Tech Foundry Ventures, Inc. Sample Contracts

CONVERTIBLE NOTE DUE______________, 2022
Nevada Canyon Gold Corp. • September 14th, 2021 • Gold and silver ores • Nevada

THIS CONVERTIBLE NOTE is a duly authorized and validly issued Note of Nevada Canyon Gold Corp., a Nevada corporation, (the “Borrower”), having its principal place of business at 316 California Ave. Suite 543 Reno, NV 89509 (the “Note”).

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SUBSCRIPTION AGREEMENT NEVADA CANYON GOLD CORP. Regulation A
Subscription Agreement • April 7th, 2023 • Nevada Canyon Gold Corp. • Gold and silver ores

This Subscription Agreement (this “Agreement”) is made between Nevada Canyon Gold Corp. (the “Company”) and the investor executing this Agreement (the “Investor”). Subject to the terms and conditions of this Subscription Agreement, the Company agrees to sell to the Investor, and the Investor agrees to purchase, that certain number of Units representing a $___________ investment. Each Unit shall consist of one (1) share of common stock (the “Share”) and one (1) warrant to purchase a share of common stock at a price of $1.20 per share (the “Warrant”) (collectively, the “Units”). The purchase price per Unit is $0.80.

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Mr. Jeffrey Cocks Chairman Nevada Canyon Gold Corporation Reno, Nevada 89502 Re: Engagement Agreement Dear Jeff:
Engagement Agreement • April 7th, 2023 • Nevada Canyon Gold Corp. • Gold and silver ores • California

This engagement letter agreement (this “Agreement”) sets forth the terms under which Digital Offering LLC, a FINRA and SEC registered broker-dealer (“we” or “Digital Offering”), is being engaged to perform administrative and technology related functions in connection with this offering, but not for underwriting or placement agent services for Nevada Canyon Gold Corporation (“you” or the “Company” and, together with Digital Offering, the “Parties”) in connection with a proposed best efforts Regulation A offering by the Company of its securities (the “Securities”) which Securities may be convertible preferred stock, common stock, convertible debt or other securities and may be in the form of units that include warrants in each case as determined by the Company after consultation with Digital Offering.

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COMMON STOCK PURCHASE WARRANT
Nevada Canyon Gold Corp. • June 17th, 2022 • Gold and silver ores

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _______________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (Reno, NV time) on the two (2) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Nevada Canyon Gold Corp., a Nevada corporation (the “Company”), up to _______________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock; provided, however, in the event that the Conversion Price is adjusted pursuant to 2(b) below, then upon each such adjustment the number of Warrant Shares issuable under this Warrant shall increase such that the aggregate Exercise Price immediately prior to such adjustment shall equal the aggregate Exercise Price immedia

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CONSULTING AGREEMENT
Consulting Agreement • February 27th, 2023 • Nevada Canyon Gold Corp. • Gold and silver ores • Nevada

CONSULTING AGREEMENT (the “Agreement”) dated as of February 24, 2023, by and between Little Hill Holdings, a Tennessee limited liability company (the “Consultant”) and Nevada Canyon Gold Corp. (the “Company”).

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PROPERTY PURCHASE AGREEMENT
Property Purchase Agreement • July 7th, 2017 • Nevada Canyon Gold Corp. • Services-management consulting services • Nevada

In consideration of the recitals and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

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TECH FOUNDRY VENTURES, INC. Subscription Agreement
Tech Foundry Ventures, Inc. • May 19th, 2014 • Nevada
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Exploration Lease with Option To Purchase Agreement Belshazzar Property
Exploration Lease • June 7th, 2021 • Nevada Canyon Gold Corp. • Gold and silver ores • Nevada

This Exploration Lease with Option To Purchase Agreement for the Belshazzar Property (“the Agreement”) is made and entered into, by and between Belshazzar Holdings, LLC., a Nevada Corporation with an office at Suite 15, 5655 Riggins Court, Reno NV 89502 (“the Owner”), and Nevada Canyon Gold Corp. a Nevada Corporation with an office at Suite 543, 316 California Avenue Reno, NV 89509 (“NCG”).

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PUBLIC RELATIONS SERVICES AGREEMENT
Public Relations Services Agreement • May 12th, 2023 • Nevada Canyon Gold Corp. • Gold and silver ores • California

THIS AGREEMENT (the “Agreement”) made and entered into as of 2/3/23 (hereinafter “Effective Date”) by and between Think Ink Marketing Data and Email Services, a California limited liability company (“Think Ink Marketing”) and Nevada Canyon Gold Corp., a corporation based in Nevada and publicly traded on the OTC Exchange under the ticker symbol NGLD (“PubCo”) (collectively, “the Parties”).

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Nevada Canyon Gold Corp. Online Marketing Agreement with i2i Marketing Group, LLC
Nevada Canyon Gold Corp. • November 13th, 2023 • Gold and silver ores
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LOCK-UP AGREEMENT
Lock-Up Agreement • December 30th, 2021 • Nevada Canyon Gold Corp. • Gold and silver ores • Nevada

THIS LOCK-UP AGREEMENT (the “Agreement”) is between Nevada Canyon Gold Corp., a Nevada corporation (the “Company”), and the undersigned person or entity listed on the Counterpart Signature Page hereof, sometimes referred to herein as the “Shareholder.” The “Effective Date” of this Agreement is the date appearing opposite of Shareholder’s signature on the Counterpart Signature Page. For all purposes of this Agreement, “Shareholder” includes any “affiliate, controlling person of Shareholder, agent, representative or other person with whom Shareholder is acting in concert.”

