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Nevada Canyon Gold (NGLD) appoints Sadler, Gibb & Associates as new auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Nevada Canyon Gold Corp. changed its external auditor following a merger of its prior firm. On June 3, 2026, Assure CPA, LLC, which had audited the company’s 2025 and 2024 financial statements, merged into Sadler, Gibb & Associates, LLC and ceased operations as a public accounting firm. As a result, Assure resigned as Nevada Canyon Gold’s independent registered public accounting firm.

On June 4, 2026, the company’s Audit Committee approved the engagement of Sadler, Gibb & Associates as the new independent registered public accounting firm for the fiscal year ending December 31, 2026. The company states that Assure’s prior audit reports contained no adverse opinions, disclaimers, or qualifications, and that there were no disagreements or reportable events with Assure through June 3, 2026. Nevada Canyon Gold also notes that it did not consult with Sadler, Gibb & Associates on accounting or auditing matters before the appointment.

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Item 4.01 Changes in Registrant's Certifying Accountant Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Former audit years 2024 and 2025 Fiscal years Assure CPA, LLC audited Nevada Canyon Gold’s financial statements
Resignation date June 3, 2026 Date Assure CPA, LLC resigned as independent registered public accounting firm
New auditor approval date June 4, 2026 Date Audit Committee approved engagement of Sadler, Gibb & Associates
New audit year Fiscal year ending December 31, 2026 Period for which Sadler, Gibb & Associates is engaged as auditor
Exhibit 16.1 date June 4, 2026 Date of Assure CPA, LLC’s letter filed as Exhibit 16.1
independent registered public accounting firm financial
"Assure, which served as the independent registered public accounting firm of the Company"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
reportable events regulatory
"there were (i) no disagreements ... and (ii) no "reportable events" within the meaning of Item 304(a)(1)(v)"
Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.
Item 304(a)(1)(iv) of Regulation S-K regulatory
"no disagreements (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions)"
Audit Committee financial
"were approved by the Audit Committee of the Company’s Board of Directors on June 4, 2026"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
asset purchase agreement financial
"merged into Sadler, Gibb & Associates, LLC pursuant to an asset purchase agreement"
An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.
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false 0001605481 0001605481 2026-06-03 2026-06-03 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported) June 3, 2026

 

NEVADA CANYON GOLD CORP.

(Exact Name of Registrant as Specified in its Charter)

 

Nevada   000-55600   46-5152859

(State or other jurisdiction

of incorporation)

  

(Commission

File number)

  

(IRS Employer

Identification No.)

 

5655 Riggins Court, Suite 15, Reno, NV 89502

(Address of principal executive offices) (zip code)

 

(888) 260-5357

Registrant’s telephone number, including area code

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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.

☐

 

 

 

 
 

 

ITEM 4.01. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.

 

(a) Resignation of Independent Registered Public Accounting Firm.

 

On June 3, 2026, Nevada Canyon Gold Corp. (the “Company”) was notified that Assure CPA, LLC (“Assure”), which served as the independent registered public accounting firm of the Company, merged into Sadler, Gibb & Associates, LLC (“Sadler, Gibb & Associates”) pursuant to an asset purchase agreement. As a result of the transaction, Assure ceased operations as a public accounting firm and resigned as the Company’s independent registered public accounting firm.

 

The resignation of Assure and the engagement of Sadler, Gibb & Associates described in paragraph (b) below were approved by the Audit Committee of the Company’s Board of Directors on June 4, 2026.

 

Assure’s audit reports on the Company’s consolidated financial statements for the fiscal years ended December 31, 2025 and 2024 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

 

During the fiscal years ended December 31, 2025 and 2024 and the subsequent interim period through June 3, 2026, there were (i) no disagreements (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Assure on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures which, if not resolved to Assure’s satisfaction, would have caused Assure to make reference to the matter in its reports, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

 

The Company has provided Assure with a copy of the disclosures in this Current Report on Form 8-K and has requested that Assure furnish a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company herein. A copy of Assure’s letter, dated June 4, 2026, is filed as Exhibit 16.1 hereto.

 

(b) Engagement of New Independent Registered Public Accounting Firm.

 

On June 4, 2026, the Audit Committee approved the engagement of Sadler, Gibb & Associates as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

 

During the fiscal years ended December 31, 2025 and 2024 and the subsequent interim period through June 3, 2026, neither the Company nor anyone on its behalf consulted with Sadler, Gibb & Associates regarding (i) the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company that Sadler, Gibb & Associates concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) and the related instructions) or a reportable event (as described in Item 304(a)(1)(v)).

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

 

Exhibit No.   Description
     
16.1   Letter from Assure CPA, LLC, dated June 4, 2026
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

NEVADA CANYON GOLD CORP.
     
By: /s/ Alan Day  
  Alan Day  
  Chairman and Chief Executive Officer  
     
Date: June 5, 2026  

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What auditor change did Nevada Canyon Gold (NGLD) report in this 8-K?

Nevada Canyon Gold reported that Assure CPA, LLC resigned as its independent registered public accounting firm after merging into Sadler, Gibb & Associates, LLC. The company’s Audit Committee then approved Sadler, Gibb & Associates as the new auditor for the fiscal year ending December 31, 2026.

Why did Assure CPA, LLC resign as Nevada Canyon Gold’s (NGLD) auditor?

Assure CPA, LLC resigned because it merged into Sadler, Gibb & Associates, LLC under an asset purchase agreement and ceased operations as a public accounting firm. This structural change prompted the resignation and led Nevada Canyon Gold to appoint Sadler, Gibb & Associates as its new auditor.

Did Nevada Canyon Gold (NGLD) report any disagreements with its former auditor Assure?

The company reported no disagreements with Assure on accounting principles, financial statement disclosure, or audit procedures during 2024, 2025, or through June 3, 2026. It also stated there were no reportable events under Item 304(a)(1)(v) of Regulation S-K during these periods.

How were Assure’s audit opinions on Nevada Canyon Gold’s (NGLD) financials characterized?

Assure’s audit reports on Nevada Canyon Gold’s consolidated financial statements for the years ended December 31, 2025 and 2024 contained no adverse opinions or disclaimers and were not qualified or modified. This indicates the auditor did not flag uncertainty, scope limitations, or inappropriate accounting principles in those reports.

When did Nevada Canyon Gold (NGLD) appoint Sadler, Gibb & Associates as auditor?

On June 4, 2026, Nevada Canyon Gold’s Audit Committee approved the engagement of Sadler, Gibb & Associates as the independent registered public accounting firm for the fiscal year ending December 31, 2026. This appointment followed Assure CPA, LLC’s resignation after its merger into Sadler, Gibb & Associates.

Did Nevada Canyon Gold (NGLD) consult Sadler, Gibb & Associates before hiring them?

Nevada Canyon Gold stated that neither it nor anyone on its behalf consulted Sadler, Gibb & Associates on accounting principles, specific transactions, or potential audit opinions during 2024, 2025, or through June 3, 2026. It also reported no disagreements or reportable events involving Sadler, Gibb & Associates before the engagement.

Filing Exhibits & Attachments

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