Current Report Filing (8-k)
December 30 2021 - 6:32AM
Edgar (US Regulatory)
0001605481
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0001605481
2021-12-30
2021-12-30
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xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported) December 30, 2021
NEVADA
CANYON GOLD CORP.
(Exact
Name of Registrant as Specified in its Charter)
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Nevada
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000-55600
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46-5152859
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
number)
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(IRS
Employer
Identification
No.)
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316
California Ave., Suite 543, Reno, NV 89509
(Address
of principal executive offices) (zip code)
Registrant’s
telephone number, including area code (888) 909-5548
(Former
name or former address, if changed since last report.)
Copies
to:
Janus
Capital Law Group
Attn.:
Deron Colby, Esq.
22
Executive Park, Suite 250
Irvine,
California 92614
Phone:
(949) 633-8965
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(g) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.0001 par value
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NGLD
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OTC
Markets (Pinks)
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ITEM
8.01 OTHER ITEMS.
Cancellation
of Certain Founders Shares
On
December 30, 2021, certain of the Company’s founding shareholders tendered a total of 1,775,000 shares of the Company’s common
stock for cancellation. Mr. Michael Levine tendered 845,000 shares and BCIM Management, LLC, managed by Mr.
Ron Tattum, tendered 930,000 shares. As a result, 1,775,000 shares of the Company’s common
stock were cancelled and returned to the treasury to a status of authorized but unissued. The cancelling shareholders provided the Company
with a notice of releasing the Company from any potential loss resulting from the cancellation of these shares.
The
resulting share cancellation caused there to be 2,680,093
shares of common stock of the Company to be issued and outstanding and no additional shares authorized
for issuance.
ITEM
3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On
December 30, 2021, the Company issued a total of 6,005,000 shares of its common stock to its directors and an officer (collectively the
“Subscribers”) for total proceeds of $600.50. The shares to US Persons, as that term is defined in Rule 902(k) of Regulation
S of the United States Securities Act of 1933, as amended (the “Act”), were issued at par value pursuant to the provisions
of Rule 506(b) of Regulation D of the Act to the persons who qualified as “accredited investors” as that term is defined
under Regulation D of the Act; the shares issued to non-U.S. Person were issue at par value pursuant to provisions of Regulation S of
the Act.
In
connection with issuance of the par-value shares, the Company and the Subscribers entered into a 12-month lock-up agreement (the “Agreement”),
whereby the Subscribers agreed, subject to the exceptions set forth in the Agreement, not to sell, directly or indirectly, or enter into
any other transactions involving the Company’s common shares.
The
foregoing description of the above transactions does not purport to be complete and is qualified in its entirety by reference to the
complete text of the Agreement, copy of which is included as an exhibit to this report.
The
resulting share issuances caused there to be 8,685,093 shares of common stock of the Company to be issued and outstanding and no additional
shares authorized for issuance.
The
above does not constitute an offer to sell or a solicitation of an offer to buy any of the Company’s securities in the United States.
The securities have not been registered under the Act and may not be offered or sold within the United States or to U.S. persons unless
an exemption from such registration is available.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
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.
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NEVADA CANYON GOLD CORP.
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By:
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/s/ Jeffrey
Cocks
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Jeffrey Cocks
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President and Chief Executive Officer
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Date:
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December 30, 2021
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