cash Flow** | | | Year Ended December 31, | | | | | | 2025 | | | 2024 | | | | Cash flows used in operating activities | | $ | (1,909,016 | ) | | $ | (954,282 | ) | | | Cash flows provided by/(used in) investing activities | | | 40,000 | | | | (2,235,000 | ) | | | Cash flows provided by financing activities | | | 288,149 | | | | 481,051 | | | | Net decrease in cash during the year | | $ | (1,580,867 | ) | | $ | (2,708,231 | ) | | *Net cash used in operating activities* During the year ended December 31, 2025, net cash used in operating activities increased by $954,734 or 100%, to $1,909,016 for the year ended December 31, 2025, compared with $954,282 for the comparative period in 2024. During the year ended December 31, 2025, we used $2,150,096 to cover our cash operating costs, which were determined by reducing our net loss of $3,730,970 by non-cash items included in the net loss of $1,580,874. This use of cash was, in part, offset by a decrease in our prepaid expenses of $133,397, by a $102,683 increase in accounts payable and accrued liabilities, and a $5,000 increase in related party payables. | 42 | | During the year ended December 31, 2024, we used $954,282 in our operating activities. Of this amount, we used $1,310,654 to cover our cash operating costs, which were determined by reducing the net loss of $3,561,710 the Company incurred during the year by non-cash items included in the net loss of $2,251,056. This use of cash was in part offset by a $348,232 decrease in prepaid expenses and $8,140 increase in accounts payable. *Adjustments to reconcile net loss to net cash used in operating activities* During the year ended December 31, 2025, we recognized a $29,149 gain on the revaluation of the fair value of our investment in WRR Shares and a $20,000 gain on the sale of our interest in Swales Property. Additionally, we recognized $116,667 on vesting of shares awarded to our VP of Operations, $466,667 on vesting of shares awarded to our consultants in accordance with the agreements executed in February 2023, and $679,021 related to the fair value of options granted to our president and directors that vested during the period. A further $202,835 was associated with converting the remaining receivable under the note and interest receivable from Walker River into eligible exploration expenditures under the Earn-in Agreement with Walker River, and $164,833 in professional fees, which were related to abandoned offering costs we paid when filing the registration statement on Form S-1 in October 2024, which we later decided not to maintain. During the year ended December 31, 2024, we recognized a $4,357 gain on revaluation of fair value of our investments in WRR Shares. In addition, we recognized $988,470 in director and CEO compensation associated with the par-value shares we distributed to our directors and CEO on December 30, 2021, $700,000 and $466,668 we recorded on vesting of shares awarded to our VP of Operations and our consultants, respectively, in accordance with the agreements we executed in February of 2023, and $100,275 we recorded on issuance of 35,000 shares to our consultant for investor awareness and marketing services. *Net cash provided by/(used in) investing activities* During the year ended December 31, 2025, we spent $20,000 to make an option payment on the Swales Property, which was initially accrued at December 31, 2024, and $40,000 to make option payments on our Agai-Pah and Belshazzar Properties. This use of funds was offset by $100,000 we received on the sale of our interest in the Swales Property. During the year ended December 31, 2024, we spent $20,000 to make an option payment on the Swales Property, which was initially accrued at December 31, 2023, $325,000 to acquire NSR on Lapon Canyon Project, $150,000 to acquire NSR on Pikes Peak Project, $1,500,000 to exercise our option to acquire 1% production royalty on the Olinghouse Project. In addition, we paid $20,000 for our option on Agai-Pah Property and $20,000 for our option on Belshazzar Property. In addition, we advanced to Walker River Resources, LLC $200,000 in exchange for a promissory note for a maximum of $500,000. The principal amount advanced under the note payable accumulates interest at a rate of 12% per annum. *Net cash provided by financing activities* During the year ended December 31, 2025, we issued 180,000 shares for total proceeds of $288,149 under the Registration Statement. ** During the year ended December 31, 2024, we issued 455,375 shares for total proceeds of $546,450 on exercise of the Warrants issued as part of the Offering, which the Company closed in its fiscal 2023 year. Of this amount, $18,000 was received during the year ended December 31, 2023. In addition, we recorded an additional $600 as obligation to issue shares on the exercise of the Warrants. We paid $2,999 in share issuance costs associated with exercise of these Warrants. We paid $45,000 in future share issuance costs associated with the registration statement on Form S-1 we filed with the SEC in October of 2024. | 43 | | **** **Going Concern** At December 31, 2025, we had a working capital surplus of $4,100,734 and cash on hand of $5,455,294, which is sufficient to support our current plan of operations, including exploration programs, for the next 12-month period. Our investment in equity security is represented by 511,750 WRR Shares valued at $89,611. To support our operations beyond the 12-month period, we are planning to continue actively pursuing other means of financing our operations, including equity and/or debt financing. In October of 2024, we filed a registration statement on Form S-1 with the SEC, which was made effective November 8, 2024. Under the registration statement, we could sell up to an additional $25,000,000 shares of our common stock, of which we sold 180,000 shares during the year ended December 31, 2025. We decided not to maintain the registration statement. Given the current market and industry conditions, we cannot be sure that we will be able to procure additional funding. If operating difficulties or other factors (many of which are beyond our control) delay our realization of revenues or cash flows from operations, we may be limited in our ability to pursue our business plan. Moreover, if our resources from obtaining additional capital or cash flows from operations, once we commence them, do not satisfy our operational needs or if unexpected expenses arise due to unanticipated pressures or if we decide to expand our business plan beyond its currently anticipated level or otherwise, we will require additional financing to fund our operations, in addition to anticipated cash generated from our operations. Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited. In a worst-case scenario, we might not be able to fund our operations or to remain in business, which could result in a total loss of our stockholders investment. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders would be reduced, and these newly issued securities might have rights, preferences, or privileges senior to those of existing stockholders. **Impact of Inflation** We believe that inflation has had a negligible effect on operations over the past fiscal year. **Capital Expenditures** During the year ended December 31, 2025, we used $20,000 to make an option payment on the Swales Property, which was initially accrued at December 31, 2024, and an additional $40,000 to make option payments for our Agai-Pah and Belshazzar Properties. ** During the year ended December 31, 2024, we used $20,000, to make an option payment on the Swales Property, which was initially accrued at December 31, 2023, $325,000 to acquire NSR on Lapon Canyon Project, $150,000 to acquire NSR on Pikes Peak Project, $1,500,000 to exercise our option to acquire 1% production royalty on the Olinghouse Project. In addition, we paid $20,000 for our option on Agai-Pah Property and $20,000 for our option on Belshazzar Property. **Off-Balance Sheet Arrangements** None. **Pronouncements** We have implemented all new accounting pronouncements that are in effect, and that may impact our financial statements and do not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or results of operations. **Item 7A. 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 8. Financial Statements and Supplementary Data** Our audited financial statements are set forth in this Annual Report beginning on page F-1. | 44 | | **NEVADA CANYON GOLD CORP.** FINANCIAL STATEMENTS DECEMBER 31, 2025 AND 2024 **INDEX TO FINANCIAL STATEMENTS** | | PAGE | | | | | | | Financial Statements | | | | | | | | Report of Independent Registered Public Accounting Firm (PCAOB ID: 444) | F-1 | | | | | | | Consolidated Balance Sheets as of December 31, 2025 and 2024 | F-2 | | | | | | | Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 | F-3 | | | | | | | Consolidated Statement of Stockholders Equity for the years ended December 31, 2025 and 2024 | F-4 | | | | | | | Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 | F-5 | | | | | | | Notes to the Consolidated Financial Statements | F-6 | | **** | 45 | | **** **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** **** To the shareholders and the board of directors of Nevada Canyon Gold Corp. **** **Opinion on the Financial Statements** **** We have audited the accompanying consolidated balance sheets of Nevada Canyon Gold Corp. (the Company) as of December 31, 2025 and 2024 and the related consolidated statements of operations, of stockholders equity and cash flows for the years then ended, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024 and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion **** These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. Critical Audit Matter **** Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee or those in charge of governance and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters. /s/Assure CPA, LLC We have served as the Companys auditor since 2023. Spokane, Washington PCAOB ID: 444 March 31, 2026 **** | F-1 | | **** **Nevada Canyon Gold Corp.** **Consolidated Balance Sheets** **** | | | December 31, 2025 | | | December 31, 2024 | | | | | | | | | | | | | ASSETS | | | | | | | | | | | Current Assets | | | | | | | | | | | Cash | | $ | 5,455,294 | | | $ | 7,036,161 | | | | Note receivable | | | - | | | | 200,000 | | | | Prepaid expenses and other current assets | | | 47,570 | | | | 312,757 | | | | Total Current Assets | | | 5,502,864 | | | | 7,548,918 | | | | | | | | | | | | | | | Investment in equity security | | | 89,611 | | | | 60,462 | | | | Mineral property and royalty interests | | | 2,775,395 | | | | 2,815,395 | | | | TOTAL ASSETS | | $ | 8,367,870 | | | $ | 10,424,775 | | | | | | | | | | | | | | | LIABILITIES AND STOCKHOLDERS EQUITY | | | | | | | | | | | Current Liabilities | | | | | | | | | | | Accounts payable and accrued liabilities | | $ | 937,130 | | | $ | 854,447 | | | | Related party payables | | | 465,000 | | | | 460,000 | | | | Total Liabilities | | | 1,402,130 | | | | 1,314,447 | | | | | | | | | | | | | | | Commitments and Contingencies (Note 4) | | | - | | | | - | | | | | | | | | | | | | | | Stockholders Equity | | | | | | | | | | | Preferred Stock: Authorized 10,000,000 preferred shares, $0.0001 par, none issued and outstanding as of December 31, 2025 and 2024 | | | - | | | | - | | | | Common Stock: Authorized 100,000,000 common shares, $0.0001 par, 28,482,216 and 27,424,450 issued and outstanding as of December 31, 2025 and 2024, respectively | | | 2,848 | | | | 2,742 | | | | Additional paid-in capital | | | 19,418,023 | | | | 17,831,147 | | | | Obligation to issue shares | | | - | | | | 600 | | | | Accumulated deficit | | | (12,455,131 | ) | | | (8,724,161 | ) | | | Total Stockholders Equity | | | 6,965,740 | | | | 9,110,328 | | | | TOTAL LIABILITIES AND STOCKHOLDERS EQUITY | | $ | 8,367,870 | | | $ | 10,424,775 | | | *The accompanying notes are an integral part of these consolidated financial statements* | F-2 | | **** **Nevada Canyon Gold Corp.