Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended: June 30, 2024

☐ 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		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

5655 Riggins Court, Suite 15
Reno, NV		89502
(Address of Principal Executive Offices)		(Zip Code)

(888) 909-5548

Registrant’s telephone number, including area code

n/a

(Former name, former address and former fiscal year,

if changed since last report)

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

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

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

Yes ☒ No ☐

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

Yes ☒ No ☐

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

Large 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

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

Yes ☐ No ☐

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of August 12, 2024 the number of shares outstanding of the issuer’s common stock, par value $0.0001 per share, is 26,477,760.

table of contents

	Page
Part I – FINANCIAL INFORMATION	3
Item 1. Financial Statements	3
Condensed Consolidated Balance Sheets	3
Condensed Consolidated Statements of Operations	4
Condensed Consolidated Statements of Stockholders’ Equity	5
Condensed Consolidated Statements of Cash Flow	6
Notes to the Condensed Consolidated Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations	16
Results of Operations	18
Off-Balance Sheet Arrangements	25
Item 3. Quantitative and Qualitative Disclosures about Market Risk	25
Item 4. Controls and Procedures	25
PART II — OTHER INFORMATION	26
Item 1. Legal Proceedings	26
Item 1A. Risk Factors	26
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3. Defaults Upon Senior Securities	26
Item 4. Mine Safety Disclosures	26
Item 5. Other Information	26
Item 6. Exhibits	27
SignatureS	28

Part I – FINANCIAL INFORMATION

Item 1. Financial Statements

Nevada Canyon Gold Corp.

Condensed Consolidated Balance Sheets

(Unaudited)

	June 30, 2024			December 31, 2023

ASSETS
Current Assets
Cash	$	9,106,886		$	9,744,392
Prepaid expenses		543,359			541,034
Total Current Assets		9,650,245			10,285,426

Investment in equity securities		74,779			56,105
Mineral property and royalty interests		1,295,395			780,395
TOTAL ASSETS	$	11,020,419		$	11,121,926

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	808,267		$	846,307
Related party payables		500,000			460,000
Total Liabilities		1,308,267			1,306,307

Commitments and Contingencies (Note 4)		-			-

Stockholders’ Equity
Preferred Stock: Authorized 10,000,000 preferred shares, $0.0001 par, none issued and outstanding as of June 30, 2024 and December 31, 2023		-			-
Common Stock: Authorized 100,000,000 common shares, $0.0001 par, 26,055,343 and 25,240,051 issued and outstanding as of June 30, 2024 and December 31, 2023, respectively		2,605			2,523
Additional paid-in capital		16,274,605			14,957,547
Obligation to issue shares		302,167			18,000
Accumulated deficit		(6,867,225	)		(5,162,451	)
Total Stockholders’ Equity		9,712,152			9,815,619
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	11,020,419		$	11,121,926

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

Nevada Canyon Gold Corp.

Condensed Consolidated Statements of Operations

(Unaudited)

	2024			2023			2024			2023
	For the three months ended June 30,						For the six months ended June 30,
	2024			2023			2024			2023

Operating expenses
Investor awareness and marketing	$	359,367		$	41,593		$	777,642		$	48,518
Consulting fees		124,166			124,167			248,646			179,493
Director and officer compensation		420,768			421,440			841,534			723,506
General and administrative		22,272			9,258			38,279			27,047
Professional fees		7,250			70,320			27,715			76,320
Transfer agent and filing fees		4,559			3,868			15,274			8,590
Total operating expenses		938,382			670,646			1,949,090			1,063,474

Other income (expense)
Fair value gain (loss) on equity investments		(38,524	)		(6,224	)		18,674			(94,962	)
Foreign exchange gain (loss)		(1	)		4			(7	)		4
Interest income		111,578			7,321			225,649			13,813
Total other income (expense)		73,053			1,101			244,316			(81,145	)
Net loss	$	865,329		$	669,545		$	1,704,774		$	1,144,619

Net loss per common share - basic and diluted	$	0.04		$	0.09		$	0.07		$	0.16
Weighted average number of common shares outstanding :
Basic and diluted		23,930,830			7,074,061			23,613,325			7,074,061

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

Nevada Canyon Gold Corp.

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

	Shares		Amount		Shares			Capital			Deficit			Equity
	Common Stock				Obligation			Additional						Total
	Shares		Amount		to Issue Shares			Paid-in Capital			Accumulated Deficit			Stockholders’ Equity

Balance, December 31, 2022		11,077,394	$	1,107	$	-		$	3,073,447		$	(2,507,501	)	$	567,053

Stock-based compensation - consultants		-		-		38,889			-			-			38,889
Stock-based compensation - officer		-		-		58,333			-			-			58,333
Stock-based compensation - directors and CEO		-		-		-			243,733			-			243,733
Net loss for the three months ended March 31, 2023		-		-		-			-			(475,074	)		(475,074	)
Balance, March 31, 2023		11,077,394		1,107		97,222			3,317,180			(2,982,575	)		432,934

Stock-based compensation - consultants		-		-		116,667			-			-			116,667
Stock-based compensation - officer		-		-		175,000			-			-			175,000
Stock-based compensation - directors and CEO		-		-		-			246,440			-			246,440
Net loss for the three months ended June 30, 2023		-		-		-			-			(669,545	)		(669,545	)
Balance, June 30, 2023		11,077,394	$	1,107	$	388,889		$	3,563,620		$	(3,652,120	)	$	301,496

Balance, December 31, 2023		25,240,051	$	2,523	$	18,000		$	14,957,547		$	(5,162,451	)	$	9,815,619

Shares issued on exercise of warrants		105,700		11		(6,000	)		126,829			-			120,840
Shares to be issued on exercise of warrants		-		-		38,850			-			-			38,850
Share issuance costs		-		-		-			(1,624	)		-			(1,624	)
Stock-based compensation - consultants		166,667		17		-			116,650			-			116,667
Stock-based compensation - officer		250,000		25		-			174,975			-			175,000
Stock-based compensation - directors and CEO		-		-		-			245,767			-			245,767
Net loss for the three months ended March 31, 2024		-		-		-			-			(839,445	)		(839,445	)
Balance, March 31, 2024		25,762,418		2,576		50,850			15,620,144			(6,001,896	)		9,671,674
Balance		25,762,418		2,576		50,850			15,620,144			(6,001,896	)		9,671,674

Shares issued on exercise of warrants		257,925		26		(50,850	)		309,484			-			258,660
Shares to be issued on exercise of warrants		-		-		10,500			-			-			10,500
Share issuance costs		-		-		-			(1,062	)		-			(1,062	)
Stock-based compensation - investor awareness and marketing		35,000		3		-			100,272			-			100,275
Stock-based compensation - consultants		-		-		116,667			-			-			116,667
Stock-based compensation - officer		-		-		175,000			-			-			175,000
Stock-based compensation - directors and CEO		-		-		-			245,767			-			245,767
Net loss for the three months ended June 30, 2024		-		-		-			-			(865,329	)		(865,329	)
Balance, June 30, 2024		26,055,343	$	2,605	$	302,167		$	16,274,605		$	(6,867,225	)	$	9,712,152
Balance		26,055,343	$	2,605	$	302,167		$	16,274,605		$	(6,867,225	)	$	9,712,152

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

Nevada Canyon Gold Corp.

Condensed Consolidated Statements of Cash Flow

(Unaudited)

	2024			2023
	For the six months ended June 30,
	2024			2023
OPERATING ACTIVITIES:
Cash flows used in operating activities
Net loss	$	(1,704,774	)	$	(1,144,619	)
Adjustment to reconcile net loss to net cash
used in operating activities:
Adjustment to reconcile net loss to net cash used in operating activities:
Fair value loss (gain) on equity investments		(18,674	)		94,962
Stock-based compensation - directors and CEO		491,534			490,173
Stock-based compensation - consultants		233,334			155,556
Stock-based compensation - officer		350,000			233,333
Stock-based compensation - investor awareness and marketing		100,275			-
Changes in operating assets and liabilities:
Prepaid expenses		(2,325	)		(5,027	)
Accounts payable		(18,040	)		(15,167	)
Related party payables		-			(17,031	)
Net cash used in operating activities		(568,670	)		(207,820	)

INVESTING ACTIVITIES:
Acquisition of mineral property and royalty interests		(495,000	)		(20,000	)
Net cash used in investing activities		(495,000	)		(20,000	)

FINANCING ACTIVITIES:
Cash received on exercise of warrants		428,850			-
Share issuance cash costs		(2,686	)		-
Net cash provided by financing activities		426,164			-

Net decrease in cash		(637,506	)		(227,820	)
Cash at beginning of period		9,744,392			1,007,018
Cash at end of period	$	9,106,886		$	779,198

NONCASH INVESTING AND FINANCING ACTIVITIES:
Mineral interests acquired with related parties payables, net	$	40,000		$	20,000

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

NEVADA CANYON GOLD CORP.

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED

JUNE 30, 2024 AND 2023

(UNAUDITED)

NOTE 1 - NATURE OF BUSINESS

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

Going Concern

The Company’s condensed consolidated financial statements are prepared using accounting principles generally accepted in the United States of America (“US GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company is in the business of acquiring and exploring mineral properties and royalty interests and has not generated or realized any revenues from these business operations. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable.

As of June 30, 2024, the Company’s management has assessed the Company’s ability to continue as a going concern. Management’s assessment is based on various factors, including historical and projected financial performance, liquidity, and other relevant circumstances. As of the date of these condensed consolidated financial statements, the Company has sufficient cash to meet its working capital requirements and fund its exploration programs and general day-to-day operations for at least the next 12 months. This assessment takes into account the Company’s current cash balances as a result of the sale of the Company’s common shares under offering statement on Form 1-A (the “Offering”), and expected future cash inflows from the Offering and future financing the management is planning to undertake.

While the Company believes it has the financial resources to continue its operations for the next 12 months, it is important to note that there are inherent uncertainties in projecting future cash flows, and there can be no assurance that these projections will be realized. The Company continues to closely monitor its financial position, market conditions, and other factors that may impact its ability to continue as a going concern. Management’s assessment is based on the information available as of the date of this report. If unforeseen events, adverse market conditions, or other factors negatively affect the Company’s financial position in the future, there may be a need to adjust the going concern assessment. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. In the event that the Company’s ability to continue as a going concern becomes doubtful, adjustments to the carrying values of assets and liabilities, as well as additional disclosures, would be necessary.

NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The condensed consolidated financial statements of the Company have been prepared in accordance with US GAAP for interim financial information and the rules and regulations of the Securities and Exchange Commission (“SEC”). They do not include all information and footnotes required by US GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the consolidated financial statements for the year ended December 31, 2023, included in the Company’s Annual Report on Form 10-K, filed with the SEC. The condensed consolidated financial statements should be read in conjunction with those consolidated financial statements included in Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three and six months ended June 30, 2024, are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

Earnings per Share

The Company’s basic earnings per share (“EPS”) is calculated by dividing its net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period, excluding unvested portion of restricted stock. Restricted stock that has been distributed but not yet vested and thus excluded from the weighted average shares calculation, was 2,001,667 at June 30, 2024 and December 31, 2023.

The Company’s diluted EPS is calculated by dividing its net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the period. Dilutive earnings per share includes any additional dilution from common stock equivalents, such as stock options, warrants, and convertible instruments, if the impact is not antidilutive. At June 30, 2024 and December 31, 2023, all of the Company’s outstanding warrants and undistributed restricted stock awards are excluded from the diluted earnings per share calculation because their impact would be anti-dilutive.

