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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 ANNUAL REPORT under SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended: December 31, 2024

 TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from ______ to ______

 Commission
File No. 000-55600

 (Exact
Name of Registrant as Specified in its Charter)

 46-5152859

 (State
 or other Jurisdiction of

 Incorporation
 or Organization)

 (I.R.S.
 Employer

 Identification
 No.)

 5655
Riggins Court, Suite 15, Reno, NV 89502

 (Address
of principal executive offices) (Zip Code)

 Registrant's
telephone number, including area code: (888) 909-5548

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

 Common
 Stock, $0.0001 par value per share

 None

 (Title
 of Each Class)

 (Name
 of Each Exchange on Which Registered)

 Securities
registered under Section 12(g) of the Exchange Act: Common Stock, $0.0001 par value

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934
during the preceding 12 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

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such fi les). Yes No

by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer or a small. See definition
of "large accelerated filer, accelerated filer and smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's
most recently completed second fiscal quarter: $ 59,761,832 based on average of closing bid and ask for Nevada Canyon Gold Corp.
shares on June 28, 2024.

 The
number of shares of the registrant's common stock issued and outstanding as of March 27, 2025, was 27,648,881.

 table
of contents

 Item 1. Description of Business.

 Item 1A. Risk Factors.

 Item 1B. Unresolved Staff Comments.

 Item 1C. Cybersecurity.

 Item 2. Properties.

 Item 3. Legal Proceedings.

 Item 4. Mine Safety Disclosures.

 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Item 6. Selected Financial Data.

 Item 7. Management's Discussion and Analysis of Financial Conditions and Results of Operations.

 Results of Operations

 Off-Balance Sheet Arrangements

 Recent Accounting Pronouncements

 Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

 Item 8. Financial Statements and Supplementary Data.

 Financial Statements

 Report of Independent Registered Public Accounting Firm

 Balance Sheets

 Statements of Operations

 Statement of Stockholders' Equity

 Statements of Cash Flow

 Notes to the Financial Statements

 Item 9. Controls and Procedures.

 Item 9B. Other Information.

 Item 10. Directors, Executive Officers and Corporate Governance.

 Item 11. Executive Compensation

 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 Item 13. Certain Relationships and Related Transactions, and Director Independence.

 Item 14. Principal Accountant Fees and Services.

 Item 15. Exhibits, Financial Statement Schedules.

 CERTIFICATION PURSUANT TO SECTION 302 (a) OF THE SARBANES-OXLEY ACT OF 2002

 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ENACTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 CAUTIONARY
NOTE ABOUT FORWARD-LOOKING STATEMENTS

 The
information contained in this Annual Report on Form 10-K includes 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.

 In
addition to other factors and matters discussed elsewhere herein, the following are important factors that, in our view, could cause
actual results to differ materially from those discussed in the forward-looking statements: technological advances, impact of competition,
dependence on key personnel and the need to attract new management, effectiveness of cost and marketing efforts, acceptances of products,
ability to expand markets and the availability of capital or other funding on terms satisfactory to us. We disclaim any obligation to
update forward-looking statements to reflect events or circumstances after the date hereof.

 For
a discussion of the risks, uncertainties, and assumptions that could affect our future events, developments or results, you should carefully
review the "Risk Factors" set forth under " Item 1. Description of Business ". In light of these risks,
uncertainties and assumptions, the future events, developments or results described by our forward-looking statements herein could turn
to be materially different from those we discuss or imply.

 PART
I

 Item
1. Description of Business

 Organization

Canyon Gold Corp., (the "Company") was originally incorporated on February 27, 2014, in the state of Nevada as Tech Foundry
Ventures. On July 8, 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. Majority of the Company's projects
and royalties (collectively, the "Projects") are located within the state of Nevada which is rated as one of the best places
to explore and mine in the world. 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 and our telephone
number is (888) 909-5548, fax is (888) 909-1033 and email contact is info@nevadacanyongold.com. Our website address is www.nevadacanyongold.com.

 Business

Canyon has a three-fold business model: (1) Exploration project accelerator; (2) mineral royalty acquisitions; and (3) precious metals
streaming.

An exploration project accelerator means finding under-valued or distressed assets, providing initial investment capital for geological
and exploration work, then selling the assets to other mining companies for premium returns without large capital expenditures. In this
model, Nevada Canyon retains a royalty, recovers its costs, and avoids the high cost of putting mines into production. This can create
short term upside value in these assets at very low risk while retaining a long-term royalty at a very low-cost basis. Nevada Canyon's
geological team discovers, interprets, and builds the geological models, then increases the land package through additional land acquisitions.
The mineral resources are increased and upgraded, followed by the sale to larger mining companies.

Nevada Canyon's second business model is the acquisition of mineral property royalties (net smelter royalties or "NSR's").
The Company plans to generate revenue from selling mineral properties to mining companies while retaining a long-term royalty for the
life of the mine. This business model also includes the purchase of existing royalties from third parties as well as optioned sales of
properties that provide ongoing revenue and eventual royalties. Nevada Canyon will stake and/or assemble drill-ready land packages for
mining companies to explore and develop, then sell those claims while retaining a royalty. Nevada Canyon will also option exploration
properties to mining or exploration companies for staged payments to the Company while retaining a royalty. Lastly, Nevada Canyon will
also acquire royalties related to producing or near-term producing properties with close proximity to producing mines.

The Company's third business model is a precious metals streaming company. A precious metals streaming company provides up-front
capital for mine development in exchange for a percentage of the precious metals output at a below-market cost, in some instances up
to an 80% discount to market. Nevada Canyon can then sell what it receives from its partners at market prices and retain the difference
as profit.

Canyon has identified numerous gold and silver streaming opportunities and is not tied to the performance of any one producer. Most importantly,
streaming companies are instant beneficiaries of rising physical metal prices. For example, the average cash cost per gold equivalent
ounce ("GEO") is $400 for Nevada, based on comparable operating streaming Companies. This offers investors cost predictability,
direct leverage to increasing precious metals prices and a high-quality asset base within Nevada. This portion of our business model
offers investors commodity price leverage and exploration upsides with a much lower risk profile than a traditional mining company.

Canyon management ("Management") has vast contacts within the mining industry and extensive experience in mineral property
acquisitions and divestures with over 30 years' experience operating in Nevada. This gives us the unique ability to assemble valuable
land packages near producing mines, which can then be sold to the mine operators while retaining a life-of-mine royalty. Nevada Canyon
can generate near-term revenue through mineral property sales and generate long-term revenue through life-of-mine royalties. This strategy
allows for the bypass of the risk and expense of exploration programs and/ or large production capital costs while keeping our overhead
low.

 We
believe this multi-level business model is a significant improvement on the typical project generator/joint venture model. It allows
the Company to maintain a large portfolio of properties and generate significant deal flow. Shareholder value is highly leveraged to
the price of gold. As prices increase, we anticipate seeing growth in the value of our properties, the cash flow from our option portfolio,
our equity investments in mid-tier/junior companies, and a higher market valuation on our growing royalty portfolio and the blue sky
of our exploration programs. We also hope this revenue generating, low overhead business model will also allow Nevada Canyon the ability
to grow.

 As
of the date of this Annual report on Form 10-K, our mineral property interests are comprised of the Lazy Claims Property, the Loman Property,
and the Agai-Pah Property located in Mineral County, Nevada, the Swales Property located in Elko County, Nevada, and the Belshazzar Property
located in Quartzburg mining district, Boise County, Idaho. In addition, we hold a 2% net smelter returns royalty ("NSR")
on the Palmetto Project, located in Esmeralda County, Nevada, a 2% NSR on the Lapon Canyon Project, a 1% NSR on 36 Sleeper claims included
in the Lapon Canyon Project, a 2% NSR on the Pikes Peak Project which are located in Mineral County, Nevada, and a 1% production royalty
on the Olinghouse Project, located in the Olinghouse Mining District, Washoe County, Nevada.

 The
Company is presently focused on exploration of its Swales and Agai Pah Properties in Nevada. Remaining mineral property interest are
considered secondary, and exploration efforts on these may be rescheduled to accommodate exploration programs scheduled for Swales and
Agai Pah Properties.

 The
Company's mineral property interests are shown in Figure 1 below:

 Table
1 – the Company's mineral property and royalty interests summary

 Type

 Size
 in acres

 Property Interests

 Lazy
 Claims Property (1)

 lease

 Section
 20, T.7N, R.32E MDM in Mineral County, Nevada

 Loman

 100%
 owned

 20-23 & 26-29 T.7N, R.32E MDM in Mineral County, Nevada

 Agai-Pah

 lease

 2-3 & 10-11, T.10N, R.30E MDM in Mineral County, Nevada

 Swales

 lease

 Section
 16, T.35N, R.53E., MDM in Elko County, Nevada.

 Belshazzar

 lease

 17&18, T.7N, R.4E MDM in Boise, Idaho

 Sub-total
 Mineral Property Interests

 2,060

 Interests

 Palmetto
 Project

 2%
 NSR royalty

 7-9 & 17-21, T1S, R34E., MDM in Esmeralda County

 2,217

 Olinghouse
 Project

 1%
 NSR royalty

 2, 3, 9-11, 14-23 & 27-32 T.21N., R.22 & 23E., MDM, in Washoe County

 6,000

 Lapon
 Canyon (including Sleeper claims)

 2%
 NSR royalty

 (1%NSR
 royalty)

 20&21, T8N, R28E., MDM, in Mineral County, Nevada

 1,920

 Pikes
 Peak

 2%
 NSR royalty

 4, T8N, R28E., MDM, in Mineral County, Nevada

 Sub-total
 Royalty Interests

 10,857

 Total
 Size of All Mineral Property and Royalty Interests

 12,917

 (1)
 Lazy Claims Property is adjacent to the Loman Property, and therefore is not indicated on the map included in Figure 1

Property Interests

 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 rights to three Lazy Claims totaling 60 acres (the "Lazy 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, which we paid upon
the execution of the Lazy Claims Agreement, with $2,000 payable to Tarsis on each subsequent anniversary of the effective date. We 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 Property. Should the Lazy Claims Royalty payments to Tarsis be in excess of $2,000 per year, we will
not be required to pay a $2,000 annual minimum payment. As of the date of this Annual Report on Form 10-K, we retain our leasing rights
to the Lazy Claims.

 As
of December 31, 2024, the total cost of the Lazy Claims Property was $Nil, and had no plant nor equipment associated with it.

 The
Lazy Claims consist of three claims (60 acres) and are located within the Walker Lane shear zone, a 60-mile-wide structural corridor
extending in a southeast direction from Reno, Nevada. The property is located in section 20, T.7N, R.32E MDM in Mineral County approximately
13 miles southeast of the town of Hawthorne, NV. The Lazy Claims Property has established infrastructure and year-round access via U.S.
Highway 95. The Lazy Claims are located adjacent to the Company's Loman Property, and therefore are included as part of the Loman
Property map included in Figure 2 below.

 Geology

 The
US Geological Survey has mapped the area and has published the results as Miscellaneous Field Studies maps, MF 1485 and MF 1486. Mapped
units include Paleozoic metasediments, Mesozoic sediments and intrusions, and Cenozoic volcanic rocks and porphyry intrusions. Like most
of the Walker Lane, the area has a strong system of N50W- trending, normal and strike-slip faults along with a series of generally NE-trending
thrust faults. The area has seen prospecting since the late 1800's and contains hundreds of prospect pits and adits that explore
various styles of base and precious metal mineralization.

 The
published USGS geologic quadrangle map for the Pamlico mine area, (MF 1485, MF 1486, Oldow, 1985), shows the eastern portion of the Lazy
Claims project area underlain by a thick, undivided sequence of folded and faulted Mesozoic and or Paleozoic volcanic and sedimentary
rocks. The western portion of the project is underlain by Jurassic- to Triassic-age Sunrise and Gabbs Formations comprising interbedded
limestones and calcareous mudstones. Locally, black Tertiary basalt caps the older rocks. The structural fabric is dominated by NW-trending,
Walker Lane structures and by an older N70o E fabric, several phases of strongly altered and locally mineralized intrusive rocks as well
as zones of jasperoids and strong silicification has been identified.

 Mineralization

 Previous
work on the project has identified the following discrete zones of mineralization: (1) the Lazy Man gold zone which is a structurally-controlled,
intrusion-related gold deposit that produced about 1,200 oz Au from NW-trending, high grade zones partially hosted by altered rhyolite
dikes, (2) areas of strong vuggy silica alteration in both intrusive porphyritic rocks and volcanic agglomerates particularly in the
footwall of the Lazy Man zone, (3) a large area of barite and copper mineralization with intense bleaching east of the gold zone, (4)
strong copper showings to the southeast of the gold zone, (5) the Loman antimony mine to the southwest of the gold zone, (6) skarn zones
to the west of the gold zone, (7) a large zone of strong IP response to the west of the gold zone, and (8) a pyrrhotite porphyry intrusion
west of the gold zone.

 The
Lazy Claims cover several past-producing small-scale high-grade mines, altered and mineralized zones discovered by geological compilations
and mapping of the historical workings, discovered by the previous exploration on the Project. The previous sampling on the project has
revealed the presence of copper, bismuth, and antimony as well as pervasive lower grade gold mineralization, cut by vein structures (some
previously mined) of higher grade gold. Previous induced polarization surveys also denoted the presence of significant coincident I.P.
anomalies. The Lazy Claims Property hosts the historic small scale past producing Lazy Man Mine. Numerous exploration targets exist within
the Property. In addition, The Lazy Claims Property is in close proximity to several past producing mines including Bodie, Aurora, Borealis,
Pamlico, Evening Star, Mabel, Mindoro and Camp Douglas Mines.

 Below
is a summary of previous exploration of identified mineralized areas within the properties.

 Lazy
Man Mine

 The
main structure that the mine workings explore has an N35 o W trend and dips about 60 o to the southwest. The vein
was discovered in 1933 by a local prospector. The mine is credited with historic production of about 1,200 ounces of gold from 2,800
feet (853 m) of underground workings. The three main shafts explore about 1,000 feet (304 m) of strike length on the vein, and the shafts
extend to a maximum depth of 300 feet (91 m). The workings have been mapped and sampled in some detail by Congdon and Carey in 1974,
and many multi-ounce gold values are noted in the remaining vein material. One 4.9 foot-long (1.5 m) sample from a cross cut on the 300
level contained 2.2 oz Au/ton (68.4g/t). The high-grade veins occur within a broader zone of intense quartz-sericite alteration, which
has previously been mapped as rhyolite. Most of the mine dumps are composed of this "rhyolite", and Congdon and Carey measured
approximately 8,000 tons of this material containing from 0.09 to 0.21 oz Au/ton (3.07 to 7.1 g/t Au). Gold occurs in iron oxide-filled
fractures along with druzy quartz veinlets, and there is occasionally visible gold. Detailed mapping around the old workings of the Lazy
Man mine has delineated a zone of intense acid-leaching in intrusive porphyritic rocks and volcanic agglomerates primarily in the footwall
of the vein. The rock now has a porous and vuggy appearance; this style of alteration is interpreted to be "Vuggy Silica"
alteration that is typical of the upper levels of high-sulfidation ore deposits. Surrounding the vuggy silica zone is a zone of strong
argillic alteration. Recent work has discovered previously unrecognized mineralized zones east of and parallel to the Lazy Man vein that
contain silicified, brecciated outcrops assaying 2.26 g/t Au and 8,150 ppm As. These zones have been traced for over 1,200 feet (365
m) and are up to 60 feet (18 m) wide.

 In
2020 we completed a portion of the Phase I exploration program on the Lazy Claims Property, which consisted of reconnaissance prospecting,
geological mapping, surface trenching, and relocating historical workings. Completion of the Phase I program was initially scheduled
for spring of 2021, however, due to the restrictions associated with past COVID-19 pandemic, the phase was put on hold. The Company intends
to resume Phase I later in 2025. Phase I program will provide accurate modern data to assist in the planning of the Phase II drill program.

 Loman
Property (Exploration Phase)

 In
December 2019 we acquired 27 unpatented mining claims for a total of $10,395 (the "Loman Property"). Due to certain regulatory
restrictions associated with COVID-19 pandemic, we were required to delay the re-registration of the Loman Property claims into the Company's
name. The Loman claims were transferred and re-registered into our name in the fourth quarter of fiscal year 2021.

 As
of December 31, 2024, the total cost of the Loman Property was $10,395, and had no plant nor equipment associated with it.

2: The Loman Property, location

 The
Loman Property is located in sections 20-23 & 26-29 T.7N, R.32E MDM, within Mineral County approximately 13 miles southeast of the
town of Hawthorne, NV, within the Walker Lane shear zone, a 60-mile-wide structural corridor extending in a southeast direction from
Reno, Nevada, along U.S. Highway 95. The project has excellent year-round access and infrastructure within Mineral County, one of the
most pro-mining counties and highest-grade gold districts of Nevada.

 The
Loman Property consists of 27 unpatented mining claims having a combined area of approximately 540 acres. The Loman Property covers several
past producing small-scale high-grade gold and copper mines, altered and mineralized zones discovered by previous geological compilations
and mapping of the historical workings. Historical sampling on the project has revealed the presence of copper, bismuth, and antimony
as well as pervasive lower grade gold mineralization, cut by vein structures (some previously mined) of higher-grade gold. Previous geophysical
surveys also denoted the presence of significant coincident I.P. and magnetic anomalies. These factors clearly demonstrate the potential
of this relatively unexplored project for the discovery of gold mineralization.

 The
Loman Property is located near several past producing mines including the Bodie, Aurora, Borealis, Pamlico, Evening Star, Mabel, Mindoro
and Camp Douglas Mines. Held by private interests for most of its history, the Loman Property remains very underexplored with a potential
for new discoveries on several exploration targets with multiple zones.

 In
2020 we completed a portion of our Phase I program that consisted of reconnaissance prospecting, geological mapping, surface trenching,
relocating historical workings and ground based geophysical surveying. Completion of the Phase I program will provide accurate modern
data to assist in the planning of the Phase II drill program. Phase I was initially expected continue in the spring 2021, with Phase
II to begin shortly after the compilation of the Phase I results. Due to the restrictions and subsequent lack of available contractor
personnel associated with COVID-19 pandemic, Phase I was put on hold and the Company plans to resume it later in 2025.

 Agai-Pah
Property (Exploration Phase)

 On
May 19, 2021, we 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 Corporation on the Agai-Pah Property,
consisting of 20 unpatented mining claims totaling 400 acres (the "Agai-Pah Property"). Alan Day, the managing member of
MSM, is the CEO and director of the Company.

 The
term of the Agai-Pah Property 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 December 31, 2024, the
Company had recorded $80,000 in acquisition costs associated with the Agai-Pah Property.

 As
of December 31, 2024, the total cost of the Agai-Pah Property was $80,000, and had no plant nor equipment associated with it.

3: The Agai-Pah Property, location

 The
Agai-Pah Property consists of 20 unpatented mining claims with a combined area of 162 hectares (400 acres). The Agai-Pah Property is
located in sections 2-3 & 10-11, T.10N, R.30E MDM, in the northwestern portion of the Gillis Range, within the Buckley Mining District,
in Mineral County, Nevada, 13 miles north-east of the town of Hawthorne, and 22 miles SW of the Rawhide Mine. The Property is within
the Walker Lane shear zone, a 60-mile-wide structural corridor extending in a southeast direction from Reno, Nevada. The project has
excellent year-round access and infrastructure within Mineral County, Nevada.

 Geology
and Mineralization

 The
Agai-Pah Property is underlain by meta-volcanic rocks of the Permo-Triassic Excelsior Formation. The local stratigraphy consists of interbedded
volcanics, conglomerate and occasional limestone lenses that have been altered through metamorphisim to hornfelsic greenstones and localized
calcsilicate and marble skarns. The area is cross-cut by a large northwest to southeast structural trend, with the mineralization occurring
along this trend and along skarn contacts.

 Mineralization
occurs as hydrothermal alteration and veining along structures and along contacts with carbonate rocks. Silver, lead, copper and gold
mineralization are found within clay altered shears, quartz veins and hornfeslic scarns. In the west central portion of the Agai-Pah
Property, a quartz vein is exposed within a small open pit which exhibits visible chlorargyrite (AgCl).

 The
Agai-Pah Property contains numerous historical workings consisting of underground workings with multi-level vertical shafts, several
adits at different sub-levels, declines and a number of prospects pits that dig along structures. An existing road network provides access
to the numerous historical workings. Historical sampling on the project has revealed the presence of silver, copper, gold, lead, zinc,
barium and barite. There have been at least two periods of mining on the property, with the first in the early 1900's, and then
later in the late 1980's. The early 1900's, work consisted of excavation of at least 15 adits, 5 vertical shafts, declines
and numerous prospects pits that dig along structures.

 The
second episode of mining took place in the late 1980s when a small pit was excavated, and ore material was mined and transported approximately
2 miles to the west to a small heap leach. During this time about two kilometers of roads were built, several large trenches were completed,
and a number of shallow drill holes (12+) were drilled. All the drill holes noted during this historical work were vertical and most
were drilled in the hanging wall of the ore-bearing structures. An extensive sampling program was undertaken in early 1988, evidenced
by aluminum sample tags widely spaced in the areas of alteration. No historical data has been found from any of this historical exploration
work.

 The
Company plans to start Phase I exploration program in 2025. Phase I of the exploration program on the Agai-Pah Property, will consist
of reconnaissance prospecting, geological mapping, surface trenching, and relocating historical workings. Once completed, the Phase I
program will provide accurate modern data to assist in the planning of the Phase II exploration program. Phase II will consist of a ground-based
geophysical survey and final compilation of all the Phase I results.

 Belshazzar
Property (Exploration Phase)

 On
June 4, 2021, we 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 Corporation on the Belshazzar Property, consisting
of ten unpatented lode mining claims and seven unpatented placer mineral claim totaling 200 acres (the "Belshazzar Property").
Alan Day, the managing member of Belshazzar, is the CEO and director of the Company.

 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 December 31, 2024, the Company had recorded $80,000 in acquisition costs associated with the Belshazzar Property.

 As
of December 31, 2024, the total cost of the Belshazzar Property was $80,000, and had no plant nor equipment associated with it.

4: The Belshazzar Property, location

 The
Belshazzar Property consists of 10 unpatented mineral claims and 7 placer mineral claims in a combined area of approximately 200 acres
located in sections 17&18, T.7N, R.4E MDM situated along the upper reaches of Fall Creek within the Quartzburg mining district about
25 miles north-northeast of Boise, Idaho. The Belshazzar Property is accessed via 16 miles of mostly gravel road from Idaho City, with
year-round access. The Quartzburg district is in the western part of a larger mining region known as the Boise Basin, which produced
over 2.8 million troy ounces of gold from placer and lode mines (Anderson, 1947).

 Geology
and Mineralization

 The
Boise Basin is underlain by Cretaceous-age plutonic rocks of the Idaho Batholith, consisting chiefly of biotite granodiorite and muscovite-biotite
granite. Stocks of platonic rocks of the Eocene age, including diorite, quartz monzodiorite, hornblende-biotite granodiorite, gabbro
and biotite granite have intruded into the Idaho Batholith.

 The
Belshazzar and Mountain Chief mines are situated at opposite ends of a northeast-striking, mineralized shear zone in Cretaceous biotite
granodiorite of the Idaho Batholith. Three roughly parallel fissure veins have been identified within this shear zone, with the Belshazzar
being the central and most prominent. The Centennial vein lies 680 feet to the south and has received only a limited amount of underground
development work from the Belshazzar mine. A third vein is located approximately 600 feet to the north of the Belshazzar vein and has
seen only limited prospecting from the surface.

