ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER A OFF
BALANCE SHEET ARRANGEMENT OF A REGISTRANT
On September 2, 2021, Nevada Canyon Gold Corp., a Nevada corporation (the
"Company", or the "Borrower"), began selling up to One Million Dollars
($1,000,000) worth of convertible promissory notes (each, a "Note", and
collectively, the "Notes") due twelve (12) months after issuance (the "Maturity
Date") to accredited investors only (the "Holders"). The Notes will accrue
interest at a rate of 15% per annum. At the option of the Holder, the Borrower
may either (i) pay the interest quarterly in arrears, or (ii) allow the interest
to accrue until the Maturity Date. In addition, at the Borrower's sole
discretion, the Borrower may either (i) repay the principal amount of the Notes
on the Maturity Date, or (ii) commencing 1 month from the issue date, the
Borrower may repay 1/12 of the outstanding principal amount of the Notes in any
given month until the Maturity Date. One hundred eighty (180) days following the
date of funding and thereafter, the Notes shall be convertible into common stock
of the Company (the "Common Stock"). The Notes shall be convertible at the
option of the Holder(s) into Shares of common stock of the Company (the
"Shares") at a conversion price equal to the lesser of (i) $0.375 per Share, or
(ii) a 25% discount to the price per Share in a Qualified Public Offering. The
term "Qualified Public Offering" shall mean a debt or equity offering that
occurs subsequent to the sale of the Notes in an aggregate amount of $5,000,000
that results in gross offering proceeds to the Company of at least Five Million
Dollars ($5,000,000). The Holder(s) will be limited to converting to a number of
Shares of Common Stock that shall not exceed 4.99% of the issued and outstanding
Shares of the Company at time of conversion at any one time. The foregoing
summary of terms is being made subject, at all times, to the terms and
conditions of the Convertible Note and Subscription Agreement attached hereto as
Exhibits 10.08, 10.09, which are incorporated herein by this reference.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The information provided in Item 2.03 is incorporated herein by reference.
The Notes are being sold to accredited investors pursuant to an exemption from
registration, specifically Section 4(a)(2) of the Securities Act of 1933, as
amended.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Description
10.08 Convertible Note Agreement
10.09 Subscription Agreement
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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