Recent Accounting Pronouncements

In August 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-05 Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement. The new guidance addresses the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements. The objectives of the amendments are to (1) provide decision useful information to investors and other allocators of capital in a joint venture’s financial statements and (2) reduce diversity in practice. The guidance is applied prospectively and effective for all newly formed joint venture entities with a formation date on or after January 1, 2025, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its condensed consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09 (Topic 740) Improvements to Income Tax Disclosures. The new guidance requires additional disclosures of disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The guidance is effective for annual periods beginning after December 15, 2024. The guidance should be applied on a prospective basis with the option to apply the standard retrospectively. The Company is currently evaluating the impact of this disclosure guidance on its condensed consolidated financial statements.

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 June 30, 2024 and December 31, 2023:

SCHEDULE OF RELATED PARTY TRANSACTIONS

	June 30, 2024		December 31, 2023
Amounts due to the Chairman of the Board and Chief Financial Officer (“CFO”) ^(a)	$	100,000	$	100,000
Amounts due to a company controlled by the Chairman of the Board and CFO ^(a)		360,000		360,000
Amounts due to companies controlled by the Chief Executive Officer (“CEO”), President, and director ^(a,b)		40,000		-
Total related party payables	$	500,000	$	460,000

(a)

These amounts are non-interest bearing, unsecured and due on demand.

(b)

This amount includes annual property payment totaling $20,000 for Agai-Pah Property due to MSM Resource, L.L.C. (“MSM”), and $20,000 for Belshazzar Property due to Belshazzar Holdings, L.L.C (“Belshazzar”), the entities controlled by Alan Day, the Company’s CEO, President, and director, who is also the managing member of MSM and Belshazzar. The Company made the annual property payments subsequent to June 30, 2024.

During the three- and six-month periods ended June 30, 2024 and 2023, the Company had the following transactions with its related parties:


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Director stock-based compensation incurred to the Chairman of the Board and CFO	$	82,059	$	82,283	$	164,118	$	163,663
Director stock-based compensation incurred to a director		40,927		41,039		81,854		81,627
Director stock-based compensation incurred to CEO, President, and director		122,781		123,118		245,562		244,883
Officer stock-based compensation incurred to VP of Operations		175,000		175,000		350,000		233,333
Related party transactions	$	420,767	$	421,440	$	841,534	$	723,506

See Note 4 – Mineral Property and Royalty 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 June 30, 2024, the Company’s mineral property interests are comprised of the Lazy Claims Property, the Loman Property, and the Agai-Pah Property located in Mineral County, Nevada, the Swales Property located in Elko County, Nevada, and the Belshazzar Property located in Quartzburg mining district, Boise County, Idaho. In addition, the Company acquired an option to acquire 100% interest of Target Minerals, Inc’s (“Target”) 1% production royalty on the Olinghouse Project, located in the Olinghouse Mining District, Washoe County, Nevada, acquired 2% net smelter returns royalty (“NSR”) on the Palmetto Project located in Esmeralda County, Nevada, 2% NSR on the Lapon Canyon Project, 1% NSR on 36 Sleeper claims included in the Lapon Canyon Project, and 2% NSR on the Pikes Peak Project which are located in Mineral County, Nevada.

SCHEDULE OF MINERAL PROPERTY INTERESTS

	June 30, 2024		December 31, 2023
Mineral Property Interests
Lazy Claims	$	-	$	-
Loman		10,395		10,395
Agai-Pah		80,000		60,000
Belshazzar		80,000		60,000
Swales		60,000		60,000
Sub-total, Mineral Property Interests		230,395		190,395
Royalty Interests
Olinghouse		240,000		240,000
Palmetto		350,000		350,000
Lapon Canyon (including Sleeper claims)		325,000		-
Pikes Peak		150,000		-
Sub-total, Royalty Interests		1,065,000		590,000
Total Mineral Property and Royalty Interests	$	1,295,395	$	780,395

Lazy Claims Property

On August 2, 2017, the Company entered into an exploration lease agreement (the “Lazy Claims Agreement”) with Tarsis Resources US Inc. (“Tarsis”), a Nevada corporation, to lease the Lazy Claims, consisting of three claims. The term of the Lazy Claims Agreement is ten years, and is subject to extension for additional two consecutive 10-year terms. Full consideration of the Lazy Claims Agreement consists of the following: an initial cash payment of $1,000 to Tarsis, paid upon the execution of the Lazy Claims Agreement, with $2,000 payable to Tarsis on each subsequent anniversary of the effective date. The Company agreed to pay Tarsis a 2% production royalty (the “Lazy Claims Royalty”) based on the gross returns from the production and sale of minerals from the Lazy Claims. Should the Lazy Claims Royalty payments to Tarsis be in excess of $2,000 per year, the Company will not be required to pay a $2,000 annual minimum payment.

During the three- and six-month periods ended June 30, 2024 and 2023, the Company did not incur any expenses associated with the Lazy Claims.

Loman Property

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

During the three- and six-month periods ended June 30, 2024 and 2023, the Company did not incur any expenses associated with the Loman Claims.

Agai-Pah Property

On May 19, 2021, the Company entered into exploration lease with option to purchase agreement (the “Agai-Pah Property Agreement”) with MSM Resource, L.L.C. (“MSM”), a Nevada limited liability Corporation on the Agai-Pah Property, consisting of 20 unpatented mining claims totaling 400 acres, located in sections 32 & 33, T4N, R34E, MDM, Mineral County, Nevada about 10 miles northeast of the town of Hawthorne (the “Agai-Pah Property”). Alan Day, the managing member of MSM, is the CEO, President, and director of the Company.

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

Full consideration of the Agai-Pah Property Agreement consists of the following: (i) an initial cash payment of $20,000 to be paid within 90 days from the execution of the Agai-Pah Property Agreement on May 19, 2021 (the “Effective Date”), and (ii) annual payments of $20,000 to be paid on the anniversary of the Effective Date while the Agai-Pah Property Agreement remains in effect. The Company has the exclusive option and right to acquire 100% ownership of the Agai-Pah Property (the “Agai-Pah Purchase Option”). To exercise the Agai-Pah Purchase Option, the Company will be required to pay $750,000 (the “Agai-Pah Purchase Price”). The Agai-Pah Purchase Price can be paid in either cash and/or equity of the Company, or a combination thereof, at the election of MSM. The annual payments paid by the Company to MSM, shall not be applied or credited against the Purchase Price. As at June 30, 2024, the Company accrued the third $20,000 anniversary payment.

During the three- and six-month periods ended June 30, 2024 and 2023, the Company did not incur any expenses associated with the Agai-Pah Property.

Belshazzar Property

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

The term of the Belshazzar Property Agreement commenced on June 4, 2021, and continues for ten years, subject to the Company’s right to extend the Belshazzar Property Agreement for two additional terms of ten years each, and subject to the Company’s option to purchase the Belshazzar Property.

Full consideration of the Belshazzar Property Agreement consists of the following: (i) an initial cash payment of $20,000 to be paid within 90 days from the execution of the Belshazzar Property Agreement on June 4, 2021 (the “effective date”), and (ii) annual payments of $20,000 to be paid on the anniversary of the Effective Date while the Belshazzar Property Agreement remains in effect. The Company has the exclusive option and right to acquire 100% ownership of the Belshazzar Property (the “Belshazzar Purchase Option”). To exercise the Belshazzar Purchase Option, the Company will be required to pay $800,000 (the “Belshazzar Purchase Price”). The Belshazzar Purchase Price can be paid in either cash and/or equity of the Company, or a combination thereof, at the election of Belshazzar. The annual payments paid by the Company to 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. As at June 30, 2024, the Company accrued the third $20,000 anniversary payment.

During the three- and six-month periods ended June 30, 2024 and 2023, the Company did not incur any expenses associated with the Belshazzar Property.

Swales Property

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

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

Full consideration of the Swales Property Agreement consists of the following: (i) an initial cash payment of $20,000 to be paid within 90 days from the execution of the 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 has the exclusive option and right to acquire 100% ownership of the Swales Property (the “Swales Purchase Option”). To exercise the Swales Purchase Option, the Company will be required to pay $750,000 (the “Swales Purchase Price”). The Swales Purchase Price can be paid in either cash and/or equity of the Company, or a combination thereof, at the election of Mr. Parks. The annual payments paid by the Company to Mr. Parks, shall not be applied or credited against the Swales Purchase Price.

The Company made the initial cash payment of $20,000 on January 15, 2022, and made the first $20,000 anniversary payment on March 14, 2023, which was accrued at December 31, 2022. At December 31, 2023, the Company accrued the second $20,000 anniversary payment, which was paid on February 16, 2024.

During the three- and six-month periods ended June 30, 2024 and 2023, the Company did not incur any expenses associated with the Swales Property.

Olinghouse Project

On December 17, 2021, the Company’s wholly-owned subsidiary, Nevada Canyon, LLC, entered into an Option to Purchase Agreement (the “Olinghouse Agreement”) with Target Minerals, Inc (“Target”), a private Nevada company, to acquire 100% interest of Target’s 1% production royalty on the Olinghouse Project, located in the Olinghouse Mining District, Washoe County, Nevada.

The Company has the exclusive right and option (the “Olinghouse Purchase Option”), exercisable at any time during the Olinghouse Option period, at its sole discretion, to acquire 100% of a 1% production royalty from the net smelter returns on all minerals and products produced from certain properties comprising the Olinghouse Project.

The term of the Olinghouse Purchase Option shall be the later of one year, or 60 days after the date on which the Company delivers to Target a written notice to exercise the Olinghouse Purchase Option, subject to further extension if Target’s conditions to closing are not fully satisfied or otherwise waived by the Company. Full consideration of the Olinghouse Agreement consists of the following: (i) an initial cash option payment of $200,000 payable upon execution of the Agreement, which the Company paid on December 18, 2021, and (ii) purchase price (the “Olinghouse Purchase Price”) which shall be paid by the Company to Target in either cash or common shares of the Company, the determination of which shall be as follows:

	●	if the Company’s 10-day volume weighted average price (“VWAP”) Calculation is less than $1.25 per share, the Olinghouse Purchase Price shall be paid in cash; or

	●	if the Company’s 10-day VWAP Calculation is more than $1.25 per share, the Olinghouse Purchase Price shall be paid in the form of 2,000,000 Shares of the Company’s common stock.

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 that the Company intends to exercise its option to acquire the 1% production royalty on the Olinghouse Project. As of the date of these condensed consolidated financial statements, the Company has not received the Royalty deed. The Company intends to make the final option payment once it received fully executed Royalty deed from Target.

During the three- and six-month periods ended June 30, 2024 and 2023, the Company did not incur any expenses associated with the Olinghouse Project.

Palmetto Project

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

To acquire the 2% NSR on the Palmetto Project, Nevada Canyon agreed to pay Smooth Rock a one-time cash payment of $350,000, which was paid on February 7, 2022.

During the three- and six-month periods ended June 30, 2024 and 2023, the Company did not incur any 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.

The Lapon Canyon Project consists of 96 unpatented lode mining claims identified as the Sleeper and Lapon Rose claim groups situated in Mineral County, Nevada, within the northern portion of the Walker Lane gold trend. In order to finalize the Royalty Purchase Agreement, the Company was 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. The Company paid a total of $25,000 for a 1% NSR on 36 Sleeper claims.

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 36 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.

NOTE 5 – INVESTMENT IN EQUITY SECURITIES

As at June 30, 2024 and December 31, 2023, the Company’s equity investment consisted of 511,750 common shares of WRR.

