UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended: June 30, 2026

or

For the transition period from ______ to ______

Commission File No. 000-55600

NEVADA CANYON GOLD CORP.

(Exact Name of Registrant as Specified in its Charter)

(888) 909-5548

Registrant’s telephone number, including area code

n/a

(Former name, former address and former fiscal year,

if changed since last report)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§230.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated file,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of August 14, 2026, the number of shares outstanding of the issuer’s common stock, par value $0.0001 per share, is 28,593,327.

table of contents

Nevada Canyon Gold Corp.

Condensed Consolidated Balance Sheets

(Unaudited)

The accompanying notes are an integral part of these condensed consolidated financial statements

Nevada Canyon Gold Corp.

Condensed Consolidated Statements of Operations

(Unaudited)

The accompanying notes are an integral part of these condensed consolidated financial statements

Nevada Canyon Gold Corp.

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

The accompanying notes are an integral part of these condensed consolidated financial statements

Nevada Canyon Gold Corp.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

The accompanying notes are an integral part of these condensed consolidated financial statements

NEVADA CANYON GOLD CORP.

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED

JUNE 30, 2026 AND 2025

(UNAUDITED)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-looking Statements

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I of this report include some statements that are not purely historical and that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as such, may involve risks and uncertainties. These forward-looking statements relate to, among other things, expectations of the business environment in which we operate, perceived opportunities in the market and statements regarding our mission and vision. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. You can generally identify forward-looking statements as statements containing the words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The forward-looking statements contained herein are based on various assumptions, many of which are based, in turn, upon further assumptions. Our expectations, beliefs and forward-looking statements are expressed in good faith on the basis of management’s views and assumptions as of the time the statements are made, but there can be no assurance that management’s expectations, beliefs or projections will result or be achieved or accomplished.

Examples of forward-looking statements in this Quarterly Report on Form 10-Q include, but are not limited to, our expectations regarding our ability to generate operating cash flows and to fund our working capital and capital expenditure requirements. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding demand for our future products, the timing and cost of capital expenditures, competitive conditions and general economic conditions. These assumptions could prove inaccurate. Although we believe that the estimates and projections reflected in the forward-looking statements are reasonable, our expectations may prove to be incorrect. Important factors that could cause actual results to differ materially from the results and events anticipated or implied by such forward-looking statements include:

Actual results and developments may materially differ from those expressed in, or implied by, such statements due to a number of factors, including:

We operate in an extremely competitive environment. New risks emerge from time to time. It is not possible for us to predict all of those risks, nor can we assess the impact of all of those risks on our business or the extent to which any factor may cause actual results to differ materially from those contained in any forward-looking statement. We believe these forward-looking statements are reasonable. However, you should not place undue reliance on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date they are made, and unless required by law, we expressly disclaim any obligation or undertaking to update publicly any of them in light of new information or future events.

The following is management’s discussion and analysis of financial condition and results of operations and is provided as a supplement to the accompanying unaudited condensed consolidated financial statements and notes to help provide an understanding of our financial condition, results of operations and cash flows during the periods included in the accompanying unaudited condensed consolidated financial statements.

In this Quarterly Report on Form 10-Q, “Company,” “the Company,” “us,” and “our” refer to Nevada Canyon Gold Corp. and our wholly-owned subsidiaries, Nevada Canyon LLC and Canyon Carbon LLC, incorporated in Nevada, unless the context requires otherwise.

We intend the following discussion to assist in the understanding of our financial position and our results of operations for the three and six months ended June 30, 2026 and 2025. You should refer to the Condensed Consolidated Financial Statements and related Notes in conjunction with this discussion.

General

Nevada Canyon Gold Corp. (the “Company”) was originally incorporated on February 27, 2014, in the state of Nevada as Tech Foundry Ventures. On July 6, 2016, the Company changed its name to Nevada Canyon Gold Corp., in order to reflect its current business and strategy.

We are a US-based natural resource company headquartered in Reno, Nevada. The Company has a large, strategic land position and royalties in multiple projects within some of Nevada’s highest-grade historical mining districts. The majority of the Company’s projects and royalties (collectively, the “Projects”) are located in Nevada, which is ranked among the best places in the world to explore and mine. The Projects all have excellent year-round access, with good infrastructure in proven and active mining districts.

