Nevada Canyon Gold Corp. Files S-1 for Public Offering

TL;DR

Nevada Canyon Gold Corp. just filed an S-1, looks like they're going public.

AI Summary

Nevada Canyon Gold Corp. filed an S-1 form on October 25, 2024, indicating a public offering. The company, formerly Tech Foundry Ventures, Inc., is incorporated in Nevada and operates in the gold and silver ores sector. Their business and mailing address is 316 California Avenue, Suite 543, Reno, NV 89509, with a contact phone number of 888-909-5548.

Why It Matters

This S-1 filing signals Nevada Canyon Gold Corp.'s intention to raise capital through a public offering, which could impact its future operations and stock availability.

Risk Assessment

Risk Level: medium — S-1 filings indicate a company is preparing to go public, which inherently carries risks associated with new market entrants and unproven business models.

Key Players & Entities

• Nevada Canyon Gold Corp. (company) — Filer of the S-1
• Tech Foundry Ventures, Inc. (company) — Former company name
• 316 California Avenue, Suite 543, Reno, NV 89509 (location) — Business and mailing address
• 888-909-5548 (phone_number) — Business phone number

FAQ

Key Financial Figures

• $0.0001 — 0 shares of our common stock, par value $0.0001 per share, or "Common Stock", by Keysto
• $175,000 — her with our future obligation to issue $175,000 worth of Common Stock to Keystone Capit
• $25,000,000 — ckholder. However, we may receive up to $25,000,000 aggregate gross proceeds under the Purc
• $2.00 — reported on OTC Pink Open Markets, was $2.00 per share. Investing in our securitie
• $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 (
• $75,000 — n the Company, to be issued as follows: $75,000 worth of Common Stock to be issued 90 d
• $100,000 — ays following the Commencement Date and $100,000 worth of common stock to be issued 180
• $20,000 — nses of its counsel, up to a maximum of $20,000. The Purchase Agreement and the Regis

Filing Documents

• forms-1.htm (S-1) — 2393KB
• ex5-1.htm (EX-5.1) — 15KB
• ex21-1.htm (EX-21.1) — 4KB
• ex23-1.htm (EX-23.1) — 5KB
• ex23-2.htm (EX-23.2) — 6KB
• ex107.htm (EX-FILING FEES) — 61KB
• forms-1_001.jpg (GRAPHIC) — 9KB
• forms-1_002.jpg (GRAPHIC) — 135KB
• forms-1_003.jpg (GRAPHIC) — 28KB
• forms-1_004.jpg (GRAPHIC) — 28KB
• forms-1_005.jpg (GRAPHIC) — 22KB
• forms-1_006.jpg (GRAPHIC) — 28KB
• forms-1_007.jpg (GRAPHIC) — 29KB
• forms-1_008.jpg (GRAPHIC) — 29KB
• forms-1_009.jpg (GRAPHIC) — 81KB
• forms-1_010.jpg (GRAPHIC) — 81KB
• forms-1_011.jpg (GRAPHIC) — 7KB
• forms-1_012.jpg (GRAPHIC) — 4KB
• ex5-1_001.jpg (GRAPHIC) — 49KB
• ex23-2_001.jpg (GRAPHIC) — 34KB
• ex23-2_002.jpg (GRAPHIC) — 56KB
• 0001493152-24-042492.txt ( ) — 9146KB
• ngld-20240630.xsd (EX-101.SCH) — 45KB
• ngld-20240630_cal.xml (EX-101.CAL) — 52KB
• ngld-20240630_def.xml (EX-101.DEF) — 171KB
• ngld-20240630_lab.xml (EX-101.LAB) — 347KB
• ngld-20240630_pre.xml (EX-101.PRE) — 250KB
• forms-1_htm.xml (XML) — 1348KB

USE OF PROCEEDS

USE OF PROCEEDS 33 DETERMINATION OF OFFERING PRICE 34

DILUTION

DILUTION 34 SELLING STOCKHOLDER 34 PLAN OF DISTRIBUTION 35 DESCRIPTION OF CAPITAL STOCK 36 INTERESTS OF NAMED EXPERTS AND COUNSEL 38 INFORMATION WITH RESPECT TO THE REGISTRANT 38

BUSINESS

BUSINESS DESCRIPTION 38 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS 53 MANAGEMENT 60 COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS 63 SUMMARY COMPENSATION TABLE 63 SECURITY 64 SELLING STOCKHOLDER 64 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 66 WHERE YOU CAN FIND MORE INFORMATION 67 INDEX TO FINANCIAL STATEMENTS F-1 PART II INFORMATION NOT REQUIRED IN PROSPECTUS II-1 Other Expenses of Issuance and Distribution II-1 Indemnification of Directors and Officers II-1 Recent Sales of Unregistered Securities II-2 Exhibits and Financial Statement Schedules II-2 Undertakings II-3

SIGNATURES

SIGNATURES II-4 We have not, and the Selling Stockholder has not, authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We and the Selling Stockholder take no responsibility for and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares of Common Stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of our shares of Common Stock. Our business, financial condition, results of operations and prospects may have changed since that date. For investors outside of the United States: we have not, and the Selling Stockholder has not, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United restrictions relating to, the 2 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements contained in this prospectus other than statements of historical fact, including statements regarding our future operating results and financial position, our business strategy and plans, market growth, and our objectives for fut

View Full Filing

View this S-1 filing on SEC EDGAR