** **Consolidated Statements of Operations** **** | | | 2025 | | | 2024 | | | | | | For the year ended December 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Operating expenses | | | | | | | | | | | Consulting fees | | $ | 539,042 | | | $ | 521,980 | | | | Director and officer compensation | | | 795,688 | | | | 1,688,471 | | | | Exploration expenses | | | 1,622,044 | | | | 35,859 | | | | Gain on sale of mineral property interest | | | (20,000 | ) | | | - | | | | General and administrative | | | 84,030 | | | | 56,911 | | | | Investor awareness and marketing | | | 656,283 | | | | 1,537,375 | | | | Professional fees | | | 261,962 | | | | 88,831 | | | | Transfer agent and filing fees | | | 54,963 | | | | 29,958 | | | | Total operating expenses | | | 3,994,012 | | | | 3,959,385 | | | | | | | | | | | | | | | Other income (expense) | | | | | | | | | | | Fair value gain on equity investments | | | 29,149 | | | | 4,357 | | | | Foreign exchange loss | | | (500 | ) | | | (16 | ) | | | Interest income | | | 234,393 | | | | 393,334 | | | | Total other income | | | 263,042 | | | | 397,675 | | | | Net loss | | $ | 3,730,970 | | | $ | 3,561,710 | | | | | | | | | | | | | | | Net loss per common share - basic and diluted | | $ | 0.13 | | | $ | 0.14 | | | | Weighted average number of common shares outstanding: | | | | | | | | | | | Basic and diluted | | | 28,006,972 | | | | 26,149,738 | | | *The accompanying notes are an integral part of these consolidated financial statements* | F-3 | | **** **Nevada Canyon Gold Corp.** **Consolidated Statement of Stockholders Equity** | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Total | | | | | | Common Stock | | | Obligation | | | Additional | | | Accumulated | | | Stockholders | | | | | | Shares | | | Amount | | | to Issue Shares | | | Paid-in Capital | | | Deficit | | | Equity | | | | | | | | | | | | | | | | | | | | | | | | | Balance, December 31, 2023 | | | 25,240,051 | | | $ | 2,523 | | | $ | 18,000 | $ | 14,957,547 | | | $ | (5,162,451 | ) | | $ | 9,815,619 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Shares to be issued on exercise of warrants | | | - | | | | - | | | | 600 | | | | - | | | | - | | | | 600 | | | | Shares issued on exercise of warrants | | | 455,375 | | | | 46 | | | | (18,000 | ) | | | 546,404 | | | | - | | | | 528,450 | | | | Share issuance costs | | | - | | | | - | | | | - | | | | (2,999 | ) | | | - | | | | (2,999 | ) | | | Shares issued for services | | | 35,000 | | | | 3 | | | | - | | | | 100,272 | | | | - | | | | 100,275 | | | | Shares issued for future share issuance costs | | | 27,356 | | | | 3 | | | | - | | | | 74,952 | | | | - | | | | 74,955 | | | | Stock-based compensation - consultants | | | 666,668 | | | | 67 | | | | - | | | | 466,601 | | | | - | | | | 466,668 | | | | Stock-based compensation - VP of Operations | | | 1,000,000 | | | | 100 | | | | - | | | | 699,900 | | | | - | | | | 700,000 | | | | Stock-based compensation - officers and directors | | | - | | | | - | | | | - | | | | 988,470 | | | | - | | | | 988,470 | | | | Net loss for the year ended December 31, 2024 | | | - | | | | - | | | | - | | | | - | | | | (3,561,710 | ) | | | (3,561,710 | ) | | | Balance, December 31, 2024 | | | 27,424,450 | | | | 2,742 | | | | 600 | | | | 17,831,147 | | | | (8,724,161 | ) | | | 9,110,328 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Shares issued for cash | | | 180,000 | | | | 18 | | | | - | | | | 288,131 | | | | - | | | | 288,149 | | | | Share issuance costs previously deferred | | | - | | | | - | | | | - | | | | (39,122 | ) | | | - | | | | (39,122 | ) | | | Adjustment to shares issued on exercise of warrants | | | - | | | | - | | | | (600 | ) | | | 600 | | | | - | | | | - | | | | Shares issued for future share issuance costs | | | 44,431 | | | | 4 | | | | - | | | | 74,996 | | | | - | | | | 75,000 | | | | Stock-based compensation - consultants | | | 666,668 | | | | 67 | | | | - | | | | 466,600 | | | | - | | | | 466,667 | | | | Stock-based compensation - VP of Operations | | | 166,667 | | | | 17 | | | | - | | | | 116,650 | | | | - | | | | 116,667 | | | | Stock-based compensation - officers and directors | | | - | | | | - | | | | - | | | | 679,021 | | | | - | | | | 679,021 | | | | Net loss for the year ended December 31, 2025 | | | - | | | | - | | | | - | | | | - | | | | (3,730,970 | ) | | | (3,730,970 | ) | | | Balance, December 31, 2025 | | | 28,482,216 | | | $ | 2,848 | | | $ | - | | | $ | 19,418,023 | | | $ | (12,455,131 | ) | | $ | 6,965,740 | | | *The accompanying notes are an integral part of these consolidated financial statements* | F-4 | | **** **Nevada Canyon Gold Corp.** **Consolidated Statements of Cash Flow** | | | 2025 | | | 2024 | | | | | | For the year ended December 31, | | | | | | 2025 | | | 2024 | | | | OPERATING ACTIVITIES: | | | | | | | | | | | Cash flows used in operating activities | | | | | | | | | | | Net loss | | $ | (3,730,970 | ) | | $ | (3,561,710 | ) | | | Adjustment to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | Exploration expenses associated with settlement of note and interest receivable | | | 202,835 | | | | - | | | | Fair value gain on equity investments | | | (29,149 | ) | | | (4,357 | ) | | | Gain on sale of mineral property interest | | | (20,000 | ) | | | - | | | | Professional fees associated with abandoned offering costs | | | 164,833 | | | | - | | | | Stock-based compensation - directors,CEO, and president | | | 679,021 | | | | 988,470 | | | | Stock-based compensation - consultants | | | 466,667 | | | | 466,668 | | | | Stock-based compensation - VP of Operations | | | 116,667 | | | | 700,000 | | | | Stock-based compensation - investor awareness and marketing | | | - | | | | 100,275 | | | | Changes in operating assets and liabilities: | | | | | | | | | | | Prepaid expenses and other current assets | | | 133,397 | | | | 348,232 | | | | Accounts payable and accrued liabilities | | | 102,683 | | | | 8,140 | | | | Related party payables | | | 5,000 | | | | - | | | | Net cash used in operating activities | | | (1,909,016 | ) | | | (954,282 | ) | | | | | | | | | | | | | | INVESTING ACTIVITIES: | | | | | | | | | | | Proceeds received from sale of mineral property interest | | | 100,000 | | | | - | | | | Cash advanced on note receivable | | | - | | | | (200,000 | ) | | | Acquisition of mineral property and royalty interests | | | (60,000 | ) | | | (2,035,000 | ) | | | Net cash provided by (used in) investing activities | | | 40,000 | | | | (2,235,000 | ) | | | | | | | | | | | | | | FINANCING ACTIVITIES: | | | | | | | | | | | Proceeds from sale of common stock | | | 288,149 | | | | - | | | | Proceeds from the exercise of warrants | | | - | | | | 529,050 | | | | Share issuance costs | | | - | | | | (2,999 | ) | | | Share issuance costs on shares to be issued | | | - | | | | (45,000 | ) | | | Net cash provided by financing activities | | | 288,149 | | | | 481,051 | | | | | | | | | | | | | | | Net decrease in cash | | | (1,580,867 | ) | | | (2,708,231 | ) | | | Cash at beginning of period | | | 7,036,161 | | | | 9,744,392 | | | | Cash at end of period | | $ | 5,455,294 | | | $ | 7,036,161 | | | | | | | | | | | | | | | NONCASH INVESTING AND FINANCING ACTIVITIES: | | | | | | | | | | | Shares of common stock issued for prepaid share issuance costs | | $ | 75,000 | | | $ | 74,955 | | | | Settlement of note and interest receivable via reduction in exploration expenditures commitment | | $ | 202,835 | | | $ | - | | | | Mineral interests acquired with related party payables, net | | $ | - | | | $ | 20,000 | | | *The accompanying notes are an integral part of these consolidated financial statements* | F-5 | | **** **NEVADA CANYON GOLD CORP.** **NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS** **FOR THE YEARS ENDED** **DECEMBER 31, 2025 AND 2024** **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. **Going Concern** **** The Companys consolidated financial statements are prepared using accounting principles generally accepted in the United States of America (US GAAP) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company is in the business of acquiring and exploring mineral properties and royalty interests and has not generated or realized any revenues from these business operations. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. As of December 31, 2025, the Companys management has assessed the Companys ability to continue as a going concern. Managements assessment is based on various factors, including historical and projected financial performance, liquidity, and other relevant circumstances. As of the date of these consolidated financial statements, the Company has sufficient cash to meet its working capital requirements and fund its exploration programs and general day-to-day operations for at least the next 12 months from the date of filing these consolidated financial statements. This assessment takes into account the Companys current cash balances as a result of the sale of the Companys common shares under the offering statement on Form 1-A, a registration statement on Form S-1 (the Offerings), and expected future cash inflows from future financing the management is planning to undertake. While the Company believes it has the financial resources to continue its operations for the next 12 months, it is important to note that there are inherent uncertainties in projecting future cash flows, and there can be no assurance that these projections will be realized. The Company continues to closely monitor its financial position, market conditions, and other factors that may impact its ability to continue as a going concern. Managements assessment is based on the information available as of the date of this report. If unforeseen events, adverse market conditions, or other factors negatively affect the Companys financial position in the future, there may be a need to adjust the going concern assessment. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In the event that the Companys ability to continue as a going concern becomes doubtful, adjustments to the carrying values of assets and liabilities, as well as additional disclosures, would be necessary. **NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** **Basis of Presentation** These consolidated financial statements and related notes are presented in accordance with US GAAP and in United States dollars. **** **Principles of Consolidation** The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Nevada Canyon LLC and Canyon Carbon LLC. On consolidation, all intercompany balances and transactions are eliminated. | F-6 | | **Use of Estimates and Assumptions** The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. The Company regularly evaluates estimates and assumptions related to the fair value of stock-based compensation, impairment of its interest in mineral properties, and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Companys estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected. **Basis of Accounting** The Companys consolidated financial statements are prepared using the accrual method of accounting. **Cash and Cash Equivalents** Cash and cash equivalents include bank deposits and highly liquid investments purchased with maturities of three months or less. Cash deposits with banks may exceed Federal Deposit Insurance Corporation insured limits. **Deferred Stock Issuance Costs** The Company defers, within prepaid expenses, certain legal, accounting and other third-party fees that are directly related to the Companys in-process equity financings until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction of the proceeds received as a result of the offering. Should a planned equity financing be abandoned, terminated or significantly delayed, the deferred offering costs are immediately written off to operating expenses. **Equity Investments** Investments in equity securities are generally measured at fair value. Gains and losses for equity securities resulting from changes in fair value are recognized in current earnings. Gains and losses on the sale of securities are recognized on a specific identification basis. **Income Taxes** The Company accounts for income taxes under the liability method. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. The Company provides a valuation allowance for deferred tax assets that the Company does not consider more likely (than not) to be realized. The Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the initial determination of the positions sustainability and is measured at the largest amount of benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the amount of the recognized tax benefit is still appropriate. The recognition and measurement of tax benefits require significant judgment. Judgments concerning the recognition and measurement of a tax benefit might change as new information becomes available. | F-7 | | **Earnings per Share** The Companys 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 the unvested portion of restricted stock. The Companys diluted EPS is calculated by dividing its net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the period. Dilutive earnings per share include any additional dilution from common stock equivalents, such as stock options, warrants, and convertible instruments, if the impact is not antidilutive. At December 31, 2025 and 2024, all of the Companys outstanding warrants, options, and restricted stock awards are excluded from the diluted earnings per share calculation because their impact would be anti-dilutive. **** **Fair Value of Financial Instruments** The Companys financial instruments include cash and cash equivalents and investment in equity security. The carrying value of these financial instruments approximates their fair value based on their short-term nature. The Company is not exposed to significant interest, exchange or credit risk arising from these financial instruments. The fair value hierarchy under US GAAP is based on the following three levels of inputs, of which the first two are considered observable and the last unobservable: | Level 1: | Quoted prices (unadjusted) in active markets for identical assets or liabilities; | | | | | | | Level 2: | Observable inputs other than Level I, quoted prices for similar assets or liabilities in active markets whose inputs are observable or whose significant value drivers are observable; and | | | | | | | Level 3: | Assets and liabilities whose significant value drivers are unobservable by little or no market activity and that are significant to the fair value of the assets or liabilities. | | At the end of each reporting period, the Companys investment in equity security is measured at fair value using Level 1 inputs. During the years ended December 31, 2025 and 2024, the Company has no assets or liabilities requiring measurement at fair value on a non-recurring basis. **Stock-Based Compensation** All transactions in which goods or services are received for the issuance of shares of the Companys common stock or the issuance of common stock awards are accounted for based on the fair value of the equity interest issued. The fair value of shares of common stock is determined based upon the closing price per share of the Companys common stock on the date of issuance and other applicable inputs. The Company recognizes stock-based compensation for common stock award grants evenly over the related vesting period. The Company recognizes forfeitures as they occur. The fair value of stock options is determined using a Black-Scholes valuation model. Option pricing models require the input of subjective assumptions, including the length of time employees will retain their vested stock options before exercising them, expected share price volatility, and interest rate. The risk-free interest rate is based on the U.S. Treasury Daily Yield Curve Rate with an equivalent term in effect as of the date of grant. The expected option lives and volatility assumptions are based on historical data of the Companys closing day market price per share. Changes in the input assumptions can materially affect the fair value estimate and the Companys net loss. **Mining Interests and Mineral Exploration Expenditures** Exploration costs are expensed in the period in which they occur. The Company capitalizes costs for acquiring and leasing mining properties and expenses costs to maintain mineral rights as incurred. Should a property reach the production stage, capitalized costs would be amortized using the units-of-production method based on periodic estimates of ore reserves. If a mineral interest is abandoned or sold, its capitalized costs are charged to operations. Consideration received by the Company pursuant to joint ventures or purchase option agreements is applied against the carrying value of the related mineral interest. When and if payments received exceed the carrying value, the excess amount is recognized as a gain in the consolidated statement of operations in the period the consideration is received. | F-8 | | **Impairment of Long-Lived Assets** The Company periodically reviews its long-lived assets to determine if any events or changes in circumstances have transpired which indicate that the carrying value of its assets may not be recoverable. The Company determines impairment by comparing the undiscounted net future cash flows estimated to be generated by its assets to their respective carrying amounts. If impairment is deemed to exist, the assets will be written down to fair value. **Related Parties and Transactions** The Company identifies related parties and discloses related party transactions. Parties, which can be entities or individuals, are considered to be related if either party has the ability, directly or indirectly, to control or exercise significant influence over the Company in making financial and operational decisions. Entities and individuals are also considered to be related if they are subject to common control or significant influence of the Company. **** **Segments** Operating segments are defined as components of an enterprise that engage in activities from which it may earn revenues and incur expenses for which separate operational financial information is available and is regularly evaluated by the Chief Operating Decision Maker, who is our Chief Executive Officer, for the purpose of allocating an enterprises resources and assessing its operating performance. The Company has determined that it operates as a single reportable segment, focused on the exploration of its mineral interests in the states of Nevada and Idaho, United States. This determination is based on the financial information reviewed by the CODM, which is assessed at a consolidated level. The CODM is responsible for evaluating performance, allocating resources, and making strategic decisions. The primary measure used to assess the Companys profitability is consolidated net loss. The financial position, results of operations, and cash flows of the Companys single reportable segment align with the consolidated financial statements presented herein. The CEO primarily evaluates the Companys performance based on consolidated net loss and reviews significant expenses, when applicable, on a consolidated basis, consistent with the presentation in the consolidated statements of operations. The measure of segment assets is reported on the consolidated balance sheet as total assets. **Note Receivable** The Company recognizes note receivables when it has a contractual right to receive principal and, where applicable, interest under the terms of a written agreement. Note receivables are initially recorded at fair value and subsequently measured at amortized cost using the effective interest method. Interest income is recognized over the term of the note based on the stated interest rate, unless the note is non-interest bearing, in which case it is recorded at its present value and the discount is amortized to interest income over the life of the note. The Company evaluates note receivables for impairment on a periodic basis and establishes an allowance for credit losses when necessary. **Recent Accounting Pronouncements** In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures, amending income tax disclosure requirements for the effective tax rate reconciliation and income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024 and are applied prospectively. Early adoption and retrospective application of the amendments are permitted. We retrospectively adopted the income tax disclosures required under amendments in the year ended December 31, 2025 financial statements. In November 2024, the FASB issued ASU 2024-03, *Income StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses*, which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement. The new disclosure requirements are effective for the Companys annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating the ASU to determine its impact on our consolidated financial statements and disclosures. | F-9 | | Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. **NOTE 3 RELATED PARTY TRANSACTIONS** Amounts due to related parties at December 31, 2025 and 2024: SCHEDULE OF AMOUNTS DUE TO RELATED PARTIES | | | December 31, 2025 | | | December 31, 2024 | | | | Amounts due to a director and Chief Financial Officer (CFO) (a) | | $ | 100,000 | | | $ | 100,000 | | | | Amounts due to a company controlled by a director and CFO (a) | | | 360,000 | | | | 360,000 | | | | Amounts due to a director and President (a) | | | 5,000 | | | | - | | | | Total related party payables | | $ | 465,000 | | | $ | 460,000 | | | | (a) | These amounts are non-interest bearing, unsecured and due on demand. | | During the years ended December 31, 2025 and 2024, the Company had the following transactions with its related parties: SCHEDULE OF TRANSACTIONS WITH ITS RELATED PARTIES | | | 2025 | | | 2024 | | | | | | Year ended December 31, | | | | | | 2025 | | | 2024 | | | | Exploration expenses incurred to a company controlled by the Chairman of the Board and CEO of the Company | | $ | 17,293 | | | $ | - | | | | Consulting fees incurred to President and director | | $ | 40,000 | | | $ | - | | | See *Note 4 - Mineral Property Interests* for further information on related party transactions and *Note 6 - Stockholders Equity* for further information regarding stock issued to related parties. **NOTE 4 MINERAL PROPERTY AND ROYALTY INTERESTS** As of December 31, 2025, the Companys mineral property interests are comprised of the Lazy Claims Property, the Loman Property, and the Agai-Pah Property, located in Nevada, and the Belshazzar Property located in Idaho. In addition, the Company holds a 1% production royalty on the Olinghouse Project, 2% net smelter returns royalty (NSR) on the Palmetto Project, 2% NSR on the Lapon Canyon Project, 1% NSR on 36 Sleeper claims included in the Lapon Canyon Project, 2% NSR on the Pikes Peak Project, and a 2% NSR on the Swales Property, which are all located in Nevada. SCHEDULE OF MINERAL PROPERTY INTERESTS | | | December 31, 2025 | | | December 31, 2024 | | | | Mineral Property Interests | | | | | | | | | | | Lazy Claims | | $ | - | | | $ | - | | | | Loman | | | 10,395 | | | | 10,395 | | | | Agai-Pah | | | 100,000 | | | | 80,000 | | | | Belshazzar | | | 100,000 | | | | 80,000 | | | | Swales | | | - | | | | 80,000 | | | | Sub-total, Mineral Property Interests | | | 210,395 | | | | 250,395 | | | | Royalty Interests | | | | | | | | | | | Olinghouse | | | 1,740,000 | | | | 1,740,000 | | | | Palmetto | | | 350,000 | | | | 350,000 | | | | Lapon Canyon (including Sleeper claims) | | | 325,000 | | | | 325,000 | | | | Pikes Peak | | | 150,000 | | | | 150,000 | | | | Swales | | | - | | | | - | | | | Sub-total, Royalty Interests | | | 2,565,000 | | | | 2,565,000 | | | | Total Mineral Property and Royalty Interests | | $ | 2,775,395 | | | $ | 2,815,395 | | | | F-10 | | **Mineral Property Interests** **** **Lazy Claims Property** On August 2, 2017, the Company entered into an exploration lease agreement (the Lazy Claims Agreement) with Tarsis Resources US Inc. (Tarsis), a Nevada corporation, to lease the Lazy Claims, consisting of three claims. The term of the Lazy Claims Agreement is ten years and is subject to extension for an additional two consecutive 10-year terms. Full consideration of the Lazy Claims Agreement consists of the following: an initial cash payment of $1,000 to Tarsis, paid upon the execution of the Lazy Claims Agreement, with $2,000 payable to Tarsis on each subsequent anniversary of the effective date. The Company agreed to pay Tarsis a 2% production royalty (the Lazy Claims Royalty) based on the gross returns from the production and sale of minerals from the Lazy Claims. Should the Lazy Claims Royalty payments to Tarsis be in excess of $2,000 per year, the Company will not be required to pay a $2,000 annual minimum payment. During the years ended December 31, 2025 and 2024, the Company paid $2,000, each, in minimum annual payments that are required under the Lazy Claims Agreement. These fees were recorded as part of the Companys exploration expenses. During the years ended December 31, 2025 and 2024, the Company paid $700 and $Nil, respectively, in annual mining claim fees. **Loman Property** The Loman Property consists of unpatented mining claims that the Company acquired from a third party in December 2019 for a total of $10,395. During the year ended December 31, 2025, the Company paid $3,457 (2024 - $3,459) in annual