At June 30, 2024 and December 31, 2023, the fair value of the equity investment was $74,779 and $56,105, respectively, based on the trading price of WRR Shares at June 30, 2024 and December 31, 2023. Fair value is measured using Level 1 inputs in the fair value hierarchy.

During the three-month period ended June 30, 2024, the revaluation of the equity investment in WRR resulted in a $38,524 loss on the change in fair value of the equity investment (June 30, 2023 - $6,224 loss).

During the six-month period ended June 30, 2024, the revaluation of the equity investment in WRR resulted in a $18,674 gain on the change in fair value of the equity investment (June 30, 2023 - $94,962 loss).

The Company did not sell any WRR Shares during the three- and six-month periods ended June 30, 2024 and 2023.

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 Company’s Common Shares on the date of issuance, being $2.865 per Common Share.

During the six-month period ended June 30, 2024, the Company issued 363,625 Common Shares for total proceeds to the Company of $436,350 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, and was recorded as obligation to issue shares. The Company paid $2,686 in share issuance costs associated with exercise of these Warrants.

Subsequent to June 30, 2024, the Company issued further 5,750 Common Shares for total proceeds to the Company of $6,900 which were received prior to June 30, 2024, and therefore recorded as obligation to issue shares. As at June 30, 2024, the Company had received an additional $3,600 on exercise of Warrants, which were recorded as obligation to issue shares. These shares remain unissued as at the date of the filing of these condensed consolidated financial statements.

Warrants

The changes in the number of warrants outstanding for the six-month period ended June 30, 2024, and for the year ended December 31, 2023, are as follows:

	Six months ended June 30, 2024					Year ended December 31, 2023
	Number of warrants			Weighted average exercise price		Number of warrants			Weighted average exercise price

Warrants outstanding, beginning		12,349,912		$	1.20		-		$		n/a
Warrants issued - offering		-			$ n/a		12,499,343			$	1.20
Warrants issued - agent		-			$ n/a		124,994			$	1.20
Warrants exercised		(363,625	)	$	1.20		(274,425	)		$	1.20
Warrants outstanding, ending		11,986,287		$	1.20		12,349,912			$	1.20

Details of warrants outstanding as at June 30, 2024, are as follows:

SCHEDULE OF WARRANTS OUTSTANDING

Number of warrants exercisable			Expiry date	Exercise price
	402,239		July 27, 2025	$	1.20
	2,763,574		August 28, 2025	$	1.20
	2,054,097		September 23, 2025	$	1.20
	55,373	⁽¹⁾	September 23, 2028	$	1.20
	4,697,267		October 18, 2025	$	1.20
	1,944,116		November 3, 2025	$	1.20
	69,621	⁽¹⁾	November 3, 2028	$	1.20
	11,986,287

(1)	Agent warrants

At June 30, 2024, the weighted average life of the warrants was 1.29 years.

Share-based compensation

During the three- and six-month periods ended June 30, 2024 and 2023, the Company recognized share-based compensation as follows:

	2024		2023		2024		2023
	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Directors and CEO	$	245,767	$	246,440	$	491,534	$	490,173
Officer – VP of Operations		175,000		175,000		350,000		233,333
Consultants		116,667		116,667		233,334		155,556
Total	$	537,434	$	538,107	$	1,074,868	$	879,062

Directors:

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

The fair value of the shares was determined to be approximately $2,965,413 or $0.4938 per share based on the trading price of the Company’s common stock on the issue date adjusted for the restrictions under the Lock-up Agreements. The shares vest over a three-year time period.

As stated above, the Company distributed all of the awarded shares prior to vesting. As at June 30, 2024, 4,003,333 shares have vested and 2,001,667 shares will vest on December 31, 2024. As of June 30, 2024, unvested compensation related to the Director Shares of $496,936 will be recognized over the next six months.

Officer – VP of Operations:

On February 24, 2023, the Company entered into a consulting agreement with the Company’s newly appointed Vice President of Operations (the “VP Agreement”). The Company agreed to issue 2,000,000 shares of its common stock for the services. The shares vest ratably over a two-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 Company’s common stock on the date the service period began. As at June 30, 2024, the Company had distributed a total of 1,083,333 shares under the VP Agreement and had recorded an obligation to issue further 250,000 Common Shares, which were issued on July 1, 2024.

Unvested compensation related to the shares to be issued under the VP Agreement of $466,667 will be recognized over the next eight months.

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 ratably 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 Company’s common stock on the date the service period began. As at June 30, 2024, the Company had distributed a total of 722,223 shares under the Consulting Agreements and had recorded an obligation to issue further 166,667 Common Shares, which were issued on July 1, 2024.

Unvested compensation related to the Shares to be issued under the Consulting Agreements of $777,778 will be recognized over the next 1.67 years.

NOTE 7 – PREPAID EXPENSES

Prepaid expenses at June 30, 2024 and December 31, 2023:

SCHEDULE OF PREPAID EXPENSES

	June 30, 2024		December 31, 2023
Prepaid investor awareness and marketing	$	500,000	$	500,367
Prepaid filing and listing fees		40,734		38,042
Prepaid consulting fees		2,625		2,625
Total	$	543,359	$	541,034

Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations

Forward-looking Statements

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I of this report include some statements that are not purely historical and that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as such, may involve risks and uncertainties. These forward-looking statements relate to, among other things, expectations of the business environment in which we operate, perceived opportunities in the market and statements regarding our mission and vision. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. You can generally identify forward-looking statements as statements containing the words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The forward-looking statements contained herein are based on various assumptions, many of which are based, in turn, upon further assumptions. Our expectations, beliefs and forward-looking statements are expressed in good faith on the basis of management’s views and assumptions as of the time the statements are made, but there can be no assurance that management’s expectations, beliefs or projections will result or be achieved or accomplished.

Examples of forward-looking statements in this Quarterly Report on Form 10-Q include, but are not limited to, our expectations regarding our ability to generate operating cash flows and to fund our working capital and capital expenditure requirements. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding demand for our future products, the timing and cost of capital expenditures, competitive conditions and general economic conditions. These assumptions could prove inaccurate. Although we believe that the estimates and projections reflected in the forward-looking statements are reasonable, our expectations may prove to be incorrect. Important factors that could cause actual results to differ materially from the results and events anticipated or implied by such forward-looking statements include:

	●	management’s plans, objectives and budgets for its future operations and future economic performance;
	●	capital budget and future capital requirements;
	●	meeting future capital needs;
	●	our dependence on management and the need to recruit additional personnel;
	●	limited trading for our common stock;
	●	the level of future expenditures;
	●	impact of recent accounting pronouncements;
	●	the outcome of regulatory and litigation matters; and
	●	the assumptions described in this report underlying such forward-looking statements.

Actual results and developments may materially differ from those expressed in, or implied by, such statements due to a number of factors, including:

	●	those described in the context of such forward-looking statements;
	●	future product development and marketing costs;
	●	the markets of our domestic operations;
	●	the impact of competitive products and pricing;
	●	the political, social and economic climate in which we conduct operations; and
	●	the risk factors described in other documents and reports filed with the Securities and Exchange Commission, including our Registration Statement on Form S-1/A (SEC File No. 333-196075).

We operate in an extremely competitive environment. New risks emerge from time to time. It is not possible for us to predict all of those risks, nor can we assess the impact of all of those risks on our business or the extent to which any factor may cause actual results to differ materially from those contained in any forward-looking statement. We believe these forward-looking statements are reasonable. However, you should not place undue reliance on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date they are made, and unless required by law, we expressly disclaim any obligation or undertaking to update publicly any of them in light of new information or future events.

The following is management’s discussion and analysis of financial condition and results of operations and is provided as a supplement to the accompanying unaudited condensed consolidated financial statements and notes to help provide an understanding of our financial condition, results of operations and cash flows during the periods included in the accompanying unaudited condensed consolidated financial statements.

In this Quarterly Report on Form 10-Q, “Company,” “the Company,” “us,” and “our” refer to Nevada Canyon Gold Corp. and its wholly-owned subsidiaries, Nevada Canyon LLC and Canyon Carbon LLC, incorporated in Nevada, unless the context requires otherwise.

We intend the following discussion to assist in the understanding of our financial position and our results of operations for the three- and six-month periods ended June 30, 2024 and 2023. You should refer to the Condensed Financial Statements and related Notes in conjunction with this discussion.

General

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

We are a US-based natural resource company headquartered in Reno, Nevada. The Company has a large, strategic land position and royalties, in multiple projects, within some of Nevada’s highest-grade historical mining districts. As of the date of the filing of this Quarterly report on Form 10-Q our mineral property and royalty interests are comprised of the Lazy Claims Property, the Loman Property, and the Agai-Pah Property located in Mineral County, Nevada, the Swales Property located in Elko County, Nevada, and the Belshazzar Property located in Quartzburg mining district, Boise County, Idaho. In addition, we acquired an option to acquire 100% interest of Target Minerals, Inc’s (“Target”) 1% production royalty on the Olinghouse Project, located in the Olinghouse Mining District, Washoe County, Nevada, acquired 2% net smelter returns royalty (“NSR”) on the Palmetto Project located in Esmeralda County, Nevada, 2% NSR on the Lapon Canyon Project, 1% NSR on 36 Sleeper claims included in the Lapon Canyon Project, and 2% NSR on the Pikes Peak Project which are located in Mineral County, Nevada.

Critical Accounting Policies and Estimates

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

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements for the three- and six-month periods ended June 30, 2024 and 2023, together with notes thereto, which are included in this Quarterly Report on Form 10-Q, as well as our most recent audited consolidated financial statements on Form 10-K for the year ended December 31, 2023.

Results of Operations

Three- and six-month periods ended June 30, 2024, compared to the three- and six-month periods ended June 30, 2023:

	Three months ended June 30,						Changes between the			Six months ended June 30,						Changes between the
	2024			2023			periods			2024			2023			periods
Operating expenses
Investor awareness and marketing	$	359,367		$	41,593		$	317,774		$	777,642		$	48,518		$	729,124
Consulting fees		124,166			124,167			(1	)		248,646			179,493			69,153
Director and officer compensation		420,768			421,440			(672	)		841,534			723,506			118,028
General and administrative expenses		22,272			9,258			13,014			38,279			27,047			11,232
Professional fees		7,250			70,320			(63,070	)		27,715			76,320			(48,605	)
Transfer agent and filing fees		4,559			3,868			691			15,274			8,590			6,684
Total operating expenses		938,382			670,646			267,736			1,949,090			1,063,474			885,616
Other income (expense)
Fair value gain (loss) on equity investments		(38,524	)		(6,224	)		32,300			18,674			(94,962	)		(113,636	)
Foreign exchange gain (loss)		(1	)		4			(5	)		(7	)		4			(11	)
Interest income		111,578			7,321			104,257			225,649			13,813			211,836
Total other income (expense)		73,053			1,101			71,952			244,316			(81,145	)		(325,461	)
Net loss	$	865,329		$	669,545		$	195,784		$	1,704,774		$	1,144,619		$	560,155

Revenues

We had no revenues for the three- and six-month periods ended June 30, 2024 and 2023. Due to the exploration rather than the production nature of our business, we do not expect to have significant operating revenue in the foreseeable future.

Operating Expenses

Our operating expenses for the three- and six-month periods ended June 30, 2024 and 2023 included investor awareness and marketing expenses, director and officer compensation, consulting fees, professional fees, transfer agent and filing fees, and general and administrative expenses.

