STOCKHOLDERS’ EQUITY

9 Months Ended

Sep. 30, 2025

NOTE 6 – STOCKHOLDERS’ EQUITY

The Company was formed with one class of common stock, $0.0001 par value, and is authorized to issue 100,000,000 common shares and one class of preferred stock, $0.0001 par value, and is authorized to issue 10,000,000 preferred shares. Voting rights are not cumulative and, therefore, the holders of more than 50% of the common stock could, if they chose to do so, elect all of the directors of the Company.

On October 3, 2024, the Company entered into a common stock purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Investor”), which provides that the Company may sell to the Investor up to $25,000,000 of the Company’s common stock for the duration of the Purchase Agreement. Additionally, the Company and the Investor entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement with the Securities and Exchange Commission (the “SEC”) covering the resale of shares of Common Stock that would be issued to Investor under the Purchase Agreement. The Company filed a preliminary registration statement on Form S-1 on October 25, 2024, which was made effective by the SEC on November 8, 2024. The Company incurred $34,000 in costs associated with this offering.

Under the terms and subject to the satisfaction of the conditions set forth in the Purchase Agreement, the Company has the right, but not the obligation, to sell to the Investor, and the Investor is obligated to purchase up to $25,000,000 of Common Stock. Such sales of Common Stock by the Company, if any, will be subject to certain limitations as set forth in the Purchase Agreement, and may occur from time to time, at the Company’s sole discretion, commencing on the date that all of the conditions to the Company’s right to commence such sales are satisfied. The Investor has no right to require the Company to sell any Common Stock to the Investor, but the Investor is obligated to make purchases as the Company directs, subject to satisfaction of the conditions set forth in the Purchase Agreement.

Upon entering into the Purchase Agreement, the Company agreed to issue to the Investor $250,000 worth of Common Stock (the “Commitment Shares”) as consideration for the Investor’s commitment to purchase shares of Common Stock upon the Company’s direction under the Purchase Agreement. The Company issued 30% of the Commitment Shares (27,356 shares) on October 4, 2024. An additional 30% of the Commitment Shares (44,431 shares) were issued to the Investor on February 6, 2025. The remaining 40% of the Commitment Shares were to be issued to Investor 180 days following the Commencement Date. The Company also agreed to pay the Investor up to $20,000 for its reasonable expenses under the Purchase Agreement.

During the nine months ended September 30, 2025, the Company issued a total of 180,000 shares under the Purchase Agreement at an average cost of $1.60 per share for total proceeds of $288,149. The Company recognized $5,122 as share issuance costs associated with this issuance.

Warrants

The changes in the number of warrants outstanding for the nine months ended September 30, 2025, and for the year ended December 31, 2024, are as follows:

	Nine months ended September 30, 2025					Year ended December 31, 2024
	Number of warrants			Weighted average exercise price		Number of warrants			Weighted average exercise price

Warrants outstanding, beginning		11,894,537		$	1.20		12,349,912		$	1.20
Warrants exercised		-			n/a		(455,375	)	$	1.20
Warrants expired		(5,200,660	)	$	1.20		-			n/a
Warrants outstanding, ending		6,693,877		$	1.20		11,894,537		$	1.20

Details of warrants outstanding as at September 30, 2025, are as follows:

SCHEDULE OF WARRANTS OUTSTANDING

Number of warrants exercisable			Expiry date	Exercise price
	4,646,267	⁽¹⁾	October 18, 2025	$	1.20
	1,922,616	⁽¹⁾	November 3, 2025	$	1.20
	55,373	⁽²⁾	September 23, 2028	$	1.20
	69,621	⁽²⁾	November 3, 2028	$	1.20
	6,693,877			$	1.20

(1)	These warrants expired unexercised subsequent to September 30, 2025.

(2)	Agent warrants

At September 30, 2025, the weighted remaining average life of the warrants was 0.12 years.

Share-based compensation

During the three and nine months ended September 30, 2025 and 2024, the Company recognized share-based compensation as follows:

	2025		2024		2025		2024
	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Directors, CEO and President	$	548,057	$	248,468	$	548,057	$	740,002
Officer – VP of Operations		-		175,000		116,667		525,000
Consultants		116,667		116,667		350,001		350,001
Investor awareness and marketing		-		-		-		100,275
Total	$	664,724	$	540,135	$	1,014,725	$	1,715,278

Officer – VP of Operations:

On February 24, 2023, the Company entered into a consulting agreement with the Company’s Vice President of Operations (the “VP Agreement”). The Company agreed to issue 2,000,000 shares of its common stock for the services. The shares vested ratably over a two-year period, beginning March 1, 2023, and vested shares were distributed quarterly. The fair value of the shares was $1,400,000 or $0.70 per share based on the trading price of the Company’s common stock on the date the service period began. As of September 30, 2025, the Company had distributed all the shares under the VP Agreement, and no future compensation will be recognized for this award.

Consultants:

On February 24, 2023, the Company entered into two separate consulting agreements with consultants (the “Consulting Agreements”) in exchange for a total of 2,000,000 shares of its common stock. All shares vest ratably over three years, beginning March 1, 2023, and vested shares are distributed quarterly. The fair value of the shares was $1,400,000 or $0.70 per share based on the trading price of the Company’s common stock on the date the service period began. As at September 30, 2025, the Company had distributed a total of 1,722,223 shares under the Consulting Agreements.

Unvested compensation related to the Shares to be issued under the Consulting Agreements of $194,444 will be recognized over the next five months.

Equity Incentive Plan

On May 5, 2025, the Board of Directors approved the Company’s 2025 Equity Incentive Plan (the “Plan”), which was subsequently approved by stockholders on June 27, 2025, at the Company’s annual meeting of shareholders. The Plan provides for the issuance of up to 2,800,000 common shares, with an annual increase of up to 4% of the Company’s outstanding common shares at the discretion of the Board. The Plan allows for the grant of incentive and nonqualified stock options, restricted stock, stock awards, and performance shares.

On September 10, 2025, the Company granted stock options to certain directors and an officer under the Plan. The options entitle the holders to purchase up to 1,800,000 common shares of the Company at an exercise price of $0.83 per share. 50% of the options vested immediately on the date of grant, and 50% vest one year thereafter, provided the grantees continue to provide service to the Company. The options expire on September 10, 2028. None of the 900,000 vested options were exercised nor forfeited during the three and nine months ended September 30, 2025.

The fair value of the stock options was estimated on the grant date using the Black-Scholes option pricing model with the following assumptions: expected life of three years, risk-free interest rate of 3.47%, expected dividend yield - $Nil, and expected share price volatility of 138%. The total grant-date fair value of the options amounted to $1,039,173, which will be recognized as stock-based compensation expense over the vesting period. For the nine months ended September 30, 2025, the Company recognized $548,057 in stock-based compensation expense relating to these options, included in director and officer compensation on the Condensed Consolidated Statements of Operations.

Unrecognized compensation cost related to non-vested stock options as of September 30, 2025, was approximately $491,116, and is expected to be recognized over the remaining weighted-average vesting period of 11 months. The intrinsic value of total outstanding and total vested shares is $Nil at September 30, 2025.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Nevada Canyon Gold Corp. 10-Q