 The
Belshazzar Property hosts the past producing Belshazzar mine. Approximately 3,000 feet of underground workings consisting of several
adits at different levels, sub-levels with connecting vertical shafts and milling facilities. By 1914, the Belshazzar mine had its own
boarding house, bunk house, barn, assay office, blacksmith shops, sawmill and IO-stamp mill. Construction of a new mill was completed
in 1924. A 1,700-foot-long aerial tramway connected ore bins at the No. 2 portal with the mill on Fall Creek (Quinn, 1914) remains of
a tram terminal can still be seen at the No. 2 portal and at the site of the original mill (Dan Turmes, Idaho Dept. of Environmental
Quality, 2008) The last known production from the Belshazzar mine was reported in 1941 (Mitchell, 2008). Exact production figures for
the mine are not available.

 As
early as 1914, "high grade specimen rock" was being reported from the Belshazzar mine (Quinn 1914), this material was found
in the drift on the No. 3 level. A reported (Campbell,1927) "nugget" which yielded $245 in gold, equivalent at the time to
almost 12 ounces. During 1928, it was noted that "some remarkably rich segregations of native gold" had been found in a section
of the vein between the 401 and No. 3 levels. Several hand-sorted lots of this material contained between 48 and 435 ounces of gold,
and one single specimen of pure metal reportedly weighed 105 ounces (Mitchell, 2008). Some of the ore was so rich that it was shipped
directly to the assay office in Boise without treatment. Most of the specimen gold found at the Belshazzar was probably melted down,
as few specimens are known to have survived from the active mining period ending in 1931.

 In
recent years, a "waste" rock dump located near the portal of the mine's 401-foot level has, with the aid of modern
metal detectors, produced hundreds of wire gold specimens, ranging from microscopic in size to over 20 troy ounces. Total recent gold
specimen production to-date is unknown but is probably well in excess of 800 ounces of gold

 The
Company plans to start Phase I exploration program in 2025. Phase I of the exploration program on the Belshazzar Property will consist
of reconnaissance prospecting, geological mapping, surface trenching, and relocating historical workings. Once completed, the Phase I
program will provide accurate modern data to assist in the planning of the Phase II exploration program. Phase II will consist of a ground-based
geophysical survey and final compilation of all the Phase I results.

 Swales
Property (Exploration Phase)

 On
December 27, 2021, we entered into an exploration lease with 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 (the "Swales Property").

 The
term of the Swales Property Agreement commenced on December 27, 2021, and continues 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 consists of the following: (i) an initial cash payment of $20,000 to be paid within 90
days from the execution of the Belshazzar 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 remains in effect.

 The
Company has 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 will be required to pay $750,000 (the "Swales Purchase Price"). The Swales
Purchase Price can be 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, shall not be applied or credited against the Swales Purchase Price. The Company made the initial
cash payment of $20,000 on January 15, 2022, and made the first $20,000 anniversary payment on March 14, 2023. At December 31, 2023,
the Company accrued the second $20,000 anniversary payment, which was paid on February 16, 2024. At December 31, 2024, the Company accrued
the third $20,000 anniversary payment, which was paid subsequent to the year-end.

 As
of December 31, 2024, the total cost of the Swales Property was $80,000, and had no plant nor equipment associated with it.

5: The Swales Property, location

 The
Swales Property consists of 40 unpatented mining claims with a combined area of 800 acres. The Swales Property is located in section
16, T.35N, R.53E., MDM within the Carlin Trend, one of the richest mining districts in the world, and home to some of the largest gold
mines in the US. The property is approximately 13 miles northeast of Nevada Gold Mine's Gold Quarry Mine and 16 miles east southeast
of Nevada Gold Mine's Goldstrike Mine, all of which are located along the gold rich Carlin Trend. The Swales Property has excellent
year-round access and infrastructure within Elko County, one of the most pro-mining counties in the pro-mining states and one of the
highest-grade gold districts of Nevada.

 Geology
and Mineralization

 Geologically,
the Swales Property is underlain by Upper plate Ordovician Vinini Formation (upper plate of the Roberts Mountains thrust) with windows
of Lower plate Mississippian to Silurian Roberts Mountains Formation limestone (Lower plate of Roberts Mountains thrust), the ideal host
rocks for a Carlin type gold deposit. These rocks have been intruded by Tertiary rocks identified as Monzonite porphyry to the west of
the property with many prospects and historic mining. Much of the property is covered by alluvium, but silicified, iron stained jasperoids
are found throughout the property where outcrops are exposed. Small gold anomalies occur in the upper plate rocks at Swales Mountain
which suggests the possibility of more extensive deposits in the Roberts Mountains Formation where it lies concealed by gravels or in
the broken rock within the Roberts Mountains thrust.

 The
Swales Property contains numerous historical workings consisting of prospects pits that dig along structures found throughout the Swales
Property where outcrops are exposed. The Swales Property is located within the Carlin Trend, one of the richest mining districts in the
world, and home to some of the largest gold mines in the USA. There are currently eight producing gold mines within the Carlin Trend.
Collectively, these mines have to date produced over 100 million ounces of gold (Nevada Bureau of Mines 2019) and still contain more
than 21 million ounces of gold reserves. (Nevada Gold Mines, LLC Carlin Complex 2020).

 The
Company plans to start Phase I exploration program in 2025. Phase I of the exploration program on the Swales Property will consist of
reconnaissance prospecting, geological mapping, surface trenching, and relocating historical workings. Once completed, the Phase I program
will provide accurate modern data to assist in the planning of the Phase II exploration program. Phase II will consist of a ground-based
geophysical survey and final compilation of all the Phase I results.

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% production royalty
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.

 In
December of 2023, in accordance with Article 3 of the Olinghouse Agreement, we notified Target of our intent to exercise the option to
acquire the 1% production royalty on the Olinghouse Project, and on August 14, 2024, we made the final $1,500,000 option payment, based
on the amended Olinghouse Agreement, on the transfer of Royalty Deed in our name. Following the transfer of the 1% production royalty
interest, we have no further obligations under the Olinghouse Agreement.

the year ended December 31, 2024, we did not incur any expenses associated with the Olinghouse Project.

 As
of December 31, 2024, the total cost of the Olinghouse Project, was $1,740,000. We had no plant nor equipment associated with Olinghouse
Project.

6: The Olinghouse Project, location

 The
Olinghouse Project is located in sections 2, 3, 9-11, 14-23 & 27-32 T.21N., R.22 & 23E., MDM, in Washoe County approximately
30 miles east of Reno, Nevada, in the Olinghouse mining district, and consists of approximately 6000 acres of patented and unpatented
claims. The project has excellent year-round access via state roads with existing infrastructures in place.

 The
property was operated by Alta Gold in the late 1990's and completed a feasibility study in 1997. The Olinghouse Project hosts an
historic geologic resource (Alta Gold Feasibility Study 1997) based on over 600 drill holes collared at 100 ft. centers. Nevada Canyon
considers this historical estimate to be reliable and relevant, however a qualified person has not done sufficient work to classify the
estimate as a current estimate of mineral resources, and therefore it is not treating this historic estimate as current compliant mineral
resources. The Olinghouse Project's current owner, Lake Mountain Mining, LLC, is currently reviewing its financing plans for additional
exploration, required permitting, economic studies and various capital expenditures towards a production re-start decision in the near
future. A large portion of the Olinghouse Property remains relatively unexplored. The historical mineralized resource is open at depth
and along strike. The Olinghouse Project has excellent potential to increase the current gold resources in excess of 1M ounces.

 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% net smelter returns royalty ("NSR") on the Palmetto Project (the "Palmetto Project"), located
in Esmeralda County, Nevada. Alan Day, the Company's is also a director of Smooth Rock.

 To
acquire the 2% NSR on the Palmetto Project, Nevada Canyon agreed to pay Smooth Rock a one-time cash payment of $350,000, which was paid
on February 7, 2022.

 As
of December 31, 2024, the total cost of the Palmetto Project, was $350,000. The Company did not have any plant nor equipment associated
with Palmetto Project.

7: The Palmetto Project, location

 The
Palmetto Project, consists of 116 unpatented mining claims totaling 2,217 acres located in sections 7-9 & 17-21, T1S, R34E., MDM
within Esmeralda County, Nevada, in the southern portion of the Walker Lane gold trend.

 The
Palmetto Project hosts an historic geologic resource completed by the Palmetto Project's owner, Smooth Rock Ventures Corp ("Smooth
Rock"). Smooth Rock engaged WSP Canada Inc. ("WSP") to complete a resource estimation of the Palmetto Project (Palmetto
Resource Estimation and Technical Report, McCracken, October 20, 2020) using drill data up to October 2017 and applying certain economic
constraints. The current mineral resource statement was updated by WSP to reflect a change in gold pricing and an adjustment in the mining
costs in the generation of the constraining pit shells.

Canyon considers this historical estimate to be reliable and relevant, however, it was not prepared in accordance with Item 1300 of Regulation
S-K, and therefore it is not treating this historic estimate as current compliant mineral resources.

 The
Palmetto Project has had significant exploration work completed to date by Newmont Gold, Phelps Dodge Corp, Cambior Inc., Romarco Minerals,
Curran Corp., Amselco Minerals, Escape Gold Group Inc., and most recently by ML Gold Corp. To date, 173 drill holes totaling 43,940 meters
have been completed on several targets within the Palmetto Project. The initial "Discovery Hole" was drilled by Phelps Dodge
in 1988, and bonanza gold-silver veins were subsequently drilled by Romarco Minerals in 1997-2002.

 There
are several additional mineralized zones hosting significant grades within close proximity to the inferred resource zones. These zones
have yet to be included in the resource estimate due to drilling density. Smooth Rock sees these areas having immediate potential to
significantly increase the overall resource on the Palmetto Project by increasing the drilling density between mineralized shells. Evidence
suggests that there is significant potential to expand the resource in multiple directions.

 On
February 22, 2021, Smooth Rock commenced an initial four-hole diamond drill program. The program was designed to expand the current resource
by drilling the mineralized zones laterally and at depth, to extend the present known mineralization. Drilling also targeted the high-grade
feeder chutes contained in deformation corridors, paralleling the main structural trends, and explored other areas of the Palmetto Project
outside of the inferred resource area.

 Highlights
included drill hole SRV 21-01 returning 31.4 g/t Au over 6.5 meters, including 44.3g/t Au over 0.8 meters, and 122.5 g/t Au over 1.1
meters from a depth of approximately 85 meters. Drill hole SRV 21-02 returned 1.73 g/t Au over 2.8 meters, at a depth starting at 102.4
meters.

 The
2021 drill results align with Smooth Rock's interpreted geological model, based on the compilation of all historical data from
previous drilling and exploration programs. The information from the compilation and interpretation of the 2021 drill program greatly
aided in acceleration of drilling, geological mapping and understanding of the gold mineralization at the Palmetto Project.

 In
May 2022, Smooth Rock began a drill program, which was designed to expand the current resource by extending the known mineralized zones
laterally and at depth. Drilling targeted the high-grade feeder chutes and explored other areas of the project outside of the inferred
resource area. The drill program was hampered by drill rig breakdowns, extensive technical drilling issues with ground water, loose broken
ground, and the inability of the drill crew to successfully mud any of the holes in order to reach the drill holes' targeted depths.
A total of seven holes were drilled, with none of the seven holes achieving their targeted depths, two of the seven holes drilled were
abandoned before hitting bedrock. Consequently, the Smooth Rock ended the drill program early with only a total drilled footage of 2,095
feet (638.5m) of a planned 5,000-7,500-foot drill program.

 The
highlights of the 2022 drill program included the drill hole SRV 22-09, which returned 10.98 g/t Au over 9.2 meters, from a depth of
88.4 meters, including 18.87 g/t Au over 4.6 meters, from a depth of 89.9 meters. This drill hole was drilled over 32 meters west northwest
of drill hole SRV 21-01, demonstrating the continuity and flat lying nature of the gold mineralization.

 Smooth
Rock is planning a follow up drill program with a suitable drilling contractor, however, due to challenging market conditions, Smooth
Rock decided to postpone the program to allow for improved overall market conditions, which will enable Smooth Rock to secure additional
financing.

 Lapon
Canyon Project (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 Walker River Resources Corp., to acquire a 2% NSR on the Lapon Canyon Project, (the "Lapon Canyon
Project") for a one-time cash payment of $300,000.

8: The Lapon Canyon Project, location

 The
Lapon Canyon Project consists of 96 unpatented lode mining claims administered by the Bureau of Land Management, totaling 1920 acres
located in sections 20&21, T8N, R28E., MDM identified as the Sleeper and Lapon Rose claim groups situated in Mineral County, Nevada,
within the northern portion of the Walker Lane gold trend. The Project is easily accessible by secondary state roads from the main highway
and is located approximately 45 miles southeast of Yerington, Nevada.

 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 a total of $25,000 for a 1% NSR on 36 Sleeper claims.

 As
of December 31, 2024, the total cost of the Lapon Canyon Project was $325,000. The Company did not have any plant nor equipment associated
with Lapon Canyon Project.

 Pikes
Peak Project (Exploration Phase)

 On
June 12, 2024, we acquired a 2% NSR on the Pikes Peak Project (the "Pikes Peak Project") from Walker River, who owns a 100%
undivided interest in the Pikes Peak Project, which was acquired by Walker River in 2019 through staking an additional 36 claims in vicinity
of its Lapon Canyon Project.

9: The Pikes Peak Project, location

 The
Pikes Peak Project consists of 36 unpatented lode mining claims administered by the Bureau of Land Management, totaling 720 acres located
in section 4, T8N, R28E., MDM, situated in Mineral County, Nevada, within the northern portion of the Walker Lane gold trend. The Project
is easily accessible by secondary state roads from the main highway and is located approximately 40 miles southeast of Yerington, Nevada
To acquire the NSR on Pikes Peak Project we made a one-time cash payment of $150,000.

 As
of December 31, 2024, the total cost of the Pikes Peak Project was $150,000. The Company did not have any plant nor equipment associated
with the Pikes Peak Project.

 Due
to the proximity of the Lapon Canyon and Pikes Peak Projects, Walker River considers them as one project and therefore exploration programs
combine information on both these projects.

Program

 2020-21
Exploration Program

 In
late 2020 Walker River completed a ten-hole reverse circulation ("RC") drill program which was halted at the New Year'
break. During the first quarter of its 2021 fiscal year, Walker River resumed the drill program, and announced drill results from the
2020/21 RC drill program in the second quarter of its 2021 fiscal year. Drill hole LC 21-65 returned 3.45 grams per tonne of gold ("Au")
over 30.5 metres from a depth of 33.5 metres. This was a significant hole as it was drilled approximately 150 metres from the nearest
intercept. It also included a higher-grade intercept of 9.65 grams per tonne Au over 1.5 metres, which appears to be on strike with the
high-grade corridor located approximately 500 metres to the west. Drill hole LC 21-61 returned 1.22 grams per tonne Au over 7.6 metres
from surface. This hole was significant as it demonstrated mineralization in granite. Highlights from previous 2021 drill results from
the Lapon Gold Project include Drill hole LC21-58 returned 9.45 g/t Au over 16.8 meters, at a depth of approximately 15 meters. LC21-57
returned 1.02 g/t Au over 24.4 meters, and 2.12 g/t Au over 9.2 meters, at depths starting at approximately 9 meters. LC20-53 returned
1.04 g/t Au over 59.5 meters, at a depth starting at 7.6 meters. LC20-50 returned 1.42 g/t Au over 13.7, at a depth of starting at 12
meters.

December 2021, Walker River completed regional geological surveys on some of the remote portions of the Lapon Gold Project.

 2022
Exploration Program

 On
March 31, 2022, Walker River received drill results from the late 2021 RC drill program. Drill results confirmed the discovery of a new
high-grade gold-mineralized zone, now called the Hotspot area. LC 21-80 returned 7.62 grams per tonne gold over 48.8 metres, including
77.16 g/t Au over 4.5 metres. LC 21-81 returned 5.68 g/t Au over 60.9 metres, including, 17.76 g/t Au over 18.3 metres, and 99.7 g/t
Au over 1.5 metres. LC 21-82 returned 1.84 g/t Au over 122 metres, including 8.61 g/t Au over 9.2 metres, and 4.28 g/t Au over 47.3 metres,
the latter two results being in granite. The hole ended in gold mineralization at 122 metres.

 In
September 2022, Walker River restarted its RC drilling program at the Pikes Peak portion of the Lapon Project. A seven-to-ten-hole program
was planned. On November 3, 2022, Walker River provided an update on its RC drill program at the Lapon Gold Project. A total of 17 drill
holes were completed, and sample preparation of the drill holes has been finalized, with over 1300 samples submitted to certified laboratory
facilities in Sparks, NV.

 2023
Exploration Program

 On
February 1, 2023, Walker River announced drill results from the late 2022 RC drill program:

 RC
Drill hole LC 22-92 returned 1.65 g/t Au over 97.6 meters at a depth of 24.4 meters including 26.95 g/t Au over 3 meters from a depth
of 57.9 meters. RC Drill hole LC 22-94 returned 1.10 g/t Au over 73.2 meters at a depth of 32 meters. RC Drill hole LC 22-93 returned
1.25 g/t Au over 24.4 meters at a depth of 39.6 meters. RC Drill hole LC 22-91 returned 1.05 g/t Au over 35.5 meters at a depth of 27.4
meters.

 2024
RC Drill Program

 In
September of 2024 Walker River announced results of its Reverse Circulation (" RC ") drill program at the Lapon Gold
Project. Key highlights included:

 Drill
 hole LC-24-100 returned 4.5 g/t Au over 56.5 meters at a depth of 65.5 meters, including
 an intercept of 20.3 g/t Au over 4.8 metres. The hole was terminated in gold mineralization
 returning 4.42 g/t Au over 7.7 meters from 114.3 to the end of the hole at 122 meters

 Drill
 hole LC-24-99 returned 1.17 g/t Au over 73.1 metres starting at a depth of 6.1 metres. This
 interval included an intercept of 6.9 g/t Au over 6.0 metres

 The
 assay results demonstrate the robust nature and continuity of the gold mineralized alteration
 zone at Hotspot, extending the zone from its initial discovery approximately 125 metres laterally
 east from the and to a depth of 100 m

 Previous
 and current drilling results continue to define a sub to horizontal geometry of the gold
 system. High-grade shoots may have developed within the broader mineralized domains.

 Drilling
 at the Hotspot Zone is carried out in different directions (azimuths) from the same drill
 pad, with systematic drilling on section with pads placed at every 30 to 60 meters or so,
 with up to five holes per pad.

 Drilling
 at Lapon Canyon is on-going, with additional results expected from the Central and Hotspot
 Zones

 Quality
Assurance (QA/QC)

the year ended December 31, 2024, there have been no exploration or drilling samples collected by the Company, and as such, there are
no preparation, analysis, or security details to describe. However, once the exploration programs commence, the Company plans to implement
a quality control program to comply with industry best practices for sampling, chain of custody and analyses, including the following:

 Certified
 gold reference standards, blanks and duplicates will be inserted at the core processing site as part of the QA/QC program in addition
 to the control samples inserted by the lab.

 Samples
 will be prepared and analyzed by a reputable laboratory in the state of Nevada.

 Samples
 analyzed for gold will use Fire Assay-AA techniques, with samples returning over 10 g/t gold analyzed using Fire Assay-Gravimetric
 methods.

 Selected
 samples will be also analyzed with a standard 1 kg metallic screen fire assay.

 Competition

 The
mineral exploration business is an extremely competitive industry. We are competing with many other exploration companies looking for
minerals. We are one of the smallest exploration companies and a very small participant in the mineral exploration business. Being a
junior mineral exploration company, we compete with other similar companies for financing and joint venture partners, and for resources
such as professional geologists, camp staff, helicopters, and mineral exploration contractors and supplies. We do not represent a competitive
presence in the industry.

 Raw
Materials

 The
raw materials for our exploration programs include camp equipment, hand exploration tools, sample bags, first aid supplies, groceries,
and propane. All of these types of materials are readily available from a variety of local suppliers.

 Dependence
on Customers

 As
a junior royalty, streaming and exploration company, we have no customers.

 Trademarks
and Patents

 We
have no intellectual property such as patents or trademarks and, other than the obligations under the exploration lease agreements for
our mineral claims and the Royalty Agreements as discussed in the Business Description section of this Annual Report, no royalty agreements
or labor contracts.

 Need
for Any Government Approval of Principal Products or Services

 Our
exploration activities on our exploration projects may require permits from the BLM and several other governmental agencies. We may be
unable to obtain these permits in a timely manner, on reasonable terms, or at all. If we cannot obtain or maintain the necessary permits,
or if there is a delay in receiving these permits, our timetable and business plan for exploration of our exploration claims will be
adversely affected. Furthermore, the mining business is subject to various levels of government controls and regulations, which are supplemented
and revised from time to time. We cannot predict what additional legislation or revisions might be proposed that could affect our business
or when any proposals, if enacted, might become effective. Such changes, however, could require more operating capital and expenditures
and could prevent or delay some of our operations.

 The
various levels of government controls and regulations address, among other things, the environmental impact of mining and mineral processing
operations. For mining and processing, legislation and regulations in various jurisdictions establish performance standards, air and
water quality emission standards and other design or operational requirements for various components of operations, including health
and safety standards. Legislation and regulations also establish requirements for decommissioning, reclaiming and rehabilitating mining
properties following the cessation of operations, and may require that some former mining properties be managed for long periods of time.
As we are not mining or processing, and are unlikely to do so for some years, we have not investigated these regulations.

 None
of the exploration work that we have completed to date requires an environmental permit, however, we must ensure timely repair of any
damage done to the land during exploration.

 We
believe that we are in substantial compliance with all material government controls and regulations on the Lazy Claims Property and on
the Loman Property.

 Research
and Development

 We
have not spent any money on research and development activities.

 Employees

 At
the present time, we do not have any employees other than our officers who devote their time as needed to our business and expect to
continue devoting approximately 10 hours per week in 2025.

 Legal
Proceedings

 From
time to time, we may be involved in litigation relating to claims arising out of our operations in the normal course of business. We
are not involved in any legal proceedings nor are we aware of any pending or threatened litigation against us. Neither our officers nor
our directors are party to any legal proceeding or litigation. None of our directors or our officers have been convicted of a felony
or misdemeanor relating to securities or performance in a corporate office.

 Item
1A. Risk Factors

 We
are subject to those financial risks generally associated with early-stage enterprises. Since we have sustained losses since inception,
we will require financing to fund our development activities and to support our operations and will independently seek additional financing.
However, we may be unable to obtain such financing. We are also subject to risk factors specific to our business strategy and the mining
and exploration industry.

 RISKS
ASSOCIATED WITH OUR COMPANY AND INDUSTRY

 The
following are certain risk factors that could affect our business, financial position, results of operations or cash flows. These risk
factors should be considered along with the forward-looking statements contained in this Annual Report on Form 10-K because these factors
could cause our actual results or financial condition to differ materially from those projected in forward-looking statements. The following
discussion is not an all-inclusive listing of risks, although we believe these are the more material risks that we face. If any of the
following occur, our business, financial position, results of operations or cash flows could be negatively affected. We caution the reader
to keep these risk factors in mind and refrain from attributing undue certainty to any forward-looking statements, which speak only as
of the date of this Annual Report.

 We
own passive interests in mining properties, and it is difficult if not impossible for us to ensure properties are developed or operated
in our best interest.

 Aside
from properties controlled within our exploration project accelerator, we are not and will not be directly involved in the exploration,
development, and production of minerals from, or the continued operation of, the mineral projects underlying royalties, streams and similar
interests that are or may be held by us. The exploration, development and operation of such properties is determined and carried out
by third party owners and operators and any revenue that may be derived from our asset portfolio will be based on any production by such
owners and operators. Third party owners and operators will generally have the power to determine the manner in which the properties
are exploited, including decisions regarding feasibility, exploration and development of such properties or decisions to commence, continue
or reduce, or suspend or discontinue production from a property.

