Nevada Canyon Gold Corp. Files 2023 Annual Report

TL;DR

<b>Nevada Canyon Gold Corp. has filed its 2023 10-K report, detailing its financial performance and corporate structure.</b>

AI Summary

Nevada Canyon Gold Corp. (NGLD) filed a Annual Report (10-K) with the SEC on March 11, 2024. Nevada Canyon Gold Corp. filed its 10-K report for the fiscal year ending December 31, 2023. The company was formerly known as Tech Foundry Ventures, Inc. and changed its name on April 14, 2014. Nevada Canyon Gold Corp. is incorporated in Nevada and operates in the Gold & Silver Ores industry (SIC 1040). The filing includes financial data for the fiscal years 2021, 2022, and 2023. The report details executive compensation and related party transactions for key personnel.

Why It Matters

For investors and stakeholders tracking Nevada Canyon Gold Corp., this filing contains several important signals. This 10-K filing provides a comprehensive overview of Nevada Canyon Gold Corp.'s financial health and operational status for the fiscal year 2023, crucial for investors assessing the company's current standing. The report's details on executive compensation and related party transactions offer transparency into corporate governance and potential conflicts of interest, important for shareholder confidence.

Risk Assessment

Risk Level: low — Nevada Canyon Gold Corp. shows low risk based on this filing. The filing is a standard 10-K annual report, which typically contains routine financial and operational disclosures without immediate market-moving news.

Analyst Insight

Review the detailed financial statements and risk factors within the 10-K to understand Nevada Canyon Gold Corp.'s performance and future outlook.

Key Numbers

• 2023-12-31 — Fiscal Year End (Reporting period)
• 2024-03-11 — Filing Date (Date of submission)
• 10-K — Form Type (Type of filing)
• 000-55600 — SEC File Number (SEC registration number)

Key Players & Entities

• Nevada Canyon Gold Corp. (company) — Filer name
• Tech Foundry Ventures, Inc. (company) — Former company name
• 2023-12-31 (date) — Fiscal year end
• 2024-03-11 (date) — Filing date
• Reno, NV (location) — Business and mailing address
• 888-909-5548 (phone) — Business phone number

FAQ

Industry Context

Nevada Canyon Gold Corp. operates within the Gold & Silver Ores industry, a sector characterized by exploration, extraction, and processing of precious metals.

Regulatory Implications

The company is subject to standard SEC regulations for public companies, including the requirement to file annual reports (10-K) detailing financial performance and business activities.

What Investors Should Do

1. Review the financial statements for revenue, net income, and cash flow for the fiscal year 2023.
2. Analyze the 'Risk Factors' section to understand potential challenges and uncertainties facing the company.
3. Examine executive compensation details and related party transactions for insights into corporate governance.

Key Dates

• 2024-03-11: 10-K Filing — Annual report submission date
• 2023-12-31: Fiscal Year End — End date of the reporting period

Year-Over-Year Comparison

This is the initial 10-K filing for Nevada Canyon Gold Corp. under its current name and business focus, following its name change from Tech Foundry Ventures, Inc.

Key Financial Figures

• $0.0001 — ction 12(b) of the Act: Common Stock, $0.0001 par value per share None (Title of
• $400 — st per gold equivalent ounce ("GEO") is $400 for Nevada, based on comparable operati
• $1,000 — e following: an initial cash payment of $1,000 to Tarsis, which we paid upon the execu
• $2,000 — tion of the Lazy Claims Agreement, with $2,000 payable to Tarsis on each subsequent an
• $10,395 — unpatented mining claims for a total of $10,395 (the "Loman Property"). Due to certain
• $20,000 — llowing: (i) an initial cash payment of $20,000 to be paid within 90 days from the exec
• $750,000 — on, the Company will be required to pay $750,000 (the "Agai-Pah Purchase Price"). The Ag
• $60,000 — mber 31, 2023, the Company had recorded $60,000 in acquisition costs associated with th

