Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement

On October 3, 2024 Nevada Canyon Gold Corp. (the "Company") and an institutional investor ("Investor"), entered into a common stock purchase agreement (the "Purchase Agreement"), which provides that subject to the terms and conditions set forth therein, the Company may sell to Investor up to $25,000,000 of the Company's common stock, par value $0.001 per share, of the Company (the "Common Stock"), from time to time during the term of the Purchase Agreement.

Additionally, on October 3, 2024, the Company and Investor entered into a registration rights agreement (the "Registration Rights Agreement"), pursuant to which the Company agreed to file a registration statement with the Securities and Exchange Commission ("SEC") covering the resale of shares of Common Stock that are issued to Investor under the Purchase Agreement.

Under the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement, the Company has the right, but not the obligation, to sell to Investor, and Investor is obligated to purchase, up to $25,000,000 of Common Stock. Such sales of Common Stock by the Company, if any, will be subject to certain limitations as set forth in the Purchase Agreement, and may occur from time to time, at the Company's sole discretion, commencing on the date that all of the conditions to the Company's right to commence such sales are satisfied, including that the registration statement referred to above is declared effective by the SEC and a final form of the prospectus included therein is filed with the SEC (the "Commencement Date"). Investor has no right to require the Company to sell any Common Stock to Investor, but Investor is obligated to make purchases as the Company directs, subject to satisfaction of the conditions set forth in the Purchase Agreement.

Upon entering into the Purchase Agreement, the Company agreed to issue to Investor $250,000 worth of Common Stock (the "Commitment Shares") as consideration for Investor's commitment to purchase shares of Common Stock upon the Company's direction under the Purchase Agreement, to be calculated based on the value of the Common Shares equal to the average of the closing sale prices of the Common Stock for the five (5) Trading Days immediately preceding, but not including, the date such Commitment Shares are due,. The Company issued 30% of the Commitment Shares (27,356 shares) effective on the date of the Purchase Agreement. An additional 30% of the Commitment Shares shall be issued to Investor 90 days following the Commencement Date. The remaining 40% of the Commitment Shares shall be issued to Investor 180 days following the Commencement Date. The Company also agreed to pay Investor up to $20,000 for its reasonable expenses under the Purchase Agreement.

Under the Purchase Agreement, the Company may, at its discretion, from time to time from and after the Commencement Date, direct Investor to purchase (a "Fixed Purchase") up to the lesser of (i) 10,000 shares of Common Stock or (ii) $25,000 on any trading day on which the closing sale price of the Common Stock is not below $1.00 per share on the OTC Pink Open Market (the "OTC Market").

In addition to Fixed Purchases, and provided that the Company has directed Investor to purchase the maximum allowable amount of shares of Common Stock in a Fixed Purchase, the Company also may, at its discretion, from time to time from and after the Commencement Date, direct Investor to purchase additional shares of Common Stock on the trading day immediately following the purchase date for such Fixed Purchase (each, a "VWAP Purchase") and, under certain circumstances set forth in the Purchase Agreement, direct Investor to purchase additional shares of Common Stock on the same trading day as such VWAP Purchase (each, an "Additional VWAP Purchase"), in each case upon the terms and subject to the conditions set forth in the Purchase Agreement. We refer to the Fixed Purchase, the VWAP Purchase and the Additional VWAP Purchase, collectively as a "Purchase."