During the three-month period ended June 30, 2024, our operating expenses increased by $267,736 or 40%, to $938,382 as compared to $670,646 for the three months ended June 30, 2023. This change was associated with $359,367 we incurred in investor awareness and marketing expenses, which during the three-month period ended June 30, 2024, increased by $317,774, from $41,593 we incurred during the three-month period ended June 30, 2023. Our general and administrative expenses increased by $13,014, from $9,258 for the three-month period ended June 30, 2023 to $22,272 for the three-month period ended June 30, 2024. These increases were in part offset by a $63,070 decrease in professional fees from $70,320 for the three-month period ended June 30, 2023 to $7,250 for the three-month period ended June 30, 2024.

Other operating expenses included $420,768 in director and officer compensation for 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 (2023 - $421,440), consulting fees of $124,166 (2023 – 124,167), and $4,559 in transfer agent and filing fees (2023 - $3,868).

On a year-to-date basis, our operating expenses increased by $885,616 or 83%, to $1,949,090 as compared to $1,063,474 for the six months ended June 30, 2023. This change was associated with $777,642 we incurred in investor awareness and marketing expenses, which during the six-month period ended June 30, 2024, increased by $729,124, from $48,518 we incurred during the six-month period ended June 30, 2023. Our general and administrative expenses increased by $11,232, from $27,047 for the six-month period ended June 30, 2023 to $38,279 for the three-month period ended June 30, 2024. Our director and officer compensation increased by $118,028 from $723,506 we incurred during the three-month period ended June 30, 2023 to $841,534 we incurred during the six-month period ended June 30, 2024; the director and office compensation was associated with the 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. Our consulting fees increased by $69,153, from $179,493 we incurred during the six-month period ended June 30, 2023 to $248,646 we incurred during the six-month period ended June 30, 2024, and our transfer agent and filing fees increased by $6,684 from $8,590 we incurred during the six-month period ended June 30, 2023 to $15,274 we incurred during the six-month period ended June 30, 2024.

These increases were in part offset by a $48,605 decrease in professional fees from $76,320 for the six-month period ended June 30, 2023 to $27,715 for the six-month period ended June 30, 2024.

Other Income (Expenses)

During the three-month period ended June 30, 2024, we recognized $38,524 loss on fair value of investments in equity securities (2023 – $6,224). The loss resulted from revaluation of WRR Shares and was caused mainly by decreased market price of WRR’s Shares from CAD$0.30 per share at March 31, 2024, to CAD$0.20 per share at June 30, 2024, and to a smaller degree from fluctuation of exchange rates between the US and Canadian dollars. In addition, we earned $111,578 in interest income, which increased in comparison to $7,321 we earned during the three months ended June 30, 2023, as a result of larger cash balances from capital raise.

During the six-month period ended June 30, 2024, we recognized $18,674 gain on fair value of investments in equity securities (2023 – $94,962 loss). The loss resulted from revaluation of WRR Shares and was caused mainly by decreased market price of WRR’s Shares from CAD$0.145 per share at December 31, 2023, to CAD$0.20 per share at June 30, 2024, and to a smaller degree from fluctuation of exchange rates between the US and Canadian dollars. In addition, we earned $225,649 in interest income, which increased in comparison to $13,813 we earned during the six months ended June 30, 2023, as a result of larger cash balances from capital raise.

Net Loss

During the three months ended June 30, 2024, we incurred net loss of $865,329, as compared to net loss of $669,545 we incurred during the three-month period ended June 30, 2023. This change mainly resulted from increased investor awareness and marketing expenses which were in part offset by increased interest income and decreased professional fees.

During the six months ended June 30, 2024, we incurred net loss of $1,704,774, as compared to net loss of $1,144,619 we incurred during the six-month period ended June 30, 2023. This change mainly resulted from increased investor awareness and marketing expenses which were in part offset by increased interest income and decreased professional fees.

Liquidity and Capital Resources

	June 30, 2024		December 31, 2023

Current assets	$	9,650,245	$	10,285,426
Current liabilities		1,308,267		1,306,307
Working capital	$	8,341,978	$	8,979,119

As of June 30, 2024, we had a cash balance of $9,106,886 and working capital of $8,341,978 with cash flows used in operations totaling $568,670 for the period then ended. During the six months ended June 30, 2024, our operations were funded with cash on hand. The cash that we had on hand at June 30, 2024, 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, and from exercise of Warrants we issued as part of the Offering.

Due to the exploration rather than the production nature of our business, our operating activities do not generate cash flows, and cannot satisfy our cash requirements. However, we believe that the cash we 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

	Six Months Ended June 30,
	2024			2023
Cash flows used in operating activities	$	(568,670	)	$	(207,820	)
Cash flows used in investing activities		(495,000	)		(20,000	)
Cash flows provided by financing activities		426,164			-
Net decrease in cash during the period	$	(637,506	)	$	(227,820	)

Net cash used in operating activities

During the six months ended June 30, 2024, our net cash used in operating activities increased by $360,850, or 174%, to $568,670 for the six months ended June 30, 2024, compared with $207,820 for the comparative period in 2023. During the six months ended June 30, 2024, we used $548,305 to cover our cash operating costs, which were determined by reducing the net loss of $1,704,774 the Company incurred during the period, by non-cash items included in the net loss of $1,156,469; $18,040 to decrease our accounts payable and $2,325 to increase our prepaid expenses.

During the six months ended June 30, 2023, we used $207,820 in our operating activities. During the six months ended June 30, 2023, we used $170,595 to cover our cash operating costs, which were determined by reducing the net loss of $1,144,619 the Company incurred during the period, by non-cash items included in the net loss of $974,024; we used $5,027 to increase our prepaid expenses, and $17,031 to reduce amounts due to our related parties. These uses of cash were further increased by $15,167 decrease in accounts payable and accrued liabilities.

Adjustments to reconcile net loss to net cash used in operating activities

During the six months ended June 30, 2024, we recognized $18,674 gain on revaluation of fair value of our investments in WRR Shares. In addition, we recognized $491,534 in director and CEO compensation associated with the par-value shares we distributed to our directors and CEO on December 30, 2021, $350,000 and $233,334 we recorded on vesting of shares awarded to our VP of Operations and to 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.

During the six months ended June 30, 2023, we recognized $94,962 loss on revaluation of fair value of our investments in WRR Shares. In addition, we recognized $490,173 in director compensation associated with the par-value shares we distributed to our directors on December 30, 2021, $233,333 and $155,556 we recorded as the vesting of shares awarded to our VP of Operations and to our consultants, respectively, in accordance with the consulting agreements we executed in February of 2023.

Net cash used in investing activities

During the six-month period ended June 30, 2024 and 2023, we spent $20,000, to make option payments on our Swales Property, which was initially accrued at December 31, 2023, $325,000 to acquire NSR on Lapon Canyon Project, and $150,000 to acquire NSR on Pikes Peak Project.

During the six-month period ended June 30, 2023, we used $20,000 to make an option payment on our Swales Property, which we accrued in December of 2022.

Net cash provided by financing activities

During the six-month period ended June 30, 2024, we issued 363,625 shares for total proceeds of $436,350 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, and $10,500 were received during the six-month period ended June 30, 2024, for which 5,750 Common Shares were issued subsequent to June 30, 2024, and 3,000 Common Shares remain to be issued as of the date of the filing of this Quarterly Report on Form 10-Q. The Company paid $2,686 in share issuance costs associated with exercise of these Warrants.

During the six-month period ended June 30, 2023, we did not generate any funds from our financing activities.

Going Concern

At June 30, 2024, we had a working capital surplus of $8,341,978 and cash on hand of $9,106,886, 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 $74,779.

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. However, given the current market and industry conditions, we cannot be sure that we will be able to procure additional funding. If operating difficulties or other factors (many of which are beyond our control) delay our realization of revenues or cash flows from operations, we may be limited in our ability to pursue our business plan. Moreover, if our resources from obtaining additional capital or cash flows from operations, once we commence them, do not satisfy our operational needs or if unexpected expenses arise due to unanticipated pressures or if we decide to expand our business plan beyond its currently anticipated level or otherwise, we will require additional financing to fund our operations, in addition to anticipated cash generated from our operations. Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited. In a worst-case scenario, we might not be able to fund our operations or to remain in business, which could result in a total loss of our stockholders’ investment. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders would be reduced, and these newly issued securities might have rights, preferences, or privileges senior to those of existing stockholders.

Impact of Inflation

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

Capital Expenditures

During the six months ended June 30, 2024 and 2023, we used $20,000, each, to make annual option payments on Swales Property. In addition, during the six-month period ended June 30, 2024, we used $475,000 to acquire royalty interests.

Unproved Mineral Properties and Royalty Interests

As of the date of this Quarterly report on Form 10-Q, our mineral property and royalty interests are comprised of the Lazy Claims Property, the Loman Property, and the Agai-Pah Property located in Mineral County, Nevada, the Swales Property located in Elko County, Nevada, and the Belshazzar Property located in Quartzburg mining district, Boise County, Idaho. In addition, we acquired a 2% net smelter returns royalty (“NSR”) on the Palmetto Project, located in Esmeralda County, Nevada, a 2% NSR on the Lapon Canyon Project, a 1% NSR on 36 Sleeper claims included in the Lapon Canyon Project, a 2% NSR on the Pikes Peak Project which are located in Mineral County, Nevada, and have an option to acquire 100% interest of Target Minerals, Inc’s (“Target”) 1% production royalty on the Olinghouse Project, located in the Olinghouse Mining District, Washoe County, Nevada.

The Company is presently focused on exploration of its Swales and Agai Pah Properties in Nevada. Remaining mineral property and royalty interests are considered secondary, and exploration efforts on these may be rescheduled to accommodate exploration programs scheduled for Swales and Agai Pah Properties.

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 Quarterly Report on Form 10-Q, we retain our leasing rights to the Lazy Claims.

As of June 30, 2024, the total cost of the Lazy Claims Property was $Nil, and had no plant nor equipment associated with it.

Loman Property (Exploration Phase)

In December 2019 we acquired 27 unpatented mining claims for a total of $10,395 (the “Loman Property”). Due to certain regulatory restrictions associated with COVID-19 pandemic, we were required to delay the re-registration of the Loman Property claims into the Company’s name. The Loman claims were transferred and re-registered into our name in the fourth quarter of fiscal year 2021.

As of June 30, 2024, the total cost of the Loman Property was $10,395, and had no plant nor equipment associated with it.

Agai-Pah Property (Exploration Phase)

On May 19, 2021, we entered into an exploration lease with option to purchase agreement (the “Agai-Pah Property Agreement”) with MSM Resource, L.L.C., (“MSM”) a Nevada limited liability Corporation on the Agai-Pah Property, consisting of 20 unpatented mining claims totaling 400 acres (the “Agai-Pah Property”). Alan Day, the managing member of MSM, is the CEO, President, and director of the Company.

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

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 June 30, 2024, the Company had recorded $60,000 in acquisition costs associated with the Agai-Pah Property, and accrued the third $20,000 anniversary payment, which was paid Subsequent to June 30, 2024.

As of June 30, 2024, the total cost of the Agai-Pah Property was $80,000, and had no plant nor equipment associated with it.

Belshazzar Property (Exploration Phase)

On June 4, 2021, we entered into an exploration lease with 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 claim totaling 200 acres (the “Belshazzar Property”). Alan Day, the managing member of Belshazzar, is the CEO, President, and director of the Company.

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 June 30, 2024, the Company had recorded $60,000 in acquisition costs associated with the Belshazzar Property, and accrued the third $20,000 anniversary payment, which was paid Subsequent to June 30, 2024.

As of June 30, 2024, the total cost of the Belshazzar Property was $80,000, and had no plant nor equipment associated with it.

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”).