 The
interests of third-party owners and operators and our interests may not always be aligned. As an example, it will usually be in our interest
to advance development and production on properties as rapidly as possible, in order to maximize near-term cash flow, while third party
owners and operators may take a more cautious approach to development, as they are exposed to risk on the cost of exploration, development
and operations. Likewise, it may be in the interest of owners and operators to invest in the development of, and emphasize production
from, projects or areas of a project that are not subject to royalties, streams or similar interests that are or may be held by us.

 Our
inability to control or influence the exploration, development, or operations for the properties in which we hold or may hold royalties,
streams and similar interests may have a material adverse effect on our business, results of operations and financial condition. In addition,
the owners or operators may take action contrary to our policies or objectives; be unable or unwilling to fulfill their obligations under
their agreements with us; or experience financial, operational, or other difficulties, including insolvency, which could limit the owner
or operator's ability to advance such properties or perform its obligations under arrangements with us.

 We
may not be entitled to any compensation if the properties in which we hold or may hold royalties, streams and similar interests discontinue
exploration, development or operations on a temporary or permanent basis.

 The
owners or operators of the projects in which we hold interests may, from time to time, announce transactions, including the sale or transfer
of the projects or of the operator itself, over which we have little or no control. If such transactions are completed, it may result
in a new operator, which may or may not explore, develop or operate the project in a similar manner to the current operator, which may
have a material adverse effect on our business, results of operations and financial condition. The effect of any such transaction on
us may be difficult or impossible to predict.

 None
of our royalty and other interests are on currently producing properties and these and any future royalty, streaming or similar interests
we acquire, particularly on development stage properties, are subject to the risk that they may never achieve production.

 None
of the properties underlying our royalty and other interests are in production nor do they have established mineral reserves. These and
any future royalty, streaming or similar interests we acquire may not achieve production or produce any revenues. While the discovery
of gold deposits may result in substantial rewards, few properties that are explored are ultimately developed into producing mines. Major
expenditures may be required to locate and establish mineral reserves, to develop metallurgical processes and to construct mining and
processing facilities at a particular site. It is impossible to ensure that exploration or development programs planned by the owners
or operators of the properties underlying royalties, streams and similar interests that are or may be held by us will result in profitable
commercial mining operations. Whether a mineral deposit will be commercially viable depends on several factors, including cash costs
associated with extraction and processing; the particular attributes of the deposit, such as size, grade and proximity to infrastructure;
mineral prices, which are highly cyclical; government regulations, including regulations relating to prices, taxes, royalties, land tenure,
land use and environmental protection; and political stability. The exact effect of these factors cannot be accurately predicted but
the combination of these factors may result in one or more of the properties underlying our current or future interests not receiving
an adequate return on invested capital. Accordingly, there can be no assurance the properties underlying our current or future interests
will be brought into a state of commercial production.

 The
failure of any of the properties underlying our interests to achieve production on schedule or at all would have a material adverse effect
on our asset carrying values or the other benefits we expect to realize from our royalties and other interests or the acquisition of
royalty interests, and potentially our business, results of operations, cash flows and financial condition.

 We
have limited or no access to data or the operations underlying our existing or future royalty and other interests.

 We
are not, and will not be, the owner or operator of any such properties underlying our existing or future royalties, streams and similar
interests and have no input in the exploration, development, or operation of such properties. Consequently, we have limited or no access
to related exploration, development, or operational data or to the properties themselves. This could affect our ability to assess the
value of such interests. This could also result in delays in cash flow from that anticipated by us, based on the stage of development
of the properties underlying our existing or future royalties and similar interests. Our entitlement to payments in relation to such
interests may be calculated by the royalty payors in a manner different from our projections and we may not have rights of audit with
respect to such interests. In addition, some royalties, streams, or similar interests may be subject to confidentiality arrangements
that govern the disclosure of information with regard to such interests and, as a result, we may not be in a position to publicly disclose
related non-public information. The limited access to data and disclosure regarding the exploration, development, and production of minerals
from, or the continued operation of, the properties in which we have an interest may restrict our ability to assess value, which may
have a material adverse effect on our business, results of operations and financial condition. We attempt to mitigate this risk by building
relationships with various owners, operators, and counterparties, in order to encourage information sharing which we believe increases
transparency.

 We
are subject to many of the risks faced by the owners and operators of our existing or future royalty and other interests.

 To
the extent that they relate to the exploration, development, and production of minerals from, or the continued operation of, the properties
in which we hold or may hold royalties, streams or similar interests, we will be subject to the risk factors applicable to the owners
and operators of such mines or projects.

exploration, development and production generally involves a high degree of risk. Such operations are subject to all of the hazards and
risks normally encountered in the exploration, development and production of metals, including weather related events, unusual and unexpected
geology formations, seismic activity, environmental hazards and the discharge of toxic chemicals, explosions and other conditions involved
in the drilling, blasting and removal of material, any of which could result in damage to, or destruction of, mines and other producing
facilities, damage to property, injury or loss of life, environmental damage, work stoppages, delays in exploration, development and
production, increased production costs and possible legal liability. Any of these hazards and risks and other acts of God could shut
down such activities temporarily or permanently. Mineral exploration, development and production is subject to hazards such as equipment
failure or failure of retaining dams around tailings disposal areas, which may result in environmental pollution and consequent liability
for the owners or operators thereof. The exploration for, and development, mining, and processing of mineral deposits involves significant
risks that even a combination of careful evaluation, experience and knowledge may not eliminate.

 We
may fund future acquisitions or other material transactions with equity or debt financings which could increase our debt service, further
leverage our assets and/or result in dilution to existing shareholders.

 In
the ordinary course of business, we engage in a continual review of opportunities to acquire royalties, streams, or similar interests,
to establish new royalties, streams or similar interests on operating mines, to create new royalties, streams or similar interests through
financing mine development or exploration, or to acquire companies that hold royalty interests. We currently, and generally at any time,
have acquisition opportunities in various stages of active review, including, for example, our engagement of consultants and advisors
to analyze particular opportunities, analysis of technical, financial, legal and other confidential information, submission of indications
of interest and term sheets, participation in preliminary discussions and negotiations and involvement as a bidder in competitive processes.
We may consider obtaining debt commitments for acquisition financing. In the event that we choose to raise debt capital to finance any
acquisition, our leverage may be increased. We may also issue common shares to fund acquisitions. Issuances of common shares could dilute
existing shareholders and may reduce some or all of our per share financial measures.

 Any
such acquisition could be material to us. All transactions include risks associated with our ability to negotiate acceptable terms with
counterparties. In addition, any such acquisition or other transaction may have other transaction-specific risks associated with it,
including risks related to the completion of the transaction, the project, its operators, or the jurisdictions in which the project is
located, and other risks discussed in this Annual Report on Form 10-K. There can be no assurance that any acquisitions completed will
ultimately benefit us.

 The
volatility in gold and other commodity prices may have an adverse impact on the value of our royalty interests.

 The
value of our royalty interests and the potential future development of the projects underlying our interests are directly related to
the market price of gold and other commodity prices. Market prices may fluctuate widely and are affected by numerous factors beyond our
control or that of any mining company, including metal supply, industrial and jewelry fabrication, investment demand, central banking
economic policy, expectations with respect to the rate of inflation, the relative strength of the dollar and other currencies, interest
rates, gold purchases, sales and loans by central banks, forward sales by metal producers, global or regional political, trade, economic
or banking conditions, and a number of other factors.

 Volatility
in gold prices is demonstrated by its annual high and low prices over the past decade as reported by the London Bullion Market Association:

 Gold

 ($/ounce)

 Calendar Year

 High

 Low

 2014 - 2015

 $
 1,385

 $
 1,049

 2016 - 2017

 $
 1,366

 $
 1,077

 2018 - 2019

 $
 1,355

 $
 1,178

 2019 - 2020

 $
 1,536

 $
 1,287

 2020 - 2021

 $
 2,067

 $
 1,472

 2021 - 2022

 $
 2,039

 $
 1,629

 2022 - 2023

 $
 2,078

 $
 1,809

 2023 - 2024

 $
 2,786

 $
 1,992

 Declines
in market prices could cause an operator to cease or slowdown exploration and development activities, reduce, suspend, or terminate production
from an operating project or construction work at a development project which would negatively impact our ability to obtain revenues
from our interests in the future. A price decline may result in a material and adverse effect on our business, results of operations
and financial condition.

 Our
future growth is to a large extent dependent on our acquisition strategy and our ability to identify and negotiate the purchase of additional
assets.

 As
part of our business strategy, we will seek to purchase or otherwise acquire gold and other precious metal royalties, streams or similar
interests from third party natural resource companies and others. In pursuit of such opportunities, we may fail to select appropriate
acquisition targets or negotiate acceptable arrangements, including arrangements to finance acquisitions. There can be no assurance that
we will be able to identify and complete any acquisition, transaction, or business arrangement that we pursue on favorable terms or at
all, or that any acquisition, transaction or business arrangement completed will ultimately benefit us.

 If
we are unable to continually identify and acquire additional assets on terms that are favorable to us, our business, results of operations
and financial condition may be materially adversely affected.

 Our
operating results and ability to generate revenue could be adversely impacted if we experience challenges with our existing assets, including
our royalty interests.

 Problems
concerning the existence, validity, enforceability, terms or geographic extent of our royalty interests could adversely affect our business
and revenues, and our interests may similarly be materially and adversely impacted by change of control, bankruptcy or the insolvency
of operators.

 Defects
in or disputes relating to the royalty interests we hold or acquire may prevent us from realizing the anticipated benefits from these
interests and could have a material adverse effect on our business, results of operations, cash flows and financial condition. Material
changes could also occur that may adversely affect management's estimate of the carrying value of our royalty interests and could
result in impairment charges. While we seek to confirm the existence, validity, enforceability, terms and geographic extent of the royalty
interests we acquire, there can be no assurance that disputes or other problems concerning these and other matters or other problems
will not arise. Confirming these matters is complex and is subject to the application of the laws of each jurisdiction to the particular
circumstances of each parcel of mining property and to the agreement reflecting the royalty interest. Similarly, in many jurisdictions,
royalty interests are contractual in nature, rather than interests in land, and therefore may be subject to risks resulting from change
of control, bankruptcy or insolvency of operators, and our royalty interests could be materially restricted or set aside through judicial
or administrative proceedings. We often do not have the protection of security interests that could help us recover all or part of our
investment in a royalty interest in the event of an operator's bankruptcy or insolvency.

 Operators
may interpret our existing or future royalty or other interests in a manner adverse to us or otherwise may not abide by their contractual
obligations, and we could be forced to take legal action to enforce our contractual rights.

interests are generally subject to uncertainties and complexities arising from the application of contract and property laws in the jurisdictions
where the mining projects are located. Operators and other parties to the agreements governing our existing or future royalty or other
interests may interpret our interests in a manner adverse to us or otherwise may not abide by their contractual obligations, and we could
be forced to take legal action to enforce our contractual rights. We may or may not be successful in enforcing our contractual rights,
and our revenues relating to any challenged royalty interests may be delayed, curtailed or eliminated during the pendency of any such
dispute or in the event our position is not upheld, which could have a material adverse effect on our business, results of operations,
cash flows and financial condition. Disputes could arise challenging, among other things, methods for calculating the royalty interest,
various rights of the operator or third parties in or to the royalty interest or the underlying property, the obligations of a current
or former operator to make payments on royalty interests, and various defects or ambiguities in the agreement governing a royalty interest.

 We
depend on the services of our Chief Executive Officer, Chief Financial Officer, management, and other key employees; the loss of any
key employee coupled with an inability to replace the key employee could harm our operating results.

 We
believe that our success depends on the continued service of our key executive management personnel. We are entirely dependent on the
efforts of Alan Day, our CEO, and director, and Jeffrey Cocks, our CFO and director. The loss of services of key members of
management or other key employees could disrupt the conduct of our business and jeopardize our ability to maintain our competitive position
in the industry. From time to time, we may also need to identify and retain additional skilled management and specialized technical personnel
to efficiently operate our business. The number of persons skilled in the acquisition, exploration and development of royalty interests
is limited and there is competition for such persons. Recruiting and retaining qualified executive management and other key employees
is critical to our success and there can be no assurance of such success. If we are not successful in attracting and retaining qualified
personnel, our ability to execute our business model and growth strategy could be affected, which could have a material adverse effect
on our business, results of operations, cash flows and financial condition.

 Certain
of our directors and officers also serve as directors and officers of other companies in the mining sector, which may cause them to have
conflicts of interest.

 Certain
of our directors and officers also serve as directors and officers of, or have significant shareholdings in, other companies involved
in natural resources investment, exploration, development and production and, to the extent that such other companies may engage in transactions
or participate in the same ventures in which we participate, or in transactions or ventures in which we may seek to participate, they
may have a conflict of interest in negotiating and concluding terms with respect to such participation. In cases where our directors
and officers have an interest in other companies, such other companies may also compete with us for the acquisition of royalties, streams
or similar interests. Such potential conflicts of interests of our directors and officers may have a material adverse effect on our business,
results of operations and financial condition.

 Our
limited operating history makes our business prospects extremely speculative.

Canyon is an exploration company and has no history of operations, mining or refining mineral products. As such, we are subject to many
risks common to such enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial and
other resources and lack of revenues. There is no assurance that we will be successful in achieving a return on an investment for investors
in the Common Shares and Nevada Canyon's likelihood of success must be considered in light of its early stage of operations.

 There
can be no assurance that our properties or any property we may obtain in the future will be successfully placed into production, produce
minerals in commercial quantities or otherwise generate operating earnings. Advancing projects from the exploration stage into development
and commercial production requires significant capital and time and will be subject to the successful completion of further technical
studies, permitting requirements and the construction of mines, processing plants, roads and related works and infrastructure. We will
continue to incur losses until mining-related operations successfully reach commercial production levels and generate sufficient revenue
to fund continuing operations.

 We
will likely need additional capital in order to finance our business plans and there is no guarantee we will have access to that capital
on favorable terms, or at all.

 Part
of our business plan is to focus on exploring for minerals and we intend to use our working capital to carry out such exploration. Other
than the current cash, and our investment in WRR shares, we have no secured source of financing, including, but not limited to, operating
cash flow and no assurance that acceptable additional funding will be available to us for the further exploration and development of
our projects. We have incurred net losses in the past and likely will incur losses in the future and will continue to incur losses until
and unless we can derive sufficient revenues from our mineral projects. These conditions, including other factors described herein, create
a material uncertainty regarding our ability to continue as a going concern.

 It
is likely that the development and exploration of our assets will require substantial additional financing. Further exploration and development
of our assets and/or other properties acquired by us may be dependent upon our ability to obtain acceptable financing through equity
or debt, and there can be no assurance that we will be able to obtain adequate financing in the future or that the terms of such financing
will be acceptable. Failure to obtain such additional financing could result in the delay or indefinite postponement of further exploration
and development of our projects and we may become unable to carry out our business objectives.

 We
currently rely on only a limited number of properties and our inability to increase and diversify our assets could harm our operating
results.

 Our
material property interests consist of the Loman Property, the Swales Property and the Agai-Pah Property all of which are located in
Nevada and the Belshazzar Property which is located in Idaho. As a result, unless we acquire additional property interests and diversify
our asset base, any adverse developments affecting these properties would have a material adverse effect upon us and would materially
and adversely affect the potential mineral resource production, profitability, financial performance and results of our operations. While
we may seek to acquire additional mineral properties in accordance with our business objectives, there can be no assurance that we will
be able to identify suitable additional mineral properties or, if we do identify suitable properties, that we will have sufficient financial
resources to acquire such properties or that such properties will be available on terms acceptable to us or at all and that we will be
able to successfully develop such properties and bring such properties into commercial production.

 The
properties in which we hold interests are all in the early stages of exploration and development and, as such, they may never produce
sufficient income to be profitable to us.

 We
are a junior exploration company focused primarily on the acquisition, exploration and development of mineral properties located in Nevada.
Our properties have no established mineral reserves due to the early stage of exploration at this time. Any reference to potential quantities
and/or grade is conceptual in nature, as there has been insufficient exploration to define any mineral resource and it is uncertain if
further exploration will result in the determination of any mineral resource. Quantities and/or grade described in this Annual Report
should not be interpreted as assurances of a potential resource or reserve, or of potential future mine life or of the profitability
of future operations.

 The
exploration and development of mineral deposits involves a high degree of financial risk over a significant period of time. Few properties
that are explored are ultimately developed into producing mines and there is no assurance that any of our projects can be mined profitably.
Substantial expenditures are required to establish mineral resources and reserves through drilling, to develop metallurgical processes
to extract the metal from the ore and in the case of new properties, to develop the mining and processing facilities and infrastructure
at any site chosen for mining. It is impossible to ensure that our current exploration and development programs will result in profitable
commercial mining operations. Our profitability will be, in part, directly related to the cost and success of its exploration and development
programs, which may be affected by a number of factors. Substantial expenditures are required to establish mineral resources and reserves
that are sufficient to support commercial mining operations and to construct, complete and install mining and processing facilities on
those properties that are actually developed.

 No
assurance can be given that any particular level of recovery of minerals will be realized or that any potential quantities and/or grade
will ever qualify as a mineral resource or reserve, or that any such mineral resource or reserve will ever qualify as a commercially
mineable (or viable) deposit which can be legally and economically exploited.

 Where
expenditures on a property have not led to the discovery of mineral resources or reserves, incurred expenditures will generally not be
recoverable.

 LAND
TITLE AND ROYALTY RISKS

 There
are many uncertainties, including, but not limited to, title matters; as a result, any defects in title could cause us to lose certain
rights in the properties we own.

 There
are uncertainties as to title matters in the mining industry. Any defects in title could cause us to lose rights in our mineral properties
and jeopardize our business operations. Our mineral property interests currently consist of unpatented mining claims located on lands
administered by the United States' Department of Interior's Bureau of Land Management (the "BLM"), Nevada State
Office to which we only have possessory title. Because title to unpatented mining claims is subject to inherent uncertainties, it is
difficult to determine conclusively the ownership of such claims. These uncertainties relate to such things as sufficiency of mineral
discovery, proper location and posting and marking of boundaries, proper and timely payment of annual BLM claim maintenance fees, the
existence and terms of royalties, and possible conflicts with other claims not determinable from descriptions of record.

 The
present status of our unpatented mining claims located on public lands allows us the right to mine and remove valuable minerals, such
as precious and base metals, from the claims conditioned upon applicable environmental reviews and permitting programs. We are also allowed
to use the surface of the land solely for purposes related to mining and processing the mineral-bearing ores. However, legal ownership
of the land remains with the United States. We remain at risk that the mining claims may be forfeited either to the United States or
to rival private claimants due to failure to comply with statutory requirements. Prior to 1993, a mining claim locator who was able to
prove the discovery of valuable, locatable minerals on a mining claim, and to meet all other applicable federal and state requirements
and procedures pertaining to the location and maintenance of federal unpatented mining claims, had the right to prosecute a patent application
to secure fee title to the mining claim from the federal government. The right to pursue a patent, however, has been subject to a moratorium
since October 1993, through federal legislation restricting the BLM from accepting any new mineral patent applications. If we do not
obtain fee title to our unpatented mining claims, there can be no assurance that we will be able to obtain compensation in connection
with the forfeiture of such claims.

 Pending
federal legislation may materially curtail or in some cases eliminate certain rights we have in our assets.

 In
recent years, members of the United States Congress have repeatedly introduced bills which would supplant or alter the provisions of
the General Mining Act of 1872, a United States federal law that authorizes and governs prospecting and mining for economic minerals,
such as gold, platinum, and silver, on federal public lands. Such bills have proposed, among other things, to either eliminate the right
to a mineral patent, impose a federal royalty on production from unpatented mining claims, render certain federal lands unavailable for
the location of unpatented mining claims, afford greater public involvement in the mine permitting process, provide for citizen suits,
and impose new and stringent environmental operating standards and mined land reclamation requirements in addition to those already in
effect. Such proposed legislation could change the cost of holding unpatented mining claims and could significantly impact our ability
to develop mineralized material on unpatented mining claims. Currently, all of our mining claims are on unpatented claims. Although we
cannot predict what legislative changes might occur, the enactment of these proposed bills could adversely affect the potential for development
of our mining claims, the economics of any mines that we bring into operation on federal unpatented mining claims, and as a result, adversely
affect our financial performance.

 Challenges
to our mineral property interests may have adverse effects on assets including, but not limited to, a reduction in our interest, diverting
valuable resources and management time, and a requirement that we compensate other persons.

 There
may be challenges to title to the mineral properties in which we hold a material interest. If there are title defects with respect to
any properties, we might be required to compensate other persons or to reduce our interest in the affected property. Furthermore, in
any such case, the investigation and resolution of these issues would divert our management's time from ongoing exploration and
development programs. Title insurance generally is not available for mining claims in the U.S. and our ability to ensure that we have
obtained secure claim to individual mineral properties may be limited. We may be subject to prior unregistered liens, agreements, transfers
or claims, including native land claims and title may be affected by, among other things, undetected defects. In addition, we may be
unable to operate the properties as permitted or to enforce our rights with respect to our properties. The failure to comply with all
applicable laws and regulations, including a failure to pay taxes or annual BLM claim maintenance fees may invalidate title to portions
of our properties. We may incur significant costs related to defending the title to our properties. A successful claim contesting title
to a property may cause us to compensate other persons, or to reduce our interest in the affected property or to lose our rights to explore
and, if warranted, develop that property. This could result in us not being compensated for our prior expenditures relating to the property.
Also, in any such case, the investigation and resolution of title issues would divert management's time from ongoing exploration
and, if warranted, development programs.

 We
could face expensive and time-consuming challenges related to defects in title.

 The
ownership and validity or title of unpatented mining claims and concessions can at times be uncertain and may be contested. We also may
not have, or may not be able to obtain, all necessary surface rights to develop a property. We have taken reasonable measures, in accordance
with industry standards for properties at the same stage of exploration as that of our properties, to ensure proper title to our properties.
However, there is no guarantee that title to any of our properties will not be challenged or impugned.

 Interpretations
of royalty agreements and unfulfilled contractual obligations of certain third parties that we rely on could force us to take legal action
that would be expensive and time consuming.

interests in our properties, and any other royalty interests in respect of our properties which may come into existence, may be subject
to uncertainties and complexities arising from the application of contract and property laws in the jurisdictions where the mining projects
are located. Operators and other parties to the agreements governing the royalty interests in Nevada, or other royalty interests, may
interpret their interests in a manner adverse to us, and we could be forced to take legal action to enforce our rights. Challenges to
the terms of the royalty interests in Nevada or the existence of other royalties could have a material adverse effect on our business,
results of operations, cash flows and financial condition. Disputes could arise with respect to, among other things:

 The
 existence or geographic extent of the royalty interests;

 The
 methods for calculating royalties;

 Third
 party claims to the same royalty interest or to the property on which a royalty interest exists, or the existence of additional royalties
 on the same property;

 Various
 rights of the operator or third parties in or to a royalty interest;

 Production
 and other thresholds and caps applicable to payments of royalty interests;

 The
 obligation of an operator to make payments on royalty interests;

 Various
 defects or ambiguities in the agreement governing a royalty interest; and

 Disputes
 over the interpretation of buy-back rights.

 Breaches
of contracts with third parties could result in expensive litigation.

 Parties
to contracts do not always honor contractual terms and contracts themselves may be subject to interpretation or technical defects. Accordingly,
there may be instances where we would be forced to take legal action to enforce our contractual rights. Such litigation may be time consuming
and costly and there is no guarantee of success. Any pending proceedings or actions or any decisions determined adversely to us may have
a material and adverse effect on our results of operations, financial condition.

 Our
exploration operations are highly regulated and our inability to comply with certain regulations would have a material adverse effect
on our operations.