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Royalty PURCHASE Agreement (Lapon Canyon Royalty; Mineral County, Nevada)
Royalty Purchase Agreement • May 29th, 2024 • Nevada Canyon Gold Corp. • Gold and silver ores • Nevada
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DEFINITIVE AGREEMENT for
Definitive Agreement • July 12th, 2018 • Nevada Canyon Gold Corp. • Gold and silver ores • Nevada

In addition, each party warrants and represents that it has the right to disclose any and all Confidential Information that it discloses to the Recipient pursuant to this Definitive Agreement and shall indemnify Recipient from any claims arising out any assertion or claim with respect thereto. Furthermore, each party will indemnify and defend the other from all third-party claims resulting from the negligent or wrongful disclosure by it of a third-party’s confidential information. Except as specifically set forth herein, neither party makes any representation or warranty about the Confidential Information disclosed.

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Exploration Lease Agreement Lazy Claims
Exploration Lease Agreement Lazy Claims • August 7th, 2017 • Nevada Canyon Gold Corp. • Services-management consulting services • Nevada

This Exploration Lease for the Lazy claims (“Agreement”) is made and entered into by and between Tarsis Resources US Inc., a Nevada corporation (“Owner”), and Nevada Canyon Gold Corp., a Nevada corporation (“NCG”).

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Consulting Services Agreement
Consulting Services Agreement • August 11th, 2023 • Nevada Canyon Gold Corp. • Gold and silver ores

In exchange for good and valuable consideration (which the parties acknowledge and agree is sufficient), the parties agree to the validity of the background material above and to the provisions that follow.

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Exploration Lease and Option To Purchase Agreement Garfield Flat Project
Exploration Lease and Option to Purchase Agreement • June 8th, 2017 • Nevada Canyon Gold Corp. • Services-management consulting services • Nevada

This Exploration Lease and Option to Purchase Agreement Garfield Flat Project (“Agreement”) is made and entered into by and between Goodsprings Development LLC, a Nevada limited liability corporation (“Owner”), and Nevada Canyon Gold Corp., a Nevada corporation (“NCG”).

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Royalty PURCHASE Agreement (Palmetto Royalty; Esmeralda County, Nevada)
Royalty Purchase Agreement • February 1st, 2022 • Nevada Canyon Gold Corp. • Gold and silver ores • Nevada

Royalty Percentage. For good and valuable consideration, the receipt and sufficiency of which are acknowledged by the Parties, Obligor grants, sells, assigns and conveys to Royalty Holder, and its successors and assigns forever, a production royalty in an amount equal to two percent (2%) of the Net Smelter Returns (the “Royalty Percentage”), as hereinafter defined and computed, for all gold and other minerals of any type produced from the Properties, including all gold and other minerals of any type produced from dumps or stockpiles located on the Properties, from and after the Effective Date (the “Royalty”), subject to Section 1(b).

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Exploration Lease with Option To Purchase Agreement Swales Property
Purchase Agreement • December 28th, 2021 • Nevada Canyon Gold Corp. • Gold and silver ores • Nevada

This Exploration Lease with Option To Purchase Agreement for the Swales Property (“the Agreement”) is made and entered into, by and between W. Wright Parks III, a person with an address at 22904 Carriage Drive, Reno NV 89521 (“the Owner”), and Nevada Canyon Gold Corp. a Nevada Corporation with an office at Suite 543, 316 California Avenue Reno, NV 89509 (“NCG”).

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Royalty PURCHASE Agreement (Pikes Peak Royalty; Mineral County, Nevada)
Royalty Purchase Agreement • June 18th, 2024 • Nevada Canyon Gold Corp. • Gold and silver ores • Nevada

Now, therefore, in consideration of their mutual covenants and promises, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

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EXPORATION AND OPTION AGREEMENT BETWEEN WALKER RIVER RESOURCES CORP AND NEVADA CANYON GOLD CORP. EXPLORATION AGREEMENT WITH OPTION TO FORM JOINT VENTURE
Exploration Agreement • December 22nd, 2015 • Tech Foundry Ventures, Inc. • Services-management consulting services • Nevada

THIS EXPLORATION AGREEMENT WITH OPTION TO FORM JOINT VENTURE (LAPON CANYON PROPERTY) (the “Agreement”) is made effective this 15th day of September, 2015 (the “Effective Date”).

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Exploration Lease with Option To Purchase Agreement Agai-Pah Property
Purchase Agreement • May 19th, 2021 • Nevada Canyon Gold Corp. • Gold and silver ores • Nevada

This Exploration Lease with Option To Purchase Agreement for the Agai-Pah Property (“the Agreement”) is made and entered into, by and between MSM Resource, L.L.C., a Nevada Corporation with an office at Suite 15, 5655 Riggins Court, Reno NV 89502 (“the Owner”), Nevada Canyon Gold Corp. a Nevada Corporation with an office at Suite 543, 316 California Avenue Reno, NV 89509 (“NCG”).

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DEFINITIVE AGREEMENT for Tech Foundry Ventures, Inc.’s (“TFV”) Acquisition of All Interests of Nevada Canyon Gold Corp. (“NCG”) in and to an Exploration Agreement (with Option to Form a Joint Venture), with Walker River Resources Corp. (“WRR”), dated...
Definitive Agreement • December 22nd, 2015 • Tech Foundry Ventures, Inc. • Services-management consulting services • Nevada
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