OTC: NGLD

Nevada Canyon Gold Corp.

CIK 0001605481 · Gold Mining

Nevada 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. About this business →

8-K Filed Jun 5, 2026 · Period ending Jun 3, 2026

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8-K Filed Jun 3, 2026 · Period ending May 27, 2026

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10-Q Filed May 13, 2026 · Period ending Mar 31, 2026

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10-K Filed Mar 31, 2026 · Period ending Dec 31, 2025

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8-K Filed Feb 25, 2026 · Period ending Feb 25, 2026

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10-Q Filed Nov 13, 2025 · Period ending Sep 30, 2025

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10-K Filed Mar 27, 2025 · Period ending Dec 31, 2024

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About Nevada Canyon Gold Corp.

Source: Item 1 (Business) from the 10-K filed March 31, 2026. Description as filed by the company with the SEC.

Item
1. Description of Business

Organization

Nevada
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. 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

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

Read full description ↓


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.

Subject
to securing additional financing, Nevada 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.

1

Nevada
Canyon management (“Management”) has vast contacts within the mining industry and extensive experience in mineral property
acquisitions and divestitures 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 in Nevada, and the Belshazzar Property in Idaho. We hold a 1% production royalty on the
Olinghouse Project, a 2% net smelter returns royalty (“NSR”) on the Palmetto Project, a 2% NSR on the Lapon Canyon
Project, a 1% NSR on 36 Sleeper claims, a 2% NSR on the Pikes Peak Project, and a 2% NSR on the Swales Property, all
located in Nevada. Additionally, we are party to an agreement with Walker River Resources LLC under which we are earning a 50% interest
in the Lapon Gold Project through a three-year, $5 million exploration spend agreement.

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

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

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

2

Property
Type
Location
Size
in acres

Book

Value

Mineral Property Interests

Lazy Claims Property(1)
Exploration lease
Section 20, T.7N,
R.32E MDM in Mineral County, Nevada
60
$-

Loman Property
100% owned
Sections 20-23 & 26-29
T.7N, R.32E MDM in Mineral County, Nevada
600
10,395

Agai-Pah Property
Exploration lease
Sections 2-3 & 10-11,
T.10N, R.30E MDM in Mineral County, Nevada
400
100,000

Belshazzar
Property
Exploration
lease
Sections
17&18, T.7N, R.4E MDM in Boise, Idaho
200
100,000

Sub-total Mineral Property Interests
1,260
210,395

Royalty
Interests

Palmetto Project
2% NSR royalty
Sections 7-9 & 17-21,
T1S, R34E., MDM in Esmeralda County
2,217
350,000

Olinghouse Project
1% NSR royalty
Sections 2, 3, 9-11, 14-23
& 27-32 T.21N., R.22 & 23E., MDM, in Washoe County
6,000
1,740,000

Lapon Canyon (including Sleeper
claims)
2% NSR royalty

(1%NSR
royalty)
Sections 20&21, T8N, R28E.,
MDM, in Mineral County, Nevada
1,920
325,000

Pikes
Peak
2% NSR
royalty
Sections
4, T8N, R28E., MDM, in Mineral County, Nevada
720
150,000

Swales
Property
2% NSR
royalty
Section
16, T.35N, R.53E., MDM in Elko County, Nevada.
2,780
-

Sub-total Royalty Interests
13,637
2,565,000

Total Size and Book Value of All Mineral Property and Royalty Interests
14,897
$2,775,395

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

Mineral
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.

3

As
of December 31, 2025, the total cost of the Lazy Claims Property was $Nil, and had no plant or equipment associated with it.

Location
and means of access

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.

Exploration
history

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.

4

Lazy
Man Mine

The
main structure that the mine workings explore has an N35oW trend and dips about 60o 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 crosscut 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.

Exploration
program

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”).

As
of December 31, 2025, the total cost of the Loman Property was $10,395, and had no plant nor equipment associated with it.

Figure
2: The Loman Property, location

5

Location
and means of access

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.

Exploration
program

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. The Company plans to resume exploration later in 2026 consisting
of reconnaissance prospecting, geological mapping, and surface sampling.

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 chairman
of the board 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, 2025, the
Company had recorded $100,000 in acquisition costs associated with the Agai-Pah Property.

As
of December 31, 2025, the total cost of the Agai-Pah Property was $100,000 and had no plant nor equipment associated with it.

6

Figure
3: The Agai-Pah Property, location

Location
and means of access

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 metamorphism 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 hornfelsic 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).

Exploration
history

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.

7

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.

Exploration
program

During
the year ended December 31, 2024, the Company began Phase I of the Agai-Pah exploration program, which consisted of reconnaissance prospecting,
geological mapping, and surface sampling on the property. This initial Phase I exploration program wrapped up in January of 2025 and
provided modern data to assist in the planning of the Phase II exploration program, which commenced later in 2025. Additional reconnaissance
prospecting and geological mapping was conducted both on the property and regionally in late 2025. The Phase I & II reconnaissance
programs were designed to expand and provide confirmation of historical geological mapping and sampling programs on the Property.

Initial
prospect sampling returned up to 1,829 g/t (58.8 oz/t) silver (Ag) from an exposed mineralized vein on a surface outcrop. Of the samples
collected from surface outcrops that focused on mineralized shear zones and associated quartz veins, five samples returned significant
results, which are detailed in the table below:

Sample Number
Material
Au g/t
Ag g/t
Cu g/t
Zn g/t
Pb g/t
Sb g/t

009282
Outcrop
0.026
0.7
63
30
290
9

009283
Outcrop
0.012
0.4
85
66
51
5

009284
Outcrop
0.004
5.1
55
223
186
197

009285
Outcrop
0.752
1132.0
2014
2390
11514
3441

009286
Outcrop
0.546
1829.0
2142
2965
9213
3472

During
the year ended December 31, 2025, the Company paid $4,000 (2024 - $4,307) in annual mining claim fees. In addition, during the year ended
December 31, 2025, the Company spent $9,757 in exploration expenses associated with the exploration program on Agai-Pah Property (2024
- $14,933).

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 claims totaling 200 acres (the “Belshazzar Property”).
Alan Day, the managing member of Belshazzar, is the CEO and chairman of the board 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, 2025, the Company had recorded $100,000 in acquisition costs associated with the Belshazzar Property.

8

As
of December 31, 2025, the total cost of the Belshazzar Property was $100,000, and had no plant nor equipment associated with it.

Figure
4: The Belshazzar Property, location

Location
and means of access

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.

Exploration
history

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.

9

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

Exploration
program

The
Company has completed planning for an initial Phase I exploration program later in 2026. 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.

During
the year ended December 31, 2025, we paid $3,200 (2024 - $3,475) in annual mining claim fees. In addition, during the year ended December
31, 2025, we incurred $2,294, respectively, in exploration expenses associated with the Belshazzar Property (2024 - $500).

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 was to continue for ten years, subject to the Company’s
right to extend the Swales Property Agreement for two additional terms of ten years each, and subject to the Company’s option to
purchase the Swales Property.

Full
consideration of the Swales Property Agreement consisted of the following: (i) an initial cash payment of $20,000 to be paid within 90
days from the execution of the Swales Property Agreement on December 27, 2021 (the “effective date”), and (ii) annual payments
of $20,000 to be paid on the anniversary of the Effective Date while the Swales Property Agreement remains in effect.

The
Company had the exclusive option and right to acquire 100% ownership of the Swales Property (the “Swales Purchase Option”).
To exercise the Swales Purchase Option, the Company was required to pay $750,000 (the “Swales Purchase Price”). The Swales
Purchase Price could have been paid in either cash and/or equity of the Company, or a combination thereof, at the election of Mr. Parks.
The annual payments paid by the Company to Mr. Parks, would not be applied or credited against the Swales Purchase Price.

At
December 31, 2024, the Company accrued the third $20,000 anniversary payment, which was paid on February 27, 2025.

On
June 9, 2025, we entered into a Property Asset Purchase Agreement to sell our right to the Swales Property Agreement for a total consideration
of $100,000 cash and the grant of a 2% net smelter royalty on the initial 40 claims included in the Swales Property, and an additional
99 unpatented mining claims acquired by the purchaser and added to the Swales Property. The Company recognized a gain on the sale of
mineral interest of $20,000 for the year ended December 31, 2025.

10

During
the year ended December 31, 2024, we paid $8,547 in annual mining claim fees, which were recorded as part of the Company’s exploration
expenses. We did not incur any additional exploration expenses associated with the Swales Property during the year ended December 31,
2025.

Figure
5: The Swales Property, location

Location
and means of access

The
Swales Property, as initially acquired by the Company, comprised 40 unpatented mining claims covering 800 acres. After the sale of the
Property on June 9, 2025, the Swales Property was expanded by acquiring an additional 99 claims, increasing the total area to 2,780 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.

Exploration
history

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).

11

Exploration
program

The Company planned to begin the Phase I exploration
program in 2025. However, it abandoned its exploration plans as a result of the sale of the Swales Property in June of 2025.

Royalty
Interests

Olinghouse
Project (Development and Exploration Phase)

On
December 17, 2021, our wholly owned subsidiary, Nevada Canyon, LLC, entered into an Option to Purchase Agreement (the “Olinghouse
Agreement”) with Target Minerals, Inc (“Target”), to acquire 100% interest of Target’s 1% 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.

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

During
the year ended December 31, 2025, we did not incur any expenses associated with the Olinghouse Project.

As
of December 31, 2025, the total cost of the Olinghouse Project was $1,740,000. We had no plant nor equipment associated with Olinghouse
Project.

Figure
6: The Olinghouse Project, location

12

Location
and means of access

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.

Exploration
history

In
the late 1990’s, the Olinghouse Project was operated by Alta Gold, which completed a feasibility study in 1997. The Olinghouse
Project hosts a 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. 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.

During
the years ended December 31, 2025 and 2024, the Company did not incur any expenses associated with the Olinghouse Project.

Palmetto
Project (Exploration Phase)

On
January 27, 2022, the Company’s wholly owned subsidiary, Nevada Canyon, LLC, entered into a Royalty Purchase Agreement (the “Royalty
Agreement”) with Smooth Rock Ventures, LLC, a wholly-owned subsidiary of Smooth Rock Ventures Corp. (“Smooth Rock”),
to acquire a 2% net smelter returns royalty (“NSR”) on the Palmetto Project (the “Palmetto Project”), located
in Esmeralda County, Nevada.

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, 2025, the total cost of the Palmetto Project was $350,000. The Company did not have any plant nor equipment associated
with Palmetto Project.

Figure
7: The Palmetto Project, location

13

Location
and means of access

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.

Exploration
history

The
Palmetto Project hosts a 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.

Nevada
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.

Exploration
program

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.

14

During
the year ended December 31, 2024, Smooth Rock undertook a follow-up in-depth review and compilation of all previous drill programs at
the Palmetto Project with a view of designing a robust follow-up drill program with a suitable drilling contractor at the Palmetto Project.

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.

During
the years ended December 31, 2025 and 2024, the Company did not incur any expenses associated with the Palmetto Project.

Swales
Project (Exploration Phase)

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

Please
refer to the Swales Project discussion included in the Mineral Property Interests section of this Annual Report
on Form 10-K.

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.

Figure
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 1,920
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 Lapon Canyon 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 $25,000 for a 1% NSR on 36 Sleeper claims.

15

As
of December 31, 2025, the total cost of the Lapon Canyon Project was $325,000.

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 36 claims in vicinity
of its Lapon Canyon Project.

Figure
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 Pikes Peak 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 the Pikes Peak Project, we made a one-time cash payment of
$150,000.

As
of December 31, 2025, 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.

Exploration
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.

16

During
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

During
2024, Walker River carried out an exploration- and definition-focused Reverse Circulation (“RC”) drill program. Drill
holes were planned with the intent to define the extent and geometry of the mineralized system and to test for new mineralized zones
along strike and at depth. Drilling was carried out in different directions (azimuths) from the same drill pad, for systematic drilling
on section, drill pads were placed at every 30 to 60 meters, with up to five holes per pad.

In
September of 2024, Walker River announced the results of the RC drill program, which included the following key highlights:


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

17

In
March of 2025, Walker River announced additional drill results from the RC drill program highlighting the following:

Drill Hole

From

(m)

To

(m)

Width*

(m)

Gold

(g/t)

LC-24-120
64.0
74.7
10.7
1.11

incl
71.6
73.2
1.5
5.47

128.0
152.4
24.4
0.53

LC-24-121
150.9
152.4
1.5
0.62

51.8
54.9
3.1
0.58

LC-24-122
21.3
24.4
3.1
1.16

51.8
93.0
41.1
2.62

incl
56.4
64.0
7.6
6.81

and
86.9
88.4
1.5
9.33

LC-24-124
0.0
7.6
7.6
0.37

117.4
123.4
6.1
1.91

LC-24-125
0.0
7.6
7.6
0.41

94.5
99.1
4.6
0.56

Lapon
Canyon Exploration Stream Earn-in Project

On
January 31, 2025, our subsidiary, Nevada Canyon, LLC, entered into an Exploration Stream Earn-in Agreement (the “Earn-in Agreement”)
with WRR to explore and develop the Lapon Canyon Project. The Earn-in Agreement grants us 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 us 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. We have the right to accelerate the completion of the Minimum Work Requirements and exercise our Earn-In
Right at our discretion.

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

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

During
the year ended December 31, 2025, we incurred $1,596,258 in qualifying exploration expenditures on the Lapon Canyon Project, of which
$202,835 incurred during the first quarter ended March 31, 2025, was associated with the note and interest receivable from Walker River.
The Company did not incur any expenses associated with the Lapon Canyon Project during the year ended December 31, 2024.

Exploration
Program under Earn-in Agreement

In
May 2025, Walker River and the Company began the 2025 RC drill program, which was planned to extend known gold-bearing mineralized zones
in the Central and Hotspot Zones, as well as to target new areas of mineralization previously untested.

18

Highlights
of 2025 RC Drilling Program

●Drill
hole LC-25-150 returned 3.35 g/t Au over 64.0 meters starting at 149.4
meters, including 8.01 g/t Au over 19.9 m demonstrating the robust nature
and continuity of the gold mineralization at Lapon Canyon.

●Drill
hole LC-24-156 returned 2.17 g/t Au over 86.9 meters starting at 126.5
meters including 3.92 g/t Au over 45.7 metres and 21.8 g/t Au over 4.6
meters

●Drill
hole LC-25-154 returned 1.38 g/t Au over 68.6 meters starting at
97.5 meters, including 2.29 g/t Au over 15.2 meters.

●Drill
hole LC-25-146 returned 2.02 g/t Au over 57.9 meters starting at 132.6
meters

●Drill
hole LC-25-152 returned 1.05 g/t Au over 45.7 metres starting at 125.0
metres.

●Notably
in LC-25-150, gold mineralization continues at the bottom of the hole, with the final 4.6
meters averaging 3.65 g/t Au.

Previous
and current drilling continues to define a sub-to-horizontal geometry of the gold system. High-grade shoots may have developed within
the broader mineralized domains. 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 area to a depth of 100 metres.

Both
past and current drilling indicate that the gold system is largely sub-horizontal to moderately south-dipping in geometry, with evidence
suggesting the presence of more steeply dipping, high-grade shoots developed within the broader mineralized zones.

Drilling
continues to confirm gold mineralization extends to the south and east of the Hotspot and is hosted in multiple bedrock units beyond
the originally interpreted iron-oxide-sericite altered granite. Historically, gold mineralization at Lapon was almost exclusively confined
to the altered granite, as demonstrated by both past mining and earlier drilling. The recent 2025 drill results now indicate significant
gold mineralization within diorite, monzonite, and granite. In addition, notable chalcopyrite (copper sulphide) has been observed. These
findings suggest the potential discovery of a new mineralized zone south and east of the Hotspot, substantially expanding the growth
potential of the Lapon Canyon Project. Multi-element geochemistry will be utilized to test the copper potential of Lapon’s already
robust gold system.

In
addition, 2025 drill programs have resulted in the discovery of intrusive-related gold mineralization at Lapon Canyon, significantly
increasing the size potential of the Project with much wider gold intercepts. Prior drill programs had returned higher-grade, narrower
intercepts. This discovery indicates a high potential for significant gold emplacement within new, deeper-seated rock units. To advance
the understanding of these zones, geophysical surveys are being planned to help identify future drill targets in the deeper-seated intrusive
bodies.

Results
from drilling on the new upper drill roads continue to confirm and extend gold mineralization to the south and the east of the Hotspot
zone, these results include:

●3.05
g/t Au over 53.3 m starting at 117.4 m, including 6.67 g/t Au over 18.3
m in hole LC-25-163

●1.49
g/t Au over 47.2 m starting at 86.9 m, including 13.8 g/t Au over 1.5
m in hole LC-25-162

●1.14
g/t Au over 45.7 m starting at 88.4 m in hole LC-25-159

●1.05
g/t Au over 29.0 m starting at 111.3 m in hole LC-25-161

●1.01
g/t Au over 54.8 m starting at 105.2 m in hole LC-25-164

●1.03
g/t Au over 45.7 m starting at 79.3 m in hole LC-25-165

●0.98
g/t Au over 19.8 m starting at 94.5 m in hole LC-25-157 where the gold mineralization
is within granite, which is notable.

Walker
River also reported it was notable that the gold encountered in drillholes LC-25-158 to 165 is contained within monzonitic units. The
presence of monzonite as the host rock suggests the potential for a monzonite porphyry system deposit types that are associated with
very large gold and copper-bearing systems in Nevada. The increased copper content from the multi-element Geochem sampling program also
supports this interpretation.

The
2025 drill program at Lapon Canyon focused on exploration and resource definition at the existing Hotspot deposit and the extensions
of the deposit along strike and down dip. This drilling at Hotspot has significantly expanded the footprint of gold mineralization to
the south and the east. Both historical and current drill results continue to indicate that the gold system is predominantly sub-horizontal
to moderately south-dipping in geometry, with evidence suggesting the presence of more steeply dipping, high-grade shoots developed within
the broader mineralized zones.

19

Other
significant results are shown in the table below:

From
To
Width*
Gold

Drill
Hole
(m)
(m)
(m)
(g/t)
Notes:

LC-25-157
94.5
114.3
19.8
0.98
granite

LC-25-158
202.7
216.4
13.7
1.74

Incl
208.8
210.3
1.5
12.10

LC-25-159
88.4
134.1
45.7
1.14

LC-25-160
160.0
176.8
16.8
0.55

LC-25-161
111.3
140.2
29.0
1.05

LC-25-162
86.9
134.1
47.2
1.49

incl
102.1
103.6
1.5
13.8

LC-25-163
117.4
170.7
53.3
3.05

incl
135.6
153.9
18.3
6.67

LC-25-164
105.2
160.0
54.8
1.01

LC-25-165
79.3
124.9
45.7
1.03

LC-25-166
158.50
166.12
7.62
1.11

LC-25-168
124.97
182.88
57.91
1.33

incl
143.26
172.21
28.95
2.06

LC-25-169
129.54
173.74
44.20
1.64

LC-25-170
88.39
89.92
1.53
7.96

143.26
228.60
85.34
3.79

incl
161.54
167.64
6.10
16.49

and
196.60
202.69
6.09
10.24

LC-25-171
74.68
79.25
4.57
1.92

and
175.26
211.84
36.58
1.05

*Sampled
width is presented. True width is estimated to be between 60 and 90 percent of sampled lengths

Results
from previous and current (2025) drill programs, including the subsequent data compilation, will enable the completion of an initial
NI 43-101 compliant mineral resource on the Lapon Canyon Project.

Quality
Assurance (QA/QC)

All
sampling was conducted under the supervision of the Company’s project geologists and the chain of custody from the drill to the
sample preparation facility was continuously monitored. A blank or certified reference material was inserted approximately every tenth
sample. The Lapon Canyon samples were delivered to American Assays Laboratories’ certified laboratory facilities in Sparks, NV.
The samples were crushed, pulverized and the sample pulps digested and analyzed for gold using fire assay fusion and a 50 g gravimetric
finish. Certain intensely altered samples used a 1 kg pulp screened to 100 microns. Duplicate assay on screen undersize. Assay of entire
oversize fraction.

Samples
are taken and bagged directly at the drill rig at every 1.5-meter interval, standard in the exploration industry. A small sample is also
taken at the drill rig and put into a chip tray for examination purposes and to determine those sample bags that should be sent to the
lab for assay purposes. Often this work is carried out using a microscope for the examination of the rock chips. The full sample bag
from the interval chosen for assay purposes is then sent directly from the drill site to the lab, located in Sparks, NV.

The
scientific and technical information contained in this Annual Report on Form 10-K has been reviewed, verified and approved by Dave Nuttal
P.Geo, President of Geo Exploration Ltd, who is an independent Qualified Person as defined under NI 43-101 Standards of Disclosure for
Mineral Projects.

20

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 on our mineral projects.

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 2026.

21

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.