 Our
exploration operations are subject to government legislation, policies and controls relating to prospecting, development, production,
environmental protection, including plant and animal species, and more specifically including the greater sage-grouse, mining taxes and
labor standards. In order for us to carry out our activities, various licenses and permits must be obtained and kept current. There is
no guarantee that the Company's licenses and permits will be granted, or that once granted will be maintained and extended. In
addition, the terms and conditions of such licenses or permits could be changed and there can be no assurances that any application to
renew any existing licenses will be approved. There can be no assurance that all permits that we require will be obtainable on reasonable
terms, or at all. Delays or a failure to obtain such permits, or a failure to comply with the terms of any such permits that we have
obtained, could have a material adverse impact on us We may be required to contribute to the cost of providing the required infrastructure
to facilitate the development of our properties and will also have to obtain and comply with permits and licenses that may contain specific
conditions concerning operating procedures, water use, waste disposal, spills, environmental studies, abandonment and restoration plans
and financial assurances. There can be no assurance that we will be able to comply with any such conditions and non-compliance with such
conditions may result in the loss of certain of our permits and licenses on properties, which may have a material adverse effect on us.
Future taxation of mining operators, and the timing thereof, cannot be predicted with certainty so planning must be undertaken using
present conditions and best estimates of any potential future changes. There is no certainty that such planning will be effective to
mitigate adverse consequences of future taxation on us.

 The
volatility of the global financial markets may have a negative effect on our ability to raise money which could harm our operating results.

 Recent
global financial conditions have been characterized by increased volatility and access to public financing, particularly for junior mineral
exploration companies, has been negatively impacted. These conditions may affect our ability to obtain equity or debt financing in the
future on terms favorable to us or at all.

 Market
events and conditions, including the disruptions in the international credit markets and other financial systems, in China, Japan and
Europe, along with political instability in the Middle East and Russia and falling currency prices expressed in United States dollars
have resulted in commodity prices remaining volatile. These conditions have also caused a loss of confidence in global credit markets,
excluding the United States, resulting in the collapse of, and government intervention in, major banks, financial institutions and insurers
and creating a climate of greater volatility, tighter regulations, less liquidity, widening credit spreads, less price transparency,
increased credit losses and tighter credit conditions. Notwithstanding various actions by governments, concerns about the general condition
of the capital markets, financial instruments, banks and investment banks, insurers and other financial institutions caused the broader
credit markets to be volatile and interest rates to remain at historical lows. These events are illustrative of the effect that events
beyond the Company's control may have on commodity prices. Access to public financing has been negatively impacted by sovereign
debt concerns in Europe and emerging markets, as well as concerns over global growth rates and conditions. If such conditions continue,
our operations could be negatively impacted.

 Global
financial conditions could suddenly and rapidly destabilize in response to future events, as government authorities may have limited
resources to respond to future crises. Future crises may be precipitated by any number of causes, including natural disasters, pandemics,
geopolitical instability, changes to energy prices or sovereign defaults.

 Any
sudden or rapid destabilization of global economic conditions could negatively impact our ability to obtain equity or debt financing
or make other suitable financing arrangements. Increased levels of volatility and market turmoil can adversely impact our operations
and the value and the price of the Common Stock of the Company could be adversely affected.

 Changes
in the market price of gold, silver and other metals, which in the past has fluctuated widely, will affect the profitability of our operations
and financial condition.

 Our
profitability and long-term viability depend, in large part, upon the market price of gold, copper, silver and other metals and minerals
which may be produced from our mineral claims, and from which we may derive revenues under any agreement we may enter into with a company
that conducts mining operations on our claims. The market price of gold and other metals is volatile and is impacted by numerous factors
beyond our control, including:

 sales
 by central banks and other holders, speculators, and producers of gold and other metals in response to any of the below factors;

 the
 relative strength of the U.S. dollar and certain other currencies;

 interest
 rates;

 global
 or regional political, financial, or economic conditions;

 supply
 and demand for jewelry and industrial products containing metals; and

 expectations
 with respect to the rate of inflation.

 A
material decrease in the market price of gold and other metals could affect the commercial viability of our mineral claims and any of
our future anticipated development and production assumptions if any. Lower gold prices could also adversely affect our ability to finance
future development of our mining claims, all of which would have a material adverse effect on our financial condition and results of
operations. There can be no assurance that the market price of gold and other metals will remain at current levels or that such prices
will improve.

 Many
of our assumptions regarding our operating results are based on mineral resource estimates by third parties; if those estimates are materially
inaccurate for any reason, our actual operating results could also be materially effected.

resource estimates will be based upon geological data supplied by our personnel, confirmed and calculated by independent qualified persons
(geologists and engineers). These estimates are inherently subject to uncertainty and are based on geological interpretations and inferences
drawn from drilling results and sampling analyses and may require revision based on further exploration or development work. The estimation
of mineral resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or
other relevant issues. As a result of the foregoing, there may be material differences between actual and estimated mineral reserves,
which may impact the viability of our projects and have a material impact on us.

 The
grade of mineralization which may ultimately be mined may differ from the indicated by drilling results and such differences could be
material. The quantity and resulting valuation of mineral reserves and mineral resources may also vary depending on, among other things,
mineral prices (which may render mineral reserves and mineral resources uneconomic), cut-off grades applied and estimates of future operating
costs (which may be inaccurate). Production can be affected by such factors as permitting regulations and requirements, weather, environmental
factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions. Any material change in
quantity of mineral resources, mineral reserves, grade, or stripping ratio may also affect the economic viability of any project undertaken
by us. In addition, there can be no assurance that mineral recoveries in small scale, and/or pilot laboratory tests will be duplicated
in a larger scale test under on-site conditions or during production. To the extent that we are unable to mine and produce as expected
and estimated, our business may be materially and adversely affected.

 There
is no certainty that any of the mineral resources identified on any of our properties will be realized, that any mineral resources will
ever be upgraded to mineral reserves, that any anticipated level of recovery of minerals will in fact be realized, or that an identified
mineral reserve or mineral resource will ever qualify as a commercially mineable (or viable) deposit which can be legally and economically
exploited. Until a deposit is actually mined and processed, the quantity of mineral resources and mineral reserves and grades must be
considered as estimates only, and investors are cautioned that we may ultimately never realize production on any of its properties.

 We
may not be able to obtain adequate insurance coverage, or coverage at all, in order to insure us against the risks of our operations;
any uninsured or underinsured losses could have a negative impact on our operating results.

 Our
business is subject to a number of risks and hazards, including adverse environmental conditions, industrial accidents, labor disputes,
unusual or unexpected geological conditions, ground or slope failures, cave-ins, changes in the regulatory environment, natural phenomena
such as inclement weather conditions, floods, and earthquakes. Such occurrences could result in damage to mineral properties or production
facilities, personal injury or death, environmental damage to our properties or the properties of others, delays in the ability to undertake
exploration, monetary losses, and possible legal liability.

 We
do not currently have insurance and currently do not have any plans to obtain insurance. Insurance against certain risks, including those
related to environmental matters or other hazards resulting from exploration, is generally not available to us or to other companies
within the mining industry. In addition, we do not carry business interruption insurance relating to our mineral claims. Accordingly,
delays in returning to any future exploration could produce a severe near-term impact on our business. Any losses from these events may
result in significant costs that could have a material adverse effect on our financial performance, financial position and results of
operations.

 In
conducting our operations, we are required to comply with certain health and safety rules which can be expensive and time consuming.

 Our
operations are subject to various health and safety laws and regulations that impose various duties on the Company in respect of its
operations, relating to, among other things, worker safety and the surrounding communities. These laws and regulations also grant the
relevant authorities broad powers to, among other things, close unsafe operations and order corrective action relating to health and
safety matters. The costs associated with the compliance with such health and safety laws and regulations may be substantial and any
amendments to such laws and regulations, or more stringent implementation thereof, could cause additional expenditure or impose restrictions
on, or suspensions of, our operations. We expect to make significant expenditures to comply with the extensive laws and regulations governing
the protection of the environment, waste disposal, worker safety, mine development and protection of endangered and other special status
species, and, to the extent reasonably practicable, to create social and economic benefit in the surrounding communities near our mineral
properties, but there can be no guarantee that these expenditures will ensure our compliance with applicable laws and regulations and
any non-compliance may have a material and adverse effect on us.

 The
costs of compliance with environmental laws and obtaining and maintaining environmental permits and governmental approvals required for
construction and/or operation, which currently are significant, may increase in the future and could materially and adversely affect
our business, financial condition, future results, and cash flow; any non-compliance with such laws or regulations may result in the
imposition of liabilities which could materially and adversely affect our business, financial condition, future results, and cash flow.

 All
phases of our operations are subject to environmental regulation in the jurisdictions in which we operate, certain of which are set forth
below. Environmental legislation is evolving in a manner which may result in stricter standards and enforcement, increased fines and
penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility
for companies and their officers, directors, and employees. These laws address emissions into the air, discharges into water, management
of waste, management of hazardous substances, protection of natural resources, antiquities and endangered species and reclamation of
lands disturbed by mining operations. The costs associated with compliance with such laws and regulations are substantial. Compliance
with environmental laws and regulations and future changes in these laws and regulations may require significant capital outlays and
may cause material changes or delays in our operations and future activities. It is possible that future laws, regulations, or more restrictive
interpretations of current laws and regulations by governmental authorities could have a significant adverse impact on our properties
or some portion of our business, causing us to re-evaluate those activities at that time.

 U.S.
Federal Laws: CERCLA, and comparable state statutes, impose strict, joint and several liabilities on current and former owners and operators
of sites and on persons who disposed of or arranged for the disposal of hazardous substances found at such sites. It is not uncommon
for the government to file claims requiring cleanup actions, for reimbursement for government-incurred cleanup costs, or for natural
resource damages, or for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly
caused by hazardous substances released into the environment. RCRA, and comparable state statutes, govern the disposal of solid waste
and hazardous waste and authorize the imposition of substantial fines and penalties for noncompliance, as well as requirements for corrective
actions. CERCLA, RCRA and comparable state statutes can impose liability for clean-up of sites and disposal of substances found on exploration,
mining and processing sites long after activities on such sites have been completed.

 CAA,
as amended, restricts the emission of air pollutants from many sources, including mining and processing activities. Our mining operations
may produce air emissions, including fugitive dust and other air pollutants from stationary equipment, storage facilities and the use
of mobile sources such as trucks and heavy construction equipment, which are subject to review, monitoring and/or control requirements
under the CAA and state air quality laws. New facilities may be required to obtain permits before work can begin, and existing facilities
may be required to incur capital costs in order to remain in compliance. In addition, permitting rules may impose limitations on our
production levels or result in additional capital expenditures in order to comply with the rules.

 NEPA
requires federal agencies to integrate environmental considerations into their decision-making processes by evaluating the environmental
impacts of their proposed actions, including issuances of permits to mining facilities, and assessing alternatives to those actions.
If a proposed action could significantly affect the environment, the agency must prepare a detailed statement known as an EIS. The United
States Environmental Protection Agency ("EPA"), other federal agencies, and any interested third parties will review and
comment on the scoping of the Environmental Impact Statement ("EIS") and the adequacy of and findings set forth in the draft
and final EIS. This process can cause delays in the issuance of required permits or result in changes to a project to mitigate its potential
environmental impacts, which can in turn impact the economic feasibility of a proposed project.

 CWA,
and comparable state statutes, impose restrictions and controls on the discharge of pollutants into waters of the United States. The
discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or an
analogous state agency. The CWA regulates storm water from mining facilities and requires a storm water discharge permit for certain
activities. Such a permit requires the regulated facility to monitor and sample storm water run-off from its operations. The CWA and
regulations implemented thereunder also prohibit discharges of dredged and fill materials in wetlands and other waters of the United
States unless authorized by an appropriately issued permit. The CWA and comparable state statutes provide for civil, criminal, and administrative
penalties for unauthorized discharges of pollutants and impose liability on parties responsible for those discharges for the costs of
cleaning up any environmental damage caused by the release and for natural resource damages resulting from the release.

 SDWA
and the Underground Injection Control ("UIC") program promulgated thereunder, regulate the drilling and operation of subsurface
injection wells. The EPA directly administers the UIC program in some states and in others the responsibility for the program has been
delegated to the state. The program requires that a permit be obtained before drilling a disposal or injection well. Violation of these
regulations and/or contamination of groundwater by mining related activities may result in fines, penalties, and remediation costs, among
other sanctions and liabilities under the SDWA and state laws. In addition, third party claims may be filed by landowners and other parties
claiming damages for alternative water supplies, property damages, and bodily injury.

Laws: At the state level, mining operations in Nevada are also regulated by the Nevada Department of Conservation and Natural Resources,
Division of Environmental Protection. Nevada state law requires mine operators to hold Nevada Water Pollution Control Permits, which
dictate operating controls and closure and post-closure requirements directed at protecting surface and ground water.

 Other
Nevada regulations govern operating and design standards for the construction and operation of any source of air contamination and landfill
operations. Any changes to these laws and regulations could have an adverse impact on our financial performance and results of operations
by, for example, requiring changes to operating constraints, technical criteria, fees or surety requirements.

 Our
industry is highly competitive, and we will be at a competitive disadvantage for assets and financial resources relative to larger, better
funded companies in the same space.

 The
mining industry is highly competitive in all of its phases, both domestically and internationally. Our ability to acquire properties
and develop mineral resources and reserves in the future will depend not only on our ability to develop our present properties, but also
on our ability to select and acquire suitable producing properties or prospects for mineral exploration, of which there is a limited
supply. We may be at a competitive disadvantage in acquiring additional mining properties because we must compete with other individuals
and companies, many of which have greater financial resources, operational experience and technical capabilities than us. We may also
encounter competition from other mining companies in our efforts to hire experienced mining professionals. Competition could adversely
affect our ability to attract necessary funding or acquire suitable producing properties or prospects for mineral exploration in the
future. Competition for services and equipment could result in delays if such services or equipment cannot be obtained in a timely manner
due to inadequate availability and could also cause scheduling difficulties and cost increases due to the need to coordinate the availability
of services or equipment. Any of the foregoing effects of competition could materially increase project development, exploration or construction
costs, result in project delays and generally and adversely affect us and our business and prospects.

 The
price of our Common Stock depends on many factors that could materially change or fluctuate resulting in volatility and unpredictability.

 The
market price of the Common Stock could be subject to significant fluctuations due to various factors and events, including any regulatory
or economic changes affecting the Company's operations, variations in the Company's operating results, developments in the
Company's business or its competitors, or changes in market sentiment towards the Common Stock. Investors should be aware that
the value of the Common Stock may be volatile and investors may, on disposing of the Common Stock, realize less than their original investment
or may lose their entire investment.

 The
Company's operating results and prospects from time to time may be below the expectations of market analysts and investors. In
addition, stock markets from time to time suffer significant price and volume fluctuations that affect the market price of the securities
listed thereon and which may be unrelated to the Company's operating performance. These factors include macroeconomic developments
and political environments in North America and globally and market perceptions of the attractiveness of particular industries. As at
the date hereof, there remains a significant amount of uncertainty and economic disruption caused by COVID-19 that has increased market
and share price volatility and had a catastrophic impact on access to capital and liquidity. Any of these events could result in a decline
in the market price of the Common Stock. The Common Stock may, therefore, not be suitable as a short-term investment. In addition, the
market price of the Common Stock may not reflect the underlying value of the Company's net assets. The price at which the Common
Stock will be traded and the price at which investors may realize their shares will be influenced by a large number of factors, some
specific to the Company and its proposed operations, and some which may affect the business sectors in which the Company operates, including
the pervasive and ongoing impact of COVID-19. Such factors could also include the performance of the Company's operations, variations
in operating results, announcements by the Company (i.e. disappointing results of exploratory drilling, the incurrence of environmental
liabilities or other material developments), announcements of material developments by the Company's competitors, involvement in
litigation, large purchases or sales of the Common Stock, liquidity or the absence of liquidity in the Common Stock, limited trading
volume, the prices of gold and other precious metals, legislative or regulatory changes relating to the business of the Company, the
Company's ability to raise additional funds, other material events and general financial market and economic conditions. In the
event that the occurrence of any of these events causes the price of the Common Stock to decrease, investors may be forced to sell their
shares at a loss.

 The
failure of our current or future strategic partners and joint venture partners to meet their obligations could have a material adverse
effect on our operating results.

 We
may in the future enter into partnerships, option agreements and/or joint ventures as a means of acquiring additional property interests
or to fully exploit the exploration and production potential of its assets. The failure of any partner to meet its obligations to us
or other third parties, or any disputes with respect to third parties' respective rights and obligations, could have a material
adverse effect on our rights under such agreements. We may also be unable to exert direct influence over strategic decisions made in
respect of properties that are subject to the terms of these agreements, which may have a materially adverse impact on the strategic
value of the underlying mineral claims. Furthermore, in the event we are unable to meet our obligations or share of costs incurred under
agreements to which it is a party, the Company may have its property interests subject to such agreements reduced as a result or face
the termination of such agreements.

 We
sell additional equity and/or issue additional equity in order to acquire additional assets; any issuance of equity could result in significant
dilution to our existing shareholders.

 We
believe that we are adequately financed to carry out our exploration and development plans for the next 12-month period. However, financing
the development of a mining operation through to production, should feasibility studies show it is recommended, would be expensive and
we would require additional capital to fund development and exploration programs and potential acquisitions. We cannot predict the size
of future issuances of Common Stock or the issuance of debt instruments or other securities convertible into Common Stock in connection
with any such financing. Likewise, we cannot predict the effect, if any, that future issuances and sales of our securities will have
on the market price of its Common Stock. If we raise additional funds by issuing additional equity securities, such financing may substantially
dilute the interests of existing shareholders. Sales of a substantial number of shares of Common Stock, or the availability of such Common
Stock for sale, could adversely affect prevailing market prices for our securities and a securityholder's interest in us.

 Because
the climate has an effect on our operations and the ability for our assets, present or future, to maximize their potential, the impact
of climate change and expensive regulations related to climate change could have a material adverse effect on our operations.

 Climate
change could have an adverse impact on our operations. The potential physical impacts of climate change on our operations are highly
uncertain and would be particular to the geographic circumstances in areas in which we operate. These may include changes in rainfall
and storm patterns and intensities, water shortages, changing sea levels and changing temperatures. These changes in climate could have
an impact on the cost of development or production on Nevada Canyon's mines and adversely affect the financial performance of our
operations.

 Regulations
and pending legislation governing issues involving climate change could result in increased operating costs, which could have material
adverse effect on our business. A number of governments or governmental bodies have introduced or are contemplating regulatory changes
in response to climate and its potential impacts. Legislation and increased regulation regarding climate change could impose significant
costs on us, our venture partners and our suppliers, including costs related to increased energy requirements, capital equipment, environmental
monitoring and reporting and other costs to comply with such regulations. Any adopted climate change regulations could also negatively
impact our ability to compete with companies situated in areas not subject to such regulations. Given the emotion, political significance
and uncertainty around the impact of climate change and how it should be dealt with, we cannot predict how legislation and regulation
will affect its financial condition, operating performance and ability to compete. Furthermore, even without such regulation, increased
awareness and any adverse publicity in the global marketplace about potential impacts on climate change by us or other companies in the
natural resources industry could harm our reputation.

 Through
no fault of our own, we could be involved in expensive and time consuming litigation that could have a material adverse effect on our
operations.

 We
may become involved in disputes with other parties in the future which may result in litigation. The results of litigation cannot be
predicted with certainty. If we are unable to resolve these disputes favorably, it may have a material adverse impact on the ability
to carry out our business plan.

 Influence
of third-party stakeholders.

 Some
of the lands in which we hold an interest, or the exploration equipment and roads or other means of access in which we intend to utilize
in carrying out our work programs or general business mandates, may be subject to interests or claims by third party individuals, groups
or companies. In the event that such third parties assert any claims, our work programs may be delayed even if such claims are not meritorious.
Such delays may result in significant financial loss and loss of opportunity for us.

 Expensive
and time consuming internal financial controls may or may not be effective in ensuring that transactions are authorized and properly
recorded and reported; any inadvertent failure of our internal financial controls could result in undue time, resources and expense that
could harm our operating results.

 Internal
controls over financial reporting are procedures designed to provide reasonable assurance that transactions are properly authorized,
assets are safeguarded against unauthorized or improper use, and transactions are properly recorded and reported. A control system, no
matter how well designed and operated, can provide only reasonable, and not absolute, assurance with respect to the reliability of financial
reporting and financial statement preparation. Though we intend to put into place a system of internal controls appropriate for our size,
and reflective of our level of operations, there are limited internal controls currently in place. We have a very limited history of
operations and have not made any assessment as to the effectiveness of our internal controls. If we identify material weakness in our
internal control over financial reporting, if we are unable to comply with the requirements of Section 404 of the Sarbanes-Oxley Act
in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered public
accounting firm is unable to express an opinion as to the effectiveness of its internal control over financial reporting when required,
investors may lose confidence in the accuracy and completeness of our financial reports and the market price of the Common Stock could
be negatively affected. We also could become subject to investigations by the stock exchange on which the securities are listed, the
Commission, or other regulatory authorities, which could require additional financial and management resources.

 Risks
Relating to Our Common Stock

 An
active market in which investors can resell their Common Stock may not develop which could adversely affect an investor's ability
to sell their Common Stock.

 We
cannot predict the extent to which an active market for our Common Stock will develop or be sustained, or how the development of such
a market might affect the market price of our Common Stock. Even if a trading market develops, investors may not be able to resell their
Common Stock at or above the initial acquisition price. Investors are cautioned that if an active market for our Common Stock does not
arise, investors may not be able to resell their Common Stock or may be forced to do so at a loss.

 The
market price of our Common Stock will likely be volatile as significant price fluctuations are common in what the Securities and Exchange
Commission deems is a "penny stock."

 The
trading price of the stock and the price at which we may sell stock in the future are subject to fluctuations in response to any of the
following:

 Limited
 trading volume in the Common Stock;

 Quarterly
 variations in operating results;

 Involvement
 in litigation;

 General
 financial market conditions;

 The
 prices of gold and other precious metals;

 Announcements
 by us of, for example, disappointing results of exploratory drilling, the incurrence of environmental liabilities or other material
 developments;

 Announcements
 of material developments by our competitors;

 Our
 ability to raise additional funds;

 Changes
 in government regulations; and

 Other
 material events.

 In
the event that the occurrence of any of these events causes the price of our Common Stock to decrease, investors may be forced to sell
their shares at a loss.

 Currently
authorized and future issuances of Preferred Stock, which rank senior to our Common Stock for the purposes of dividends and liquidating
distributions will, and any future issuances of debt securities, which would rank senior to our Common Stock upon our bankruptcy or liquidation
may, adversely affect the level of return you may be able to achieve from an investment in our Common Stock.

 Currently
Authorized Preferred Stock may have preference on bankruptcy over the Common Stock and holders of potentially future issued Preferred
Stock are entitled to receive from the assets of the Company in priority to the holders of Common Stock on a liquidation, dissolution,
winding up or other distribution of assets of the Company. In the future, we may attempt to increase our capital resources by offering
debt securities or additional Preferred Stock. Upon a potential bankruptcy or liquidation, holders of our debt securities or Preferred
Stock, and lenders with respect to other borrowings we may make, may receive distributions of our available assets prior to any distributions
being made to holders of our Common Stock. Because our decision to issue debt securities or Preferred Stock in any future offering, or
borrow money from lenders, will depend in part on market conditions and other factors beyond our control, we cannot predict or estimate
the amount, timing or nature of any such future offerings or borrowings. Holders of our Common Stock must bear the risk that any future
offerings we conduct or borrowings we make may adversely affect the level of return they may be able to achieve from an investment in
our Common Stock, upon bankruptcy or otherwise.

 Our
Common Stock is subject to penny stock rules making it more difficult to trade our Common Stock, all of which would adversely affect
the value of the Common Stock.

 The
Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny Stocks are
generally equity securities with a price per share of less than $5.00, other than securities registered on certain national securities
exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, before
effecting a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing
specified information. In addition, the penny stock rules require that, before effecting any such transaction in a penny stock not otherwise
exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for
the purchaser and receive (i) the purchaser's written acknowledgment of the receipt of a risk disclosure statement; (ii) a written
agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure
requirements may have the effect of reducing the trading activity in the secondary market for our Common Stock, and therefore shareholders
may have difficulty selling their Common Stock.