mining claim fees. These fees were recorded as part of the Companys exploration expenses. **** **Agai-Pah Property** On May 19, 2021, the Company entered into an exploration lease with an option to purchase agreement (the Agai-Pah Property Agreement) with MSM Resource, L.L.C. (MSM), a Nevada limited liability Corporation on the Agai-Pah Property, consisting of unpatented mining claims, located in Nevada about 10 miles northeast of the town of Hawthorne (the Agai-Pah Property). Alan Day, the managing member of MSM, is the CEO and chairman of the board of the Company. The term of the Agreement commenced on May 19, 2021, and continues for ten years, subject to the Companys right to extend the Agai-Pah Property Agreement for two additional terms of ten years each, and subject to the Companys 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. During the years ended December 31, 2025 and 2024, the Company paid $20,000, each, in annual payments required under the Agai-Pah Property Agreement. During the year ended December 31, 2025, the Company paid $4,305 (2024 - $4,307) in annual mining claim fees. In addition, during the year ended December 31, 2025, the Company spent $9,757 in exploration expenses associated with the Agai-Pah Property (2024 - $14,933). **** | F-11 | | **** **Belshazzar Property** On June 4, 2021, the Company entered into an exploration lease with an option to purchase agreement (the Belshazzar Property Agreement) with Belshazzar Holdings, L.L.C. (Belshazzar), a Nevada Limited Liability Corporation on the Belshazzar Property, consisting of unpatented lode and placer mineral claims in Idaho (the Belshazzar Property). Alan Day, the managing member of Belshazzar, is the CEO and chairman of the board of the Company. The term of the Belshazzar Property Agreement commenced on June 4, 2021, and continues for ten years, subject to the Companys right to extend the Belshazzar Property Agreement for two additional terms of ten years each, and subject to the Companys option to purchase the Belshazzar Property. Full consideration of the Belshazzar Property Agreement consists of the following: (i) an initial cash payment of $20,000 to be paid within 90 days from the execution of the Belshazzar Property Agreement on June 4, 2021 (the effective date), and (ii) annual payments of $20,000 to be paid on the anniversary of the Effective Date while the Belshazzar Property Agreement remains in effect. The Company has the exclusive option and right to acquire 100% ownership of the Belshazzar Property (the Belshazzar Purchase Option). To exercise the Belshazzar Purchase Option, the Company will be required to pay $800,000 (the Belshazzar Purchase Price). The Belshazzar Purchase Price can be paid in either cash and/or equity of the Company, or a combination thereof, at the election of Belshazzar. The annual payments paid by the Company to 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. During the years ended December 31, 2025 and 2024, the Company paid $20,000, each, in annual payments required under the Belshazzar Property Agreement. During the year ended December 31, 2025, the Company paid $3,272 (2024 - $3,475) in annual mining claim fees and spent an additional $2,294 (2024 - $500) for geological work done on the Belshazzar Property. These fees were recorded as part of the Companys exploration expenses. **** **Swales Property** On December 27, 2021, the Company entered into an exploration lease with an option to purchase agreement (the Swales Property Agreement) with Mr. W. Wright Parks III., (Mr. Parks) on the Swales Property, consisting of unpatented lode mining claims located in Nevada (the Swales Property). The term of the Swales Property Agreement commenced on December 27, 2021, and was to continue for ten years, subject to the Companys right to extend the Swales Property Agreement for two additional terms of ten years each, and subject to the Companys option to purchase the Swales Property. Full consideration of the Swales Property Agreement consisted of the following: (i) an initial cash payment of $20,000 to be paid within 90 days from the execution of the Swales Property Agreement on December 27, 2021 (the Effective Date), and (ii) annual payments of $20,000 to be paid on the anniversary of the Effective Date while the Swales Property Agreement remained in effect. The Company had the exclusive option and right to acquire 100% ownership of the Swales Property (the Swales Purchase Option). To exercise the Swales Purchase Option, the Company was required to pay $750,000 (the Swales Purchase Price). The Swales Purchase Price could have been paid in either cash and/or equity of the Company, or a combination thereof, at the election of Mr. Parks. The annual payments paid by the Company to Mr. Parks, would not be applied or credited against the Swales Purchase Price. At December 31, 2024, the Company accrued the third $20,000 anniversary payment, which was paid on February 27, 2025. | F-12 | | On June 9, 2025, the Company entered into a Property Asset Purchase Agreement to sell its right to the Swales Property Agreement for a total consideration of $100,000 cash and the grant of a 2% net smelter royalty on the initial claims included in the Swales Property, and an additional unpatented mining claims acquired by the purchaser and added to the Swales Property. The Company recognized a gain on the sale of mineral interest of $20,000 during the year ended December 31, 2025. During the year ended December 31, 2025, the Company did not incur any expenses associated with the Swales Property. During the year ended December 31, 2024, the Company paid $8,547 in annual mining claim fees. These fees were recorded as part of the Companys exploration expenses. **Royalty Interests** **** **Olinghouse Project** On December 17, 2021, the Companys 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 Targets 1% production royalty from the net smelter returns on all minerals and products produced from certain properties comprising the Olinghouse Project located in Nevada. Under the terms of the Olinghouse Agreement, the Company was required to make an initial cash option payment of $200,000 on execution of the Agreement, which the Company paid on December 18, 2021. 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. In December of 2023, in accordance with Article 3 of the Olinghouse Agreement, the Company notified Target of its intent to exercise the option to acquire the 1% production royalty on the Olinghouse Project, and on August 14, 2024, the Company made the final $1,500,000 option payment, based on the amended Olinghouse Agreement, on the transfer of Royalty Deed in the Companys name. Following the transfer of the 1% production royalty interest, the Company has no further obligations under the Olinghouse Agreement. During the years ended December 31, 2025 and 2024, the Company did not incur any exploration costs 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, the CEO and chairman of the board of the Company, is one of the directors 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 years ended December 31, 2025 and 2024, the Company did not incur any additional expenses associated with the Palmetto Project. **** **Lapon Canyon Project** **** On May 24, 2024, Nevada Canyon, LLC entered into a Royalty Purchase Agreement with Walker River Resources, LLC (Walker River), a wholly owned subsidiary of Walker River Resources Corp. (WRR), to acquire a 2% NSR on the Lapon Canyon Project, (the Lapon Canyon Project) for a one-time cash payment of $300,000. | F-13 | | The Lapon Canyon Project consists of unpatented lode mining claims identified as the Sleeper and Lapon Rose claim groups situated in Mineral County, Nevada, within the northern portion of the Walker Lane gold trend. In addition, the Company also acquired an additional 1% NSR from two individuals who held the NSR on the Sleeper claims that are included in the Lapon Canyon Project. The Company paid a total of $25,000 for a 1% NSR on 36 Sleeper claims. During the years ended December 31, 2025 and 2024, the Company did not incur any expenses associated with the Lapon Canyon Project. **Pikes Peak Project** On June 12, 2024, the Company acquired a 2% NSR on the Pikes Peak Project (the Pikes Peak Project) from Walker River, who owns a 100% undivided interest in the Pikes Peak Project. The Pikes Peak Project consists of unpatented lode mining claims situated in Mineral County, Nevada, within the northern portion of the Walker Lane gold trend, for a one-time cash payment of $150,000. **** During the years ended December 31, 2025 and 2024, the Company did not incur any expenses associated with the Pikes Peak Project. **Lapon Canyon Exploration Stream Earn-in Project** **** On January 31, 2025, the Company, through Nevada Canyon, LLC, entered into an Exploration Stream Earn-in Agreement (the Earn-in Agreement) with WRR to explore and develop the Lapon Canyon Project. The Earn-in Agreement grants the Company the exclusive right to earn and purchase up to a 50% interest in the Lapon Canyon Project by funding cumulative exploration expenses of $5,000,000 over a three-year period. The Earn-in Agreement provides that, subject to certain conditions, WRR will grant the Company an exclusive right to earn and purchase either (i) an undivided 50% interest (the Earned Interest) in the Lapon Canyon Project, or (ii) alternatively, a production royalty in the Lapon Canyon Project. The Company has the right to accelerate the completion of the Minimum Work Requirements and exercise its Earn-In Right at its discretion. Upon acquisition of the 50% Earned Interest, the parties will form a Nevada limited liability company (the Joint Venture LLC) and contribute the Lapon Canyon Project to the Joint Venture LLC for the joint development and operation. Each party will fund its pro-rata share of future expenditures on the Lapon Canyon Project or face dilution of its interest in the Joint Venture LLC. If a partys interest in the Joint Venture LLC is diluted below 10%, its interest will be converted to a 2% NSR royalty on the Lapon Canyon Project, subject to a buy-down option to 1% exercisable at any time for the payment of $2,500,000. On the closing of the Earn-in Agreement, the $200,000 principal the Company advanced under the Promissory Note dated December 19, 2024, including accrued interest of $2,835, was deemed satisfied in full and credited toward Nevada Canyons exploration expenses obligation for the first annual period (Note 8). During the year ended December 31, 2025, the Company incurred $1,596,258, in qualifying exploration expenditures on the Lapon Canyon Project, of which $202,835 incurred during the first quarter ended March 31, 2025, was associated with the note and interest receivable from Walker River. The Company did not incur any expenses associated with the Lapon Canyon Earn-in Agreement during the previous year ended December 31, 2024. **NOTE 5 INVESTMENT IN EQUITY SECURITY** As at December 31, 2025 and 2024, the Companys equity investment consisted of 511,750 common shares of Walker River. At December 31, 2025 and 2024, the fair value of the equity investment was $89,611 and $60,462, respectively, based on the trading price of WRR Shares at December 31, 2025 and 2024. Fair value is measured using Level 1 inputs in the fair value hierarchy. During the year ended December 31, 2025, the revaluation of the equity investment in WRR resulted in a $29,149 gain on the change in fair value of the equity investment (2024 - $4,357). The Company did not sell any WRR Shares during the years ended December 31, 2025 and 2024. | F-14 | | **NOTE 6 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. **** On June 7, 2024, the Company issued 35,000 Common Shares valued at $100,275 for investor awareness and marketing services. The fair value of the shares issued was based on the trading price of the Companys Common Shares on the date of issuance, being $2.865 per Common Share. During the year ended December 31, 2024, the Company issued 455,375 Common Shares for total proceeds to the Company of $528,450 on exercise of the Warrants issued as part of the Offering (see below), which the Company closed in its fiscal 2023 year. Of this amount, $18,000 was received during the year ended December 31, 2023, and was recorded as an obligation to issue shares. The Company paid $2,999 in share issuance costs associated with the exercise of these Warrants. On October 3, 2024, the Company entered into a common stock