Full consideration of the Swales Property Agreement consists of the following: (i) an initial cash payment of $20,000 to be paid within 90 days from the execution of the Belshazzar Agreement on December 27, 2021 (the “effective date”), and (ii) annual payments of $20,000 to be paid on the anniversary of the Effective Date while the Swales Property Agreement remains in effect.

The Company has the exclusive option and right to acquire 100% ownership of the Swales Property (the “Swales Purchase Option”). To exercise the Swales Purchase Option, the Company will be required to pay $750,000 (the “Swales Purchase Price”). The Swales Purchase Price can be paid in either cash and/or equity of the Company, or a combination thereof, at the election of Mr. Parks. The annual payments paid by the Company to Mr. Parks, shall not be applied or credited against the Swales Purchase Price. The Company made the initial cash payment of $20,000 on January 15, 2022, and made the first $20,000 anniversary payment on March 14, 2023, which was initially accrued at December 31, 2022. At December 31, 2023, the Company accrued the second $20,000 anniversary payment, which was paid on February 16, 2024.

As of June 30, 2024, the total cost of the Swales Property was $60,000, and had no plant nor equipment associated with it.

Olinghouse Project (Development and Exploration Phase)

On December 17, 2021, our wholly owned subsidiary, Nevada Canyon, LLC, entered into an Option to Purchase Agreement (the “Olinghouse Agreement”) with Target Minerals, Inc (“Target”), to acquire 100% interest of Target’s 1% production royalty on the Olinghouse Project.

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

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 that the Company intends to exercise its option to acquire the 1% production royalty on the Olinghouse Project and, as of the date of this Quarterly Report on Form 10-Q, is awaiting delivery of the Royalty deed, at which point the Company will have to make the final option payment as discussed above.

As of June 30, 2024, the total cost of the Olinghouse Royalty was $240,000. The Company did not have any plant nor equipment associated with Olinghouse Royalty.

Palmetto Project (Exploration Phase)

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

As of June 30, 2024, the total cost of the Palmetto Royalty was $350,000. The Company did not have any plant nor equipment associated with Olinghouse Royalty.

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.

The Lapon Canyon Project consists of 96 unpatented lode mining claims identified as the Sleeper and Lapon Rose claim groups situated in Mineral County, Nevada, within the northern portion of the Walker Lane gold trend. In order to finalize the Royalty Purchase Agreement, we were required to acquire an additional 1% NSR from two individuals who held NSR on the 36 Sleeper claims that are included in the Lapon Canyon Project. We paid a total of $25,000 for a 1% NSR on 36 Sleeper claims.

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. The Pikes Peak Project consists of 36 unpatented lode mining claims situated in Mineral County, Nevada, within the northern portion of the Walker Lane gold trend. To acquire the NSR on Pikes Peak Project we made a one-time cash payment of $150,000.

Off-Balance Sheet Arrangements

None.

Use of Estimates

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

We evaluate impairment of our long-lived assets by applying the provisions of ASC No. 360. In applying those provisions, we have not recognized any impairment charge on our long-lived assets during the six-month period ended June 30, 2024.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

We conducted an evaluation, under the supervision and with the participation of the Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(f) under the Securities Exchange Act of 1934 as amended (the “Exchange Act”)). Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer, concluded that our disclosure controls and procedures, as of the end of the fiscal quarter covered by this quarterly report on Form 10-Q, were not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

(b) Changes in Internal Controls over Financial Reporting

During the quarter ended June 30, 2024, there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

We incorporate by reference the Risk Factors included as Item 1A of our Annual Report on Form 10-K we filed with the Securities and Exchange Commission on March 11, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits

(a)

The following exhibits are filed with this quarterly report on Form 10-Q or are incorporated herein by reference:

Exhibit Number		Description
10.04		Exploration Lease Agreement, dated August 2, 2017 (4)
10.05		Definitive Purchase Agreement dated July 11, 2018 (5)
10.06		Exploration Lease with Option to Purchase Agreement, dated May 19, 2021 (6)
10.07		Exploration Lease with Option to Purchase Agreement, dated June 4, 2021 (7)
10.08		Convertible Note Agreement (8)
10.09		Subscription Agreement (8)
10.10		Royalty Option to Purchase Agreement, dated December 17, 2021 (9)
10.11		Exploration Lease with Option to Purchase Agreement, dated December 27, 2021 (10)
10.13		Form of a lock-up agreement between the Company and certain Subscribers dated December 30, 2021 (11)
10.14		Royalty Purchase Agreement, dated January 27, 2022(12)
10.15		Form of a vesting and lock-up agreement between the Company and certain Subscribers with an effective date of December 30, 2021 (13)
10.16		Public Relations Services Agreement between the Company and Think Ink Marketing Data & Email Services, Inc. (“Think Ink”) dated February 3, 2023 (17)
10.17		Consulting Agreement, dated February 24, 2023, by and between Nevada Canyon Gold Corp. and Ryan McMillan (14)
10.18		Consulting Agreement, dated February 24, 2023, by and between Nevada Canyon Gold Corp. and RNR Enterprises (14)
10.19		Consulting Agreement, dated February 24, 2023, by and between Nevada Canyon Gold Corp. and Little Hill Holdings LLC (14)
10.20		Consulting services agreement, dated April 5, 2023, by and between Nevada Canyon Gold Corp. and Warm Springs Consulting LLC(15)
10.21		Consulting services agreement, dated August 16, 2023, by and between Nevada Canyon Gold Corp. and i2i Marketing Group, LLC.(16)
10.22		Royalty Purchase Agreement with Walker River Resources, LLC, dated May 24, 2024.(18)
10.23		Royalty Purchase Agreement with Walker River Resources, LLC, dated June 12, 2024.(19)
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*.
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	(1)	Incorporated by reference herein from the Form 8-K filed by the Company on December 22, 2015.
	(2)	Incorporated by reference herein from the Form 8-K filed by the Company on June 8, 2017.
	(3)	Incorporated by reference herein from the Form 8-K filed by the Company on July 7, 2017.
	(4)	Incorporated by reference herein from the Form 8-K filed by the Company on August 7, 2017.
	(5)	Incorporated by reference herein from the Form 8-K filed by the Company on July 12, 2018.
	(6)	Incorporated by reference herein from the Form 8-K filed by the Company on May 19, 2021.
	(7)	Incorporated by reference herein from the Form 8-K filed by the Company on June 7, 2021.
	(8)	Incorporated by reference herein from the Form 8-K filed by the Company on September 13, 2021.
	(9)	Incorporated by reference herein from the Form 8-K filed by the Company on December 21, 2021.
	(10)	Incorporated by reference herein from the Form 8-K filed by the Company on December 28, 2021.
	(11)	Incorporated by reference herein from the Form 8-K filed by the Company on December 30, 2021.
	(12)	Incorporated by reference herein from the Form 8-K filed by the Company on February 1, 2022.
	(13)	Incorporated by reference herein from the Form 8-K/A filed by the Company on March 25, 2022.
	(14)	Incorporated by reference herein from the Form 8-K filed by the Company on February 27, 2023.
	(15)	Incorporated by reference herein from the Form 10-Q filed by the Company on August 11, 2023.
	(16)	Incorporated by reference herein from the Form 10-Q filed by the Company on November 13, 2023.
	(17)	Incorporated by reference herein from the Form 10-Q filed by the Company on May 12, 2023.
	(18)	Incorporated by reference herein from the Form 8-K filed by the Company on May 29, 2024.
	(19)	Incorporated by reference herein from the Form 8-K filed by the Company on June 18, 2024.
	*	Filed herewith.

SignatureS

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

	NEVADA CANYON GOLD CORP.

August 12, 2024	/s/ Alan Day
	Alan Day
	Chief Executive Officer (Principal Executive Officer),
	President and Member of the Board of Directors

Exhibit 31.1

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

I, Alan Day, certify that:

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

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

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

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

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

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

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

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

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

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

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

Dated: August 12, 2024	/s/ Alan Day
	Alan Day
	Chief Executive Officer
	(Principal Executive Officer)

Exhibit 31.2

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

I, Jeffrey A. Cocks, certify that:

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

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

Dated: August 12, 2024	/s/ Jeffrey A. Cocks
	Jeffrey A. Cocks
	Chief Financial Officer
	(Principal Accounting Officer)

Exhibit 32.1

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

In connection with the Quarterly Report of Nevada Canyon Gold Corp. (the “Company”) on Form 10-Q for the period ending June 30, 2024, as filed with the Securities and Exchange Commission on or about the date hereof (“Report”), I, Alan Day, the Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

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

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

Dated: August 12, 2024	/s/ Alan Day
	Alan Day
	Chief Executive Officer
	(Principal Executive Officer)

Exhibit 32.2

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

In connection with the Quarterly Report of Nevada Canyon Gold Corp. (the “Company”) on Form 10-Q for the period ending June 30, 2024, as filed with the Securities and Exchange Commission on or about the date hereof (“Report”), I, Jeffrey A. Cocks, the Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

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

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

Dated: August 12, 2024	/s/ Jeffrey A. Cocks
	Jeffrey A. Cocks
	Chief Financial Officer
	(Principal Accounting Officer)

Cover - $ / shares	6 Months Ended
Cover - $ / shares	Jun. 30, 2024	Aug. 12, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	000-55600
Entity Registrant Name	NEVADA CANYON GOLD CORP.
Entity Central Index Key	0001605481
Entity Tax Identification Number	46-5152859
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	5655 Riggins Court
Entity Address, Address Line Two	Suite 15
Entity Address, City or Town	Reno
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89502
City Area Code	(888)
Local Phone Number	909-5548
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	NGLD
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		26,477,760
Entity Listing, Par Value Per Share	$ 0.0001

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Current Assets
Cash	$ 9,106,886	$ 9,744,392
Prepaid expenses	543,359	541,034
Total Current Assets	9,650,245	10,285,426
Investment in equity securities	74,779	56,105
Mineral property and royalty interests	1,295,395	780,395
TOTAL ASSETS	11,020,419	11,121,926
Current Liabilities
Accounts payable and accrued liabilities	808,267	846,307
Related party payables	500,000	460,000
Total Liabilities	1,308,267	1,306,307
Commitments and Contingencies (Note 4)
Stockholders’ Equity
Preferred Stock: Authorized 10,000,000 preferred shares, $0.0001 par, none issued and outstanding as of June 30, 2024 and December 31, 2023
Common Stock: Authorized 100,000,000 common shares, $0.0001 par, 26,055,343 and 25,240,051 issued and outstanding as of June 30, 2024 and December 31, 2023, respectively	2,605	2,523
Additional paid-in capital	16,274,605	14,957,547
Obligation to issue shares	302,167	18,000
Accumulated deficit	(6,867,225)	(5,162,451)
Total Stockholders’ Equity	9,712,152	9,815,619
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$ 11,020,419	$ 11,121,926

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, shares authorized	100,000,000	100,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares issued	26,055,343	25,240,051
Common stock, shares outstanding	26,055,343	25,240,051

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Operating expenses
Investor awareness and marketing	$ 359,367	$ 41,593	$ 777,642	$ 48,518
Consulting fees	124,166	124,167	248,646	179,493
Director and officer compensation	420,768	421,440	841,534	723,506
General and administrative	22,272	9,258	38,279	27,047
Professional fees	7,250	70,320	27,715	76,320
Transfer agent and filing fees	4,559	3,868	15,274	8,590
Total operating expenses	938,382	670,646	1,949,090	1,063,474
Other income (expense)
Fair value gain (loss) on equity investments	(38,524)	(6,224)	18,674	(94,962)
Foreign exchange gain (loss)	(1)	4	(7)	4
Interest income	111,578	7,321	225,649	13,813
Total other income (expense)	73,053	1,101	244,316	(81,145)
Net loss	$ 865,329	$ 669,545	$ 1,704,774	$ 1,144,619
Net loss per common share - basic	$ 0.04	$ 0.09	$ 0.07	$ 0.16
Net loss per common share - diluted	$ 0.04	$ 0.09	$ 0.07	$ 0.16
Weighted average number of common shares outstanding :
Basic	23,930,830	7,074,061	23,613,325	7,074,061
Diluted	23,930,830	7,074,061	23,613,325	7,074,061