 FINRA
sales practice requirements may limit a shareholder's ability to buy and sell our stock.

 In
addition to the "penny stock" rules described above, FINRA has adopted rules that require that in recommending an investment
to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to
recommending speculative, low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to
obtain information about the customer's financial status, tax status, investment objectives and other information. The FINRA requirements
may make it more difficult for broker-dealers to recommend that their customers buy our Common Stock, which may have the effect of reducing
the level of trading activity in our Common Stock. As a result, fewer broker-dealers may be willing to make a market in our common stock,
reducing a shareholder's ability to resell our Common Stock.

 Our
management has broad discretion as to the use of certain of the net proceeds generated from our equity financing, which means that investors
will need to rely on the judgment of our management regarding the use of proceeds.

 Our
management has broad discretion in the application of the net proceeds designated to fund our capital expenditures on existing mineral
properties, acquire additional acreage leaseholds, acquire additional producing properties and associated leaseholds, or for general
corporate purposes, which are subject to change in the future, and which may change in response to the proceeds raised pursuant to the
purchase rights or exercise of the warrants, if any. Accordingly, you will have to rely upon the judgment of our management with respect
to the use of these proceeds. Our management may spend a portion or all of the net proceeds from any equity financing in ways that holders
of our Common Stock may not desire or that may not yield a significant return or any return at all. The failure by our management to
apply these funds effectively could harm our business. Pending their use, we may also invest the net proceeds from an offering in a manner
that does not produce income or that loses value.

 We
are a reporting issuer under the Exchange Act and are considered a smaller reporting company, exempting us from certain disclosure requirements
and potentially making our Common Stock less attractive to potential investors.

 Rule
12b-2 of the Exchange Act defines a "smaller reporting company" as an issuer that is not an investment company, an asset-backed
issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that:

Had a public float of less than US$250 million as of the last business day of its most recently completed second fiscal quarter, computed
by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates by the price
at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market for the
common equity; or

In the case of initial registration statement under the Securities Act, or the Exchange Act, for shares of its common equity, had a public
float of less than US$250 million as of a date within 30 days of the date of the filing of the registration statement, computed by multiplying
the aggregate worldwide number of such shares held by non-affiliates before the registration plus, in the case of a Securities Act registration
statement, the number of such shares included in the registration statement by the estimated public offering price of the shares; or

In the case of an issuer whose public float as calculated under the foregoing paragraphs of this definition was zero or less than $700
million, had annual revenues of less than US$100 million during the most recently completed fiscal year for which audited financial statements
are available.

 We
believe that we are a smaller reporting company, and as such that we are not required and may not include a Compensation Discussion and
Analysis section in our proxy statements; we will provide only two years of financial statements; and we need not provide the table of
selected financial data. We also will have other "scaled" disclosure requirements that are less comprehensive than issuers
that are not smaller reporting companies. These "scaled" disclosure requirements make our Common Stock less attractive to
potential investors, which could make it more difficult for our shareholders to sell their Units.

 W e
are taxed as a corporation for U.S. federal income tax purposes which means we will be subject to a material amount of entity-level taxation
which would reduce and/or eliminate cash that otherwise may be used to make dividends.

 We
will pay U.S. federal income tax on our tax income at the corporate tax rate, which is currently a maximum of 21%, and will pay state
and local income tax at varying rates, including the Nevada Net Proceeds Tax. Distributions will generally be taxed again as corporate
dividends (to the extent of our current and accumulated earnings and profits), and no income, gains, losses, deductions, or credits will
flow through to you. In addition, changes in current state law may subject us to additional entity-level taxation by individual states.
Because of state budget deficits and other reasons, several states are evaluating ways to subject corporations to additional forms of
taxation. We will be subject to a material amount of entity-level taxation, which will result in a material reduction in the anticipated
cash flow and after-tax return to our shareholders.

 A
non-US holder of our Common Stock, Warrants, or Warrant Shares will be treated as having income that is "effectively connected"
with a United States trade or business upon the sale or disposition of our Common Stock, Warrants, or Warrant Shares unless (i) our Common
Stock is regularly traded on an established securities market and (ii) the non-U.S. holder did not meet certain ownership thresholds
during the applicable testing period.

 A
non-US holder of our Common Stock, Warrants, or Warrant Shares generally will incur U.S. Federal income tax on any gain realized upon
a sale or other disposition of our Common Stock to the extent our Common Stock constitutes a "United States real property interest"
("USRPI"), under the Foreign Investment in Real Property Tax Act of 1980 ("FIRPTA"). A USRPI includes stock in
a "United States real property holding corporation." We are and expect to continue to be for the foreseeable future, a "United
States real property holding corporation."

 Under
FIRPTA, a non-U.S. holder is taxed on any gain realized upon a sale or other disposition of a USRPI as if such gain were "effectively
connected" with a United States trade or business of the non-U.S. holder. A non-U.S. holder thus will be taxed on such a gain at
the same graduated rates generally applicable to U.S. persons. In addition, a non-U.S. holder would have to file a U.S. federal income
tax return reporting that gain. A non-U.S. holder that is a foreign corporation and not entitled to treaty relief or exemption also may
be subject to the 30% branch profits tax on such gain.

 However,
if our Common Stock and Warrant Shares are regularly traded on an established securities market (the "Regularly Traded Exception"),
then gains realized upon a sale or other disposition of our Common Stock or Warrant Shares will not be treated as gains from the sale
of a USRPI, as long as the non-U.S. holder did not own: (i) more than 5% of our Common Stock at any time during the five-year period
preceding the sale or other disposition or, if shorter, the non-U.S. holder's holding period for its Common Stock; (ii) Warrants
with a fair market value on the date acquired by such holder greater than the fair market value on that date of 5% of our Common Stock;
or (iii) aggregate equity securities of the Company with a fair market value on the date acquired in excess of 5% of the fair market
value of the Common Stock on such date. Our Common Stock currently trades on the OTC Pinks. At this time, it is uncertain whether our
Common Stock will continue to be considered as being regularly traded on an established securities market in the U.S. Accordingly, we
can provide no assurances that the Common Stock, Warrants or Warrant Shares will meet the Regularly Traded Exception at the time a non-U.S.
holder purchases such securities or sells, exchanges, or otherwise disposes of such securities. In the event that our Common Stock or
Warrant Shares do not meet the Regularly Traded Exception, then gains recognized by a non-U.S. holder upon a sale or other disposition
of our Common Stock or Warrant Shares will be subject to tax under FIRPTA unless an exemption applies. Since the Warrants are not expected
to be listed on a securities market, the Warrants are unlikely to qualify for the Regularly Traded Exception.

 Our
ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited which would effect our ability
to take full advantage of the tax benefits of carryforwards.

 Under
Section 382 and related provisions of the Internal Revenue Code of 1986, as amended (the "Code"), if a corporation undergoes
an "ownership change" (generally defined as a greater than 50% change (by value) in its equity ownership over a three-year
period), the corporation's ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes to
offset its post-change income may be limited. We may in the future experience, an "ownership change." Thus, our ability to
utilize carryforwards of our net operating losses and other tax attributes to reduce future tax liabilities may be substantially restricted.
At this time, we have not completed a study to assess whether an ownership change under Section 382 of the Code may occur in the foreseeable
future, or whether there have been due to the costs and complexities associated with such a study. Therefore, we may not be able to take
full advantage of these carryforwards for federal or state tax purposes.

 The
tax treatment of corporations or an investment in our Common Stock, Warrants or Warrants Shares could be subject to potential legislative,
judicial or administrative changes and differing interpretations, possibly on a retroactive basis.

 The
present U.S. federal income tax treatment of corporations, including us, or an investment in our Common Stock, Warrants and Warrant Shares
may be modified by administrative, legislative or judicial interpretation at any time. For example, from time to time, members of Congress
and the President propose and consider substantive changes to the existing U.S. federal income tax laws that affect corporations. Any
modification to the U.S. federal income tax laws and interpretations thereof may or may not be retroactively applied and could make it
more difficult or impossible to meet our cash flow needs for operations, acquisitions or other purposes. We are unable to predict whether
any of these changes or other proposals will be enacted. However, it is possible that a change in law could affect us, and any such changes
could negatively impact the value of an investment in our Common Stock, Warrants or Warrant Shares.

 For
all of the foregoing reasons and others set forth herein, an investment in our securities in any market that may develop in the future
involves a high degree of risk.

 Item
1B. Unresolved Staff Comments

 None.

 Item
1C. Cybersecurity.

 Given
our stage of development, we face cybersecurity risks that are common to our industry, including but not limited to, phishing attacks,
malware, unauthorized access to our systems, and data breaches. These risks could potentially compromise our sensitive data, intellectual
property, and operational capabilities, impacting our business reputation and future prospects. To address these risks, we have implemented
foundational cybersecurity measures tailored to our size and operational complexity. To address the basic security measures we utilize
essential cybersecurity tools such as firewalls, antivirus software, and secure communication platforms to protect against unauthorized
access and cyber threats. To protect our data, we have implemented procedures for secure storage and handling of sensitive information
and intellectual property.

 The
Audit Committee of our board of directors is responsible for the oversight of risks from cybersecurity threats and the process by which
the board is informed about such risks. The Audit Committee receives regular updates on exposures, threats and mitigation plans directly
from our management.

 Item
2. Properties

 We
hold no real property. Our executive, administrative and operating office is provided to us at no cost by our CEO and director, Mr. Day,
and is located at 5655 Riggins Court, Suite 15, Reno, NV 89502. We do not have a written lease agreement with Mr. Day or with the property
landlord. Our officers and directors will work remotely from Canada or in the United States at the Reno office.

 Item
3. Legal Proceedings

 We
are not a party to any legal proceedings.

 Item
4. Mine Safety Disclosures

 Not
applicable.

 PART
II

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Our
common stock is quoted under the symbol NGLD on the OTC Link alternative trading system on the OTC Pink marketplace. Prior to January
26, 2015, our stock was quoted under the symbol TRYV.

 Common
Stock Currently Outstanding

 As
of March 27, 2025, we had 27,648,881 shares of our common stock outstanding.

 Holders

 As
of the date of this Annual Report on Form 10-K, we had 1,370 stockholders of record of our common stock.

 Dividends

 We
have not declared any cash dividends on our common stock since our inception and do not anticipate paying any dividends in the foreseeable
future. We plan to retain future earnings, if any, for use in our business. Any decisions as to future payments of dividends will depend
on our earnings and financial position and such other facts as our directors deem relevant.

 Transfer
Agent

 Our
independent stock transfer agent is Globex Transfer, LLC, with an address at 780 Deltona Blvd., Suite 202, Deltona, FL 32725; their phone
number is (813) 344-4490.

 Recent
Sales of Unregistered Securities

 On
June 7, 2024, we issued 35,000 Common Shares valued at $100,275 for investor awareness and marketing services. The fair value of the
shares issued was based on the trading price of the Company's Common Shares on the date of issuance, being $2.865 per Common Share.

 The
above shares were issued pursuant to the provisions of Regulation D of the Act as the consultants represented to the Company that they
are "Accredited Investors" as that term is defined in Rule 506(b) of Regulation D of the Act.

 Additional
Information

 Copies
of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments
to those reports, are available free of charge on the Internet at www.sec.gov. All statements made in any of our filings, including all
forward-looking statements, are made as of the date of the document, in which the statement is included, and we do not assume or undertake
any obligation to update any of those statements or documents unless we are required to do so by law.

 Item
6. Selected Financial Data

 Not
required under Regulation S-K for "smaller reporting companies."

 Item
7. Management's Discussion and Analysis of Financial Conditions and Results of Operations

 Cautionary
Statement Regarding Forward-Looking Statements

 Certain
statements contained in this Annual Report on Form 10-K constitute "forward-looking statements". These statements, identified
by words such as "plan," "anticipate," "believe," "estimate," "should," "expect"
and similar expressions include our expectations and objectives regarding our future financial position, operating results and business
strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties
and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from
those described in the forward-looking statements. Such risks and uncertainties include those set forth under this caption "Management's
Discussion and Analysis" and elsewhere in this Form 10-K. We do not intend to update the forward-looking information to reflect
actual results or changes in the factors affecting such forward-looking information. We advise you to carefully review the reports and
documents we file from time to time with the United States Securities and Exchange Commission (the "SEC").

 Results
of Operations

 General

 The
inclusion of supplementary analytical and related information herein may require us to make estimates and assumptions to enable us to
fairly present, in all material respects, our analysis of trends and expectations with respect to our results of operations and financial
position taken as a whole. Actual results may vary from the estimates and assumptions we make.

 Results
of Operation

 Years ended December 31,

 Changes between

 2024

 2023

 the periods

 Operating expenses

 Investor awareness and marketing

 $
 1,537,375

 $
 390,662

 $
 1,146,713

 Consulting fees

 521,980

 424,201

 97,779

 Director and officer compensation

 1,688,471

 1,571,805

 116,666

 Exploration expenses

 35,859

 72,523

 (36,664
)

 General and administrative

 56,911

 73,210

 (16,299
)

 Professional fees

 88,831

 126,277

 (37,446
)

 Transfer agent and filing fees

 29,958

 16,747

 13,211

 Total operating expenses

 3,959,385

 2,675,425

 1,283,960

 Other income (expense)

 Fair value gain (loss) on equity investments

 4,357

 (100,700
)

 105,057

 Foreign exchange gain (loss)

 (16
)

 (23
)

 Interest income

 393,334

 121,168

 272,166

 Total other income (expense)

 397,675

 $
 20,475

 $
 377,200

 Net loss

 $
 3,561,710

 $
 2,654,950

 $
 906,760

 Revenues

 We
had no revenues for the years ended December 31, 2024 and 2023. 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

 Our
operating expenses increased by $1,283,960 or 48%, to $3,959,385 as compared to $2,675,425 for the year ended December 31, 2023. This
change was associated with $1,537,375 we incurred in investor awareness and marketing expenses, which during the year ended December
31, 2024, increased by $1,146,713, from $390,662 we incurred during the year ended December 31, 2023. Our consulting fees increased by
$97,779, from $424,201 for the year ended December 31, 2023, to $521,980 for the year ended December 31, 2024. Our director and officer
compensation increased by $116,666 from $1,571,805 we incurred during the year ended December 31, 2023, to $1,688,471 we incurred during
the year ended December 31, 2024; the director and officer compensation was associated with the shares that we issued to our three directors
on December 30, 2021, and with shares we granted to our VP of Operations on February 24, 2023. Our transfer agent and filing fees increased
by $13,211 from $16,747 we incurred during the year ended December 31, 2023, to $29,958 we incurred during the year ended December 31,
2024.

 These
increases were in part offset by a $37,446 decrease in professional fees from $126,277 for the year ended December 31, 2023, to $88,831
for the year ended December 31, 2024, a $36,664 decrease in exploration expenses from $72,523 we incurred during the year ended December
31, 2024, to $35,859 we incurred during the year ended December 31, 2024, and by a $16,299 decrease in general and administrative costs
from $73,210 we incurred for the year ended December 31, 2023, to $56,911 we incurred for the year ended December 31, 2024.

 Other
income (expense)

the year ended December 31, 2024, we recognized $4,357 gain on fair value of investments in equity security (2023 – $100,700 loss).
The gain resulted from the revaluation of WRR Shares and was caused mainly by the increased market price of WRR Shares from CAD$0.145
per share at December 31, 2023, to CAD$0.17 per share at December 31, 2024, and to a smaller degree from the fluctuation of exchange
rates between the US and Canadian dollars. In addition, we earned $393,334 in interest income, which increased in comparison to $121,168
we earned during the year ended December 31, 2023, as a result of larger cash balances from capital raise.

 Net
loss

the year ended December 31, 2024, we incurred net loss of $3,561,710, as compared to net loss of $2,654,950 we incurred during the year
ended December 31, 2023. This change mainly resulted from increased investor awareness and marketing expenses which were in part offset
by increased interest income and decreased professional fees.

 Liquidity
and Capital Resources

 Working capital

 December
31, 2024

 December
31, 2023

 Current assets

 $
 7,548,918

 $
 10,285,426

 Current liabilities

 1,314,447

 1,306,307

 Working capital

 $
 6,234,471

 $
 8,979,119

 As
of December 31, 2024, we had a cash balance of $7,036,161. Our working capital was $6,234,471 and cash flows used in operations totaled
$954,282 for the year ended December 31, 2024.

the year ended December 31, 2024, our operations were funded with cash on hand. The cash that we had on hand at December 31, 2024, was
generated from the issuance of 12,499,343 Units under the offering statement on Form 1-A (the "Offering") for net cash proceeds
of $9,598,012, which we closed during the year ended December 31, 2023, and 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 were able to generate from the Offering 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

 Year Ended December 31,

 2024

 2023

 Cash flows used in operating activities

 $
 (954,282
)

 $
 (1,145,448
)

 Cash flows used in investing activities

 (2,235,000
)

 (60,000
)

 Cash flows provided by financing activities

 481,051

 9,942,822

 Net increase/(decrease) in cash during the year

 $
 (2,708,231
)

 $
 8,737,374

 Net
cash used in operating activities

the year ended December 31, 2024, we used $954,282 in our operating activities. Of this amount we used $1,310,654 to cover our cash operating
costs, which were determined by reducing the net loss of $3,561,710 the Company incurred during the year by non-cash items included in
the net loss of $2,251,056. This use of cash was in part offset by a $348,232 decrease in prepaid expenses and $8,140 increase in accounts
payable.

the year ended December 31, 2023, we used $1,145,448 in our operating activities. Of this amount we used $593,556 to cover our cash operating
costs, which were determined by reducing the net loss of $2,654,950 the Company incurred during the year, by non-cash items included
in the net loss of $2,061,394; we used $536,205 to increase our prepaid expenses, of which $500,367 were associated with prepaid advertising
and investor relation costs, and we used further $17,031 to reduce amounts due to our related parties. These uses of cash were in part
offset by a $1,344 increase in accounts payable and accrued liabilities.

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

the year ended December 31, 2024, we recognized a $4,357 gain on revaluation of fair value of our investments in WRR Shares. In
addition, we recognized $988,470 in director and CEO compensation associated with the par-value shares we distributed to our
directors and CEO on December 30, 2021, $700,000 and $466,668 we recorded on vesting of shares awarded to our VP of Operations and
our consultants, respectively, in accordance with the agreements we executed in February of 2023, and $100,275 we recorded on
issuance of 35,000 shares to our consultant for investor awareness and marketing services.

the year ended December 31, 2023, we recognized a $100,700 loss on revaluation of fair value of our investments in WRR Shares. In addition,
we recognized $988,471 in director and officer compensation associated with the par-value shares we distributed to our directors and
CEO on December 30, 2021, $583,333 we recorded on vesting of shares awarded to our VP of Operations and $388,890 we recorded on vesting
of shares awarded to our consultants, in accordance with the consulting agreements we executed in February of 2023.

 Net
cash used in investing activities

the year ended December 31, 2024, we spent $20,000 to make an option payment on our Swales Property, which was initially accrued at December
31, 2023, $325,000 to acquire NSR on Lapon Canyon Project, $150,000 to acquire NSR on Pikes Peak Project, $1,500,000 to exercise our
option to acquire 1% production royalty on the Olinghouse Project. In addition, we paid $20,000 for our option on Agai-Pah Property
and $20,000 for our option on Belshazzar Property. In addition, we advanced to Walker River Resources, LLC $200,000 in exchange for
a promissory note for a maximum of $500,000. The principal amount advanced under the note payable accumulates interest at a rate of 12%
per annum.

the year ended December 31, 2023, we used $60,000 to make option payments on our Swales Property, Agai-Pah Property, and Belshazzar Property.

 Net
cash provided by financing activities

the year ended December 31, 2024, we issued 455,375 shares for total proceeds of $546,450 on exercise of the Warrants issued as part
of the Offering, which the Company closed in its fiscal 2023 year. Of this amount, $18,000 was received during the year ended
December 31, 2023. In addition, we recorded an additional $600 as obligation to issue shares on the exercise of the Warrants, as the
shares were issued subsequent to December 31, 2024. We paid $2,999 in share issuance costs associated with exercise of these
Warrants. We paid $45,000 in future share issuance costs associated with the registration statement on Form S-1 we filed with the
SEC in October of 2024.

the year ended December 31, 2023, we received $9,999,475 on issuance of 12,499,343 Units of our common stock at $0.80 per Unit pursuant
to our Offering. Each Unit was comprised of one common share (a "Common Share"), and one common share purchase warrant (a
"Warrant") to purchase one additional common share (a "Warrant Share") at an exercise price of $1.20 per Warrant
Share, expiring 24 months from the issuance date. We paid $401,463 in share issuance costs associated with the issuance of the Units.
We issued 274,425 shares for total proceeds to the Company of $326,810 on exercise of Warrants issued as part of the Offering and recorded
further $18,000 as obligation to issue shares on the exercise of the Warrants, as the shares were issued subsequent to December 31, 2023.

 Going
Concern

 At
December 31, 2024, we had a working capital surplus of $6,234,471 and cash on hand of $7,036,161, which is sufficient enough 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 $60,462.

 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. Under the registration statement, we can sell up to an additional $25,000,000 shares of our common stock.

 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 year.

 Capital
Expenditures

the year ended December 31, 2024, we used $20,000, to make an option payment on our Swales Property, which was initially accrued at December
31, 2023, $325,000 to acquire NSR on Lapon Canyon Project, $150,000 to acquire NSR on Pikes Peak Project, $1,500,000 to exercise our
option to acquire 1% production royalty on the Olinghouse Project. In addition, we paid $20,000 for our option on Agai-Pah Property
and $20,000 for our option on Belshazzar Property.

the year ended December 31, 2023, we used $60,000 to make annual option payments on Swales Property, Agai-Pah Property, and Belshazzar
Property, at $20,000 for each property.

 Off-Balance
Sheet Arrangements

 None.

 Pronouncements

 We
have implemented all new accounting pronouncements that are in effect, and that may impact our financial statements and do not believe
that there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position
or results of operations.

 Item
7A. 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
8. Financial Statements and Supplementary Data

 Our
audited financial statements are set forth in this Annual Report beginning on page F-1.

 NEVADA
CANYON GOLD CORP.

 FINANCIAL
STATEMENTS

 DECEMBER
31, 2024 AND 2023

TO FINANCIAL STATEMENTS

 PAGE

 Financial
 Statements

 Report of Independent Registered Public Accounting Firm (PCAOB ID: 444)

 Consolidated Balance Sheets as of December 31, 2024 and 2023

 Consolidated Statements of Operations for the years ended December 31, 2024 and 2023

 Consolidated Statement of Stockholders' Equity for the years ended December 31, 2024 and 2023

 Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023

 Notes to the Consolidated Financial Statements

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the shareholders and the board of directors of Nevada Canyon Gold Corp.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of Nevada Canyon Gold Corp. ("the Company") as of December 31, 2024
and 2023 and the related consolidated statements of operations, of stockholders' equity and cash flows for the years then ended,
and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated
financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023
and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted
in the United States of America.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part
of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing
an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether
due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audit provides a reasonable basis for our opinion.

 Critical
Audit Matter

 Critical
audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required
to be communicated to the audit committee or those in charge of governance and that: (1) relate to accounts or disclosures that are material
to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined
that there are no critical audit matters.

 /s/
 Assure CPA, LLC

 We
have served as the Company's auditor since 2023.