We have never been party to any bankruptcy, receivership or similar proceeding, nor have we undergone any material reclassification, merger, consolidation, purchase or sale of a significant amount of assets not in the ordinary course of business.

Our principal business, executive, and registered statutory office is located at 5655 Riggins Court, Suite 15, Reno, NV 89502. Our website address is www.nevadacanyongold.com. Our telephone number is (888) 909-5548, fax is (888) 909-1033, and email contact is info@nevadacanyongold.com.

As of the date of this Quarterly Report on Form 10-Q, our mineral property interests are comprised of the Lazy Claims Property, the Loman Property, and the Agai-Pah Property in Nevada, and the Belshazzar Property in Idaho. We hold a 1% net smelter returns royalty (“NSR”) on the Olinghouse Project, a 2% NSR on the Palmetto Project, a 2% NSR on the Lapon Canyon Project, a 1% NSR on 36 Sleeper claims, a 2% NSR on the Pikes Peak Project, and a 2% NSR on the Swales Property, all located in Nevada. Additionally, we are party to an agreement with Walker River Resources LLC under which we are earning a 50% interest in the Lapon Canyon Project through a three-year, $5 million exploration spend agreement.

The Company is presently focused on the exploration of the Lapon Canyon Project under an exploration stream earn-in agreement with Walker River Resources, which is further described in the Mineral Property Interests; Lapon Canyon Exploration Stream Earn-in Project section of this Quarterly Report on Form 10-Q. Remaining mineral property interests are considered secondary, and exploration efforts on these may be rescheduled to accommodate exploration programs scheduled for the Lapon Canyon Project.

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States of America (“US GAAP”) and are presented in US dollars. US GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risks and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to US GAAP and are consistently applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our condensed consolidated financial statements.

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2026 and 2025, together with notes thereto, which are included in this Quarterly Report on Form 10-Q, as well as our most recent audited consolidated financial statements on Form 10-K for the year ended December 31, 2025.

Recent Corporate Developments

On January 31, 2025, we entered into an Exploration Stream Earn-in Agreement (the “Earn-in Agreement”) with Walker River Resources, LLC, to explore and develop the Lapon Canyon Project. The Earn-in Agreement grants the Company the exclusive right to earn and purchase up to a 50% interest in the Lapon Canyon Project by funding cumulative exploration expenses of $5,000,000 over a three-year period.

The Earn-in Agreement provides that, subject to certain conditions, Walker River will grant the Company an exclusive right to earn and purchase either (i) an undivided 50% interest (the “Earned Interest”) in the Lapon Canyon Project, or (ii) alternatively, a production royalty in the Lapon Canyon Project. The Company has the right to accelerate the completion of the Minimum Work Requirements and exercise its Earn-In Right at our discretion.

Upon acquisition of the 50% Earned Interest, the parties will form a Nevada limited liability company (the “Joint Venture LLC”) and contribute the Lapon Canyon Project to the Joint Venture LLC for the joint development and operation. Each party will fund its pro-rata share of future expenditures on the Lapon Canyon Project or face dilution of its interest in the Joint Venture LLC. If a party’s interest in the Joint Venture LLC is diluted below 10%, its interest will be converted to a 2% NSR royalty on the Lapon Canyon Project, subject to a buy-down option to 1% exercisable at any time for the payment of $2,500,000.

On the closing of the Earn-in Agreement, the $200,000 principal we advanced under a promissory note dated December 19, 2024, including accrued interest of $2,835, was deemed satisfied in full and credited toward Nevada Canyon’s exploration expenses obligations for the first Annual Period. As of June 30, 2026, we incurred a total of $2,029,828 in exploration expenditures on the Lapon Canyon Project.

Results of Operations

Three and six months ended June 30, 2026, compared to the three and six months ended June 30, 2025:

Revenues

We had no revenues for the three and six months ended June 30, 2026 and 2025. Due to the exploration rather than the production nature of our business, we do not expect to have significant operating revenue in the foreseeable future.