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Obligation To Issue Shares [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2022	$ 1,107		$ 3,073,447	$ (2,507,501)	$ 567,053
Balance, shares at Dec. 31, 2022	11,077,394
Stock-based compensation - consultants		38,889			38,889
Stock-based compensation - consultants, shares
Stock-based compensation - officer		58,333			58,333
Stock-based compensation - officer, shares
Stock-based compensation - directors and CEO			243,733		243,733
Net loss				(475,074)	(475,074)
Balance at Mar. 31, 2023	$ 1,107	97,222	3,317,180	(2,982,575)	432,934
Balance, shares at Mar. 31, 2023	11,077,394
Balance at Dec. 31, 2022	$ 1,107		3,073,447	(2,507,501)	567,053
Balance, shares at Dec. 31, 2022	11,077,394
Net loss					(1,144,619)
Balance at Jun. 30, 2023	$ 1,107	388,889	3,563,620	(3,652,120)	301,496
Balance, shares at Jun. 30, 2023	11,077,394
Balance at Mar. 31, 2023	$ 1,107	97,222	3,317,180	(2,982,575)	432,934
Balance, shares at Mar. 31, 2023	11,077,394
Stock-based compensation - consultants		116,667			116,667
Stock-based compensation - consultants, shares
Stock-based compensation - officer		175,000			175,000
Stock-based compensation - officer, shares
Stock-based compensation - directors and CEO			246,440		246,440
Net loss				(669,545)	(669,545)
Balance at Jun. 30, 2023	$ 1,107	388,889	3,563,620	(3,652,120)	301,496
Balance, shares at Jun. 30, 2023	11,077,394
Balance at Dec. 31, 2023	$ 2,523	18,000	14,957,547	(5,162,451)	9,815,619
Balance, shares at Dec. 31, 2023	25,240,051
Stock-based compensation - consultants	$ 17		116,650		116,667
Stock-based compensation - consultants, shares	166,667
Stock-based compensation - officer	$ 25		174,975		175,000
Stock-based compensation - officer, shares	250,000
Stock-based compensation - directors and CEO			245,767		245,767
Net loss				(839,445)	(839,445)
Shares issued on exercise of warrants	$ 11	(6,000)	126,829		120,840
Shares issued on exercise of warrants, shares	105,700
Shares to be issued on exercise of warrants		38,850			38,850
Share issuance costs			(1,624)		(1,624)
Balance at Mar. 31, 2024	$ 2,576	50,850	15,620,144	(6,001,896)	9,671,674
Balance, shares at Mar. 31, 2024	25,762,418
Balance at Dec. 31, 2023	$ 2,523	18,000	14,957,547	(5,162,451)	9,815,619
Balance, shares at Dec. 31, 2023	25,240,051
Net loss					(1,704,774)
Balance at Jun. 30, 2024	$ 2,605	302,167	16,274,605	(6,867,225)	9,712,152
Balance, shares at Jun. 30, 2024	26,055,343
Balance at Mar. 31, 2024	$ 2,576	50,850	15,620,144	(6,001,896)	9,671,674
Balance, shares at Mar. 31, 2024	25,762,418
Stock-based compensation - consultants		116,667			116,667
Stock-based compensation - officer		175,000			175,000
Stock-based compensation - directors and CEO			245,767		245,767
Net loss				(865,329)	(865,329)
Shares issued on exercise of warrants	$ 26	(50,850)	309,484		258,660
Shares issued on exercise of warrants, shares	257,925
Shares to be issued on exercise of warrants		10,500			10,500
Share issuance costs			(1,062)		(1,062)
Stock-based compensation - investor awareness and marketing	$ 3		100,272		100,275
Stock-based compensation - investor awareness and marketing, shares	35,000
Balance at Jun. 30, 2024	$ 2,605	$ 302,167	$ 16,274,605	$ (6,867,225)	$ 9,712,152
Balance, shares at Jun. 30, 2024	26,055,343

Condensed Consolidated Statements of Cash Flow (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows used in operating activities
Net loss	$ (1,704,774)	$ (1,144,619)
Adjustment to reconcile net loss to net cash used in operating activities:
Fair value loss (gain) on equity investments	(18,674)	94,962
Stock-based compensation - directors and CEO	491,534	490,173
Stock-based compensation - consultants	233,334	155,556
Stock-based compensation - officer	350,000	233,333
Stock-based compensation - investor awareness and marketing	100,275
Changes in operating assets and liabilities:
Prepaid expenses	(2,325)	(5,027)
Accounts payable	(18,040)	(15,167)
Related party payables		(17,031)
Net cash used in operating activities	(568,670)	(207,820)
INVESTING ACTIVITIES:
Acquisition of mineral property and royalty interests	(495,000)	(20,000)
Net cash used in investing activities	(495,000)	(20,000)
FINANCING ACTIVITIES:
Cash received on exercise of warrants	428,850
Share issuance cash costs	(2,686)
Net cash provided by financing activities	426,164
Net decrease in cash	(637,506)	(227,820)
Cash at beginning of period	9,744,392	1,007,018
Cash at end of period	9,106,886	779,198
NONCASH INVESTING AND FINANCING ACTIVITIES:
Mineral interests acquired with related parties payables, net	$ 40,000	$ 20,000

NATURE OF BUSINESS

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NATURE OF BUSINESS

NOTE 1 - NATURE OF BUSINESS

Going Concern

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Earnings per Share

Recent Accounting Pronouncements

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.

RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2024

RELATED PARTY TRANSACTIONS

NOTE 3 – RELATED PARTY TRANSACTIONS

Amounts due to related parties at June 30, 2024 and December 31, 2023:

SCHEDULE OF RELATED PARTY TRANSACTIONS

	June 30, 2024		December 31, 2023
Amounts due to the Chairman of the Board and Chief Financial Officer (“CFO”) ^(a)	$	100,000	$	100,000
Amounts due to a company controlled by the Chairman of the Board and CFO ^(a)		360,000		360,000
Amounts due to companies controlled by the Chief Executive Officer (“CEO”), President, and director ^(a,b)		40,000		-
Total related party payables	$	500,000	$	460,000

(a)

These amounts are non-interest bearing, unsecured and due on demand.

(b)

During the three- and six-month periods ended June 30, 2024 and 2023, the Company had the following transactions with its related parties:


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Director stock-based compensation incurred to the Chairman of the Board and CFO	$	82,059	$	82,283	$	164,118	$	163,663
Director stock-based compensation incurred to a director		40,927		41,039		81,854		81,627
Director stock-based compensation incurred to CEO, President, and director		122,781		123,118		245,562		244,883
Officer stock-based compensation incurred to VP of Operations		175,000		175,000		350,000		233,333
Related party transactions	$	420,767	$	421,440	$	841,534	$	723,506

MINERAL PROPERTY AND ROYALTY INTERESTS

6 Months Ended

Jun. 30, 2024

Extractive Industries [Abstract]

MINERAL PROPERTY AND ROYALTY INTERESTS

NOTE 4 – MINERAL PROPERTY AND ROYALTY INTERESTS

SCHEDULE OF MINERAL PROPERTY INTERESTS

	June 30, 2024		December 31, 2023
Mineral Property Interests
Lazy Claims	$	-	$	-
Loman		10,395		10,395
Agai-Pah		80,000		60,000
Belshazzar		80,000		60,000
Swales		60,000		60,000
Sub-total, Mineral Property Interests		230,395		190,395
Royalty Interests
Olinghouse		240,000		240,000
Palmetto		350,000		350,000
Lapon Canyon (including Sleeper claims)		325,000		-
Pikes Peak		150,000		-
Sub-total, Royalty Interests		1,065,000		590,000
Total Mineral Property and Royalty Interests	$	1,295,395	$	780,395

Lazy Claims Property

During the three- and six-month periods ended June 30, 2024 and 2023, the Company did not incur any expenses associated with the Lazy Claims.

Loman Property

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

During the three- and six-month periods ended June 30, 2024 and 2023, the Company did not incur any expenses associated with the Loman Claims.

Agai-Pah Property

During the three- and six-month periods ended June 30, 2024 and 2023, the Company did not incur any expenses associated with the Agai-Pah Property.

Belshazzar Property

During the three- and six-month periods ended June 30, 2024 and 2023, the Company did not incur any expenses associated with the Belshazzar Property.

Swales Property

During the three- and six-month periods ended June 30, 2024 and 2023, the Company did not incur any expenses associated with the Swales Property.

Olinghouse Project

	●	if the Company’s 10-day volume weighted average price (“VWAP”) Calculation is less than $1.25 per share, the Olinghouse Purchase Price shall be paid in cash; or

	●	if the Company’s 10-day VWAP Calculation is more than $1.25 per share, the Olinghouse Purchase Price shall be paid in the form of 2,000,000 Shares of the Company’s common stock.

During the three- and six-month periods ended June 30, 2024 and 2023, the Company did not incur any expenses associated with the Olinghouse Project.

Palmetto Project

To acquire the 2% NSR on the Palmetto Project, Nevada Canyon agreed to pay Smooth Rock a one-time cash payment of $350,000, which was paid on February 7, 2022.

During the three- and six-month periods ended June 30, 2024 and 2023, the Company did not incur any expenses associated with the Palmetto Project.

Lapon Canyon Project

Pikes Peak Project

INVESTMENT IN EQUITY SECURITIES

6 Months Ended

Jun. 30, 2024

Equity Method Investments and Joint Ventures [Abstract]

INVESTMENT IN EQUITY SECURITIES

NOTE 5 – INVESTMENT IN EQUITY SECURITIES

As at June 30, 2024 and December 31, 2023, the Company’s equity investment consisted of 511,750 common shares of WRR.

The Company did not sell any WRR Shares during the three- and six-month periods ended June 30, 2024 and 2023.

STOCKHOLDERS’ EQUITY

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 6 – STOCKHOLDERS’ EQUITY

Warrants

The changes in the number of warrants outstanding for the six-month period ended June 30, 2024, and for the year ended December 31, 2023, are as follows:

	Six months ended June 30, 2024					Year ended December 31, 2023
	Number of warrants			Weighted average exercise price		Number of warrants			Weighted average exercise price

Warrants outstanding, beginning		12,349,912		$	1.20		-		$		n/a
Warrants issued - offering		-			$ n/a		12,499,343			$	1.20
Warrants issued - agent		-			$ n/a		124,994			$	1.20
Warrants exercised		(363,625	)	$	1.20		(274,425	)		$	1.20
Warrants outstanding, ending		11,986,287		$	1.20		12,349,912			$	1.20

Details of warrants outstanding as at June 30, 2024, are as follows:

SCHEDULE OF WARRANTS OUTSTANDING

Number of warrants exercisable			Expiry date	Exercise price
	402,239		July 27, 2025	$	1.20
	2,763,574		August 28, 2025	$	1.20
	2,054,097		September 23, 2025	$	1.20
	55,373	⁽¹⁾	September 23, 2028	$	1.20
	4,697,267		October 18, 2025	$	1.20
	1,944,116		November 3, 2025	$	1.20
	69,621	⁽¹⁾	November 3, 2028	$	1.20
	11,986,287

(1)	Agent warrants

At June 30, 2024, the weighted average life of the warrants was 1.29 years.