 Spokane,
Washington

 PCAOB
ID: 444

 March

 F- 1

 Consolidated
Balance Sheets

 December
 31, 2024

 December
 31, 2023

 ASSETS

 Current Assets

 Cash

 $
 7,036,161

 $
 9,744,392

 Note
 receivable

 200,000

 -

 Prepaid
 expenses and other current assets

 312,757

 541,034

 Total
 Current Assets

 7,548,918

 10,285,426

 Investment
 in equity security

 60,462

 56,105

 property and royalty interests

 2,815,395

 780,395

 TOTAL
 ASSETS

 $
 10,424,775

 $
 11,121,926

 LIABILITIES
 AND STOCKHOLDERS' EQUITY

 Current
 Liabilities

 Accounts
 payable and accrued liabilities

 $
 854,447

 $
 846,307

 Related
 party payables

 460,000

 460,000

 Total
 Liabilities

 1,314,447

 1,306,307

 Commitments and Contingencies
 (Note 4)

 -

 -

 Stockholders' Equity

 Preferred
 Stock: Authorized 10,000,000 preferred shares, $ 0.0001 par, none issued and outstanding as of December 31, 2024 and 2023

 -

 -

 Common
 Stock: Authorized 100,000,000 common shares, $ 0.0001 par, 27,424,450 and 25,240,051 issued and outstanding as of December 31, 2024
 and 2023, respectively

 2,742

 2,523

 Additional
 paid-in capital

 17,831,147

 14,957,547

 Obligation
 to issue shares

 Accumulated
 deficit

 ( 8,724,161
)

 ( 5,162,451
)

 Total Stockholders'

 9,110,328

 9,815,619

 TOTAL
 LIABILITIES AND STOCKHOLDERS' EQUITY

 $
 10,424,775

 $
 11,121,926

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

 F- 2

 Consolidated
Statements of Operations

 2024

 2023

 For
 the year ended
 December 31,

 2024

 2023

 Operating
 expenses

 Investor
 awareness and marketing

 $
 1,537,375

 $
 390,662

 Consulting
 fees

 521,980

 424,201

 and officer compensation

 1,688,471

 1,571,805

 expenses

 35,859

 72,523

 General
 and administrative

 56,911

 73,210

 Professional
 fees

 88,831

 126,277

 Transfer
 agent and filing fees

 29,958

 16,747

 Total
 operating expenses

 3,959,385

 2,675,425

 Other
 income (expense)

 Fair
 value gain (loss) on equity investments

 4,357

 ( 100,700
)

 Foreign
 exchange gain (loss)

 ( 16
)

 Interest
 income

 393,334

 121,168

 Total
 other income (expense)

 397,675

 20,475

 Net
 loss

 $
 3,561,710

 $
 2,654,950

 Net
 loss per common share - basic and diluted

 $
 0.14

 $
 0.21

 Weighted
 average number of common shares outstanding:

 Basic
 and diluted

 26,149,738

 12,589,698

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

 F- 3

 Consolidated
Statement of Stockholders' Equity

 Shares

 Amount

 Shares

 Capital

 Deficit

 Obligation

 Additional

 Total

 to Issue

 Paid-in

 Accumulated

 Stockholders'

 Shares

 Amount

 Shares

 Capital

 Deficit

 Balance, December 31, 2022

 11,077,394

 $
 1,107

 $
 -

 $
 3,073,447

 $
 ( 2,507,501
)

 $
 567,053

 Shares and warrants issued for cash

 12,499,343

 1,250

 -

 9,998,225

 -

 9,999,475

 Shares issued on exercise of warrants

 274,425

 -

 329,283

 -

 329,310

 Shares to be issued on exercise of warrants

 -

 -

 -

 -

 Share issuance costs

 -

 -

 -

 ( 403,963
)

 -

 ( 403,963
)

 Stock-based compensation - consultants

 555,556

 -

 388,834

 -

 388,890

 Stock-based compensation - officer

 833,333

 -

 583,250

 -

 Stock-based compensation - directors and CEO

 -

 -

 -

 988,471

 -

 988,471

 Net loss for the year ended December 31, 2023

 -

 -

 -

 -

 ( 2,654,950
)

 ( 2,654,950
)

 Balance, December 31, 2023

 25,240,051

 2,523

 #

 14,957,547

 ( 5,162,451
)

 9,815,619

 Balance

 25,240,051

 2,523

 #

 14,957,547

 ( 5,162,451
)

 9,815,619

 Shares to be issued on exercise of warrants

 -

 -

 -

 -

 Shares issued on exercise of warrants

 455,375

 ( 18,000
)

 546,404

 -

 528,450

 Share issuance costs

 -

 -

 -

 ( 2,999
)

 -

 ( 2,999
)

 Shares issued for services

 35,000

 -

 100,272

 -

 100,275

 Shares issued for future share issuance costs

 27,356

 -

 74,952

 -

 74,955

 Stock-based compensation - consultants

 666,668

 -

 466,601

 -

 466,668

 Stock-based compensation - officer

 1,000,000

 -

 699,900

 -

 Stock-based compensation - directors and CEO

 -

 -

 -

 988,470

 -

 988,470

 Net loss for the year ended December 31, 2024

 -

 -

 -

 -

 ( 3,561,710
)

 ( 3,561,710
)

 Balance, December 31, 2024

 27,424,450

 $
 2,742

 $

 $
 17,831,147

 $
 ( 8,724,161
)

 $
 9,110,328

 Balance

 27,424,450

 $
 2,742

 $

 $
 17,831,147

 $
 ( 8,724,161
)

 $
 9,110,328

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

 F- 4

 Consolidated
Statements of Cash Flow

 2024

 2023

 For the year ended
 December 31,

 2024

 2023

 OPERATING ACTIVITIES:

 Cash flows used in operating activities

 Net loss

 $
 ( 3,561,710
)

 $
 ( 2,654,950
)

 Adjustment to reconcile net loss to net cash used in operating activities:

 Fair value loss (gain) on equity investments

 ( 4,357
)

 100,700

 Stock-based compensation - directors and CEO

 988,470

 988,471

 Stock-based compensation - consultants

 466,668

 388,890

 Stock-based compensation - officer

 Stock-based compensation - investor awareness marketing

 100,275

 -

 Changes in operating assets and liabilities:

 Prepaid expenses and other current assets

 348,232

 ( 536,205
)

 Accounts payable and accrued liabilities

 8,140

 1,344

 Related party payables

 -

 ( 17,031
)

 Net cash used in operating activities

 ( 954,282
)

 ( 1,145,448
)

 INVESTING ACTIVITIES:

 Cash advanced on note receivable

 ( 200,000
)

 -

 Acquisition of mineral property and royalty interests

 ( 2,035,000
)

 ( 60,000
)

 Net cash used in investing activities

 ( 2,235,000
)

 ( 60,000
)

 FINANCING ACTIVITIES:

 Proceeds from sale of common stock and warrants

 -

 9,999,475

 Proceeds from the exercise of warrants

 529,050

 347,310

 Share issuance costs

 ( 2,999
)

 ( 403,963
)

 Share issuance costs on shares to be issued

 ( 45,000
)

 -

 Net cash provided by financing activities

 481,051

 9,942,822

 Net increase (decrease) in cash

 ( 2,708,231
)

 8,737,374

 Cash at beginning of period

 9,744,392

 1,007,018

 Cash at end of period

 $
 7,036,161

 $
 9,744,392

 NONCASH INVESTING AND FINANCING ACTIVITIES:

 Mineral interests acquired with related parties payables,
 net

 $
 20,000

 $
 20,000

 Shares of common stock issued for prepaid share issuance costs

 $
 74,955

 $
 -

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

 F- 5

 NEVADA
CANYON GOLD CORP.

 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS

 FOR
THE YEARS ENDED

 DECEMBER
31, 2024 AND 2023

 NOTE
1 - NATURE OF BUSINESS

Canyon Gold Corp. (the "Company") was incorporated under the laws of the state of Nevada on February 27, 2014. On July 6,
2016, the Company changed its name from Tech Foundry Ventures, Inc. to Nevada Canyon Gold Corp. On December 15, 2021, the Company incorporated
two subsidiaries, Nevada Canyon LLC and Canyon Carbon LLC. Both subsidiaries were incorporated under the laws of the state of Nevada.
The Company is involved in acquiring and exploring mineral properties and royalty interests in Nevada and Idaho.

 Going
Concern

 The
Company's consolidated financial statements are prepared using accounting principles generally accepted in the United States of
America ("US GAAP") applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities
in the normal course of business. The Company is in the business of acquiring and exploring mineral properties and royalty interests
and has not generated or realized any revenues from these business operations. The ability of the Company to continue as a going concern
is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable.

 As
of December 31, 2024, the Company's management has assessed the Company's ability to continue as a going concern. Management's
assessment is based on various factors, including historical and projected financial performance, liquidity, and other relevant circumstances.
As of the date of these consolidated financial statements, the Company has sufficient cash to meet its working capital requirements and
fund its exploration programs and general day-to-day operations for at least the next 12 months. This assessment takes into account the
Company's current cash balances as a result of the sale of the Company's common shares under the offering statement on Form
1-A, a registration statement on Form S-1 (the "Offerings"), and expected future cash inflows from the Offerings, and future
financing the management is planning to undertake.

 While
the Company believes it has the financial resources to continue its operations for the next 12 months, it is important to note that there
are inherent uncertainties in projecting future cash flows, and there can be no assurance that these projections will be realized. The
Company continues to closely monitor its financial position, market conditions, and other factors that may impact its ability to continue
as a going concern. Management's assessment is based on the information available as of the date of this report. If unforeseen
events, adverse market conditions, or other factors negatively affect the Company's financial position in the future, there may
be a need to adjust the going concern assessment. The financial statements do not include any adjustments that might result from the
outcome of this uncertainty. In the event that the Company's ability to continue as a going concern becomes doubtful, adjustments
to the carrying values of assets and liabilities, as well as additional disclosures, would be necessary.

 NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of Presentation

 These
consolidated financial statements and related notes are presented in accordance with US GAAP, and are presented in United States dollars.

 Principles
of Consolidation

 The
consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Nevada Canyon LLC and Canyon
Carbon LLC. On consolidation, all intercompany balances and transactions are eliminated.

 F- 6

 Use
of Estimates and Assumptions

 The
preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect certain
reported amounts and disclosures. Accordingly, actual results could differ from those estimates. The Company regularly evaluates estimates
and assumptions related to the fair value of stock-based compensation, impairment of its interest in mineral properties, and deferred
income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various
other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources.
The actual results experienced by the Company may differ materially and adversely from the Company's estimates. To the extent there
are material differences between the estimates and the actual results, future results of operations will be affected.

 Basis
of Accounting

 The
Company's consolidated financial statements are prepared using the accrual method of accounting.

 Cash
and Cash Equivalents

 Cash
and cash equivalents include bank deposits and highly liquid investments purchased with maturities of three months or less. Cash deposits
with banks may exceed Federal Deposit Insurance Corporation insured limits.

 Deferred
Stock Issuance Costs

 The
Company defers, within prepaid expenses, certain legal, accounting and other third-party fees that are directly related to the Company's
in-process equity financings until such financings are consummated. After consummation of the equity financing, these costs are recorded
as a reduction of the proceeds received as a result of the offering. Should a planned equity financing be abandoned, terminated or significantly
delayed, the deferred offering costs are immediately written off to operating expenses.

Investments

 Investments
in equity securities are generally measured at fair value. Gains and losses for equity securities resulting from changes in fair value
are recognized in current earnings. Gains and losses on the sale of securities are recognized on a specific identification basis.

 Income
Taxes

 The
Company accounts for income taxes under the liability method. Under this method, deferred tax assets and liabilities are determined based
on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year
in which the differences are expected to affect taxable income. The Company provides a valuation allowance for deferred tax assets that
the Company does not consider more likely (than not) to be realized.

 The
Company assesses all material positions taken in any income tax return, including all significant uncertain positions, in all tax years
that are still subject to assessment or challenge by relevant taxing authorities. Assessing an uncertain tax position begins with the
initial determination of the position's sustainability and is measured at the largest amount of benefit that has a greater than
50 percent likelihood of being realized upon ultimate settlement. As of each balance sheet date, unresolved uncertain tax positions must
be reassessed, and the Company will determine whether (i) the factors underlying the sustainability assertion have changed and (ii) the
amount of the recognized tax benefit is still appropriate. The recognition and measurement of tax benefits require significant judgment.
Judgments concerning the recognition and measurement of a tax benefit might change as new information becomes available.

 F- 7

 Earnings
per Share

 The
Company's basic earnings per share ("EPS") is calculated by dividing its net income (loss) available to common stockholders
by the weighted average number of common shares outstanding for the period, excluding the unvested portion of restricted stock. Restricted
stock that has been distributed but not yet vested and thus excluded from the weighted average shares calculation, was Nil and 2,001,667
at December 31, 2024 and 2023, respectively (Note 6).

 The
Company's diluted EPS is calculated by dividing its net income (loss) available to common shareholders by the diluted weighted
average number of shares outstanding during the period. Dilutive earnings per share includes any additional dilution from common stock
equivalents, such as stock options, warrants, and convertible instruments, if the impact is not antidilutive. At December 31, 2024 and
2023, all of the Company's outstanding warrants and restricted stock awards are excluded from the diluted earnings per share calculation
because their impact would be anti-dilutive.

 Fair
Value of Financial Instruments

 The
Company's financial instruments include cash and cash equivalents and investment in equity security. The carrying value of these
financial instruments approximates their fair value based on their short-term nature. The Company is not exposed to significant interest,
exchange or credit risk arising from these financial instruments.

 The
fair value hierarchy under US GAAP is based on the following three levels of inputs, of which the first two are considered observable
and the last unobservable:

 Level
 1:

 Quoted
 prices (unadjusted) in active markets for identical assets or liabilities;

 Level
 2:

 Observable
 inputs other than Level I, quoted prices for similar assets or liabilities in active prices whose inputs are observable or whose
 significant value drivers are observable; and

 Level
 3:

 Assets
 and liabilities whose significant value drivers are unobservable by little or no market activity and that are significant to the
 fair value of the assets or liabilities.

 At
the end of each reporting period, the Company's investment in equity security is measured at fair value using Level 1 inputs. During
the years ended December 31, 2024 and 2023, the Company has no assets or liabilities requiring measurement at fair value on a non-recurring
basis.

 Stock-Based
Compensation

 All
transactions in which goods or services are received for the issuance of shares of the Company's common stock or the issuance of
common stock awards are accounted for based on the fair value of the equity interest issued. The fair value of shares of common stock
is determined based upon the closing price per share of the Company's common stock on the date of issuance and other applicable
inputs. The Company recognizes stock-based compensation for common stock award grants evenly over the related vesting period.

 Mining
Interests and Mineral Exploration Expenditures

costs are expensed in the period in which they occur. The Company capitalizes costs for acquiring and leasing mining properties and expenses
costs to maintain mineral rights as incurred. Should a property reach the production stage, capitalized costs would be amortized using
the units-of-production method based on periodic estimates of ore reserves.

 Impairment
of Long-lived Assets

 The
Company periodically reviews its long-lived assets to determine if any events or changes in circumstances have transpired which indicate
that the carrying value of its assets may not be recoverable. The Company determines impairment by comparing the undiscounted net future
cash flows estimated to be generated by its assets to their respective carrying amounts. If impairment is deemed to exist, the assets
will be written down to fair value.

 F- 8

 Related
Parties and Transactions

 The
Company identifies related parties and discloses related party transactions. Parties, which can be entities or individuals, are considered
to be related if either party has the ability, directly or indirectly, to control or exercise significant influence over the Company
in making financial and operational decisions. Entities and individuals are also considered to be related if they are subject to common
control or significant influence of the Company.

 Segment

 Operating
segments are defined as components of an enterprise that engage in activities from which it may earn revenues and incur expenses for
which separate operational financial information is available and is regularly evaluated by the CODM, who is our Chief Executive Officer,
for the purpose of allocating an enterprise's resources and assessing its operating performance. The Company has determined that
it operates as a single reportable segment, focused on the exploration of its mineral interests in the states of Nevada and Idaho, United
States. This determination is based on the financial information reviewed by the CODM, which is assessed at a consolidated level.

 The
CODM is responsible for evaluating performance, allocating resources, and making strategic decisions. The primary measure used to assess
the Company's profitability is consolidated net loss. The financial position, results of operations, and cash flows of the Company's
single reportable segment align with the consolidated financial statements presented herein. The CEO primarily evaluates the Company's
performance based on consolidated net loss and reviews significant expenses, when applicable, on a consolidated basis, consistent with
the presentation in the consolidated statements of operations. The measure of segment assets is reported on the consolidated balance
sheet as total assets.

 Note
Receivable

 The
Company recognizes note receivables when it has a contractual right to receive principal and, where applicable, interest under the terms
of a written agreement. Note receivables are initially recorded at fair value and subsequently measured at amortized cost using the effective
interest method. Interest income is recognized over the term of the note based on the stated interest rate, unless the note is non-interest
bearing, in which case it is recorded at its present value and the discount is amortized to interest income over the life of the note.
The Company evaluates note receivables for impairment on a periodic basis and establishes an allowance for credit losses when necessary.

 Recent
Accounting Pronouncements

 In
November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07
( Topic 280) Improvements to Reportable Segment Disclosures. The new guidance requires disclosure of significant segment expenses
that are (1) regularly provided to or easily computed from information regularly provided to the chief operating decision maker and (2)
included in the reported measure of segment profit or loss. The new standard also allows companies to disclose multiple measures of segment
profit or loss if those measures are used to assess performance and allocate resources. We adopted this guidance which resulted in
additional required disclosures included in our consolidated financial statements for the year ended December 31, 2024 and segment
disclosure for the comparative year ended December 31, 2023, were modified retrospectively to include the new requirements.

 In
December 2023, the FASB issued ASU 2023-09 ( Topic 740) Improvements to Income Tax Disclosures. The new guidance is intended
to enhance annual income tax disclosures to address investor requests for more information about the tax risks and opportunities present
in an entity's operations. The amendments in this standard require disclosure of additional information in specified categories
with respect to the reconciliation of the effective tax rate to the statutory rate (the rate reconciliation) for federal, state, and
foreign income taxes. They also require greater detail about individual reconciling items in the rate reconciliation to the extent the
impact of those items exceeds a specified threshold. In addition to new disclosures associated with the rate reconciliation, the amendments
in this update require information pertaining to taxes paid (net of refunds received) to be disaggregated for federal, state, and foreign
taxes and further disaggregated for specific jurisdictions to the extent the related amounts exceed a quantitative threshold. The amendments
in this update are effective on January 1, 2025, for annual periods beginning after December 15, 2024, and early adoption is permitted.
The Company does not expect the adoption to have a material impact on the consolidated financial statements and has not early adopted
the standard.

 F- 9

 In
November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures
(Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure about the types of costs and expenses included
in certain expense captions presented on the income statement. The new disclosure requirements are effective for the Company's annual
periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted, and
may be applied either prospectively or retrospectively. The Company is currently evaluating the ASU to determine its impact on our consolidated
financial statements and disclosures.

 Management
does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material
effect on the accompanying financial statements.

 NOTE
3 – RELATED PARTY TRANSACTIONS

 Amounts
due to related parties at December 31, 2024 and 2023:

 SCHEDULE OF RELATED PARTY TRANSACTIONS

 December 31, 2024

 December 31, 2023

 Amounts due to a member of the Board and Chief Financial Officer ("CFO") (a)

 $
 100,000

 $
 100,000

 Amounts due to a company controlled by a member of the Board and CFO (a)

 360,000

 360,000

 Total related party payables

 $
 460,000

 $
 460,000

 (a)

 These
 amounts are non-interest bearing, unsecured and due on demand.

the years ended December 31, 2024 and 2023, the Company had the following transactions with its related parties:

 SCHEDULE OF TRANSACTIONS WITH ITS RELATED PARTIES

 2024

 2023

 Year
ended December 31,

 2024

 2023

 Director stock-based compensation incurred to a director and CFO

 $

 $

 Director stock-based compensation incurred to a director

 $

 $

 Director stock-based compensation incurred to a director, CEO, and former President

 $
 493,823

 $
 493,824

 Officer stock-based compensation incurred to VP of Operations

 $

 $

 Geological consulting fees paid to a company controlled by the CEO

 $
 -

 $
 51,000

 Related party transactions

 $
 -

 $
 51,000

 See
 Note 4 - Mineral Property Interests for further information on related party transactions and Note 6 - Stockholders'
Equity for further information regarding stock issued to related parties.

 F- 10

 NOTE
4 – MINERAL PROPERTY AND ROYALTY INTERESTS

 As
of December 31, 2024, the Company's mineral property interests are comprised of the Lazy Claims Property, the Loman Property, the
Agai-Pah Property, Swales Property located in Nevada, and the Belshazzar Property located in Idaho. In addition, the Company holds a
 1 % production royalty on the Olinghouse Project, 2 % net smelter returns royalty ("NSR") on the Palmetto Project, 2 % NSR on
the Lapon Canyon Project, 1 % NSR on 36 Sleeper claims included in the Lapon Canyon Project, and 2 % NSR on the Pikes Peak Project which
are all located in Nevada.

OF MINERAL PROPERTY INTERESTS

 December 31, 2024

 December 31, 2023

 Mineral Property Interests

 Lazy Claims

 $
 -

 $
 -

 Loman

 10,395

 10,395

 Agai-Pah

 80,000

 60,000

 Belshazzar

 80,000

 60,000

 Swales

 80,000

 60,000

 Sub-total, Mineral Property Interests

 250,395

 190,395

 Royalty Interests

 Olinghouse

 1,740,000

 240,000

 Palmetto

 350,000

 350,000

 Lapon Canyon (including Sleeper claims)

 325,000

 -

 Pikes Peak

 150,000

 -

 Sub-total, Royalty Interests

 2,565,000

 590,000

 Total Mineral Property and Royalty Interests

 $
 2,815,395

 $
 780,395

Property Interests

 Lazy
Claims Property

 On
August 2, 2017, the Company 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.

the years ended December 31, 2024 and 2023, the Company paid $ 2,000, each, in minimum annual payments that are required under the Lazy
Claims Agreement. These fees were recorded as part of the Company's exploration expenses. During the years ended December 31, 2024
and 2023, the Company paid $ nil (December 31, 2023-$ 543) in additional exploration expenses.

 Loman

 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.

the year ended December 31, 2024, the Company paid $ 3,459 (December 31, 2023 - $ 4,791) in annual mining claim fees. These fees were recorded
as part of the Company's exploration expenses.

 Agai-Pah

 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 Corporation 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 managing member of MSM, is the CEO and director of the Company.

 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.

 F- 11

the years ended December 31, 2024 and 2023, the Company paid $ 20,000, each, in annual payments required under the Agai-Pah Property Agreement.

the year ended December 31, 2024, the Company paid $ 4,307 (December 31, 2023 - $ 3,552) in annual mining claim fees. These fees were recorded
as part of the Company's exploration expenses.

 Belshazzar

 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 Corporation 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"). Alan Day, the managing member of Belshazzar, is the CEO and director of the Company.

 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 BH, 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.

the years ended December 31, 2024 and 2023, the Company paid $ 20,000, each, in annual payments required under the Belshazzar Property
Agreement.

the year ended December 31, 2024, the Company paid $ 3,475 (December 31, 2023 - $ 2,825) in annual mining claim fees and spent an additional
$ 500 (December 31, 2023 - $ Nil) for geological work done on the Belshazzar Property. These fees were recorded as part of the Company's
exploration expenses.

 Swales

 On
December 27, 2021, the Company 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 continues 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 consists 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 remains in effect. The Company has
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 will be required to pay $ 750,000 (the "Swales Purchase Price"). The Swales Purchase
Price can be 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, shall not be applied or credited against the Swales Purchase Price.

 F- 12

 The
Company made the initial cash payment of $ 20,000 on January 15, 2022, and made the first $ 20,000 anniversary payment on March 14, 2023.
At December 31, 2023, the Company accrued the second $ 20,000 anniversary payment, which was paid on February 16, 2024. At December 31,
2024, the Company accrued the third $ 20,000 anniversary payment, which was paid subsequent to the year-end.

the year ended December 31, 2024, the Company paid $ 8,547 (December 31, 2023 - $ 7,092) in annual mining claim fees. These fees were recorded
as part of the Company's exploration expenses.