Operating Expenses

During the three months ended June 30, 2026, our operating expenses increased by $133,959, or 31%, to $562,624, compared with $428,665 for the three months ended June 30, 2025. Our largest expense item was associated with exploration expenses, which totaled $349,439, an increase of $245,483 compared with $103,956 incurred during the comparative period; this amount was incurred under the Earn-in Agreement with Walker River. Our second-largest expense for the three months ended June 30, 2026, was director and officer compensation of $129,541. The director and officer compensation was associated with stock-based compensation to acquire up to 1,800,000 common shares at $0.83, expiring on September 10, 2028, granted to our new directors and the president during the year ended December 31, 2025, under our Stock Option Plan. During the comparative period ended June 30, 2025, we did not incur any expenses associated with director and officer compensation. These increases were partially offset by decreased consulting fees of $22,501, compared with $134,166 incurred during the comparative period, and decreased investor awareness and marketing expenses of $24,934, which decreased by $129,842 from $154,776 incurred during the comparative period ended June 30, 2025, representing the largest decrease for the period. Our transfer agent and filing fees decreased by $11,393 to $11,115, and professional fees decreased by $7,252 to $6,018 for the three months ended June 30, 2026. All other expenses remained relatively steady compared with the prior year.

On a year-to-date basis, our operating expenses decreased by $430,278, or 31%, to $947,622, compared with $1,377,900 for the six months ended June 30, 2025. Our largest expense item was associated with exploration expenses, which totaled $433,570, an increase of $58,930 compared with $374,640 incurred during the comparative period; this amount was incurred under the Earn-in Agreement with Walker River. Our second-largest expense for the six months ended June 30, 2026, was director and officer compensation of $257,658. This compensation was associated with stock-based compensation to acquire up to 1,800,000 common shares at $0.83, expiring on September 10, 2028, granted to our new directors and the president during the year ended December 31, 2025, under our Stock Option Plan. During the comparative period ended June 30, 2025, we incurred $116,667 in director and officer compensation, associated with the vesting of the shares we granted to our former VP of Operations on February 24, 2023, which fully vested on February 28, 2025.

These increases were partially offset by lower consulting fees of $122,778, compared with $258,333 incurred during the comparative period, and lower investor awareness and marketing expenses of $54,644, which decreased by $487,482 from $542,126 incurred during the comparative period ended June 30, 2025, representing the largest decrease for the period. Our transfer agent and filing fees decreased by $12,348 to $21,762, and professional fees decreased by $19,353 to $14,609 for the six months ended June 30, 2026. All other expenses remained relatively steady compared with the prior year.

Other Income (Expense)

During the three months ended June 30, 2026, we recognized a $25,544 loss on fair value of investments in equity securities (June 30, 2025 – $1,471 gain), which was mainly caused by the decrease of market price of WRR Shares from CAD$0.305 per share at March 31, 2026, to CAD$0.24 per share at June 30, 2026, and to a smaller extent due to fluctuation of exchange rates between the US and Canadian dollars. In addition, we earned $37,853 in interest income, which decreased in comparison to the $62,575 we earned during the three months ended June 30, 2025, as a result of reduced cash balances we held in our bank accounts. During the same period, we recognized a $420 loss due to fluctuations in foreign exchange rates (June 30, 2025 – $498).

During the six months ended June 30, 2026, we recognized a $3,178 loss on the fair value of investments in equity securities (June 30, 2025 – $3,305 gain), driven by exchange-rate fluctuations between the US and Canadian dollars. The market price of WRR Shares was CAD$0.24 per share on both June 30, 2026, and December 31, 2025. In addition, we earned $77,140 in interest income, which was lower than the $127,706 earned during the six months ended June 30, 2025, due to reduced cash balances in our bank accounts. During the same period, we recognized a $942 loss due to fluctuations in foreign exchange rates (June 30, 2025 – $498).

Net Loss

During the three months ended June 30, 2026, we reported a net loss of $550,735, compared to a net loss of $365,117 during the same period in 2025. This increase was primarily due to higher exploration activities and non-cash director and officer compensation, which were partly offset by lower investor awareness and marketing expenses, along with lower consulting fees.

During the six months ended June 30, 2026, we reported a net loss of $874,602, compared to a net loss of $1,247,387 during the same period in 2025. This decrease was primarily due to lower investor awareness and marketing expenses, along with lower consulting fees, which were in part offset by higher exploration activities and director and officer compensation.

