Item 3.02 Unregistered Sales of Equity Securities.

On May 15th, 2020, Can-Cal Resources Ltd.'s (the "Company", "Can-Cal", "we" and "us") Board of Directors unanimously passed a Resolution agreeing to issue, once the Company becomes compliant with securities commissions in governing jurisdictions, 500,000 shares of restricted common stock to Mr. Richmond Graham, appointed to the Can-Cal Advisory Board on March 31, 2020 (as disclosed in the Current Report on Form 8-K filed on April 3, 2020) in consideration for services to be rendered, vesting over time at key milestones aligned with creating shareholder value. A total of 250,000 shares vest immediately recognizing the significant contribution of Mr. Graham in advancing the governance and mining develop plans of Can-Cal in 2020; 125,000 shares vest on the signing of the definitive agreements with a developer/processor of the Pisgah resource; and a final 125,000 shares vest when Can-Cal is back in full compliance with its Securities and Exchange Commission filing requirements.

The Board of Directors believes that the share-based compensation payable to Mr. Richmond is appropriate due to the fact that the Company has very limited cash and funding resources.

We claim an exemption from registration for the issuance pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the "Securities Act"), since the foregoing issuance did not involve a public offering, the recipient (a) was an "accredited investor"; and/or (b) had access to similar documentation and information as would be required in a Registration Statement under the Securities Act, and the recipient acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing issuances and we paid no underwriting discounts or commissions. The securities sold are subject to transfer restrictions, and the certificates evidencing the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.




Item 8.01    Other Events.

Update on Pisgah Minerals Development Plans and Advisory Board Member Compensation

The Company is continuing to negotiate an agreement with a third-party to develop Can-Cal's Pisgah resource. Additionally, Mr. Graham has brought his considerable engineering, business, exploration, mining, and public company experience to bear on these efforts.

Assuming the Company is able to negotiate an agreement with a third-party to develop its Pisgah resource and raise sufficient funding, the Company plans to take steps to bring its filings current with the Securities and Exchange Commission (SEC). Assuming the Company becomes current in its SEC filings, it then plans to take steps to comply with the rules and regulations of the provincial jurisdictions of Alberta and British Columbia, Canada.

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