Filing Documents

• form10-k.htm (10-K) — 1321KB
• ex3-2.htm (EX-3.2) — 102KB
• ex21-1.htm (EX-21.1) — 4KB
• ex31-1.htm (EX-31.1) — 13KB
• ex31-2.htm (EX-31.2) — 13KB
• ex32-1.htm (EX-32.1) — 6KB
• ex32-2.htm (EX-32.2) — 6KB
• form10-k_001.jpg (GRAPHIC) — 7KB
• form10-k_002.jpg (GRAPHIC) — 9KB
• form10-k_003.jpg (GRAPHIC) — 7KB
• form10-k_004.jpg (GRAPHIC) — 7KB
• form10-k_005.jpg (GRAPHIC) — 10KB
• form10-k_006.jpg (GRAPHIC) — 44KB
• form10-k_007.jpg (GRAPHIC) — 40KB
• form10-k_008.jpg (GRAPHIC) — 15KB
• form10-k_009.jpg (GRAPHIC) — 8KB
• 0001493152-24-009515.txt (&nbsp;) — 5785KB
• ngld-20231231.xsd (EX-101.SCH) — 39KB
• ngld-20231231_cal.xml (EX-101.CAL) — 43KB
• ngld-20231231_def.xml (EX-101.DEF) — 127KB
• ngld-20231231_lab.xml (EX-101.LAB) — 313KB
• ngld-20231231_pre.xml (EX-101.PRE) — 224KB
• form10-k_htm.xml (XML) — 780KB

Description of Business

Item 1. Description of Business. 1

Risk Factors

Item 1A. Risk Factors. 17

Unresolved Staff Comments

Item 1B. Unresolved Staff Comments. 34

Cybersecurity

Item 1C. Cybersecurity. 34

Properties

Item 2. Properties. 34

Legal Proceedings

Item 3. Legal Proceedings. 34

Mine Safety Disclosures

Item 4. Mine Safety Disclosures. 34 PART II

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. 35

Selected Financial Data

Item 6. Selected Financial Data. 35

Management's Discussion and Analysis of Financial Conditions and Results of Operations

Item 7. Management's Discussion and Analysis of Financial Conditions and Results of Operations. 36 Results of Operations 36 Off-Balance Sheet Arrangements 39 Recent Accounting Pronouncements 39

Quantitative and Qualitative Disclosures about Market Risk

Item 7A. Quantitative and Qualitative Disclosures about Market Risk. 39

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data. 40

Financial Statements

Financial Statements 40 Report of Independent Registered Public Accounting Firm F-1 Balance Sheets F-4 F-5 F-6 F-7 Notes to the Financial Statements F-8

Controls and Procedures

Item 9. Controls and Procedures. 41

Other Information

Item 9B. Other Information. 42 PART III

Directors, Executive Officers and Corporate Governance

Item 10. Directors, Executive Officers and Corporate Governance. 42

Executive Compensation

Item 11. Executive Compensation 46

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 47

Certain Relationships and Related Transactions, and Director Independence

Item 13. Certain Relationships and Related Transactions, and Director Independence. 48

Principal Accountant Fees and Services

Item 14. Principal Accountant Fees and Services. 49 PART IV

Exhibits, Financial Statement Schedules

Item 15. Exhibits, Financial Statement Schedules. 50 CERTIFICATION PURSUANT TO SECTION 302 (a) OF THE SARBANES-OXLEY ACT OF 2002 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ENACTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS The information contained in this Annual Report on Form 10-K includes some statements that are not purely historical and that are "forward-looking 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 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

Business

Business Nevada Canyon has a three-fold business model: (1) Exploration project accelerator; (2) mineral royalty acquisitions; and (3) precious-metals streaming. An exploration project accelerator means finding under-valued or distressed assets, providing initial investment capital for geological and exploration work, then selling the assets to other mining companies for premium returns without large capital expenditures. In this model, Nevada Canyon retains a royalty, recovers its costs, and avoids the high cost of putting mines into production. This can create short term upside value in these assets at very low risk while retaining a long-term royalty at a very low-cost basis. Nevada Canyon's geological team discovers, interprets, and builds the geological models, then increases the land package through additional land acquisitions. The mineral resources are increased and upgraded, followed by the sale to larger mining companies. Nevada Canyon's second business model is the acquisition of mineral property royalties (net smelter royalties or "NSR's"). The Company plans to generate revenue from selling mineral properties to mining companies while retaining a long-term royalty for the life of the mine. This business model also includes the purchase of existing royalties from third parties as well as optioned sales of properties that provide ongoing revenue and eventual royalties. Nevada Canyon will stake and/or assemble drill-ready land packages for mining companies to explore and develop, then sell those claims while retaining a royalty. Nevada Canyon will also option exploration properties to mining or exploration companies for staged payments to the Company while retaining a royalty. Lastly, Nevada Canyon will also acquire royalties related to producing or near-term producing properties with close proximity to producing mines. The Company's third business model is a precious-metals streaming company. A precious-metals streaming company provides up-front ca

View Full Filing

View this 10-K filing on SEC EDGAR