Liquidity and Capital Resources

As of June 30, 2026, we had a cash balance of $4,922,840 and working capital of $3,524,746 with cash flows used in operations totaling $532,454 for the six months then ended. During the six months ended June 30, 2026, our operations were funded with cash on hand. The cash that we had on hand at June 30, 2026, was mainly generated from the sale of our common shares through the offering statement on Form 1-A (the “Offering”), which we closed during the year ended December 31, 2023, and to a smaller extent from the exercise of warrants we issued as part of the Offering.

Due to the exploration rather than the production nature of our business, our operating activities do not generate cash flows and cannot satisfy our cash requirements. However, we believe that the cash we currently have on hand will allow us to support our operations, including our planned exploration programs and the general day-to-day business activities, for the next 12-month period. We will continue to look for opportunities to generate additional cash through future equity or debt financings.

Cash Flow

Net cash used in operating activities

During the six months ended June 30, 2026, net cash used in operating activities decreased by $131,150, or 20%, to $532,454 for the six months ended June 30, 2026, compared with $663,604 for the comparative period in 2025. For the six months ended June 30, 2026, we used $535,988 to cover our cash operating costs, which were determined by reducing our net loss of $874,602 by non-cash items included in the net loss of $338,614 by decreasing our amounts due to related parties by $50,000 and by increasing our prepaid expenses by $12,713. These uses of cash were partly offset by an increase in our accounts payable and accrued liabilities of $66,247.

During the six months ended June 30, 2025, we used $663,604 in our operating activities. We used $717,856 to cover our cash operating costs, which were determined by reducing our net loss of $1,247,387 by non-cash items included in the net loss of $529,531. This use of cash was in part offset by a decrease in our prepaid expenses of $23,935 and by a $30,317 increase in accounts payable and accrued liabilities.

Adjustments to reconcile net loss to net cash used in operating activities

During the six months ended June 30, 2026, we recognized $3,178 loss on revaluation of fair value of our investment in WRR Shares. In addition, we recognized $77,778 on vesting of shares we awarded to our consultants, in accordance with the agreements we executed in February of 2023, and $257,658 related to the fair value of options granted to our president and directors that vested during the period.

During the six months ended June 30, 2025, we recognized $3,305 gain on revaluation of fair value of our investment in WRR Shares and $20,000 gain on sale of our interest in Swales Property. In addition, we recognized $116,667 on vesting of shares awarded to our VP of Operations and $233,334 on vesting of shares we awarded to our consultants, in accordance with the agreements we executed in February of 2023. An additional $202,835 were associated with conversion of the balance receivable under the note and interest receivable from WRR into eligible exploration expenditures under the Earn-in Agreement with WRR.

Net cash used in investing activities

We did not have any cash outlays associated with investing activities during the six months ended June 30, 2026. During the six months ended June 30, 2025, we spent $20,000 to make an option payment on our Swales Property, which was initially accrued at December 31, 2024. This use of funds was offset by $100,000 we received on the sale of our interest in the Swales Property.

Net cash provided by financing activities

During the six months ended June 30, 2026, we did not have any financing transactions that affected our cash balances. During the six months ended June 30, 2025, we issued 180,000 shares for total proceeds of $288,149 under the registration statement we filed with the SEC, which became effective on November 8, 2024.

Going Concern

At June 30, 2026, we had a working capital surplus of $3,524,746 and cash on hand of $4,922,840, which is sufficient to support our current plan of operations, including exploration programs, for the next 12-month period. Our investment in equity security is represented by 511,750 WRR Shares valued at $86,433.

To support our operations beyond the 12-month period, we are planning to continue actively pursuing other means of financing our operations, including equity and/or debt financing. In October of 2024, we filed a registration statement on Form S-1 with the SEC, which was made effective November 8, 2024. We decided not to maintain this registration statement.

