Mr. Jeffrey Cocks Chairman Nevada Canyon Gold Corporation Reno, Nevada 89502 Re: Engagement Agreement Dear Jeff:Engagement Agreement • August 12th, 2022 • Nevada Canyon Gold Corp. • Gold and silver ores • California
Contract Type FiledAugust 12th, 2022 Company Industry JurisdictionThis 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.