Share-based compensation

During the three- and six-month periods ended June 30, 2024 and 2023, the Company recognized share-based compensation as follows:

	2024		2023		2024		2023
	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Directors and CEO	$	245,767	$	246,440	$	491,534	$	490,173
Officer – VP of Operations		175,000		175,000		350,000		233,333
Consultants		116,667		116,667		233,334		155,556
Total	$	537,434	$	538,107	$	1,074,868	$	879,062

Directors:

Officer – VP of Operations:

Unvested compensation related to the shares to be issued under the VP Agreement of $466,667 will be recognized over the next eight months.

Consultants:

Unvested compensation related to the Shares to be issued under the Consulting Agreements of $777,778 will be recognized over the next 1.67 years.

PREPAID EXPENSES

6 Months Ended

Jun. 30, 2024

Prepaid Expenses

PREPAID EXPENSES

NOTE 7 – PREPAID EXPENSES

Prepaid expenses at June 30, 2024 and December 31, 2023:

SCHEDULE OF PREPAID EXPENSES

	June 30, 2024		December 31, 2023
Prepaid investor awareness and marketing	$	500,000	$	500,367
Prepaid filing and listing fees		40,734		38,042
Prepaid consulting fees		2,625		2,625
Total	$	543,359	$	541,034

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Earnings per Share	Earnings per Share The Company’s basic earnings per share (“EPS”) is calculated by dividing its net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period, excluding unvested portion of restricted stock. Restricted stock that has been distributed but not yet vested and thus excluded from the weighted average shares calculation, was 2,001,667 at June 30, 2024 and December 31, 2023. The Company’s diluted EPS is calculated by dividing its net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the period. Dilutive earnings per share includes any additional dilution from common stock equivalents, such as stock options, warrants, and convertible instruments, if the impact is not antidilutive. At June 30, 2024 and December 31, 2023, all of the Company’s outstanding warrants and undistributed restricted stock awards are excluded from the diluted earnings per share calculation because their impact would be anti-dilutive.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-05 Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement. The new guidance addresses the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements. The objectives of the amendments are to (1) provide decision useful information to investors and other allocators of capital in a joint venture’s financial statements and (2) reduce diversity in practice. The guidance is applied prospectively and effective for all newly formed joint venture entities with a formation date on or after January 1, 2025, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its condensed consolidated financial statements. In December 2023, the FASB issued ASU 2023-09 (Topic 740) Improvements to Income Tax Disclosures. The new guidance requires additional disclosures of disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The guidance is effective for annual periods beginning after December 15, 2024. The guidance should be applied on a prospective basis with the option to apply the standard retrospectively. The Company is currently evaluating the impact of this disclosure guidance on its condensed consolidated financial statements. 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.

RELATED PARTY TRANSACTIONS (Tables)

6 Months Ended

Jun. 30, 2024

SCHEDULE OF RELATED PARTY TRANSACTIONS

Amounts due to related parties at June 30, 2024 and December 31, 2023:

SCHEDULE OF RELATED PARTY TRANSACTIONS

	June 30, 2024		December 31, 2023
Amounts due to the Chairman of the Board and Chief Financial Officer (“CFO”) ^(a)	$	100,000	$	100,000
Amounts due to a company controlled by the Chairman of the Board and CFO ^(a)		360,000		360,000
Amounts due to companies controlled by the Chief Executive Officer (“CEO”), President, and director ^(a,b)		40,000		-
Total related party payables	$	500,000	$	460,000

(a)

These amounts are non-interest bearing, unsecured and due on demand.

(b)

SCHEDULE OF TRANSACTIONS WITH ITS RELATED PARTIES

During the three- and six-month periods ended June 30, 2024 and 2023, the Company had the following transactions with its related parties:


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Director stock-based compensation incurred to the Chairman of the Board and CFO	$	82,059	$	82,283	$	164,118	$	163,663
Director stock-based compensation incurred to a director		40,927		41,039		81,854		81,627
Director stock-based compensation incurred to CEO, President, and director		122,781		123,118		245,562		244,883
Officer stock-based compensation incurred to VP of Operations		175,000		175,000		350,000		233,333
Related party transactions	$	420,767	$	421,440	$	841,534	$	723,506

MINERAL PROPERTY AND ROYALTY INTERESTS (Tables)

6 Months Ended

Jun. 30, 2024

Extractive Industries [Abstract]

SCHEDULE OF MINERAL PROPERTY INTERESTS

	June 30, 2024		December 31, 2023
Mineral Property Interests
Lazy Claims	$	-	$	-
Loman		10,395		10,395
Agai-Pah		80,000		60,000
Belshazzar		80,000		60,000
Swales		60,000		60,000
Sub-total, Mineral Property Interests		230,395		190,395
Royalty Interests
Olinghouse		240,000		240,000
Palmetto		350,000		350,000
Lapon Canyon (including Sleeper claims)		325,000		-
Pikes Peak		150,000		-
Sub-total, Royalty Interests		1,065,000		590,000
Total Mineral Property and Royalty Interests	$	1,295,395	$	780,395

STOCKHOLDERS’ EQUITY (Tables)

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

SCHEDULE OF CHANGES IN NUMBER OF WARRANTS OUTSTANDING

The changes in the number of warrants outstanding for the six-month period ended June 30, 2024, and for the year ended December 31, 2023, are as follows:

	Six months ended June 30, 2024					Year ended December 31, 2023
	Number of warrants			Weighted average exercise price		Number of warrants			Weighted average exercise price

Warrants outstanding, beginning		12,349,912		$	1.20		-		$		n/a
Warrants issued - offering		-			$ n/a		12,499,343			$	1.20
Warrants issued - agent		-			$ n/a		124,994			$	1.20
Warrants exercised		(363,625	)	$	1.20		(274,425	)		$	1.20
Warrants outstanding, ending		11,986,287		$	1.20		12,349,912			$	1.20

SCHEDULE OF WARRANTS OUTSTANDING

Details of warrants outstanding as at June 30, 2024, are as follows:

SCHEDULE OF WARRANTS OUTSTANDING

Number of warrants exercisable			Expiry date	Exercise price
	402,239		July 27, 2025	$	1.20
	2,763,574		August 28, 2025	$	1.20
	2,054,097		September 23, 2025	$	1.20
	55,373	⁽¹⁾	September 23, 2028	$	1.20
	4,697,267		October 18, 2025	$	1.20
	1,944,116		November 3, 2025	$	1.20
	69,621	⁽¹⁾	November 3, 2028	$	1.20
	11,986,287

(1)	Agent warrants

SCHEDULE OF RECOGNIZED SHARE-BASED COMPENSATION

During the three- and six-month periods ended June 30, 2024 and 2023, the Company recognized share-based compensation as follows:

	2024		2023		2024		2023
	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Directors and CEO	$	245,767	$	246,440	$	491,534	$	490,173
Officer – VP of Operations		175,000		175,000		350,000		233,333
Consultants		116,667		116,667		233,334		155,556
Total	$	537,434	$	538,107	$	1,074,868	$	879,062

PREPAID EXPENSES (Tables)

6 Months Ended

Jun. 30, 2024

Prepaid Expenses

SCHEDULE OF PREPAID EXPENSES

Prepaid expenses at June 30, 2024 and December 31, 2023:

SCHEDULE OF PREPAID EXPENSES

	June 30, 2024		December 31, 2023
Prepaid investor awareness and marketing	$	500,000	$	500,367
Prepaid filing and listing fees		40,734		38,042
Prepaid consulting fees		2,625		2,625
Total	$	543,359	$	541,034

NATURE OF BUSINESS (Details Narrative)	6 Months Ended
NATURE OF BUSINESS (Details Narrative)	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
State of incorporation	NV
Date of incorporation	Feb. 27, 2014

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - shares	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities	2,001,667	2,001,667

SCHEDULE OF RELATED PARTY TRANSACTIONS (Details) - Related Party [Member] - USD ($)

Jun. 30, 2024

Dec. 31, 2023

Amounts due to the Chief Executive Officer

$ 500,000

$ 460,000

Chairman of the Board, Chief Financial Officer [Member]

Amounts due to the Chief Executive Officer

^[1]

100,000

Company Controlled by the Chairman of the Board And Chief Financial Officer [Member]

Amounts due to the Chief Executive Officer

^[1]

360,000

Company Controlled by the Chief Executive Officer President And Director [Member]

Amounts due to the Chief Executive Officer

^[1],[2]

$ 40,000

[1]

These amounts are non-interest bearing, unsecured and due on demand.

[2]

SCHEDULE OF RELATED PARTY TRANSACTIONS (Details) (Parenthetical)	Jun. 30, 2024 USD ($)
MSM Resource LLC [Member]
Related Party Transaction [Line Items]
Related party payables	$ 20,000
Belshazzar Holdings LLC [Member]
Related Party Transaction [Line Items]
Related party payables	$ 20,000

SCHEDULE OF TRANSACTIONS WITH ITS RELATED PARTIES (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Related party transactions	$ 420,767	$ 421,440	$ 841,534	$ 723,506
Chairman of the Board, CFO [Member]
Related party transactions	82,059	82,283	164,118	163,663
Director [Member]
Related party transactions	40,927	41,039	81,854	81,627
CEO, President and Director [Member]
Related party transactions	122,781	123,118	245,562	244,883
VP of Operations [Member]
Related party transactions	$ 175,000	$ 175,000	$ 350,000	$ 233,333

SCHEDULE OF MINERAL PROPERTY INTERESTS (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Sub-total, Mineral Property Interests	$ 230,395	$ 190,395
Sub-total, Royalty Interests	1,065,000	590,000
Total Mineral Property and Royalty Interests	1,295,395	780,395
Lazy Cliams [Member]
Sub-total, Mineral Property Interests
Loman [Member]
Sub-total, Mineral Property Interests	10,395	10,395
Agai-Pah [Member]
Sub-total, Mineral Property Interests	80,000	60,000
Belshazzar [Member]
Sub-total, Mineral Property Interests	80,000	60,000
Swales [Member]
Sub-total, Mineral Property Interests	60,000	60,000
Olinghouse [Member]
Sub-total, Royalty Interests	240,000	240,000
Palmetto [Member]
Sub-total, Royalty Interests	350,000	350,000
Lapon Canyon Including Sleeper Claims [Member]
Sub-total, Royalty Interests	325,000
Pikes Peak [Member]
Sub-total, Royalty Interests	$ 150,000