Given the current market and industry conditions, we cannot be sure that we will be able to procure additional funding. If operating difficulties or other factors (many of which are beyond our control) delay our realization of revenues or cash flows from operations, we may be limited in our ability to pursue our business plan. Moreover, if our resources from obtaining additional capital or cash flows from operations, once we commence them, do not satisfy our operational needs or if unexpected expenses arise due to unanticipated pressures or if we decide to expand our business plan beyond its currently anticipated level or otherwise, we will require additional financing to fund our operations, in addition to anticipated cash generated from our operations. Additional financing might not be available on terms favorable to us, or at all. If adequate funds were not available or were not available on acceptable terms, our ability to fund our operations, take advantage of unanticipated opportunities, develop or enhance our business or otherwise respond to competitive pressures would be significantly limited. In a worst-case scenario, we might not be able to fund our operations or to remain in business, which could result in a total loss of our stockholders’ investment. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders would be reduced, and these newly issued securities might have rights, preferences, or privileges senior to those of existing stockholders.

Impact of Inflation

We believe that inflation has had a negligible effect on operations over the past fiscal quarter.

Capital Expenditures

During the six months ended June 30, 2026, we did not have any capital expenditures.

Mineral Properties and Royalty Interests

As of the date of this Quarterly report on Form 10-Q, our mineral property interests are comprised of the Lazy Claims Property, the Loman Property, and the Agai-Pah Property in Nevada, and the Belshazzar Property in Idaho. We hold a 1% net smelter returns royalty (“NSR”) on the Olinghouse Project, a 2% NSR on the Palmetto Project, a 2% NSR on the Lapon Canyon Project, a 1% NSR on 36 Sleeper claims, a 2% NSR on the Pikes Peak Project, and a 2% NSR on the Swales Property, all located in Nevada. Additionally, we are party to an agreement with Walker River Resources LLC under which we are earning a 50% interest in the Lapon Canyon Project through a three-year, $5 million exploration spend agreement.

During the quarter ended June 30, 2026, we continued to maintain our focus on the Lapon Canyon Project under the Exploration Stream Earn-in Agreement with Walker River Resources. Remaining mineral property interests are considered secondary, and exploration on these may be rescheduled to accommodate exploration programs for the Lapon Canyon Project.

The table below provides a summary of the Company’s mineral property and royalty interests as at June 30, 2026:

Lazy Claims Property (Exploration Phase)

On August 2, 2017, we entered into an exploration lease agreement (the “Lazy Claims Agreement”) with Tarsis Resources US Inc. (“Tarsis”), a Nevada corporation, to lease the Lazy Claims, consisting of three claims. The term of the Lazy Claims Agreement is ten years and is subject to extension for an additional two consecutive 10-year terms. Full consideration of the Lazy Claims Agreement consists of the following: an initial cash payment of $1,000 to Tarsis, paid upon the execution of the Lazy Claims Agreement, with $2,000 payable to Tarsis on each subsequent anniversary of the effective date. The Company agreed to pay Tarsis a 2% production royalty (the “Lazy Claims Royalty”) based on the gross returns from the production and sale of minerals from the Lazy Claims. Should the Lazy Claims Royalty payments to Tarsis be in excess of $2,000 per year, the Company will not be required to pay a $2,000 annual minimum payment.

As of June 30, 2026, the total cost of the Lazy Claims Property was $Nil, and it had no plant or equipment associated with it. During the six months ended June 30, 2026 and 2025, the Company did not incur any expenses associated with the Lazy Claims.

Loman Property (Exploration Phase)

In December 2019, the Company acquired 27 mining claims for a total of $10,395. The claims were acquired by the Company from a third party.

As of June 30, 2026, the total cost of the Loman Property was $10,395, and it had no plant or equipment associated with it. During the six months ended June 30, 2026 and 2025, the Company did not incur any expenses associated with the Loman Claims.

Agai-Pah Property (Exploration Phase)

On May 19, 2021, the Company entered into an exploration lease with an option to purchase agreement (the “Agai-Pah Property Agreement”) with MSM Resource, L.L.C. (“MSM”), a Nevada limited liability company on the Agai-Pah Property, consisting of 20 unpatented mining claims totaling 400 acres, located in Nevada about 10 miles northeast of the town of Hawthorne (the “Agai-Pah Property”). Alan Day, the CEO and chairman of the board of the Company (“Mr. Day”), is the managing member of MSM.