purchase agreement (the Purchase Agreement) with an institutional investor (Investor), which provided that the Company could sell to the Investor up to $25,000,000 of the Companys common stock for the duration of the Purchase Agreement. Additionally, the Company and the Investor entered into a registration rights agreement (the Registration Rights Agreement), pursuant to which the Company agreed to file a registration statement with the Securities and Exchange Commission (the SEC) covering the resale of shares of Common Stock that would be issued to the Investor under the Purchase Agreement. The Company filed a preliminary registration statement on Form S-1 on October 25, 2024. The Form S-1 was receipted and made effective by the SEC on November 8, 2024. Under the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement, the Company had the right, but not the obligation, to sell to the Investor, and the Investor was obligated to purchase, up to $25,000,000 of Common Stock. Such sales of Common Stock by the Company, if any, was subject to certain limitations as set forth in the Purchase Agreement, and could have occurred from time to time, at the Companys sole discretion, commencing on the date that all of the conditions to the Companys right to commence such sales were satisfied. The investor had no right to require the Company to sell any Common Stock to the Investor, but the Investor was obligated to make purchases as the Company directed, subject to the satisfaction of the conditions set forth in the Purchase Agreement. Upon entering into the Purchase Agreement, the Company agreed to issue $250,000 worth of Common Stock (the Commitment Shares) to the Investor as consideration for the Investors commitment to purchase shares of Common Stock when directed by the Company under the Purchase Agreement. The Company issued 30% of the Commitment Shares (27,356 shares) on October 4, 2024, and an additional 30% (44,431 shares) on February 6, 2025. The remaining 40% of the Commitment Shares were to be issued to the Investor 180 days after the Commencement Date. The Company also agreed to reimburse the Investor up to $20,000 for reasonable expenses incurred under the Purchase Agreement. As of December 31, 2025, the Registration Statement on Form S-1 became stale-dated, and the Company chose not to maintain it. The Company recognized $34,000 as share issuance costs associated with the filing of the Registration Statement, which were deferred as at December 31, 2024. During the year ended December 31, 2025, the Company issued a total of 180,000 shares under the Purchase Agreement at an average cost of $1.60 per share for total proceeds of $288,149. The Company recognized $5,122 as share issuance costs associated with this issuance. **** | F-15 | | **** **Warrants** The changes in the number of warrants outstanding for the years ended December 31, 2025 and 2024, are as follows: SCHEDULE OF CHANGES IN NUMBER OF WARRANTS OUTSTANDING | | | Year ended December 31, 2025 | | | Year ended December 31, 2024 | | | | | | Number of warrants | | | Weighted average exercise price | | | Number of warrants | | | Weighted average exercise price | | | | Warrants outstanding, beginning | | | 11,894,537 | | | $ | 1.20 | | | | 12,349,912 | | | $ | 1.20 | | | | Warrants exercised | | | - | | | $ | - | | | | (455,375 | ) | | $ | 1.20 | | | | Warrants expired | | | (11,769,543 | ) | | $ | 1.20 | | | | - | | | $ | - | | | | Warrants outstanding, ending | | | 124,994 | | | $ | 1.20 | | | | 11,894,537 | | | $ | 1.20 | | | Details of warrants outstanding as at December 31, 2025, are as follows: SCHEDULE OF WARRANTS OUTSTANDING | Number of warrants exercisable | | | Expiry date | | Exercise price | | | | | 55,373 | | | September 23, 2028 | | $ | 1.20 | | | | | 69,621 | | | November 3, 2028 | | $ | 1.20 | | | | | 124,994 | | | | | $ | 1.20 | | | At December 31, 2025, the weighted average life of the warrants was 2.79 years. *Share-based compensation* During the year ended December 31, 2025 and 2024, the Company recognized share-based compensation as follows: SCHEDULE OF RECOGNIZED SHARE-BASED COMPENSATION | | | 2025 | | | 2024 | | | | | | Year ended December 31, | | | | | | 2025 | | | 2024 | | | | Officers and Directors | | $ | 679,021 | | | $ | 988,470 | | | | Officer VP of Operations | | | 116,667 | | | | 700,000 | | | | Consultants | | | 466,667 | | | | 466,668 | | | | Investor awareness and marketing | | | - | | | | 100,275 | | | | Total | | $ | 1,262,355 | | | $ | 2,255,413 | | | Officer VP of Operations: On February 24, 2023, the Company entered into a consulting agreement with the Companys Vice President of Operations (the VP Agreement). The Company agreed to issue 2,000,000 shares of its common stock for the services. The shares vested rateably over a two-year period, beginning March 1, 2023, and vested shares were distributed quarterly. The fair value of the shares was $1,400,000 or $0.70 per share based on the trading price of the Companys common stock on the date the service period began. As at December 31, 2025, the Company had distributed all the shares under the VP Agreement, and no future compensation will be recognized for this award. Consultants: On February 24, 2023, the Company entered into two separate consulting agreements with consultants (the Consulting Agreements) in exchange for a total of 2,000,000 shares of its common stock. All shares vest rateably over a three-year period, beginning March 1, 2023, and vested shares are distributed quarterly. The fair value of the shares was $1,400,000 or $0.70 per share based on the trading price of the Companys common stock on the date the service period began. As at December 31, 2025, the Company had distributed a total of 1,888,890 shares under the Consulting Agreements. Unvested compensation related to the Shares to be issued under the Consulting Agreements of $77,777 will be recognized over the next two months. | F-16 | | Equity Incentive Plan: On May 5, 2025, the Board of Directors approved the Companys 2025 Equity Incentive Plan (the Plan), which was subsequently approved by stockholders on June 27, 2025, at the Companys annual meeting of shareholders. The Plan provides for the issuance of up to 2,800,000 common shares, with an annual increase of up to 4% of the Companys outstanding common shares at the discretion of the Board. The Plan allows for the grant of incentive and nonqualified stock options, restricted stock, stock awards, and performance shares. On September 10, 2025, the Company granted stock options to certain directors and an officer under the Plan. The options entitle the holders to purchase up to 1,800,000 common shares of the Company at an exercise price of $0.83 per share. 50% of the options vested immediately on the date of grant, and 50% vest one year thereafter, provided the grantees continue to provide service to the Company. The options expire on September 10, 2028. None of the 900,000 vested options were exercised nor forfeited during the year ended December 31, 2025. The fair value of the stock options was estimated on the grant date using the Black-Scholes option pricing model with the following assumptions: expected life of three years, risk-free interest rate of 3.47%, expected dividend yield of $Nil, and expected share price volatility of 138%. The total grant-date fair value of the options amounted to $1,039,173, which will be recognized as stock-based compensation expense over the vesting period. For the year ended December 31, 2025, the Company recognized $679,021 in stock-based compensation expense relating to these options, included in director and officer compensation on the Consolidated Statements of Operations. Unrecognized compensation cost related to non-vested stock options as of December 31, 2025, was approximately $360,152, and is expected to be recognized over the remaining weighted-average vesting period of eight months. The intrinsic value of total outstanding and total vested shares is $Nil at December 31, 2025. **** **NOTE 7 PREPAID EXPENSES AND OTHER CURRENT ASSETS** Prepaid expenses and other current assets at December 31, 2025 and 2024: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS | | | December 31, 2025 | | | December 31, 2024 | | | | Prepaid advertising and investor relations services | | $ | 17,883 | | | $ | 150,367 | | | | Prepaid stock issuance costs and other regulatory fees | | | 28,459 | | | | 158,876 | | | | Prepaid insurance costs | | | 1,228 | | | | - | | | | Prepaid consulting fees | | | - | | | | 2,725 | | | | Interest accrued on note receivable | | | - | | | | 789 | | | | Total | | $ | 47,570 | | | $ | 312,757 | | | **NOTE 8 NOTE RECEIVABLE** **** On December 19, 2024, the Company advanced to WRR $200,000 in exchange for a promissory note for a maximum of $500,000. The principal amount advanced under the note receivable accumulated interest at a rate of 12% per annum. In the event of default, WRR agreed to grant Nevada Canyon production royalty from the Lapon Canyon Project, based on the percentage of the NSR Royalty as defined in the Royalty Purchase Agreement dated May 24, 2024 (Note 4). Upon signing of the Earn-in Agreement with WRR, on January 31, 2025 (Note 4), the $200,000 principal the Company advanced under the Promissory Note, including accrued interest of $2,835, was deemed satisfied in full and credited toward Nevada Canyons exploration expenses obligations for the first Annual Period. As at December 31, 2025, the Company had recognized $2,046 in interest income under the promissory note (2024 - $789). | F-17 | | **NOTE 9 INCOME TAXES** No income tax provision (benefit) has been recognized for the years endedDecember 31, 2025and2024. A reconciliation of the expected income tax provision (benefit) to the actual income tax provision (benefit) is as follows: SCHEDULE OF RECONCILIATION OF EXPECTED INCOME TAX EXPENSE | | | | | | | | | | | | | | | | | | | | | | 2025 | | | 2024 | | | | Net loss before tax provision (benefit) | | $ | (3,730,970 | ) | | | | | | $ | (3,561,710 | ) | | | | | | | Income tax provision (benefit) computed at statutory rate of 21% | | $ | (783,504 | ) | | | (21.0 | )% | | $ | (747,959 | ) | | | (21.0 | )% | | | Valuation allowance | | | 780,268 | | | | 20.9 | % | | | 742,747 | | | | 20.9 | % | | | Nontaxable or nondeductible items | | | 3,125 | | | | 0.1 | % | | | (1,847 | ) | | | - | | | | Other | | | 111 | | | | - | | | | 7,059 | | | | 0.1 | % | | | Total income tax provision (benefit) | | $ | - | | | | - | | | $ | - | | | | - | | | The Company has the following net deferred tax assets: SCHEDULE OF DEFERRED TAX ASSETS | | | 2025 | | | 2024 | | | | Deferred income tax assets | | | | | | | | | | | Net operating loss carry-forward | | $ | 1,093,296 | | | $ | 627,100 | | | | Equity security | | | 1,881 | | | | 8,002 | | | | Mineral properties | | | 32,104 | | | | - | | | | Stock-based compensation | | | 1,129,419 | | | | 864,325 | | | | Total deferred income tax assets | | | 2,256,700 | | | | 1,499,427 | | | | Deferred income tax liabilities | | | | | | | | | | | Mineral properties | | | - | | | | (22,995 | ) | | | Less: Valuation allowance | | | 2,256,700 | | | | 1,476,432 | | | Net deferred income tax assets | | $ | - | | | $ | - | | | The Company records a valuation allowance if, based on the weight of all available evidence, it is more likely thannotthat some or all of the deferred tax assets willnotbe realized. AtDecember 31, 2025and2024, the Company has determined that a full valuation allowance is necessary against its net deferred tax assets based on this evidence. At December 31, 2025, the Company had federal net operating loss carryforwards of approximately $5.2 million, $90,000 of which expire by 2037. The remaining balance of approximately $5.1 million will never expire but its utilization is limited to 80% of taxable income in any future year. AtDecember 31, 2025 and2024, the Company didnothave any recognized tax benefits. The Company recognizes interest and penalties related to unrecognized tax benefits in interest expense and penalties within operating expenses. The Companys federal income tax returns for fiscal years 2023 through 2025 remain open and subject to examination. Tax attributes from prior years can be adjusted during an IRS audit. | F-18 | | **** **Item 9. Controls and Procedures** **(a) Evaluation of Disclosure Controls and Procedures**. Disclosure controls and procedures are designed to ensure that information required to be disclosed in our periodic reports filed with the Securities and Exchange Commission, such as this Annual Report on Form 10-K, is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission. Disclosure controls are also designed with an objective of ensuring that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, in order to allow timely consideration regarding required disclosures. The evaluation of our disclosure controls by our principal executive officers included a review of the controls objectives and design, the operation of the controls, and the effect of the controls on the information presented in this Annual Report. Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that disclosure controls can or will prevent or detect all errors and all fraud, if any. 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. Also, projections of any evaluation of the disclosure controls and procedures to future periods are subject to the risk that the disclosure controls and procedures may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as of December 31, 2025, were not effective in providing timely material information which is required to be included in our periodic reports filed with the SEC as of the end of the period covering this report and to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms. **(b) Managements Annual Report on Internal Control over Financial Reporting** Our management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company in accordance with Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the (i) effectiveness and efficiency of operations, (ii) reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and (iii) compliance with applicable laws and regulations. Our internal controls framework is based on the criteria set forth in the Internal Control - Integrated Framework published in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, 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. Based on an assessment of the Companys internal control procedures over financial reporting at December 31, 2025, management has concluded that the internal control over financial reporting is not effective. We have identified current material weaknesses considering the nature and extent of our current operations and any risks or errors in financial reporting under current operations. In the view of management, the Company does not have adequate segregation of duties in the handling of its financial reporting due to a limited number of personnel. **(c) Changes in Internal Controls** There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2025, that had materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. **Item 9B. Other Information** None. | F-19 | | **PART III** **Item 10. Directors, Executive Officers and Corporate Governance** Our directors serve until his or her successor is elected and qualified. Our directors elect our officers to a term of one (1) year and they serve until their successors are duly elected and qualified, or until they are removed from office. The board of directors has no nominating or compensation committees. The name, age, and position of our present officer and directors are set forth below: | Name | | Age | | Title(s) | | | Lisa Doddridge | | 54 | | President and Director | | | Alan Day | | 61 | | Chief Executive Officer, Principal Executive Officer, Chair of the Board of Director, and Former President | | | Jeffrey Cocks | | 63 | | Chief Financial Officer, Principal Accounting Officer, Director, and Secretary | | | Robert F. List | | 89 | | Director | | | John Schaff | | 62 | | Director | | | Smith Miller | | 65 | | Director | | Jeffrey Cocks has held his offices/positions since February 28, 2014, and we expect him to hold his offices/positions at least until the next annual meeting of our shareholders. Alan Day and Robert F. List were appointed to the board of directors on November 17, 2021. Effective May 4, 2023, Alan Day was appointed to serve as President and Chief Executive Officer of the Company. Mr. Day resigned as President of the Company on March 18, 2025. We expect Mr. Day and Mr. List to hold their current offices/positions at least until the next annual meeting of our shareholders. John Schaff and Smith Miller were appointed to the board of directors on January 18, 2024. We expect Mr. Schaff and Mr. Miller to hold their offices/positions at least until the next annual meeting of our shareholders. Effective March 18, 2025, the Company appointed Lisa Doddridge to the Board of Directors and as President of the Company. **Ms. Lisa Doddridge, President and Director** Ms. Doddridge, Bachelor of Commerce (Honours) is an accomplished mining industry executive with more than 20 years of experience. During her career, Ms. Doddridge formulated, executed, and led the investor relations and communications strategies for global mining companies including Iamgold, Kinross, Yamana and First Quantum Minerals. She has been involved in numerous high-profile, multibillion-dollar mergers and acquisitions, debt and equity transactions. Ms. Doddridge holds a Bachelor of Commerce (Honours) degree from the University of Guelph. **Mr. Alan Day, Chief Executive Officer, Chairman of the Board, and former President** Mr. Day was appointed to our board of directors on November 17, 2021, and as our President and CEO on May 4, 2023. Mr. Day has an extensive financial, operational and administrative background with over 30 years experience of exploration and mining experience with a focus on precious metals, copper and nickel. He has held senior project management roles in exploration, mining as well as environmental remediation programs. Mr. Days company, Mineral Exploration Services, Ltd. was formed in 1998 to serve the mining industry in property acquisitions and divestures, claim locating, complete exploration services, including geological consulting and project management. Mr. Day received a B.S. in Geology and a B.A. in Spanish, from the University of Utah in 1990. Mr. Day resigned as President on March 18, 2025, but remains the Companys CEO and was appointed Chairman of the Board of Directors. **** **Mr. Jeffrey Cocks, Chief Financial Officer, Secretary, Director.** Jeffrey Cocks is our Chief Financial Officer, Secretary and director and has served on our board since February 28, 2014. From August 1996 to the present, Mr. Cocks has served as the Chairman and Chief Executive Officer of West Isle Ventures, Ltd., a Canadian company that provides consulting services to start-ups and other companies. Mr. Cocks also serves on the board of directors and audit committee of Carson River Ventures Corp. which is traded on the Canadian Securities Exchange. Mr. Cocks has over 25 years of experience in consulting, sales, marketing, product development and branding as well as corporate compliance in the executive offices including overseeing his companys accounting, compliance and finance departments and as a director of several public companies in both the United States and Canada. Mr. Cocks holds a certificate from Simon Frasier University in its securities program. | 46 | | On March 18, 2025, Mr. Cocks, resigned from his position as Chairman of the board of directors and was appointed as the full-time Chief Financial Officer of the Company and remains in his office as a Director. **** **Mr. Robert (Bob) F. List, Director** Mr. List was appointed to our board of directors on November 17, 2021. Mr. List brings a wealth of Nevada knowledge, experience, contacts, and long-standing relationships to the Company. He served as the Governor of Nevada from 1979-1983. Prior to being elected Governor, he served as district attorney of Carson City and 8 years as Attorney General of Nevada. He was Chairman of both the Western Governors Association and the Conference of Western Attorney Generals. Mr. List has been appointed to numerous boards and commissions in the administrations of Presidents Nixon, Ford, Reagan, and George H.W. Bush, including the National Public Lands Advisory Council. He has served as a director for several private and public companies. Mr. List currently is Of Counsel to the Las Vegas law firm Jolley Urga Woodbury and Holthus, specializing in natural resources, finance, gaming, regulatory and administrative law. He is a member of the Bar Associations of Nevada and the District of Columbia. Mr. List received his B.S. from Utah State University and his LL.B and J.D. law degrees from the University of California and Hastings College of Law. **Mr. John Schaff, Director** Mr. Schaff was appointed to our board of directors on January 18, 2024. Mr. Schaff has worked for over 30 years in the exploration industry for both junior and senior mining companies. Mr. Schaff has actively participated in numerous discoveries including Kennecotts Gemfield, Midway, Castle Au deposits in Nevada, the Whistler Cu-Au deposit in Alaska, Rio Tintos Eagle Cu-Ni deposit in Michigan, the Tamarack Cu-Ni deposit in Minnesota, the Diavik Diamond Mine in the Northwest Territories, Canada; and Norandas Lynne VMS deposit in Wisconsin. Mr. Schaffs experience also includes serving as Exploration Manager with Coeur Mining, where he was an integral part in the discovery of the C-Horst deposit located in the highly active Bare Mountain Mining District near Beatty, Nevada. Mr. Schaff received his Bachelor of Science (Geology) from Bemidji State University, Bemidji, Minnesota in 1987. **Mr. Smith Miller, Director** Mr. Miller was appointed to our board of directors on January 18, 2024. Mr. Miller is the CEO and founding member of Strategic Tax Solutions (STS) with offices in Boise, Idaho and Loomis, California. He has more than 20 years of experience working with various size companies providing research & development (R&D) tax credit services. STS has successfully completed R&D tax credits for hundreds of projects, across multiple industries including but not limited to architecture, engineering, manufacturing, design build contractors, aerospace/DOD, and software. Prior to starting STS, Mr. Miller spent numerous years with two regional accounting firms building some of the industrys best tax credit and incentive programs. During his career, Mr. Miller has developed a reputation for his expertise and strategic approach as a leader in federal and state research and development tax credits and incentives. In 1987, Mr. Miller received his Bachelor of Science (B.S.) from California State University, Sacramento, CA and his B.S. General Business from Regents College, Albany N.Y. ** *Possible Potential Conflicts* Our common stock is quoted on the OTC Link alternative trading system on the OTC Pink marketplace, which does not have director independence requirements. | 47 | | No member of management will be required by us to work on a full-time basis. Accordingly, certain conflicts of interest may arise between us and our officer and directors in that they may have other business interests in the future to which they devote their attention, and they may be expected to continue to do so although management time must also be devoted to our business. As a result, conflicts of interest may arise that can be resolved only through the exercise of such judgment as is consistent with each officers and directors understanding of his fiduciary duties to us. In the course of other business activities, they may become aware of business opportunities that may be appropriate for presentation to us, as well as the other entities with which they are affiliated. As such, there may be conflicts of interest in determining to which entity a particular business opportunity should be presented. In an effort to reduce or minimize any conflicts, our directors and officers have orally agreed that any opportunities that are presented to them in the United States will be directed to the Company and that any opportunities presented to them in Canada will be available for their other business interests. We cannot provide assurances that our efforts to eliminate the potential impact of conflicts of interest will be effective. Currently, we have five directors and an officer and will seek to add additional officer(s) and/or director(s) as and when the proper personnel is located, and terms of employment are mutually negotiated and agreed, and we have sufficient capital resources and cash flow to make such offers. We cannot provide assurances that our efforts to eliminate the potential impact of conflicts of interest will be effective. *Code of Business Conduct and Ethics* On February 28, 2014, we adopted a