Nevada Canyon Gold (NGLD) Director Receives 400K Options, 50% Immediate Vest

Rhea-AI Filing Summary

Insider grant: Director John Nichols Schaff was granted 400,000 stock options in Nevada Canyon Gold Corp. (NGLD) on 09/10/2025 with an exercise price of $0.83 per share. Fifty percent of the options vest immediately and the remaining fifty percent vest one year from the grant date. The options are exercisable beginning 09/10/2025 and expire 09/10/2028. Following the grant the reporting person beneficially owns 400,000 underlying common shares via the options and reports owning no other securities of the issuer. The Form 4 was signed by Mr. Schaff on 09/12/2025.

Positive

• Clear alignment: 50% of options vest immediately, providing immediate alignment of the directors interests with shareholders.
• Retention element: Remaining 50% vests after one year, supporting director retention without speculative performance conditions.

Negative

• Potential dilution: Exercise of 400,000 options would increase outstanding shares; the filing does not disclose total shares outstanding to quantify dilution.
• Short option term: Options expire three years after grant, which may pressure earlier exercise decisions compared with longer-term grants.

Insights

Financial Analyst

TL;DR: A 400,000-option grant at $0.83 aligns director incentives but increases potential share dilution; vesting schedule mixes immediate and time-based retention.

The award grants rights to 400,000 common shares at an exercise price of $0.83 with a three-year term to expiration. Immediate vesting of 50% provides near-term alignment with shareholders while the remaining 50% vests after one year, supporting retention. From a capital-structure perspective, exercise of these options would increase the company's outstanding shares and dilute existing holders; the filing does not disclose the company’s total share count or option pool, so the absolute dilution cannot be calculated here.

Corporate Governance Expert

TL;DR: Director-level option grant appears routine for compensation and retention; disclosure is standard and includes vesting and expiration terms.

The Form 4 clearly discloses the grant date, exercise price, vesting schedule and expiration, which meets SEC reporting expectations for Section 16 insiders. The mix of immediate and delayed vesting signals a dual objective of immediate alignment and future retention. The filing states the reporting person is a director and beneficially owns no other securities, which is useful for assessing insider exposure but does not provide broader governance context such as board approval details or total equity run-rate.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Schaff John Nichols

(Last) (First) (Middle)

14250 RIATA CIRCLE

(Street)

RENO NV 89521

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Nevada Canyon Gold Corp. [ NGLD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options	$0.83	09/10/2025	09/10/2025	A		400,000(1)		09/10/2025	09/10/2028	Common shares	400,000	$0.83	400,000	D

Explanation of Responses:

1. The reporting person was granted 400,000 stock options, of which 50% immediately vest and 50% vest one year from the grant date. He beneficially owns no other securities of the Company.

	/s/ John Nichols Schaff	09/12/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did John Nichols Schaff disclose on Form 4 for NGLD?

The Form 4 reports a grant of 400,000 stock options on 09/10/2025 at an exercise price of $0.83, with 50% immediate vesting and 50% vesting one year later.

When do the granted options become exercisable and when do they expire?

The options are exercisable beginning 09/10/2025 and expire on 09/10/2028.

How many shares does Mr. Schaff beneficially own after the reported transaction?

Following the reported transaction Mr. Schaff beneficially owns the rights to 400,000 common shares via the options and states he owns no other securities of the company.

What is the relationship of the reporting person to Nevada Canyon Gold Corp. (NGLD)?

The filing identifies John Nichols Schaff as a Director of the issuer.

On what date was the Form 4 signed by the reporting person?

The Form 4 was signed by John Nichols Schaff on 09/12/2025.