The term of the Agreement commenced on May 19, 2021, and continues for ten years, subject to the Company’s right to extend the Agai-Pah Property Agreement for two additional terms of ten years each, and subject to the Company’s option to purchase the Property.

Full consideration of the Agai-Pah Property Agreement consists of the following: (i) an initial cash payment of $20,000 to be paid within 90 days from the execution of the Agai-Pah Property 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 Agai-Pah Property Agreement remains in effect. The Company has the exclusive option and right to acquire 100% ownership of the Agai-Pah Property (the “Agai-Pah Purchase Option”). To exercise the Agai-Pah Purchase Option, the Company will be required to pay $750,000 (the “Agai-Pah Purchase Price”). The Agai-Pah Purchase Price can be paid in either cash and/or equity of the Company, or a combination thereof, at the election of MSM. The annual payments paid by the Company to MSM, shall not be applied or credited against the Purchase Price. As at June 30, 2026, we accrued the fifth $20,000 anniversary payment.

As of June 30, 2026, the total cost of the Agai-Pah Property was $120,000, and it had no plant or equipment associated with it. During the three and six months ended June 30, 2026, we did not incur any expenses associated with the Agai-Pah Property (three months ended June 30, 2025 - $3,859; six months ended June 30, 2025 - $8,081).

Belshazzar Property (Exploration Phase)

On June 4, 2021, the Company entered into an exploration lease with an option to purchase agreement (the “Belshazzar Property Agreement”) with Belshazzar Holdings, L.L.C. (“Belshazzar”), a Nevada limited liability company on the Belshazzar Property, consisting of ten unpatented lode mining claims and seven unpatented placer mineral claims totaling 200 acres, located in Idaho (the “Belshazzar Property”). Mr. Day is the managing member of Belshazzar.

The term of the Belshazzar Property Agreement commenced on June 4, 2021, and continues for ten years, subject to the Company’s right to extend the Belshazzar Property Agreement for two additional terms of ten years each, and subject to the Company’s option to purchase the Belshazzar Property.

Full consideration of the Belshazzar Property Agreement consists of the following: (i) an initial cash payment of $20,000 to be paid within 90 days from the execution of the Belshazzar Property Agreement on June 4, 2021 (the “effective date”), and (ii) annual payments of $20,000 to be paid on the anniversary of the Effective Date while the Belshazzar Property Agreement remains in effect. The Company has the exclusive option and right to acquire 100% ownership of the Belshazzar Property (the “Belshazzar Purchase Option”). To exercise the Belshazzar Purchase Option, the Company will be required to pay $800,000 (the “Belshazzar Purchase Price”). The Belshazzar Purchase Price can be paid in either cash and/or equity of the Company, or a combination thereof, at the election of Belshazzar. The annual payments paid by the Company to Belshazzar, shall not be applied or credited against the Belshazzar Purchase Price. The Belshazzar Property is subject to a 1% Gross Returns Royalty payable to the property owner, from the commencement of commercial production, subject to certain terms. As at June 30, 2026, we accrued the fifth $20,000 anniversary payment.

As of June 30, 2026, the total cost of the Belshazzar Property was $120,000, and it had no plant or equipment associated with it. During the three and six months ended June 30, 2026, we did not incur any expenses associated with the Belshazzar Property (three and six months ended June 30, 2025 - $2,294).

Royalty Interests

Olinghouse Project (Development and Exploration Phase)

On December 17, 2021, our wholly owned subsidiary, Nevada Canyon, LLC, entered into an Option to Purchase Agreement (the “Olinghouse Agreement”) with Target Minerals, Inc (“Target”), to acquire 100% interest of Target’s 1% NSR on the Olinghouse Project. Under the terms of the Olinghouse Agreement, we were required to make an initial cash option payment of $200,000 on execution of the Agreement, which we paid on December 18, 2021. On December 23, 2022, Target agreed to extend the Olinghouse Purchase Option for an additional one-year term, expiring on December 17, 2023, for a one-time cash payment of $40,000.

On August 14, 2024, we made the final $1,500,000 option payment, based on the amended Olinghouse Agreement, on the transfer of the Royalty Deed in our name. Following the transfer of the 1% NSR, we have no further obligations under the Olinghouse Agreement.

