Mr. Jeffrey Cocks Chairman Nevada Canyon Gold Corporation Reno, Nevada 89502 Re: Engagement Agreement Dear Jeff:Engagement Agreement • June 17th, 2022 • 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.
SUBSCRIPTION AGREEMENT NEVADA CANYON GOLD CORP. Regulation ASubscription Agreement • June 17th, 2022 • Nevada Canyon Gold Corp. • Gold and silver ores • Nevada
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.
COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • June 17th, 2022 • Nevada Canyon Gold Corp. • 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