Interests

 Olinghouse
Project

 On
December 17, 2021, the Company's wholly-owned subsidiary, Nevada Canyon, LLC, entered into an Option to Purchase Agreement (the
 " Olinghouse Agreement") with Target Minerals, Inc ("Target "), a private Nevada company, to acquire
 100 % interest of Target's 1% production royalty from the net smelter returns on all minerals and products produced from certain
properties comprising the Olinghouse Project located in Nevada.

 Under
the terms of the Olinghouse Agreement, the Company was required to make an initial cash option payment of $ 200,000 on execution of the
Agreement, which the Company paid on December 18, 2021.

 On
December 23, 2022, the Company and 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.

 In
December of 2023, in accordance with Article 3 of the Olinghouse Agreement, the Company notified Target of its intent to exercise the
option to acquire the 1 % production royalty on the Olinghouse Project, and on August 14, 2024, the Company made the final $ 1,500,000
option payment, based on the amended Olinghouse Agreement, on the transfer of Royalty Deed in the Company's name. Following the
transfer of the 1 % production royalty interest, the Company has no further obligations under the Olinghouse Agreement.

the years ended December 31, 2024 and 2023, the Company did not incur any exploration costs associated with the Olinghouse Project.

 Palmetto
Project

 On
January 27, 2022, Nevada Canyon, LLC entered into a Royalty Purchase Agreement with Smooth Rock Ventures, LLC, a wholly-owned subsidiary
of Smooth Rock Ventures Corp. ("Smooth Rock"), to acquire a 2 % net smelter returns royalty on the Palmetto Project. Alan
Day, the Company's is also a director of Smooth Rock.

 To
acquire the 2 % NSR on the Palmetto Project, Nevada Canyon agreed to pay Smooth Rock a one-time cash payment of $ 350,000, which was paid
on February 7, 2022.

the years ended December 31, 2024 and 2023, the Company did not incur any additional expenses associated with the Palmetto Project.

 Lapon
Canyon Project

 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 Walker River Resources Corp. ("WRR"), to acquire a 2 % NSR on the Lapon Canyon Project, (the
"Lapon Canyon Project") for a one-time cash payment of $ 300,000.

 F- 13

 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 addition, the Company also acquired an additional 1 % NSR
from two individuals who held the NSR on the 36 Sleeper claims that are included in the Lapon Canyon Project. The Company paid a total
of $ 25,000 for a 1 % NSR on 36 Sleeper claims.

the year ended December 31, 2024, the Company did not incur any expenses associated with the Lapon Canyon Project.

 Pikes
Peak Project

 On
June 12, 2024, the Company acquired a 2 % NSR on the Pikes Peak Project (the "Pikes Peak Project") from Walker River, who
owns a 100 % undivided interest in the Pikes Peak Project. The Pikes Peak Project consists of 36 unpatented lode mining claims situated
in Mineral County, Nevada, within the northern portion of the Walker Lane gold trend, for a one-time cash payment of $ 150,000.

the year ended December 31, 2024, the Company did not incur any expenses associated with the Pikes Peak Project.

 NOTE
5 – INVESTMENT IN EQUITY SECURITY

 As
at December 31, 2024 and 2023, the Company's equity investment consisted of 511,750 common shares of WRR.

 At
December 31, 2024 and 2023, the fair value of the equity investment was $ 60,462 and $ 56,105, respectively, based on the trading price
of WRR Shares at December 31, 2024 and 2023. Fair value is measured using Level 1 inputs in the fair value hierarchy.

the year ended December 31, 2024, the revaluation of the equity investment in WRR resulted in a $ 4,357 gain on the change in fair value
of the equity investment (December 31, 2023 - $ 100,700 loss).

 The
Company did not sell any WRR Shares during the years ended December 31, 2024 and 2023.

 NOTE
6 – STOCKHOLDERS' EQUITY

 The
Company was formed with one class of common stock, $ 0.0001 par value, and is authorized to issue 100,000,000 common shares and one class
of preferred stock, $ 0.0001 par value, and is authorized to issue 10,000,000 preferred shares. Voting rights are not cumulative and,
therefore, the holders of more than 50% of the common stock could, if they chose to do so, elect all of the directors of the Company.

transactions during the year ended December 31, 2024

 On
June 7, 2024, the Company issued 35,000 Common Shares valued at $ 100,275 for investor awareness and marketing services. The fair value
of the shares issued was based on the trading price of the Company's Common Shares on the date of issuance, being $ 2.865 per Common
Share.

the year ended December 31, 2024, the Company issued 455,375 Common Shares for total proceeds to the Company of $ 528,450 on exercise
of the Warrants issued as part of the Offering (see below), which the Company closed in its fiscal 2023 year. Of this amount, $ 18,000
was received during the year ended December 31, 2023, and was recorded as an obligation to issue shares. The Company paid $ 2,999 in share
issuance costs associated with the exercise of these Warrants.

 On
October 3, 2024, the Company entered into a common stock purchase agreement (the "Purchase Agreement") with an institutional
investor ("Investor"), which provides that the Company may sell to the Investor up to $ 25,000,000 of the Company's
common stock for the duration of the Purchase Agreement. Additionally, the Company and the 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 (the "SEC") covering the resale of shares of Common Stock that would be issued to
Investor under the Purchase Agreement. The Company filed a preliminary registration statement on Form S-1 on October 25, 2024. The Form
S-1 was receipted and made effective by the SEC on November 8, 2024.

 F- 14

 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 the Investor, and the 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. 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 the Investor $ 250,000 worth of Common Stock (the "Commitment
Shares") as consideration for the Investor's commitment to purchase shares of Common Stock upon the Company's direction
under the Purchase Agreement. The Company issued 30% of the Commitment Shares ( 27,356 shares) on October 4, 2024. An additional 30% of
the Commitment Shares shall be issued to the 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.

 Subsequent
to December 31, 2024, the Company issued a total of 180,000 shares under the Purchase Agreement at an average cost of $ 1.60 per share
for total proceeds of $ 288,149.

transactions during the year ended December 31, 2023

 Units
issued under the Offering Statement on Form 1-A

the year ended December 31, 2023, the Company issued a total of 12,499,343 units of its common stock pursuant to its offering statement
on Form 1-A (the "Offering"). Each unit is comprised of one common share, and one common share purchase warrant to purchase
one additional common share at an exercise price of $ 1.20 per Warrant Share, expiring 24 months from the issuance date.

 The
Units were issued in five separate tranches as follows:

OF UNITS ISSUED IN FIVE SEPARATE TRANCHES

 Effective date

 Number of units issued

 Gross
 proceeds

 Share issuance costs – cash

 Share issuance costs – agent warrants

 Net
 proceeds

 July 27, 2023

 432,914

 $
 346,331

 $
 26,178

 $
 3,404

 $
 320,153

 August 28, 2023

 2,886,124

 2,308,899

 86,960

 22,694

 2,221,939

 September 23, 2023

 2,218,222

 1,774,578

 69,098

 17,442

 1,705,480

 October 18, 2023

 4,958,717

 3,966,974

 134,270

 38,936

 3,832,704

 November 3, 2023

 2,003,366

 1,602,693

 84,955

 15,730

 1,517,738

 Total

 12,499,343

 $
 9,999,475

 $
 401,461

 $
 98,206

 $
 9,598,014

 The
Company incurred a total of $ 499,667 in share issuance costs of which $ 98,206 were associated with issuance of 124,994 agent warrants
(the "Agent Warrants"). The Agent Warrants are exercisable at $ 1.20 and expire 5 years from the issuance date. The fair value
of the Agent Warrants was determined using the Black-Scholes Option Pricing Model with the following assumptions: expected life of 5
years, risk-free interest rate between 4.49 % and 4.57 %, expected dividend yield - $ Nil, and expected share price volatility between 214 %
and 216 %.

the year ended December 31, 2023, the Company issued 274,425 Common Shares for total proceeds to the Company of $ 329,310 on exercise
of the Warrants issued as part of the Offering. The Company paid $ 2,500 in share issuance costs associated with the exercise of these
Warrants.

 F- 15

 Subsequent
to December 31, 2023, the Company issued 81,950 Common Shares for total proceeds to the Company of $ 98,340 on exercise of the Warrants
issued as part of the Offering. Of this amount, $ 18,000 was received during the year ended December 31, 2023, and was recorded as an
obligation to issue shares.

 Warrants

 The
changes in the number of warrants outstanding for the years ended December 31, 2024 and 2023, are as follows:

OF CHANGES IN NUMBER OF WARRANTS OUTSTANDING

 Year ended December 31, 2024

 Year ended December 31, 2023

 Number of warrants

 Weighted average exercise price

 Number of warrants

 Weighted average exercise price

 Warrants outstanding, beginning

 12,349,912

 $
 1.20

 -

 $
 -

 Warrants issued - offering

 -

 $
 -

 12,499,343

 $
 1.20

 Warrants issued - agent

 -

 $
 -

 124,994

 $
 1.20

 Warrants exercised

 ( 455,375
)

 $
 1.20

 ( 274,425
)

 $
 1.20

 Warrants outstanding, ending

 11,894,537

 $
 1.20

 12,349,912

 $
 1.20

 Details
of warrants outstanding as at December 31, 2024, are as follows:

OF WARRANTS OUTSTANDING

 Number
of warrants
 exercisable

 Expiry date

 Exercise
 price

 391,739

 July 27, 2025

 $
 1.20

 2,754,824

 August 28, 2025

 $
 1.20

 2,054,097

 September 23, 2025

 $
 1.20

 55,373
 (1)

 September 23, 2028

 $
 1.20

 4,646,267

 October 18, 2025

 $
 1.20

 1,922,616

 November 3, 2025

 $
 1.20

 69,621
 (1)

 November 3, 2028

 $
 1.20

 11,894,537

 $
 1.20

 (1)

 Agent
 warrants

 At
December 31, 2024, the weighted average life of the warrants was 0.78 years.

 Share-based
compensation

the year ended December 31, 2024 and 2023, the Company recognized share-based compensation as follows:

OF RECOGNIZED SHARE-BASED COMPENSATION

 2024

 2023

 Year
ended December 31,

 2024

 2023

 Directors and CEO

 $
 988,470

 $
 988,471

 Officer – VP of Operations

 Consultants

 466,668

 388,890

 Investor awareness and marketing

 100,275

 -

 Total

 $
 2,255,413

 $
 1,960,694

 F- 16

 Directors:

 On
December 30, 2021, the Company distributed a total of 6,005,000 shares of common stock to the Company's directors (the "Director
Shares"). The Director Shares were subject to the terms and conditions included in 3-year lock-up and vesting agreements (the "Lock-up
Agreements"), which contemplated that the Director Shares would vest in equal annual installments over a 3 -year term during which
term the shareholders agreed not to sell, directly or indirectly, or enter into any other transactions involving the Company's
common shares regardless if the shares have vested or not.

 The
fair value of the shares was determined to be approximately $ 2,965,413 or $ 0.4938 per share based on the trading price of the Company's
common stock on the issue date adjusted for the restrictions under the Lock-up Agreements. The shares vested over three years. As at
December 31, 2024, all shares have vested.

 Officer
– VP of Operations:

 On
February 24, 2023, the Company entered into a consulting agreement with the Company's Vice President of Operations (the "VP
Agreement"). The Company agreed to issue 2,000,000 shares of its common stock for the services. The shares vest ratably over a
two-year period, beginning March 1, 2023, and vested shares are distributed quarterly. The fair value of the shares was $ 1,400,000 or
$ 0.70 per share based on the trading price of the Company's common stock on the date the service period began. As at December 31,
2024, the Company had distributed a total of 1,833,333 shares under the VP Agreement.

 Unvested
compensation related to the shares to be issued under the VP Agreement of $ 116,667 will be recognized over the next two months.

 Consultants:

 On
February 24, 2023, the Company entered into two separate consulting agreements with consultants (the "Consulting Agreements")
in exchange for a total of 2,000,000 shares of its common stock. All shares vest ratably over a three-year period, beginning March 1,
2023, and vested shares are distributed quarterly. The fair value of the shares was $ 1,400,000 or $ 0.70 per share based on the trading
price of the Company's common stock on the date the service period began. As at December 31, 2024, the Company had distributed
a total of 1,222,222 shares under the Consulting Agreements.

 Unvested
compensation related to the Shares to be issued under the Consulting Agreements of $ 544,444 will be recognized over the next 1.16 years.

 NOTE
7 – PREPAID EXPENSES AND OTHER CURRENT ASSETS

 Prepaid
expenses and other current assets at December 31, 2024 and 2023:

 SCHEDULE OF PREPAID EXPENSES

 December 31, 2024

 December 31, 2023

 Prepaid advertising and investor relations services

 $
 150,367

 $
 500,367

 Prepaid filing and listing fees

 158,876

 38,042

 Prepaid consulting fees

 2,725

 2,625

 Interest accrued on note receivable

 -

 Total

 $
 312,757

 $
 541,034

 NOTE
8 – NOTE RECEIVABLE

 On
December 19, 2024, Nevada Canyon, LLC advanced to Walker River Resources, LLC ("Walker River") $ 200,000 in exchange for a
promissory note for a maximum of $ 500,000. The principal amount advanced under the note receivable accumulates interest at a rate of
 12 % per annum. In the event of default, Walker River agreed to grant Nevada Canyon production royalty from the Lapon Canyon Project,
based on the percentage of the NSR Royalty as defined in the Royalty Purchase Agreement dated May 24, 2024 (Note 4).

 As
at December 31, 2024, the Company accrued $ 789 in interest receivable from Walker River Resources under the promissory note (Note 7).

 F- 17

 NOTE
9 – INCOME TAXES

 A
reconciliation of the expected income tax expense to the actual income tax expense is as follows:

 SCHEDULE OF RECONCILIATION OF EXPECTED INCOME TAX EXPENSE

 2024

 2023

 Net loss before tax

 $
 ( 3,561,710
)

 $
 ( 2,654,950
)

 Statutory tax rate

 %

 %

 Expected income tax recovery at statutory rate

 ( 747,959
)

 ( 557,539
)

 Non-deductible expenditures

 ( 1,847
)

 8,900

 Change in prior year estimates

 7,059

 -

 Change in valuation allowance

 742,747

 548,639

 Total income tax expense

 $
 -

 $
 -

 The
Company has the following deductible temporary differences:

 SCHEDULE OF DEFERRED TAX ASSETS

 2024

 2023

 Deferred income tax assets

 Non-capital loss carry-forward

 $
 627,100

 $
 313,022

 Equity security

 8,002

 8,917

 Stock-based compensation

 864,325

 411,746

 Total deferred income tax assets

 1,499,427

 733,685

 Deferred income tax liabilities

 Mineral properties

 ( 22,995
)

 -

 Less: Valuation allowance

 ( 1,476,432
)

 ( 733,685
)

 Net deferred income tax assets

 $
 -

 $
 -

 At
December 31, 2024, the Company had federal and state net operating loss carryforwards of approximately $ 2.9 million, $ 90,000 of which
expire by 2037. The remaining balance of approximately $ 2.9 million will never expire but its utilization is limited to 80% of taxable
income in any future year.

 The
Company has evaluated all tax positions for open years and has concluded that they have no material unrecognized tax benefits or penalties.
It is not anticipated that unrecognized tax benefits would significantly increase or decrease within 12 months of the reporting date.
The Company recognizes interest and penalties related to unrecognized tax benefits in interest expense and penalties within operating
expenses. The Company's federal income tax returns for fiscal years 2022 through 2024 remain open and subject to examination. Tax
attributes from prior years can be adjusted during an IRS audit.

 NOTE
10 – SUBSEQUENT EVENTS

 On
January 31, 2025, the Company, through Nevada Canyon, LLC, 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 (Note 8). 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 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, was deemed satisfied in full and credited toward Nevada Canyon's exploration expenses obligations for
the first Annual Period (Note 8).

 On
February 21, 2025, the Company entered into a marketing consulting services agreement for investor relations, consulting and advisory
services. The agreement is for an initial term of six months, subject to extension by mutual agreement. In consideration for the services,
the Company agreed to pay a cash fee of $ 300,000. Following the initial term, the Company may elect to continue with an active monthly
budget or switch to a monthly maintenance budget of $ 50,000 that provides for reduced services.

 F- 18

 Item
9. Controls and Procedures

 (a)
Evaluation of Disclosure Controls and Procedures.

 Disclosure
controls and procedures are designed to ensure that information required to be disclosed in our periodic reports filed with the Securities
and Exchange Commission, such as this Annual Report on Form 10-K, is recorded, processed, summarized and reported within the time periods
specified by the Securities and Exchange Commission. Disclosure controls are also designed with an objective of ensuring that such information
is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, in order to allow
timely consideration regarding required disclosures.

 The
evaluation of our disclosure controls by our principal executive officers included a review of the controls' objectives and design,
the operation of the controls, and the effect of the controls on the information presented in this Annual Report. Our management, including
our Chief Executive Officer and Chief Financial Officer, does not expect that disclosure controls can or will prevent or detect all errors
and all fraud, if any. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met. Also, projections of any evaluation of the disclosure controls and procedures to future
periods are subject to the risk that the disclosure controls and procedures may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.

 As
of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures,
as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report.
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures
as of December 31, 2024, were not effective in providing timely material information which is required to be included in our periodic
reports filed with the SEC as of the end of the period covering this report and to ensure that information required to be disclosed by
us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commission's rules and forms.

 (b)
Management's Annual Report on Internal Control over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company in accordance
with Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable
assurance regarding the (i) effectiveness and efficiency of operations, (ii) reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles, and (iii) compliance with applicable
laws and regulations. Our internal controls framework is based on the criteria set forth in the Internal Control - Integrated Framework
published in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, 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.

 Based
on an assessment of the Company's internal control procedures over financial reporting at December 31, 2024, management has concluded
that the internal control over financial reporting is not effective. We have identified current material weaknesses considering the nature
and extent of our current operations and any risks or errors in financial reporting under current operations. In the view of management,
the Company does not have adequate segregation of duties in the handling of its financial reporting due to a limited number of personnel.

 (c)
Changes in Internal Controls

 There
were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2024, that had materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 Item
9B. Other Information

 None.

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance

 Our
directors serve until his or her successor is elected and qualified. Our directors elect our officers to a term of one (1) year and they
serve until their successors are duly elected and qualified, or until they are removed from office. The board of directors has no nominating
or compensation committees.

 The
name, age, and position of our present officer and directors are set forth below:

 Name

 Age

 Title(s)

 Lisa
 Doddridge

 President
 and Director

 Alan
 Day

 Chief
 Executive Officer, Principal Executive Officer, Director, and Former President,

 Cocks

 Chief Financial Officer, Principal Accounting Officer and Secretary

 Ryan
 McMillan

 Vice
 President of Operations

 Robert
 F. List

 John
 Schaff

 Smith
 Miller

Cocks has held his offices/positions since February 28, 2014, and we expect him to hold his offices/positions at least until the next
annual meeting of our shareholders.

 Alan
Day and Robert F. List were appointed to the board of directors on November 17, 2021. Effective May 4, 2023, Alan Day was appointed to
serve as President and Chief Executive Officer of the Company. We expect Mr. Day and Mr. List to hold their offices/positions at least
until the next annual meeting of our shareholders.

 Ryan
McMillan was appointed Vice President of Operations on March 1, 2023, and we expect him to hold his office/position at least until the
next annual meeting of our shareholders.

 John
Schaff and Smith Miller were appointed to the board of directors on January 18, 2024. We expect Mr. Schaff and Mr. Miller to hold their
offices/positions at least until the next annual meeting of our shareholders.

 Effective
March 18, 2025, the Company appointed Lisa Doddridge to the Board of Directors, and as President of the Company.

 Ms.
Lisa Doddridge, President and Director

 Ms.
Doddridge, BComm (Hons) is an accomplished mining industry executive with more than 20 years of experience. During her career, Ms. Doddridge
formulated, executed, and led the investor relations and communications strategies for global mining companies including Iamgold, Kinross,
Yamana and First Quantum Minerals. She has been involved in numerous high-profile, multibillion-dollar mergers and acquisitions, debt
and equity transactions. Ms. Doddridge holds an Honors Bachelor of Commerce degree from the University of Guelph.

 Mr.
Alan Day, Chief Executive Officer, Director, former President

 Mr.
Day was appointed to our board of directors on November 17, 2021, and as our President and CEO on May 4, 2023. Mr. Day has an extensive
financial, operational and administrative background with over 30 years' experience of exploration and mining experience with a
focus on precious metals, copper and nickel. He has held senior project management roles in exploration, mining as well as environmental
remediation programs. Mr. Day's company, Mineral Exploration Services, Ltd. was formed in 1998 to serve the mining industry in
property acquisitions and divestures, claim locating, complete exploration services, including geological consulting and project management.
Mr. Day received a B.S. in Geology and a B.A. in Spanish, from the University of Utah in 1990.

 Mr.
Day resigned as President on March 18, 2025, but will remain CEO of the Company and has been appointed Chairman of the Board of Directors.

 Mr.
Jeffrey Cocks, Chief Financial Officer, Secretary, Director, and Chairman

Cocks is our Chief Financial Officer, Chairman, and Secretary and has served in that capacity since February 28, 2014. From August 1996
to the present, Mr. Cocks has served as the Chairman and Chief Executive Officer of West Isle Ventures, Ltd., a Canadian company that
provides consulting services to start-ups and other companies. Mr. Cocks also serves on the board of directors and audit committee of
Carson River Ventures Corp. which is traded on the Canadian Securities Exchange. Mr. Cocks has over 25 years of experience in consulting,
sales, marketing, product development and branding as well as corporate compliance in the executive offices including overseeing his
company's accounting, compliance and finance departments and as a director of several public companies in both the United States
and Canada. Mr. Cocks holds a certificate from Simon Frasier University in its securities program.

 On
March 18, 2025, Mr. Cocks, resigned from his position of Chairman of the board of directors, and was appointed as the full time Chief
Financial Officer of the Company and remains in his office as a Director.

 Mr.
Robert (Bob) F. List, Director

 Mr.
List was appointed to our board of directors on November 17, 2021. Mr. List brings a wealth of Nevada knowledge, experience, contacts,
and long-standing relationships to the Company. He served as the Governor of Nevada from 1979-1983. Prior to being elected Governor,
he served as district attorney of Carson City and 8 years as Attorney General of Nevada. He was Chairman of both the Western Governors
Association and the Conference of Western Attorney Generals. Mr. List has been appointed to numerous boards and commissions in the administrations
of Presidents Nixon, Ford, Reagan, and George H.W. Bush, including the National Public Lands Advisory Council. He has served as a director
for several private and public companies. Mr. List currently is Of Counsel to the Las Vegas law firm Jolley Urga Woodbury and Holthus,
specializing in natural resources, finance, gaming, regulatory and administrative law. He is a member of the Bar Associations of Nevada
and the District of Columbia. Mr. List received his B.S. from Utah State University and his LL.B and J.D. law degrees from the University
of California and Hastings College of Law.

 Mr.
Ryan McMillan, Vice President of Operations

 Mr.
McMillan was appointed our Vice President of Operations on March 1, 2023. Since August 2012, Mr. McMillan has served as a private consultant
engaged in business structuring, advising on multi-national corporate mergers, acquisitions, corporate finance and restructuring (debt
workouts, debt-equity swaps and capital restructuring), recapitalization (arranging new debt and equity financing) and creating exit
strategies—primarily utilizing traditional IPO's and Alternative Public Offerings. Prior thereto from September 2011 to July
2012, Mr. McMillan worked as Director of Business Development for a private company based in Los Angeles, CA where he was responsible
for financial model design, attracting new customers in both new and existing market places, and M&A transactions. In 2007, Mr. McMillan
joined a San Diego-based private equity firm engaged in $1 to 3 million seed financing for non-industry specific startups, as an Associate
in the company's Capital Market's Division. Mr. McMillan's primary duties involved identifying and interacting with
the emerging companies that partnered with the firm, investor relations, which included raising new forms of private capital and developing
advisory leads. Mr. McMillan attended University of Arizona where he studied Regional Development with an emphasis in Business.