As of June 30, 2026, the total cost of the Olinghouse Royalty was $1,740,000. We had no plant or equipment associated with Olinghouse Royalty. During the three and six months ended June 30, 2026 and 2025, we did not incur any expenses associated with the Olinghouse Project.

Palmetto Project (Exploration Phase)

On January 27, 2022, the Company’s wholly owned subsidiary, Nevada Canyon, LLC, entered into a Royalty Purchase Agreement (the “Royalty Agreement”) with Smooth Rock Ventures, LLC, a wholly-owned subsidiary of Smooth Rock Ventures Corp. (“Smooth Rock”), to acquire a 2% NSR on the Palmetto Project (the “Palmetto Project”), located in Esmeralda County, Nevada for a one-time cash payment of $350,000.

As of June 30, 2026, the total cost of the Palmetto Royalty was $350,000. The Company did not have any plant nor equipment associated with Palmetto Royalty. During the three and six months ended June 30, 2026 and 2025, we did not incur any expenses associated with the Palmetto Project.

Lapon Canyon Project – Royalty (Exploration Phase)

On May 24, 2024, Nevada Canyon, LLC entered into a Royalty Purchase Agreement with Walker River Resources, LLC (“Walker River”), a wholly owned subsidiary of WRR, to acquire a 2% NSR on the Lapon Canyon Project (the “Lapon Canyon Project”), for a one-time cash payment of $300,000.

The Lapon Canyon Project consists of 96 unpatented lode mining claims identified as the Sleeper and Lapon Rose claim groups situated in Mineral County, Nevada, within the northern portion of the Walker Lane gold trend. In order to finalize the Royalty Purchase Agreement, we were required to acquire an additional 1% NSR from two individuals who held NSR on the 36 Sleeper claims that are included in the Lapon Canyon Project. We paid $25,000 for a 1% NSR on 36 Sleeper claims.

As of June 30, 2026, the total cost of the Lapon Canyon Project, as it relates to the royalty interest, was $325,000. During the three and six months ended June 30, 2026 and 2025, we did not incur any expenses associated with the royalty interest on the Lapon Canyon Project.

Pikes Peak Project (Exploration Phase)

On June 12, 2024, the Company made a one-time cash payment of $150,000 to acquire from WRR a 2% NSR on the Pikes Peak Project (the “Pikes Peak Project”). WRR owns a 100% undivided interest in the project, which consists of 36 unpatented lode mining claims situated in Mineral County, Nevada, within the northern portion of the Walker Lane gold trend.

As of June 30, 2026, the total cost of the Pikes Peak Project was $150,000. We did not have any plant nor equipment associated with the Pikes Peak Project. During the three and six months ended June 30, 2026 and 2025, we did not incur any expenses associated with the Pikes Peak Project.

Swales Property (Exploration Phase)

On December 27, 2021, we entered into an exploration lease with an option to purchase agreement (the “Swales Property Agreement”) with Mr. W. Wright Parks III., (“Mr. Parks”) on the Swales Property, consisting of 40 unpatented lode mining claims totaling 800 acres located in Nevada (the “Swales Property”).

The term of the Swales Property Agreement commenced on December 27, 2021, and was for ten years, subject to the Company’s right to extend the Swales Property Agreement for two additional terms of ten years each, and subject to the Company’s option to purchase the Swales Property.

Full consideration of the Swales Property Agreement consisted of the following: (i) an initial cash payment of $20,000 to be paid within 90 days from the execution of the Swales Property Agreement on December 27, 2021 (the “Effective Date”), and (ii) annual payments of $20,000 to be paid on the anniversary of the Effective Date while the Swales Property Agreement remained in effect. The Company had the exclusive option and right to acquire 100% ownership of the Swales Property (the “Swales Purchase Option”). To exercise the Swales Purchase Option, the Company was required to pay $750,000 (the “Swales Purchase Price”). The Swales Purchase Price could have been paid in either cash and/or equity of the Company, or a combination thereof, at the election of Mr. Parks. The annual payments paid by the Company to Mr. Parks, were not applied or credited against the Swales Purchase Price.

