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) May 19, 2021

NEVADA CANYON GOLD CORP.

(Exact Name of Registrant as Specified in its Charter)

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):

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

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Exploration Lease with Option to Purchase Agreement

On May 19, 2021, Nevada Canyon Gold Corp. (“NCG”) entered into Exploration Lease with Option to Purchase Agreement (the “Agreement”) with MSM Resource, L.L.C., (“MSM”) a Nevada limited liability Corporation on the Agai-Pah Property, consisting of twenty 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 “Property”).

The term of the Agreement commences on May 19, 2021, and continues for ten (10) years, subject to NCG’s right to extend the Agreement for two (2) additional terms of ten (10) years each, and subject to NCG’s option to purchase the Property.

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

A copy of the Exploration Lease with Option to Purchase Agreement dated May 19, 2021 is attached as Exhibit 10.06 hereto.

ITEM 7.0 REGULATION FD DISCLOSURE

On May 19, 2021, the Company issued a news release announcing it had entered into an Exploration Lease with Option to Purchase Agreement on the Agai-Pah Property, located in Mineral County Nevada, further described in Item 1.01 of this Form 8-K. A copy of the news release is attached as Exhibit 99.1 hereto.

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.