MINERAL PROPERTY AND ROYALTY INTERESTS (Details Narrative)															1 Months Ended	6 Months Ended
	Jun. 12, 2024 USD ($)	May 24, 2024 USD ($)	Feb. 16, 2024 USD ($)	Mar. 14, 2023 USD ($)	Dec. 23, 2022 USD ($)	Feb. 07, 2022 USD ($)	Jan. 27, 2022	Jan. 15, 2022 USD ($)	Dec. 27, 2021 USD ($) ft² Integer	Dec. 18, 2021 USD ($)	Dec. 17, 2021 $ / shares shares	Jun. 04, 2021 USD ($) ft²	May 19, 2021 USD ($) ft² Integer	Aug. 02, 2017 USD ($)	Dec. 31, 2019 USD ($) Integer	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)
Payments to acquire mineral interest																$ 495,000	$ 20,000
Olinghouse Project Agreement [Member]
Payments to acquire rights of the property																1.00%
Olinghouse Project Agreement [Member] \| Target Minerals Inc [Member]
Description of current status of project											Nevada company, to acquire 100% interest of Target’s 1% production royalty on the Olinghouse Project, located in the Olinghouse Mining District, Washoe County, Nevada.
Equity method investment, ownership percentage											100.00%
Aquisition of net smelter royalty, description											the Olinghouse Option period, at its sole discretion, to acquire 100% of a 1% production royalty from the net smelter returns on all minerals and products produced from certain properties comprising the Olinghouse Project.
Cash option payment to acquire royalty interest					$ 40,000					$ 200,000
Net smelter returns royalty percentage					1.00%
Olinghouse Project Agreement [Member] \| Target Minerals Inc [Member] \| Volume Weighted Average Price [Member]
Purchase price per share \| $ / shares											$ 1.25
Common stock shares \| shares											2,000,000
Palmetto Project Agreement [Member]
Payments to acquire rights of the property																2.00%
Lapon Canyon Project Agreement [Member]
Payments to acquire rights of the property																2.00%
36 Sleeper Claims Project Agreement [Member]
Payments to acquire rights of the property																1.00%
Pikes Peak Project Agreement [Member]
Payments to acquire rights of the property																2.00%
Lease Agreement [Member] \| Tarsis Resources US Inc [Member]
Payments to acquire rights of the property														2.00%
Lease description														The term of the Lazy Claims Agreement is ten years, and is subject to extension for additional two consecutive 10-year terms. Full consideration of the Lazy Claims Agreement consists of the following: an initial cash payment of $1,000 to Tarsis, paid upon the execution of the Lazy Claims Agreement, with $2,000 payable to Tarsis on each subsequent anniversary of the effective date. The Company agreed to pay Tarsis a 2% production royalty (the “Lazy Claims Royalty”) based on the gross returns from the production and sale of minerals from the Lazy Claims. Should the Lazy Claims Royalty payments to Tarsis be in excess of $2,000 per year, the Company will not be required to pay a $2,000 annual minimum payment.
Extension agreement term														10 years
Initial cash payment of lease														$ 1,000
Lease payable														2,000
Annual minimum payment														$ 2,000
Loman Claims [Member]
Number of mining properties acquired \| Integer															27
Payments mineral property interest															$ 10,395
Agai Pah Property Agreement [Member] \| MSM Resource LLC [Member]
Description of current status of project													Nevada limited liability Corporation on the Agai-Pah Property, consisting of 20 unpatented mining claims totaling 400 acres, located in sections 32 & 33, T4N, R34E, MDM, Mineral County, Nevada about 10 miles northeast of the town of Hawthorne (the “Agai-Pah Property”).
Number of mining properties unpatented \| Integer													20
Area of land \| ft²													400
Extension of agreement, description													The term of the Agreement commenced on May 19, 2021, and continues for ten years, subject to the Company’s right to extend the Agai-Pah Property Agreement for two additional terms of ten years each, and subject to the Company’s option to purchase the Property.
Anniversary payment													$ 20,000
Annual payments													$ 20,000
Option to acquire property, description													The Company has the exclusive option and right to acquire 100% ownership of the Agai-Pah Property (the “Agai-Pah Purchase Option”).
Percentage of ownership property													100.00%
Payments to acquire mineral interest													$ 750,000			$ 20,000
Belshazzar Property Agreement [Member] \| Belshazzar Holdings LLC [Member]
Payments to acquire rights of the property												1.00%
Description of current status of project												a Nevada Limited Liability Corporation on the Belshazzar Property, consisting of ten unpatented lode mining claims and seven unpatented placer mineral claims totaling 200 acres, within Quartzburg mining district, in Boise County, Idaho (the “Belshazzar Property”).
Area of land \| ft²												200
Extension of agreement, description												The term of the Belshazzar Property Agreement commenced on June 4, 2021, and continues for ten years, subject to the Company’s right to extend the Belshazzar Property Agreement for two additional terms of ten years each, and subject to the Company’s option to purchase the Belshazzar Property.
Anniversary payment												$ 20,000
Annual payments												$ 20,000
Option to acquire property, description												The Company has the exclusive option and right to acquire 100% ownership of the Belshazzar Property (the “Belshazzar Purchase Option”).
Percentage of ownership property												100.00%
Payments to acquire mineral interest												$ 800,000				$ 20,000
Swales Property Agreement [Member] \| Wright Parks III [Member]
Equity method investment, ownership percentage									100.00%
Swales Property Agreement [Member] \| Wright Parks III [Member]
Description of current status of project									the Swales Property, consisting of 40 unpatented lode mining claims totaling 800 acres, within Swales Mountain Mining District in Elko County, Nevada (the “Swales Property”).
Number of mining properties unpatented \| Integer									40
Area of land \| ft²									800
Extension of agreement, description									The term of the Swales Property Agreement commenced on December 27, 2021, and continues for ten years, subject to the Company’s right to extend the Swales Property Agreement for two additional terms of ten years each, and subject to the Company’s option to purchase the Swales Property.
Anniversary payment									$ 20,000
Annual payments									$ 20,000
Payments to acquire mineral interest			$ 20,000	$ 20,000				$ 20,000
Noncontrolling interest, description									The Company has the exclusive option and right to acquire 100% ownership of the Swales Property (the “Swales Purchase Option”).
Payments to acquire equity method investments									$ 750,000
Royalty Purchase Agreement [Member] \| Pikes Peak Project [Member]
Equity method investment, ownership percentage	100.00%
Royalty Purchase Agreement [Member] \| Smooth Rock Ventures, LLC [Member]
Description of current status of project							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.
Net smelter returns royalty percentage							2.00%
One-time cash payment						$ 350,000
Royalty Purchase Agreement [Member] \| Walker River Resources Corp [Member]
Description of current status of project		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.
Net smelter returns royalty percentage		2.00%
One-time cash payment		$ 300,000
Royalty Purchase Agreement [Member] \| Lapon Canyon Project [Member]
Payments to acquire mineral interest		$ 25,000
Net smelter returns royalty percentage		1.00%
Royalty Purchase Agreement [Member] \| Pikes Peak Project [Member]
Net smelter returns royalty percentage	2.00%
One-time cash payment	$ 150,000
Target Minerals Inc [Member]
Percentage of acquire interest																100.00%

INVESTMENT IN EQUITY SECURITIES (Details Narrative) - Walker River Resources Corp [Member] - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Shares held as investment	511,750		511,750		511,750
Fair value of equity investments	$ 74,779		$ 74,779		$ 56,105
Gain/loss on equity investment	$ 38,524	$ 6,224	$ 18,674	$ 94,962

SCHEDULE OF CHANGES IN NUMBER OF WARRANTS OUTSTANDING (Details) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Equity [Abstract]
Number of warrants outstanding, beginning	12,349,912
Weighted average exercise price, warrants outstanding, beginning	$ 1.20
Number of warrants issued - offering		12,499,343
Weighted average exercise price, warrants issued - offering		$ 1.20
Number of warrants issued - agent		124,994
Weighted average exercise price, warrants issued - agent		$ 1.20
Number of warrants exercised	(363,625)	(274,425)
Weighted average exercise price, warrants exercised	$ 1.20	$ 1.20
Number of warrants outstanding, ending	11,986,287	12,349,912
Weighted average exercise price, warrants outstanding, ending	$ 1.20	$ 1.20

SCHEDULE OF WARRANTS OUTSTANDING (Details) - $ / shares

Jun. 30, 2024

Dec. 31, 2023

Dec. 31, 2022

Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]

Number of warrants exercisable

11,986,287

12,349,912

Exercise Price Range One [Member]

Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]

Number of warrants exercisable

402,239

Expiry date

Jul. 27, 2025

Exercise price

$ 1.20

Exercise Price Range Two [Member]

Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]

Number of warrants exercisable

2,763,574

Expiry date

Aug. 28, 2025

Exercise price

$ 1.20

Exercise Price Range Three [Member]

Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]

Number of warrants exercisable

2,054,097

Expiry date

Sep. 23, 2025

Exercise price

$ 1.20

Exercise Price Range Four [Member]

Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]

Number of warrants exercisable

^[1]

55,373

Expiry date

Sep. 23, 2028

Exercise price

$ 1.20

Exercise Price Range Five [Member]

Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]

Number of warrants exercisable

4,697,267

Expiry date

Oct. 18, 2025

Exercise price

$ 1.20

Exercise Price Range Six [Member]

Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]

Number of warrants exercisable

1,944,116

Expiry date

Nov. 03, 2025

Exercise price

$ 1.20

Exercise Price Range Seven [Member]

Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]

Number of warrants exercisable

^[1]

69,621

Expiry date

Nov. 03, 2028

Exercise price

$ 1.20

[1]	Agent warrants

SCHEDULE OF RECOGNIZED SHARE-BASED COMPENSATION (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Total	$ 537,434	$ 538,107	$ 1,074,868	$ 879,062
Director and Chief Executive Officer [Member]
Total	245,767	246,440	491,534	490,173
Officer [Member]
Total	175,000	175,000	350,000	233,333
Consultants [Member]
Total	$ 116,667	$ 116,667	$ 233,334	$ 155,556

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)					1 Months Ended	3 Months Ended		6 Months Ended
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)	Jul. 01, 2024	Jun. 07, 2024	Feb. 24, 2023	Dec. 30, 2021	Aug. 12, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock par value						$ 0.0001		$ 0.0001		$ 0.0001
Common stock, shares authorized						100,000,000		100,000,000		100,000,000
Preferred stock par value						$ 0.0001		$ 0.0001		$ 0.0001
Preferred stock, shares authorized						10,000,000		10,000,000		10,000,000
Voting rights								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.
Proceeds from warrants exercise								$ 428,850
Weighted average life of warrants								1 year 3 months 14 days
Stock based compensation						$ 537,434	$ 538,107	$ 1,074,868	879,062
Director [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued				6,005,000
Stock based compensation, vesting				3 years				6 months
Stock based compensation				$ 2,965,413
Share price				$ 0.4938
Shares vested						4,003,333		4,003,333
Shares unvested						2,001,667		2,001,667
Shares not yet recognized						$ 496,936		$ 496,936
Officer [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued			2,000,000					1,083,333
Stock based compensation						175,000	$ 175,000	$ 350,000	$ 233,333
Share price			$ 0.70
Shares not yet recognized						466,667		$ 466,667
Fair value of shares			$ 1,400,000
Unvested compensation related shares to be recognized period								8 months
Consultant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued								722,223
Stock based compensation			$ 1,400,000
Share price			$ 0.70
Shares not yet recognized						777,778		$ 777,778
Unvested compensation related shares to be recognized period								1 year 8 months 1 day
Number of shares committed to issue			2,000,000
Subsequent Event [Member] \| Officer [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued	250,000
Subsequent Event [Member] \| Consultant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued	166,667
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued		35,000						363,625
Value of shares issued		$ 100,275
Shares issued price per share		$ 2.865
Proceeds from warrants exercise								$ 436,350
Deferred share issuance cost						$ 2,686		2,686		$ 18,000
Common Stock [Member] \| Subsequent Event [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares issued					5,750
Common Stock [Member] \| Subsequent Event [Member] \| IPO [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Proceeds from warrants exercise					$ 6,900
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Proceeds from warrants exercise								$ 3,600

SCHEDULE OF PREPAID EXPENSES (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Prepaid Expenses
Prepaid investor awareness and marketing	$ 500,000	$ 500,367
Prepaid filing and listing fees	40,734	38,042
Prepaid consulting fees	2,625	2,625
Total	$ 543,359	$ 541,034