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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) June 3, 2026

 

NEVADA CANYON GOLD CORP.

(Exact Name of Registrant as Specified in its Charter)

 

Nevada   000-55600   46-5152859

(State or other jurisdiction

of incorporation)

 

(Commission

File number)

 

(IRS Employer

Identification No.)

 

5655 Riggins Court, Suite 15, Reno, NV 89502

(Address of principal executive offices) (zip code)

 

(888) 260-5357

Registrant’s telephone number, including area code

 

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):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 
 

 

ITEM 4.01. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.

 

(a) Resignation of Independent Registered Public Accounting Firm.

 

On June 3, 2026, Nevada Canyon Gold Corp. (the “Company”) was notified that Assure CPA, LLC (“Assure”), which served as the independent registered public accounting firm of the Company, merged into Sadler, Gibb & Associates, LLC (“Sadler, Gibb & Associates”) pursuant to an asset purchase agreement. As a result of the transaction, Assure ceased operations as a public accounting firm and resigned as the Company’s independent registered public accounting firm.

 

The resignation of Assure and the engagement of Sadler, Gibb & Associates described in paragraph (b) below were approved by the Audit Committee of the Company’s Board of Directors on June 4, 2026.

 

Assure’s audit reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2025 and 2024 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

 

During the fiscal years ended December 31, 2025 and 2024 and the subsequent interim period through June 3, 2026, there were (i) no disagreements (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Assure on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures which, if not resolved to Assure’s satisfaction, would have caused Assure to make reference to the matter in its reports, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

 

The Company has provided Assure with a copy of the disclosures in this Current Report on Form 8-K and has requested that Assure furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company herein. A copy of Assure’s letter, dated June 4, 2026, is filed as Exhibit 16.1 hereto.

 

(b) Engagement of New Independent Registered Public Accounting Firm.

 

On June 4, 2026, the Audit Committee approved the engagement of Sadler, Gibb & Associates as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

 

During the fiscal years ended December 31, 2025 and 2024 and the subsequent interim period through June 3, 2026, neither the Company nor anyone on its behalf consulted with Sadler, Gibb & Associates regarding (i) the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company that Sadler, Gibb & Associates concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) and the related instructions) or a reportable event (as described in Item 304(a)(1)(v)).

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

Exhibit No.   Description
     
16.1   Letter from Assure CPA, LLC, dated June 4, 2026
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
 

 

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.

 

NEVADA CANYON GOLD CORP.
     
By: /s/ Alan Day  
  Alan Day  
  Chairman and Chief Executive Officer  
     
Date: June 5, 2026  

 

 


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