On June 9, 2025, we entered into a Property Asset Purchase Agreement to sell our right to the Swales Property Agreement for a total consideration of $100,000 cash and the grant of a 2% net smelter royalty on the initial 40 claims included in the Swales Property, and an additional 99 unpatented mining claims acquired by the purchaser and added to the Swales Property. We recognized a gain on the sale of mineral interest of $20,000.

As of June 30, 2026, the total cost of the Swales Property was $Nil, and it had no plant or equipment associated with it. During the three and six months ended June 30, 2026 and 2025, we did not incur any expenses associated with the Swales Property.

Lapon Canyon Exploration Stream Earn-in Project (Exploration Phase)

On January 31, 2025, our subsidiary, Nevada Canyon, LLC, entered into an Exploration Stream Earn-in Agreement (the “Earn-in Agreement”) with Walker River Resources Corp. (“WRR”), to explore and develop the Lapon Canyon Project. The Earn-in Agreement grants the Company the exclusive right to earn and purchase up to a 50% interest in the Lapon Canyon Project by funding cumulative exploration expenses of $5,000,000 over a three-year period.

The Earn-in Agreement provides that, subject to certain conditions, WRR will grant the Company an exclusive right to earn and purchase either (i) an undivided 50% interest (the “Earned Interest”) in the Lapon Canyon Project, or (ii) alternatively, a production royalty in the Lapon Canyon Project. The Company has the right to accelerate the completion of the Minimum Work Requirements and exercise its Earn-In Right at its discretion.

Upon acquisition of the 50% Earned Interest, the parties will form a Nevada limited liability company (the “Joint Venture LLC”) and contribute the Lapon Canyon Project to the Joint Venture LLC for the joint development and operation. Each party will fund its pro-rata share of future expenditures on the Lapon Canyon Project or face dilution of its interest in the Joint Venture LLC. If a party’s interest in the Joint Venture LLC is diluted below 10%, its interest will be converted to a 2% Net Smelter Returns royalty on the Lapon Canyon Project, subject to a buy-down option to 1% exercisable at any time for the payment of $2,500,000.

On the closing of the Earn-in Agreement, the $200,000 principal the Company advanced under the Promissory Note dated December 19, 2024, including accrued interest of $2,835, was deemed satisfied in full and credited toward Nevada Canyon’s exploration expenses obligations for the first annual period.

On February 10, 2026, we entered into an agreement with BBA Consultants USA LP (“BBA”) to develop a mineral resource estimate. As of June 30, 2026, we incurred $58,540 in costs associated with the MRE.

During the three and six months ended June 30, 2026, we incurred $349,439 and $433,570 in exploration expenditures on the Lapon Canyon Project, respectively. During the comparative three and six months ended June 30, 2025, we incurred $97,803 and $364,265 in exploration expenditures on the Lapon Canyon Project, respectively, of which $202,835 was associated with the note and interest receivable from Walker River. As of June 30, 2026, we had incurred a total of $2,029,828 in exploration expenditures on the Lapon Canyon Project; therefore, the Earn-in Agreement is in good standing.

The Company provides updates on the progress of the exploration and drilling program carried out on the Lapon Canyon Project by referring to news releases published by WRR. These updates can be found in Current Reports on Form 8-K in the Company’s filings with the SEC.

Off-Balance Sheet Arrangements

None.

Use of Estimates

Areas where significant estimation judgments are made and where actual results could differ materially from these estimates are the carrying value of certain assets and liabilities, which are not readily apparent from other sources and the classification of net operating loss and tax credit carry forwards.

We evaluate impairment of our long-lived assets by applying the provisions of US GAAP. In applying those provisions, we have not recognized any impairment charge on our long-lived assets during the six months ended June 30, 2026.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this item.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

We conducted an evaluation, under the supervision and with the participation of the Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 as amended (the “Exchange Act”)). Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer, concluded that our disclosure controls and procedures, as of the end of the fiscal quarter covered by this quarterly report on Form 10-Q, were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

(b) Changes in Internal Controls over Financial Reporting

During the quarter ended June 30, 2026, there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

We incorporate by reference the Risk Factors included as Item 1A of our Annual Report on Form 10-K we filed with the Securities and Exchange Commission on March 31, 2026.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits