NEVADA CANYON RESPONDS TO OTC MARKETS REQUEST ON RECENT PROMOTIONAL ACTIVITY

Rhea-AI Summary

Nevada Canyon Gold Corp. (OTCQX: NGLD) has responded to OTC Markets' inquiry regarding promotional activities of its common shares. The company addressed promotional newsletter emails distributed by Sideways Frequency (SFL) through its subsidiaries Trading Wire and Huge Alerts on January 17, 2025. These materials discussed the company, Nevada's mining industry, and the gold market.

The company confirmed that SFL is an arm's length third-party digital marketing firm they retained for corporate marketing and advertising services. While Nevada Canyon provided publicly available information and reviewed materials for accuracy, they maintained editorial control. The promotional activity coincided with increased trading activity starting January 10, 2025.

The company disclosed that no directors, officers, or control persons were involved in creating or distributing promotional materials, and none have traded company securities in the past 90 days. Nevada Canyon also listed its engagement with other marketing service providers: i2i Marketing Group, Sideways Frequency , and Gold Standard Media,

Positive

• None.

Negative

• Company under regulatory scrutiny for promotional activities
• Increased trading activity potentially linked to promotional materials rather than business fundamentals
• Previous share issuance at significant discount (par value) to directors

Reno, Nevada, Jan. 22, 2025 (GLOBE NEWSWIRE) -- Nevada Canyon Gold Corp. (OTCQX: NGLD) (The “Company” or “Nevada Canyon”) announces it has been requested by OTC Markets Group Inc. ("OTC Markets") to issue this statement about promotional activity concerning its common shares (the "Common Shares") traded on the OTCQX Market (operated by OTC Markets).

On January 17, 2025, OTC Markets informed the Company that it became aware of certain promotional activities concerning the Company and the Common Shares traded on the OTCQX Marketplace, including the distribution of two promotional newsletter e-mails published by Sideways Frequency LLC (“SFL”) and distributed through SFL’s subsidiaries, Trading Wire and Huge Alerts (together with SFL, the “service providers”) discussing the Company, its business, Nevada’s mining industry and the world’s gold market in general. The publications also contained publicly available sources of information and summaries of recent news releases issued by the Company.

SFL is an arm's length third-party digital marketing firm retained by the Company, whereby SFL, along with its subsidiaries, would provide digital corporate marketing and advertising services to raise public awareness of the Company.

The Company provided the service providers with publicly available sources of information for the newsletters, and the only editorial control the Company exercised over the materials involved reviewing the materials for accuracy regarding the Company prior to their dissemination by the service providers. The Company does not believe the statements in the marketing materials and newsletter emails were materially false or misleading. However, the Company notes in its news releases that investing in the Company’s securities involves certain risks and uncertainties which investors should review prior to making any investment decision and encourages all investors to undertake proper due diligence.

The Company understands this promotional activity coincided with increased trading activity in the Common Shares beginning on January 10, 2025. The Company has no opinion as to whether or not and/or the extent to which the promotional activity affected trading activity because of the many factors that affect trading activity generally, which may include promotional activities, the recent increase in the world gold price, the volatile nature of the industry in which the Company is involved and the prior issuance of the Company’s public news releases, such as the most recent news release dated 01-10-2025.

After an inquiry by management, other than SFL and the third-party service providers noted below, no directors, officers or control persons have been involved with the creation, distribution or payment of promotional materials related to the Company and its securities. To the best of the Company's knowledge after due inquiry, no directors or officers of the Company nor third-party service providers have purchased or sold securities in the marketplace within the past 90 days. Investors are reminded that the Company's officers and directors are required to file insider reports under applicable securities laws disclosing any transactions in the Company's Common Shares, and that these reports can be viewed on the EDGAR website and the Company’s profile on OTC Markets.

The Company has engaged the following third-party service providers to provide corporate marketing and investor awareness services, digital marketing and advertising, or other related services within the last twelve months: i2i Marketing Group, Sideways Frequency LLC, Gold Standard Media, LLC.

Other than as previously disclosed in the Company's public EDGAR filings and listed below, the Company has not issued common shares or convertible instruments allowing conversion to equity securities at prices constituting a discount to the current market rate at the time of the issuance:

On December 30, 2021, the Company issued a total of 6,005,000 shares of restricted common stock to the Company’s directors, subject to a 36-month Lock-up and Vesting Agreement. These shares were issued at par value for a total cash consideration of $601. Specifically, 1,000,000 shares were issued to the List Family Trust, (beneficially owned by Robert List) 3,000,000 shares were issued to Alan Day, and 2,005,000 shares were issued to 071663 BC Ltd (beneficially owned by Jeffrey Cocks). The shares to directors who were U.S. persons or to entities controlled by U.S. persons, as that term is defined in Rule 902(k) of Regulation S of the United States Securities Act of 1933, as amended (the “Act”), were issued pursuant to the provisions of Rule 506(b) of Regulation D of the Act to the persons who qualified as “accredited investors” as that term is defined under Regulation D of the Act; the shares issued to an entity controlled by a non-U.S. person were issued pursuant to provisions of Regulation S of the Act.

On November 7, 2022, the Company issued a total of 2,392,301 shares of its common stock at $0.375 per share on conversion of the notes issued by the Company payable to certain of its converting debt holders as part of a $1,000,000 financing the Company announced on September 13, 2021. (see Form 8-K filed on 09-13-2021) Specifically, 313,132 shares were issued to CPB Enterprises Ltd., 154,813 shares were issued to The Lilenquest Irrevocable Trust, 1,600,000 shares were issued to NGLD Convertible Note, LLC, 77,324 shares were issued to Michael Speakman, 61,837 shares were issued to Paul Mehl, 30,875 shares were issued to Jeff Ng, and 154,320 shares were issued to Swell Holdings, LLC. The Shares were issued pursuant to the provisions of Rule 506(b) of Regulation D of the Act, as the note holders confirmed their qualification as “accredited investors” as that term is defined under Regulation D of the Act.

About Nevada Canyon Gold Corp.

Nevada Canyon Gold Corp. is 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, offering year-round access and good infrastructure in proven and active mining districts. The Company has a three-fold business model; i) mineral royalty creation and acquisition; ii) precious-metals and exploration streaming & financing; and iii) exploration project accelerator.

For further information please contact:

Corporate Communications
Larry Heuchert
Tel: 1-888-909-5548 Ext. 2 
Email: ir@nevadacanyongold.com 
Web: www.nevadacanyongold.com

Forward-Looking Statements

The information posted in this release may contain forward-looking statements. The statements contained in this press release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. You can identify these statements by use of the words "may," "will," "should," "plans," "expects," "anticipates," "continue," "estimate," "project," "intend," and similar expressions. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those projected or anticipated. These risks and uncertainties include, but are not limited to, general economic and business conditions, effects of continued geopolitical unrest and regional conflicts, competition, changes in technology and methods of exploration, delays in completing various engineering and exploration programs, and any potential results from such programs. Specifically, forward-looking statements in this news release include statements with respect to the potential mineralization and geological merits of the Company properties, its royalties owned on properties and various other factors beyond the Nevada Canyon Gold Corp.'s control. The Company's actual results could differ materially from those discussed in this press release. The Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events except as required by applicable securities legislation. Investors are advised to carefully review the reports and documents that Nevada Canyon Gold Corp. files from time to time with the SEC, including its Annual Form 10K for the fiscal year ended December 31, 2023, Quarterly Reports and Current Reports.

 

FAQ

What prompted OTC Markets' inquiry into NGLD's promotional activities?

OTC Markets became aware of promotional newsletter emails published by Sideways Frequency and its subsidiaries on January 17, 2025, discussing Nevada Canyon Gold Corp., its business, and the gold market.

How did NGLD's stock trading activity change after the promotional materials?

Increased trading activity in NGLD's common shares was observed beginning on January 10, 2025, coinciding with the promotional activities.

Which marketing firms has NGLD engaged in the last 12 months?

NGLD has engaged i2i Marketing Group, Sideways Frequency , and Gold Standard Media, for corporate marketing and investor awareness services.

What was NGLD's most recent discounted share issuance?

On December 30, 2021, NGLD issued 6,005,000 restricted common shares to directors at par value ($601 total), subject to a 36-month Lock-up and Vesting Agreement.