Code of Ethics and Business Conduct which is applicable to our future employees, and which also includes a Code of Ethics for our chief executive officer and principal financial officer and any persons performing similar functions. A code of ethics is a written standard designed to deter wrongdoing and to promote: | | | honest and ethical conduct; | | | | | full, fair, accurate, timely and understandable disclosure in regulatory filings and public statements; | | | | | compliance with applicable laws, rules and regulations; | | | | | the prompt reporting violation of the code; and | | | | | accountability for adherence to the code. | | A copy of our Code of Business Conduct and Ethics has been filed with the Securities and Exchange Commission as Exhibit 14.1 to our registration statement. ** *Board of Directors* Our directors hold office until the completion of their term of office, which is not longer than one year, or until a successor(s) have been elected. We reimburse our directors for their services with shares of our Common Stock, we may also compensate them for their role as officers, which compensation may be in the form of cash or equity. *Involvement in Certain Legal Proceedings* During the past ten years, no present director, executive officer or person nominated to become a director or an executive officer of us: | | (1) | had a petition under the federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing; | | | 48 | | | | (2) | was convicted in a criminal proceeding or subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); | | | | | | | | | (3) | was subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any of the following activities: | | | | i. | acting as a futures commission merchant, introducing broker, commodity trading advisor commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; | | | | | | | | | ii. | engaging in any type of business practice; or | | | | iii. | engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws; or | | | | (4) | was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of a federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3) (i), above, or to be associated with persons engaged in any such activity; or | | | | | | | | | (5) | was found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and for which the judgment has not been reversed, suspended or vacated. | | *Committees of the Board of Directors* Our board of directors is planning to establish an audit committee and a compensation committee as soon as is practicable. We believe that five directors is sufficient to have effective committee systems. The audit committee will review the results and scope of the audit and other services provided by the independent auditors and review and evaluate the system of internal controls. The compensation committee will manage any stock option plan we may establish and review and recommend compensation arrangements for the officers. No final determination has yet been made as to the memberships of these committees. See Executive Compensation hereinafter. We will reimburse all directors for any expenses incurred in attending directors meetings provided that we have the resources to pay these fees. We will consider applying for officers and directors liability insurance at such time when we have the resources to do so. **** **Compliance with Section 16(a) of the Exchange Act** Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities (collectively, the Reporting Persons), to file reports of ownership and changes in ownership with the SEC. Under the SEC regulations, Reporting Persons are required to provide us with copies of all forms that they file pursuant to Section 16(a). To our knowledge, based solely upon review of the copies of such reports received or written representations from the reporting persons, we believe that during the period covered by this Annual Report, our directors, executive officers, and persons who own more than 10% of our common stock complied with all Section 16(a) filing requirements. **** **Item 11. Executive Compensation** The following table shows, for the years ended December 31, 2025 and 2024, compensation awarded to, paid to, or earned by our Chief Executive Officer, Chief Financial Officer (the Named Executive Officer) and directors. **** | 49 | | **** **SUMMARY COMPENSATION TABLE** | Name and principal position | | Year | | | Salary ($) | | | Bonus ($) | | | Stock Awards ($) | | | Option Awards ($) | | | Non-Equity Incentive Plan Compensation ($) | | | Nonqualified Deferred Compensation Earnings ($) | | | All Other Compensation ($) | | | Total ($) | | | | Jeffrey Cocks (1) CFO and | | 2025 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | Director | | 2024 | | | | - | | | | - | | | | 330,039 | | | | - | | | | - | | | | - | | | | - | | | | 330,039 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Alan Day (1,2) CEO and | | 2025 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 57,293 | | | | 57,293 | | | | Director | | 2024 | | | | - | | | | - | | | | 493,823 | | | | - | | | | - | | | | - | | | | 40,000 | | | | 533,823 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Lisa Doddridge(1,3) President and | | 2025 | | | | - | | | | - | | | | - | | | | 377,234 | | | | - | | | | - | | | | 40,000 | | | | 417,234 | | | | Director | | 2024 | | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | n/a | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Robert List (1,4) | | 2025 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | Director | | 2024 | | | | - | | | | - | | | | 164,608 | | | | - | | | | - | | | | - | | | | - | | | | 164,608 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | John Schaff (5) | | 2025 | | | | - | | | | - | | | | - | | | | 150,894 | | | | - | | | | - | | | | - | | | | 150,894 | | | | Director | | 2024 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Smith Miller(5) | | 2025 | | | | - | | | | - | | | | - | | | | 150,894 | | | | - | | | | - | | | | - | | | | 150,894 | | | | Director | | 2024 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Ryan McMillan (6) VP of | | 2025 | | | | - | | | | - | | | | 116,667 | | | | - | | | | - | | | | - | | | | - | | | | 116,667 | | | | Operations | | 2024 | | | | - | | | | - | | | | 700,000 | | | | - | | | | - | | | | - | | | | - | | | | 700,000 | | | | | (1) | We have no formal employment arrangements with Ms. Doddridge and Messrs. Cocks, Day, List, Schaff, and Miller at this time. Messrs. Cocks, Days, Lists, Schaffs, and Millers compensation has not been fixed or based on any percentage calculations. | | | | (2) | Mr. Day was appointed to the Companys board of directors on November 17, 2021, and President and CEO of the Company on May 4, 2023. Included in other compensation are $40,000 we paid to companies managed by Mr. Day as anniversary payments on the Agai-Pah and Belshazzar Properties (2024 - $40,000) and an additional $17,293 we paid to Mineral Exploration Services, Ltd, an entity controlled by Mr. Day, for geological services on Lapon Canyon Project under our Earn-in Agreement with Walker River (2024 - $Nil). | | | | (3) | Ms. Doddridge was appointed to the Board of Directors and as President of the Company on March 18, 2025. Included in other compensation are $40,000 in consulting fees we paid to Ms. Doddridge. | | | | (4) | Mr. List was appointed to the Companys board of directors on November 17, 2021. | | | | (5) | Messrs. Schaff and Miller were appointed to the Companys board of directors on January 18, 2024. | | | | (6) | Mr. McMillan was appointed the Companys VP of Operations on March 1, 2023. Mr. McMillan resigned from this position on October 10, 2025. | | | 50 | | *Grants of Plan-Based Awards* On May 5, 2025, the Board of Directors of the Company approved the Companys 2025 Equity Incentive Plan (the Plan), which was subsequently approved by stockholders on June 27, 2025, at the Companys annual meeting of shareholders. The Plan provides for the issuance of up to 2,800,000 common shares, with an annual increase of up to 4% of the Companys outstanding common shares at the discretion of the Board. The Plan allows for the grant of incentive and nonqualified stock options, restricted stock, stock awards, and performance shares. On September 10, 2025, the Company granted stock options to certain directors and an officer under the Plan. The options entitle the holders to purchase up to 1,800,000 common shares of the Company at an exercise price of $0.83 per share. 50% of the options vested immediately on the date of grant, and 50% vest one year thereafter, provided the grantees continue to provide service to the Company. The options expire on September 10, 2028. None of the 900,000 vested options were exercised nor forfeited during the year ended December 31, 2025. The fair value of the stock options was estimated using the Black-Scholes Option Pricing Model to be $1,039,173, which is being recognized as stock-based compensation expense over the vesting period. For the year ended December 31, 2025, the Company recognized $679,021 in stock-based compensation expense relating to these options. ** *Outstanding Equity Awards at Fiscal Year-End* The following table provides information concerning stock awards for each of our named executive officer, as that term is defined in Item 402(m)(2) of Regulation S-K as of our fiscal year end of December 31, 2025. | Name and Position | | No. of Securities Underlying Unexercised Options (#) Exercisable | | | No. of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price | | | Option Vesting Date | | Option Expiration Date | | | | | | | | | | | | | | | | | | | Lisa Doddridge | | | 500,000 | | | | - | | | $ | 0.83 | | | Sep. 10, 2025 | | Sep. 10, 2028 | | | President and Director | | | - | | | | 500,000 | | | $ | 0.83 | | | Sep. 10, 2026 | | Sep. 10, 2028 | | | | | | | | | | | | | | | | | | | | | | John Schaff | | | 200,000 | | | | - | | | $ | 0.83 | | | Sep. 10, 2025 | | Sep. 10, 2028 | | | Director | | | - | | | | 200,000 | | | $ | 0.83 | | | Sep. 10, 2026 | | Sep. 10, 2028 | | | | | | | | | | | | | | | | | | | | | | Smith Miller | | | 200,000 | | | | - | | | $ | 0.83 | | | Sep. 10, 2025 | | Sep. 10, 2028 | | | Director | | | - | | | | 200,000 | | | $ | 0.83 | | | Sep. 10, 2026 | | Sep. 10, 2028 | | *Grants and Awards Outside Equity-Based Plans* ** On February 24, 2023, we entered into a consulting agreement with the Companys former Vice President of Operations (the VP Agreement). We agreed to issue 2,000,000 shares of our common stock for the services. The shares vested rateably over a two-year period, beginning March 1, 2023, and vested shares were distributed quarterly. The fair value of the shares was $1,400,000 or $0.70 per share based on the trading price of the Companys common stock on the date the service period began. As of December 31, 2025, all the shares under the VP Agreement had been distributed. **Director Compensation** Other than the compensation set out in this Item 11, we have not paid any compensation to our directors. | 51 | | **Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters** The following tables set forth certain information concerning the number of shares of our common stock owned beneficially as of March 31, 2026, by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) each of our directors and each of our named executive officers (as defined under Item 402(m)(2) of Regulation S-K), and (iii) officers and directors as a group. Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown. Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the number of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person, as shown in the following tables, does not necessarily reflect the persons actual ownership or voting power with respect to the number of shares of common stock actually outstanding. As of March 31, 2026, there were 28,482,216 shares of our common stock issued and outstanding. | Title of Class | | Name of Beneficial Owner | | Amount of Beneficial Ownership | | | Nature of Beneficial Ownership | | Percent of Class | | | | Security Ownership of Management | | | | | | | | | | | Common Stock | | Jeffrey Cocks | | | 3,000,000 | | | Direct and beneficial (1) | | | 10.5 | % | | | Common Stock | | Robert F. List | | | 1,000,000 | | | Beneficial (2) | | | 3.5 | % | | | Common Stock | | Alan Day | | | 3,000,000 | | | Direct | | | 10.5 | % | | | Common Stock | | Lisa Doddridge | | | 500,000 | | | Direct (3) | | | 1.7 | % | | | Common Stock | | John Schaff | | | 200,000 | | | Direct (4) | | | 0.7 | % | | | Common Stock | | Smith Miller | | | 200,000 | | | Direct (5) | | | 0.7 | % | | | All Officers and Directors as a Group | | | | | 7,900,000 | | | | | | 26.9 | % | | | Security Ownership of Certain Beneficial Owners (more than 5%) | | | | | | | Common Stock | | Jeffrey Cocks | | | 3,000,000 | | | Direct and beneficial (1) | | | 10.5 | % | | | Common Stock | | Alan Day | | | 3,000,000 | | | Direct | | | 10.5 | % | | **** | | (1) | 2,005,000 shares included in the total shares held by Mr. Cocks, were issued in the name of 071663 BC Ltd., a company managed by Mr. Cocks. | | | | (2) | The Shares were issued in the name of List Family Trust Dated May 26, 2004, managed by Mr. List. | | | | (3) | 500,000 shares listed as being held by Ms. Doddridge represent vested portion of an option to purchase up to 1,000,000 shares of our common stock at an exercise price of $0.83 per share expiring on September 10, 2028. | | | | (4) | 200,000 shares listed as being held by Mr. Schaff represent vested portion of an option to purchase up to 400,000 shares of our common stock at an exercise price of $0.83 per share expiring on September 10, 2028. | | | | (5) | 200,000 shares listed as being held by Mr. Miller represent vested portion of an option to purchase up to 400,000 shares of our common stock at an exercise price of $0.83 per share expiring on September 10, 2028. | | **** **Item 13. Certain Relationships and Related Transactions, and Director Independence** Our promoters are Mr. Cocks, our Chief Financial Officer and secretary, and Mr. Day, our Chief Executive Officer and Chairman. Our office and mailing address is 5655 Riggins Court, Suite 15, Reno, NV 89502. Our officers and directors are required to commit time to our affairs and, accordingly, may have conflicts of interest in allocating management time among various business activities. In the course of other business activities, they may become aware of business opportunities that may be appropriate for presentation to us, as well as the other entities with which they are affiliated. As such, there may be conflicts of interest in determining to which entity a particular business opportunity should be presented. | 52 | | In an effort to resolve such potential conflicts of interest, our officers and directors have orally agreed that any opportunities in the United States, that they are aware of independently or directly through their association with us (as opposed to disclosure to them of such business opportunities by management or consultants associated with other entities) would be presented by them solely to us. On May 19, 2021, we entered into an exploration lease with an option to purchase 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. Mr. Alan Day, CEO and chairman of the board of the Company, is a managing member of MSM. During the years ended December 31, 2025 and 2024, the Company made $20,000 anniversary payments for each year for the Agai-Pah Property. On June 4, 2021, we entered into an exploration lease with option to purchase agreement with Belshazzar Holdings, L.L.C., (Belshazzar) a Nevada limited liability Corporation on the Belshazzar Property, consisting of ten unpatented lode mining claims and seven unpatented placer mineral claims totaling 200 acres. Mr. Alan Day, CEO and chairman of the board of the Company, is a managing member of Belshazzar. During the years ended December 31, 2025 and 2024, the Company made $20,000 anniversary payments for each year for the Belshazzar Property. On January 27, 2022, our wholly owned subsidiary, 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. Mr. Alan Day, CEO and chairman of the board of the Company, was a former director and CEO of Smooth Rock at the time of the transaction. The Company made a one-time cash payment of $350,000, on February 7, 2022. During the year ended December 31, 2025, the Company paid $17,293 in mineral exploration consulting fees to Mineral Exploration Services, Ltd, a company wholly owned by Mr. Alan Day, CEO and chairman of the board of the Company. Aside from the transactions noted above and in Item 11 of this Annual Report on Form 10-K, we had no other related party transactions, or any other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K. With regard to any future related party transaction, we plan to fully disclose any and all related party transactions, including, but not limited to, the following: | | | disclose such transactions in prospectuses, where required; | | | | | disclose in any and all filings with the Securities and Exchange Commission, where required; | | | | | obtain disinterested directors consent, where required; and | | | | | obtain shareholder consent, where required. | | **Item 14. Principal Accountant Fees and Services** During the last two fiscal years, the Companys independent auditors have billed for their services as set forth below: | | | December 31, 2025 | | | December 31, 2024 | | | | Audit fees | | $ | 56,238 | | | $ | 43,435 | | | | Audit-related fees | | $ | - | | | $ | - | | | | Tax fees | | $ | 4,275 | | | $ | 3,875 | | | | All other fees | | $ | 1,650 | | | $ | - | | | **Pre-Approval Policy** Our directors pre-approve all services provided by our auditors. Prior to the engagement of our auditor, for any non-audit or non-audit related services, our directors must conclude that such services are compatible with the independence of our auditors. | 53 | | **PART IV** **Item 15. Exhibits, Financial Statement Schedules** **EXHIBITS** The following exhibits are filed as part of this Annual Report on Form 10-K, pursuant to Item 601 of Regulation S-K. | Exhibit Number | | Description of Exhibits | | | 3.1 | | Articles of Incorporation (6) | | | 3.1.1 | | Certificate of Correction to Articles of Incorporation (6) | | | 3.1.2 | | Certificate of Amendment to Articles of Incorporation (5) | | | 3.2 | | Amended and Restated Bylaws (23) | | | 14.1 | | Code of Ethics (6) | | | 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 (7) | | | 10.06 | | Exploration Lease with Option to Purchase Agreement, dated May 19, 2021 (8) | | | 10.07 | | Exploration Lease with Option to Purchase Agreement, dated June 4, 2021 (9) | | | 10.08 | | Convertible Note Agreement (10) | | | 10.09 | | Subscription Agreement (10) | | | 10.10 | | Royalty Option to Purchase Agreement, dated December 17, 2021 (11) | | | 10.11 | | Exploration Lease with Option to Purchase Agreement, dated December 27, 2021 (12) | | | 10.12 | | Share Cancellations and Releases tendered by Mr. Michael Levine and BCIM management, LLC (Ron Tattum) dated December 30, 2021 (13) | | | 10.13 | | Form of a lock-up agreement between the Company and certain Subscribers dated December 30, 2021 (13) | | | 10.14 | | Royalty Purchase Agreement, dated January 27, 2022(14) | | | 10.15 | | Form of a vesting and lock-up agreement between the Company and certain Subscribers with an effective date of December 30, 2021 (15) | | | 10.16 | | Consulting Agreement, dated February 24, 2023, by and between Nevada Canyon Gold Corp. and Ryan McMillan (16) | | | 10.17 | | Consulting Agreement, dated February 24, 2023, by and between Nevada Canyon Gold Corp. and RNR Enterprises (16) | | | 10.18 | | Consulting Agreement, dated February 24, 2023, by and between Nevada Canyon Gold Corp. and Little Hill Holdings LLC (16) | | | 10.19 | | Consulting services agreement, dated April 5, 2023, by and between Nevada Canyon Gold Corp. and Warm Springs Consulting LLC(17) | | | 10.20 | | Consulting services agreement, dated August 16, 2023, by and between Nevada Canyon Gold Corp. and i2i Marketing Group, LLC.(18) | | | 10.21 | | Royalty Purchase Agreement with Walker River Resources, LLC, dated May 24, 2024.(19) | | | 10.22 | | Royalty Purchase Agreement with Walker River Resources, LLC, dated June 12, 2024.(20) | | | 10.23 | | Common Stock Purchase Agreement dated as of October 3, 2024, by and between the Company and Keystone Capital Partners, LLC (21) | | | 10.24 | | Registration Rights Agreement dated as of October 3, 3024, by and between the Company and Keystone Capital Partners, LLC (21) | | | 10.25 | | Exploration Earn-in Agreement with Walker River Resources, LLC, dated January 31, 2025 (22) | | | 10.26 | | Nevada Canyon Gold Corp. 2025 Equity Incentive Plan(24) | | | 21.1 | | List of significant subsidiaries of Nevada Canyon Gold Corp. | | | 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 XBRL Instance Document. | | | 101.SCH | | Inline XBRL Taxonomy Extension Schema. | | | 54 | | | 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase. | | | 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase. | | | 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase. | | | 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase. | | | 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) | | | | (1) | Incorporated by reference herein from the Form 8-K filed by the Company on December 22, 2015. | | | | (2) | Incorporated by reference herein from the Form 8-K filed by the Company on June 8, 2017. | | | | (3) | Incorporated by reference herein from the Form 8-K filed by the Company on July 7, 2017. | | | | (4) | Incorporated by reference herein from the Form 8-K filed by the Company on August 7, 2017. | | | | (5) | Incorporated by reference herein from the Form 10-K filed by the Company on March 15, 2016. | | | | (6) | Incorporated by reference herein from the Form S-1 filed by the Company on May 19, 2014. | | | | (7) | Incorporated by reference herein from the Form 8-K filed by the Company on July 12, 2018. | | | | (8) | Incorporated by reference herein from the Form 8-K filed by the Company on May 19, 2021. | | | | (9) | Incorporated by reference herein from the Form 8-K filed by the Company on June 7, 2021. | | | | (10) | Incorporated by reference herein from the Form 8-K filed by the Company on September 13, 2021. | | | | (11) | Incorporated by reference herein from the Form 8-K filed by the Company on December 21, 2021. | | | | (12) | Incorporated by reference herein from the Form 8-K filed by the Company on December 28, 2021. | | | | (13) | Incorporated by reference herein from the Form 8-K filed by the Company on December 30, 2021. | | | | (14) | Incorporated by reference herein from the Form 8-K filed by the Company on February 1, 2022. | | | | (15) | Incorporated by reference herein from the Form 8-K/A filed by the Company on March 25, 2022. | | | | (16) | Incorporated by reference herein from the Form 8-K filed by the Company on February 27, 2023. | | | | (17) | Incorporated by reference herein from the Form 10-Q filed by the Company on August 11, 2023. | | | | (18) | Incorporated by reference herein from the Form 10-Q filed by the Company on November 13, 2023. | | | | (19) | Incorporated by reference herein from the Form 8-K filed by the Company on May 29, 2024. | | | | (20) | Incorporated by reference herein from the Form 8-K filed by the Company on June 18, 2024. | | | | (21) | Incorporated by reference herein from the Form 8-K filed by the Company on October 4, 2024. | | | | (22) | Incorporated by reference herein from the Form 8-K filed by the Company on February 4, 2025. | | | | (23) | Incorporated by reference herein from the Form 10-K filed by the Company on March 11, 2024. | | | | (24) | Incorporated by reference herein from the Form S-8 filed by the Company on August 22, 2025. | | | | * | Filed herewith. | | **** | 55 | | **** **SIGNATURES** Pursuant to the requirements of Section 13 or 15(d) 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. | | | | | | | March 31, 2026 | /s/ Alan Day | | | | Alan Day | | | | Chief Executive Officer | | | | (Principal Executive Officer) | | | | | | | March 31, 2026 | /s/ Jeffrey A. Cocks | | | | Jeffrey A. Cocks | | | | Chief Financial Officer | | | | (Principal Accounting Officer) | | In accordance with the Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. | March 31, 2026 | /s/ Alan Day | | | | Alan Day Chief Executive Officer (Principal Executive Officer), and Director | | | | | | | March 31, 2026 | /s/ Jeffrey A. Cocks | | | | Jeffrey A. Cocks Chief Financial Officer (Principal Accounting Officer), and Director | | | | | | | March 31, 2026 | /s/ Lisa Doddridge | | | | Lisa Doddridge President and Director | | | | | | | March 31, 2026 | /s/ Robert F. List | | | | Robert F. List Director | | | | | | | March 31, 2026 | /s/ John Schaff | | | | John Schaff Director | | | | | | | March 31, 2026 | /s/ Smith Miller | | | | Smith Miller Director | | | 56 | | ****