Nevada Canyon Gold Corp. Files 8-K on Agreements and Equity Sales
Ticker: NGLD · Form: 8-K · Filed: Oct 4, 2024 · CIK: 1605481
Sentiment: neutral
Topics: material-agreement, equity-sale, corporate-filing
TL;DR
Nevada Canyon Gold Corp. (NGLD) filed an 8-K detailing material agreements and equity sales.
AI Summary
Nevada Canyon Gold Corp. filed an 8-K on October 4, 2024, reporting on October 3, 2024, regarding a material definitive agreement and unregistered sales of equity securities. The filing also includes financial statements and exhibits. The company was formerly known as Tech Foundry Ventures, Inc. and was incorporated in Nevada.
Why It Matters
This 8-K filing indicates significant corporate activity, including new agreements and the issuance of equity, which could impact the company's financial structure and future operations.
Risk Assessment
Risk Level: medium — Filings related to material definitive agreements and unregistered equity sales can introduce financial and operational risks that are not yet fully disclosed.
Key Players & Entities
- Nevada Canyon Gold Corp. (company) — Registrant
- Tech Foundry Ventures, Inc. (company) — Former company name
- October 3, 2024 (date) — Date of earliest event reported
- October 4, 2024 (date) — Filing date
FAQ
What is the nature of the material definitive agreement mentioned in the filing?
The filing states that there was an 'Entry into a Material Definitive Agreement' but does not provide specific details about the agreement itself within the provided text.
What type of equity securities were sold in the unregistered sale?
The filing indicates 'Unregistered Sales of Equity Securities' occurred, but the specific type of securities is not detailed in the provided text.
When did Nevada Canyon Gold Corp. change its name from Tech Foundry Ventures, Inc.?
The date of the name change from Tech Foundry Ventures, Inc. to Nevada Canyon Gold Corp. was April 14, 2014.
What is the primary business of Nevada Canyon Gold Corp. according to its SIC code?
Nevada Canyon Gold Corp.'s Standard Industrial Classification (SIC) code is 1040, which corresponds to GOLD & SILVER ORES.
Where is Nevada Canyon Gold Corp. headquartered?
Nevada Canyon Gold Corp. is headquartered at 5655 Riggins Court, Suite 15, Reno, NV 89502.
Filing Stats: 2,475 words · 10 min read · ~8 pages · Grade level 16.4 · Accepted 2024-10-04 17:30:56
Key Financial Figures
- $25,000,000 — the Company may sell to Investor up to $25,000,000 of the Company's common stock, par valu
- $0.001 — f the Company's common stock, par value $0.001 per share, of the Company (the " Common
- $250,000 — the Company agreed to issue to Investor $250,000 worth of Common Stock (the " Commitment
- $20,000 — mpany also agreed to pay Investor up to $20,000 for its reasonable expenses under the P
- $25,000 — ) 10,000 shares of Common Stock or (ii) $25,000 on any trading day on which the closing
- $1.00 — price of the Common Stock is not below $1.00 per share on the OTC Pink Open Market (
- $2,500,000 — y as such VWAP Purchase, may not exceed $2,500,000 in the aggregate for such VWAP Purchase
Filing Documents
- form8-k.htm (8-K) — 65KB
- ex10-1.htm (EX-10.1) — 497KB
- ex10-2.htm (EX-10.2) — 136KB
- 0001493152-24-039589.txt ( ) — 984KB
- ngld-20241003.xsd (EX-101.SCH) — 3KB
- ngld-20241003_lab.xml (EX-101.LAB) — 33KB
- ngld-20241003_pre.xml (EX-101.PRE) — 24KB
- form8-k_htm.xml (XML) — 3KB
02 Unregistered Sale of Equity Securities
Item 3.02 Unregistered Sale of Equity Securities The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. Based in part upon the representations of Investor in the Purchase Agreement, the offer and sale of the shares of Common Stock by the Company to Investor under the Purchase Agreement is exempt from the registration requirements of the Securities Act of 1933 (the " Securities Act "), pursuant to the exemptions afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D thereunder. Investor represented that it is an accredited investor, as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act, and that it is acquiring the shares for investment purposes and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under or exempt from the registration requirements of the Securities Act. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. Exhibit No. Description 10.1 Common Stock Purchase Agreement, dated as of October 3, 2024, by and between the Company and an institutional investor 10.2 Registration Rights Agreement dated as of October 3, 2024, by and between the Company and an institutional investor 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. NEVADA CANYON GOLD CORP. By: /s/ Jeffrey Cocks Jeffrey Cocks Chief Financial Officer and Chairman Date: October 4, 2024