 Mr.
Schaff, Director

 Mr.
Schaff was appointed to our board of directors on January 18, 2024. Mr. Schaff has worked for over 30 years in the exploration industry
for both junior and senior mining companies. Mr. Schaff has actively participated in numerous discoveries including Kennecott's
Gemfield, Midway, Castle Au deposits in Nevada, the Whistler Cu-Au deposit in Alaska, Rio Tinto's Eagle Cu-Ni deposit in Michigan,
the Tamarack Cu-Ni deposit in Minnesota, the Diavik Diamond Mine in the Northwest Territories, Canada; and Noranda's Lynne VMS
deposit in Wisconsin. Mr. Schaff's experience also includes serving as Exploration Manager with Coeur Mining, where he was an integral
part in the discovery of the C-Horst deposit located in the highly active Bare Mountain Mining District near Beatty, Nevada. Mr. Schaff
received his Bachelor of Science (Geology) from Bemidji State University, Bemidji, Minnesota in 1987.

 Mr.
Miller, Director

 Mr.
Miller was appointed to our board of directors on January 18, 2024. Mr. Miller is the CEO and founding member of Strategic Tax Solutions
("STS") with offices in Boise, Idaho and Loomis, California. He has more than 20 years of experience working with various
size companies providing research & development ("R&D") tax credit services. STS has successfully completed R&D
tax credits for hundreds of projects, across multiple industries including but not limited to architecture, engineering, manufacturing,
design build contractors, aerospace/DOD, and software. Prior to starting STS, Mr. Miller spent numerous years with two regional accounting
firms building some of the industry's best tax credit and incentive programs. During his career, Mr. Miller has developed a reputation
for his expertise and strategic approach as a leader in federal and state research and development tax credits and incentives. In 1987,
Mr. Miller received his Bachelor of Science (B.S.) from California State University, Sacramento, CA and his B.S. General Business from
Regents College, Albany N.Y.

 Possible
Potential Conflicts

 Our
common stock is quoted on the OTC Link alternative trading system on the OTC Pink marketplace, which does not have director independence
requirements.

 No
member of management will be required by us to work on a full-time basis. Accordingly, certain conflicts of interest may arise between
us and our officer and directors in that they may have other business interests in the future to which they devote their attention, and
they may be expected to continue to do so although management time must also be devoted to our business. As a result, conflicts of interest
may arise that can be resolved only through the exercise of such judgment as is consistent with each officer's and director's
understanding of his fiduciary duties to us. In the course of other business activities, they may become aware of business opportunities
that may be appropriate for presentation to us, as well as the other entities with which they are affiliated. As such, there may be conflicts
of interest in determining to which entity a particular business opportunity should be presented. In an effort to reduce or minimize
any conflicts, our directors and officers have orally agreed that any opportunities that are presented to them in the United States will
be directed to the Company and that any opportunities presented to them in Canada will be available for their other business interests.

 We
cannot provide assurances that our efforts to eliminate the potential impact of conflicts of interest will be effective.

 Currently,
we have five directors and an officer and will seek to add additional officer(s) and/or director(s) as and when the proper personnel
is located, and terms of employment are mutually negotiated and agreed, and we have sufficient capital resources and cash flow to make
such offers.

 We
cannot provide assurances that our efforts to eliminate the potential impact of conflicts of interest will be effective.

 Code
of Business Conduct and Ethics

 On
February 28, 2014, we adopted a Code of Ethics and Business Conduct which is applicable to our future employees and which also includes
a Code of Ethics for our chief executive officer and principal financial officer and any persons performing similar functions. A code
of ethics is a written standard designed to deter wrongdoing and to promote:

 honest
 and ethical conduct;

 full,
 fair, accurate, timely and understandable disclosure in regulatory filings and public statements;

 compliance
 with applicable laws, rules and regulations;

 the
 prompt reporting violation of the code; and

 accountability
 for adherence to the code.

 A
copy of our Code of Business Conduct and Ethics has been filed with the Securities and Exchange Commission as Exhibit 14.1 to our registration
statement.

 Board
of Directors

 Our
directors hold office until the completion of their term of office, which is not longer than one year, or until a successor(s) have been
elected. We reimburse our directors for their services with shares of our Common Stock, we may also compensate them for their role as
officers, which compensation may be in the form of cash or equity.

 Involvement
in Certain Legal Proceedings

the past ten years, no present director, executive officer or person nominated to become a director or an executive officer of us:

 (1)

 had
 a petition under the federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar
 officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at
 or within two years before the time of such filing, or any corporation or business association of which he was an executive officer
 at or within two years before the time of such filing;

 (2)

 was
 convicted in a criminal proceeding or subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

 (3)

 was
 subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
 permanently or temporarily enjoining him from or otherwise limiting his involvement in any of the following activities:

 i.

 acting
 as a futures commission merchant, introducing broker, commodity trading advisor commodity pool operator, floor broker, leverage transaction
 merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing,
 or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any
 investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice
 in connection with such activity;

 ii.

 engaging
 in any type of business practice; or

 iii.

 engaging
 in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal
 or state securities laws or federal commodities laws; or

 (4)

 was
 the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of a federal or state authority barring,
 suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph
 (3) (i), above, or to be associated with persons engaged in any such activity; or

 (5)

 was
 found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading
 Commission to have violated a federal or state securities or commodities law, and for which the judgment has not been reversed, suspended
 or vacated.

 Committees
of the Board of Directors

 Our
board of directors is planning to establish an audit committee and a compensation committee as soon as is practicable. We believe that
five directors is sufficient to have effective committee systems. The audit committee will review the results and scope of the audit
and other services provided by the independent auditors and review and evaluate the system of internal controls. The compensation committee
will manage any stock option plan we may establish and review and recommend compensation arrangements for the officers. No final determination
has yet been made as to the memberships of these committees. See "Executive Compensation" hereinafter.

 We
will reimburse all directors for any expenses incurred in attending directors' meetings provided that we have the resources to
pay these fees. We will consider applying for officers and directors' liability insurance at such time when we have the resources
to do so.

 Compliance
with Section 16(a) of the Exchange Act

 Section
16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our equity
securities (collectively, the "Reporting Persons"), to file reports of ownership and changes in ownership with the SEC. Under
the SEC regulations, Reporting Persons are required to provide us with copies of all forms that they file pursuant to Section 16(a).
To our knowledge, based solely upon review of the copies of such reports received or written representations from the reporting persons,
we believe that during the period covered by this Annual Report, our directors, executive officers and persons who own more than 10%
of our common stock complied with all Section 16(a) filing requirements.

 Item
11. Executive Compensation

 The
following table shows, for the years ended December 31, 2024, and 2023, compensation awarded to, paid to, or earned by, our Chief Executive
Officer, Chief Financial Officer (the "Named Executive Officer") and directors.

 SUMMARY
COMPENSATION TABLE

 Name
 and principal position

 Year

 Salary
 ($)

 Bonus
 ($)

 Stock
 Awards ($)

 Option
 Awards ($)

 Non-Equity
 Incentive Plan Compensation ($)

 Nonqualified
 Deferred Compensation Earnings ($)

 All
 Other Compensation ($)

 Total
 ($)

 Cocks (1) CFO and

 2024

 -

 -

 -

 -

 -

 -

 2023

 -

 -

 -

 -

 -

 -

 Alan
 Day (1,2)

 2024

 -

 -

 493,823

 -

 -

 -

 40,000

 533,823

 CEO and

 2023

 -

 -

 493,824

 -

 -

 -

 91,000

 584,824

 Robert
 List (1,3)

 2024

 -

 -

 -

 -

 -

 -

 2023

 -

 -

 -

 -

 -

 -

 Ryan
 McMillan (1,4)

 2024

 -

 -

 -

 -

 -

 -

 VP
 of Operations

 2023

 -

 -

 -

 -

 -

 -

 (1)

 We
 have no formal employment arrangements with Messrs. Cocks, Day, List, and McMillan at this time. Messrs. Cocks', Day's,
 List's, and McMillan's compensation has not been fixed or based on any percentage calculations.

 (2)

 Mr.
 Day was appointed to the Company's board of directors on November 17, 2021, and President and CEO of the Company on May 4,
 2023. Included in other compensation are $40,000 we paid to companies managed by Mr. Day as anniversary payments on the Agai-Pah
 and Belshazzar Properties (2023 - $40,000). In fiscal 2023 we paid an additional $51,000 to Mineral Exploration Services, Ltd, an
 entity controlled by Mr. Day, for geological consulting on the Agai-Pah, Belshazzar, and Swales Properties (we did not have similar
 expenses during the year ended December 31, 2024).

 (3)

 Mr.
 List was appointed to the Company's board of directors on November 17, 2021.

 (4)

 Mr.
 McMillan was appointed the Company's VP of Operations on March 1, 2023.

 Grants
of Plan-Based Awards

 We
currently do not have any equity compensation plans.

 On
December 30, 2021, we distributed a total of 6,005,000 shares of common stock to our directors (the "Director Shares"). The
Director Shares were subject to the terms and conditions included in three-year lock-up and vesting agreements (the "Lock-up Agreements"),
which contemplated that the Director Shares would vest in equal annual installments over a three-year term during which term the directors
agreed not to sell, directly or indirectly, or enter into any other transactions involving the Company's common shares regardless
if the shares have vested or not.

 The
fair value of the shares was determined to be approximately $2,965,413 or $0.4938 per share based on the trading price of the Company's
common stock on the issue date adjusted for the restrictions under the Lock-up Agreements. The shares vested over a three-year time period.

 As
stated above, the Company distributed all of the awarded shares prior to vesting. As at December 31, 2024, all shares have vested.

 On
February 24, 2023, we entered into a consulting agreement with the Company's Vice President of Operations (the "VP Agreement").
We agreed to issue 2,000,000 shares of our common stock for the services. The shares vest ratably over a two-year period, beginning March
1, 2023, and vested shares are distributed quarterly. The fair value of the shares was $1,400,000 or $0.70 per share based on the trading
price of the Company's common stock on the date the service period began. As of December 31, 2024, we had distributed a total of
1,833,333 shares under the VP Agreement.

 Outstanding
Equity Awards at Fiscal Year-End

 None.
We do not have any equity award compensation plans.

Compensation

 Other
than the compensation set out in the table above, we have not paid any compensation to our directors.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 The
following table sets forth, as of the date of this Annual Report on Form 10-K, the total number of shares owned beneficially by our officer
and directors, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The shareholders listed
below have direct ownership of their shares and possess sole voting and dispositive power with respect to the shares. As of March 27,
2025, we had 27,648,881 shares of common stock outstanding of which 8,833,333 was held by three shareholders.

 There
are no pending or anticipated arrangements that may cause a change in control.

 Title of Class

 Name of Beneficial Owner

 Amount of
 Beneficial
 Ownership

 Nature of
 Beneficial
 Ownership

 Percent of
 Class

 Security Ownership of Management

 Jeffrey Cocks

 3,000,000

 Direct and beneficial (1)

 10.9
 %

 Robert F. List

 1,000,000

 Beneficial (2)

 3.6
 %

 Alan Day

 3,000,000

 Direct (3)

 10.9
 %

 Ryan McMillan

 1,833,333

 Beneficial (4)

 6.7
 %

 All Officers and Directors as a Group

 8,833,333

 32.2
 %

 Security Ownership of Certain Beneficial Owners (more than 5%)

 Jeffrey Cocks

 3,000,000

 Direct and beneficial (1)

 10.9
 %

 Alan Day

 3,000,000

 Direct (3)

 10.9
 %

 (1)

 2,005,000
 shares included in the total shares held by Mr. Cocks, were issued in the name of 071663 BC Ltd., a company managed by Mr. Cocks.
 In addition to the regular restrictive legend, these shares were subject to the terms and conditions included in a three-year lock-up
 and vesting agreement effective December 30, 2021, which contemplated that the shares would vest in equal annual installments over
 a three-year term, during which term the shareholder would not sell, directly or indirectly, or enter into any other transactions
 involving these shares.

 (2)

 The
 Shares were issued in the name of List Family Trust Dated May 26, 2004, managed by Mr. List. In addition to the regular restrictive
 legend, these shares were subject to the terms and conditions included in a three-year lock-up and vesting agreement effective December
 30, 2021, which contemplated that the shares would vest in equal annual installments over a three-year term, during which term the
 shareholder would not sell, directly or indirectly, or enter into any other transactions involving these shares.

 (3)

 In
 addition to the regular restrictive legend, the shares held by Mr. Day were subject to the terms and conditions included in a three-year
 lock-up and vesting agreement effective December 30, 2021, which contemplated that the shares would vest in equal annual installments
 over a three-year term, during which term the shareholder would not sell, directly or indirectly, or enter into any other transactions
 involving these shares.

 (4)

 The
 Shares were issued in the name of McMillian Co., an entity controlled by Mr. McMillan.

 Item
13. Certain Relationships and Related Transactions, and Director Independence

 Our
promoters are Mr. Cocks, our chairman, Chief Financial Officer and secretary, Mr. Day, our Chief Executive Officer, and
Mr. McMillan, our VP of Operations.

 Our
office and mailing address is 5655 Riggins Court, Suite 15, Reno, NV 89502.

 Our
officers and directors are required to commit time to our affairs and, accordingly, may have conflicts of interest in allocating management
time among various business activities. In the course of other business activities, they may become aware of business opportunities that
may be appropriate for presentation to us, as well as the other entities with which they are affiliated. As such, there may be conflicts
of interest in determining to which entity a particular business opportunity should be presented.

 In
an effort to resolve such potential conflicts of interest, our officers and directors have orally agreed that any opportunities in the
United States, that they are aware of independently or directly through their association with us (as opposed to disclosure to them of
such business opportunities by management or consultants associated with other entities) would be presented by them solely to us.

 On
December 30, 2021, the Company issued 2,005,000 shares of the common stock to a private company of which Mr. Jeffrey Cocks is sole director
of, 1,000,000 shares of the common stock to List Family Trust Dated May 26, 2004, which is managed by Mr. List, and 3,000,000 shares
of the Common stock to Mr. Alan Day. These shares were issued at par value for a total cash consideration of $601.

 On
March 18, 2022, the Company and Messrs. Cocks, Day and List, entered into three-year lock-up and vesting agreements (the "Lock-up
Agreements"), which contemplated that the Director Shares would vest in equal annual installments over a three-year term; during
which term the directors agreed not to sell, directly or indirectly, or enter into any other transactions involving the Company's
common shares regardless if the shares have vested or not.

 On
May 19, 2021, we entered into an exploration lease with an option to purchase agreement with MSM Resource, L.L.C., ("MSM")
a Nevada limited liability Corporation on the Agai-Pah Property, consisting of 20 unpatented mining claims totaling 400 acres. Mr. Alan
Day, the Company's CEO and director, is a managing member of MSM. During the years ended December 31, 2024 and 2023,
the Company made $20,000 anniversary payments for each year for the Agai-Pah Property.

 On
June 4, 2021, we entered into an exploration lease with option to purchase agreement with Belshazzar Holdings, L.L.C.,
("Belshazzar") a Nevada limited liability Corporation on the Belshazzar Property, consisting of ten unpatented lode
mining claims and seven unpatented placer mineral claims totaling 200 acres. Mr. Alan Day, the Company's CEO and director, is
a managing member of Belshazzar. During the years ended December 31, 2024 and 2023, the Company made $20,000 anniversary payments
for each year for the Belshazzar Property.

 On
January 27, 2022, our wholly owned subsidiary, Nevada Canyon, LLC, entered into a Royalty Purchase Agreement with Smooth Rock Ventures,
LLC, a wholly-owned subsidiary of Smooth Rock Ventures Corp. ("Smooth Rock"), to acquire a 2% net smelter returns royalty
on the Palmetto Project. Mr. Alan Day, the Company's CEO, and director, is also a director and CEO of Smooth Rock. The
Company made a one-time cash payment of $350,000, on February 7, 2022.

the year ended December 31, 2023, the Company paid $51,000 in mineral exploration consulting fees to Mineral Exploration Services, Ltd,
a company wholly owned by Mr. Alan Day, the Company's CEO and director.

 Aside
from the transactions noted above and in Item 11 of this Annual Report on Form 10-K, we had no other related party transactions, or any
other transactions or relationships required to be disclosed pursuant to Item 404 of Regulation S-K.

 With
regard to any future related party transaction, we plan to fully disclose any and all related party transactions, including, but not
limited to, the following:

 disclose
 such transactions in prospectuses, where required;

 disclose
 in any and all filings with the Securities and Exchange Commission, where required;

 obtain
 disinterested directors' consent, where required; and

 obtain
 shareholder consent, where required.

 Item
14. Principal Accountant Fees and Services

the last two fiscal years, the Company's independent auditors have billed for their services as set forth below:

 December 31, 2024

 December 31, 2023

 Audit fees

 $
 43,435

 $
 33,750

 Audit-related fees

 $
 -

 $
 1,000

 Tax fees

 $
 3,875

 $
 2,400

 All other fees

 $
 -

 $
 -

 Pre-Approval
Policy

 Our
directors pre-approve all services provided by our auditors. Prior to the engagement of our auditor, for any non-audit or non-audit related
services, our directors must conclude that such services are compatible with the independence of our auditors.

 PART
IV

 Item
15. Exhibits, Financial Statement Schedules

 EXHIBITS

 The
following exhibits are filed as part of this Annual Report on Form 10-K, pursuant to Item 601 of Regulation S-K.

 Exhibit
 Number

 Description
 of Exhibits

 3.1

 Articles of Incorporation (6)

 3.1.1

 Certificate of Correction to Articles of Incorporation (6)

 3.1.2

 Certificate of Amendment to Articles of Incorporation (5)

 3.2

 Amended and Restated Bylaws (23)

 14.1

 Code of Ethics (6)

 10.01.1

 Definitive Agreement, dated December 17, 2015 (1)

 10.01.2

 Exploration and Option Agreement, dated September 15, 2015 (1)

 10.02

 Exploration Lease and Option to Purchase Agreement, dated June 7, 2017 (2)

 10.03

 Option Purchase Agreement, dated July 5, 2017 (3)

 10.04

 Exploration Lease Agreement, dated August 2, 2017 (4)

 10.05

 Definitive Purchase Agreement dated July 11, 2018 (7)

 10.06

 Exploration Lease with Option to Purchase Agreement, dated May 19, 2021 (8)

 10.07

 Exploration Lease with Option to Purchase Agreement, dated June 4, 2021 (9)

 10.08

 Convertible Note Agreement (10)

 10.09

 Subscription Agreement (10)

 10.10

 Royalty Option to Purchase Agreement, dated December 17, 2021 (11)

 10.11

 Exploration Lease with Option to Purchase Agreement, dated December 27, 2021 (12)

 10.12

 Share Cancellations and Releases tendered by Mr. Michael Levine and BCIM management, LLC (Ron Tattum) dated December 30, 2021 (13)

 10.13

 Form of a lock-up agreement between the Company and certain Subscribers dated December 30, 2021 (13)

 10.14

 Royalty Purchase Agreement, dated January 27, 2022(14)

 10.15

 Form of a vesting and lock-up agreement between the Company and certain Subscribers with an effective date of December 30, 2021 (15)

 10.16

 Consulting Agreement, dated February 24, 2023, by and between Nevada Canyon Gold Corp. and Ryan McMillan (16)

 10.17

 Consulting Agreement, dated February 24, 2023, by and between Nevada Canyon Gold Corp. and RNR Enterprises (16)

 10.18

 Consulting Agreement, dated February 24, 2023, by and between Nevada Canyon Gold Corp. and Little Hill Holdings LLC (16)

 10.19

 Consulting services agreement, dated April 5, 2023, by and between Nevada Canyon Gold Corp. and Warm Springs Consulting LLC(17)

 10.20

 Consulting services agreement, dated August 16, 2023, by and between Nevada Canyon Gold Corp. and i2i Marketing Group, LLC.(18)

 10.21

 Royalty Purchase Agreement with Walker River Resources, LLC, dated May 24, 2024.(19)

 10.22

 Royalty Purchase Agreement with Walker River Resources, LLC, dated June 12, 2024.(20)

 10.23

 Common Stock Purchase Agreement dated as of October 3, 2024, by and between the Company and Keystone Capital Partners, LLC (21)

 10.24

 Registration Rights Agreement dated as of October 3, 3024, by and between the Company and Keystone Capital Partners, LLC (21)

 10.25

 Exploration Earn-in Agreement with Walker River Resources, LLC, dated January 31, 2025 (22)

 21.1

 List of significant subsidiaries of Nevada Canyon Gold Corp.

 31.1

 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*

 31.2

 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*

 32.1

 Certification of the Chief Executive Officer pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

 32.2

 Certification of the Chief Financial Officer pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 (1)

 by reference herein from the Form 8-K filed by the Company on December 22, 2015.

 (2)

 by reference herein from the Form 8-K filed by the Company on June 8, 2017.

 (3)

 by reference herein from the Form 8-K filed by the Company on July 7, 2017.

 (4)

 by reference herein from the Form 8-K filed by the Company on August 7, 2017.

 (5)

 by reference herein from the Form 10-K filed by the Company on March 15, 2016.

 (6)

 by reference herein from the Form S-1 filed by the Company on May 19, 2014.

 (7)

 by reference herein from the Form 8-K filed by the Company on July 12, 2018.

 (8)

 by reference herein from the Form 8-K filed by the Company on May 19, 2021.

 (9)

 by reference herein from the Form 8-K filed by the Company on June 7, 2021.

 (10)

 by reference herein from the Form 8-K filed by the Company on September 13, 2021.

 (11)

 by reference herein from the Form 8-K filed by the Company on December 21, 2021.

 (12)

 by reference herein from the Form 8-K filed by the Company on December 28, 2021.

 (13)

 by reference herein from the Form 8-K filed by the Company on December 30, 2021.

 (14)

 by reference herein from the Form 8-K filed by the Company on February 1, 2022.

 (15)

 by reference herein from the Form 8-K/A filed by the Company on March 25, 2022.

 (16)

 by reference herein from the Form 8-K filed by the Company on February 27, 2023.

 (17)

 by reference herein from the Form 10-Q filed by the Company on August 11, 2023.

 (18)

 by reference herein from the Form 10-Q filed by the Company on November 13, 2023.

 (19)

 by reference herein from the Form 8-K filed by the Company on May 29, 2024.

 (20)

 by reference herein from the Form 8-K filed by the Company on June 18, 2024.

 (21)

 by reference herein from the Form 8-K filed by the Company on October 4, 2024.

 (22)

 by reference herein from the Form 8-K filed by the Company on February 4, 2025.

 (23)

 Incorporated by reference herein from the Form 10-K filed by the Company on March 11, 2024.

 *

 Filed
 herewith.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 NEVADA
 CANYON GOLD CORP.

 March

 /s/
 Alan Day

 Alan
 Day

 Chief
 Executive Officer

 (Principal
 Executive Officer)

 March

 /s/
 Jeffrey A. Cocks

 A. Cocks

 Chief
 Financial Officer

 (Principal
 Accounting Officer)

 In
accordance with the Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

 March

 /s/
 Alan Day

 Alan
 Day

 Chief
 Executive Officer (Principal Executive Officer), and Director

 March

 /s/
 Jeffrey A. Cocks

 A. Cocks

 Chief
 Financial Officer

 (Principal
 Accounting Officer), and Director

 March

 /s/
 Lisa Doddridge

 Lisa
 Doddridge

 President
 and Director

 March

 /s/
 Robert F. List

 Robert
 F. List

 March

 /s/
 John Schaff

 John
 Schaff

 March

 /s/
 Smith Miller

 Smith
 Miller