Exhibit
10.07


 


Exploration
Lease with Option To Purchase Agreement

Belshazzar Property


 


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”).


 


Recitals


 


A.
The Owner is the beneficial and registered holder of a 100% undivided interest in 10 unpatented lode mining claims and 7 unpatented placer
mineral claim, more particularly described in Exhibit “A” attached to and by this reference incorporated in this Agreement
(collectively the “Property”) situated within Quartzburg mining district, in Boise County, Idaho. NCG wishes to enter into
this Exploration Lease with Option to Purchase Agreement in the Property from the Owner.


 


B.
Owner desires to lease and to grant to NCG the option to purchase the Property on the terms and conditions of this Agreement.


 


C.
Now, therefore, in consideration of their mutual promises, the parties agree as follows:


 


1.
Definitions. The following defined terms, wherever used in this Agreement, shall have the meanings described below:


 


1.1
“$” or “dollars” shall mean references to the currency of the United States of America.


 


1.2
“Deed” means the conveyance to be executed and delivered by Owner to NCG on NCG’s exercise and closing of the Option.


 


1.3
“Effective Date” means June 4, 2021.


 


1.4
“Governmental Regulations” means all directives, laws, orders, ordinances, regulations and statutes of any federal, state
or local agency, court or office.


 


1.5
““Lease Year” means each one (1) year period following the Effective Date and each anniversary of the Effective
Date.


 


1.6
“Minerals” means all minerals and mineral materials, including, without limitation, gold, silver, platinum and platinum
group metals, base metals (including, for example, antimony, chromium, cobalt, copper, lead, manganese, mercury, nickel, molybdenum,
titanium, tungsten, zinc), and other metals and mineral materials which are on, in or under the Property.


 


1.7
“Minimum Payments” means the minimum payments payable by NCG in accordance with Section 4.2.


 


1.8
“Option” means the option and right granted by Owner to NCG to purchase the Property in accordance with Section 5.


 


1.9
“NCG” Nevada Canyon gold Corp., a Nevada corporation, and its parents, successors, and assigns.


 


1.10
“Owner” means Belshazzar Holdings, LLC., and its successors and assigns.


 


1.11
“Property” means the unpatented mining claims situated in Boise County, Idaho more particularly described in Exhibit
A hereto.


 




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2.
Lease and Grant of Rights. Owner will Lease the Property exclusively to NCG and grants to NCG the rights and privileges described
in this Section.


 


2.1
Lease. Owner leases to NCG and grants to NCG the right to use the Property for the purposes of exploration for Minerals. NCG must
exercise the Option to purchase the Property before NCG commences the development of a mine or mine-related facilities or commences mining
on the Property.


 


2.2
Water Rights. Subject to the regulations of the State of Nevada concerning the appropriation and taking of water, NCG shall have
the right to appropriate and use water, to drill wells for the water on the Property and to lay and maintain all necessary water lines
as may be required by NCG in its operations on the Property.


 


3.
Term. The term of this Agreement shall commence on the Effective Date and shall continue for ten (10) years, subject to NCG’s
right to extend this Agreement for two (2) additional terms of ten (10) years each, and subject to NCG’s right to purchase the
Property in accordance with Section 5.


 


4.
Payments. NCG shall make the following payments to Owner;


 


4.1
Annual Minimum Payments. On or at any time within ninety (90) days of the parties’ execution of this Agreement, (the “Effective
date”) NCG shall pay to Owner the sum of twenty thousand dollars ($20,000.00). Following the Effective Date, NCG shall pay the
following Minimum Payments to Owner:


 


	First anniversary of Effective Date	 	$	20,000	 
	Second anniversary of Effective Date	 	$	20,000	 
	Third anniversary of Effective Date	 	$	20,000	 
	Fourth anniversary of Effective Date	 	$	20,000	 
	Fifth anniversary of Effective Date	 	$	20,000	 
	Sixth and any succeeding anniversary of the Effective Date	 	$	20,000	 



 


The
initial annual minimum payment and the Minimum Payments provided in this Section shall not be credited against the Purchase Price if
NCG elects to exercise the Option. NCG shall not be obligated to pay the Annual Minimum Payments referenced above, after the exercise
and closing of the Option To Purchase.


 


4.2
Production Royalty. NCG shall pay to Owner a production royalty (the “Royalty”) based on the Gross Returns from the production
and sale of Minerals from the Property, as commercially defined by the Rocky Mountain Law Foundation. The Royalty percentage rate shall
be one percent (1%). Owner shall have the right of first selection of coarse gold, nuggets, and mineral specimen gold produced from the
property of up to Owner’1% Gross Production Royalty (taken in kind). If all or part of the Royalty is taken in kind, the material
selected shall be evaluated by a mutually acceptable third party for the estimated gold content. If the Royalty is not taken in kind,
commercially acceptable Royalty terms shall apply as defined by the Rocky Mountain Mineral Law Foundation. If NCG chooses to abandon
the property after the purchase of the property from the Owner, NCG shall notify Owner in writing of their intent to abandon the Property,
and at Owner’s discretion, NG shall deed the property back to Owner.


 


4.3
Method of Payment. NCG shall pay all payments under this Agreement by method approved by Owner.


 


5.
Option to Purchase. Owner grants to NCG the exclusive option and right to acquire ownership of the Property (the “Option”).
The purchase price of the Property shall be Eight Hundred Thousand Dollars ($800,000.00) (the “Purchase Price”). The Purchase
Price can be paid in either cash and/or equity of NCG, or a combination thereof, at the election of the Owner. The Minimum Payments paid
by NCG to Owner shall not be applied or credited against the Purchase Price.


 




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5.1
Notice of Election. If NCG elects to exercise the Purchase Option, NCG shall deliver written notice to Owner. On Owner’s receipt
of NCG’s notice of exercise of the Option, the parties shall make diligent efforts to close the conveyance of the Property and
shall do so within thirty (30) days after NCG’s delivery of the notice.


 


5.2
Transfer of Fees and Taxes. If NCG exercises the Option, NCG shall pay the Bureau of Land Management mining claim transfer fees,
the real property transfer taxes, if any, and all recording costs incurred in closing of the Option.


 


5.3
Payment on Closing. On closing of the Option, NCG shall pay the Purchase Price to Owner.


 


5.4
Owner’s Deliveries on Closing. If NCG exercises and closes the Option, Owner shall execute and deliver to NCG a conveyance
of the Property, Owner shall execute and deliver to NCG a declaration of value to be submitted on recording of the Deed and an affidavit
of non-foreign taxpayer status in accordance with Internal Revenue Code Section 1445.


 


5.5
Effect of Closing. On closing of the Option, NCG shall own a 100% undivided interest of the Property, free and clear of any encumbrances


 


6.
Compliance With The Law. NCG shall, at NCG’s sole cost, comply with all Governmental Regulations relating to the condition,
use or occupancy of the Property by NCG, including but not limited to all exploration and development work performed by NCG during the
term of this Agreement. NCG shall, at its sole cost, promptly comply with all applicable Governmental Regulations regarding reclamation
of the Property. Owner agrees to cooperate with NCG in NCG’s application for governmental licenses, permits and approvals, the
costs of which shall be borne by NCG.


 


7.
NCG’s Work Practices and Reporting.


 


7.1
Work Practices. NCG shall work the Property in a miner-like fashion.


 


7.2
Inspection of Data. During the term of this Agreement, Owner and Owner’s representatives shall have the right to examine and
make copies of the technical data regarding the Property in NCG’s possession during reasonable business hours and upon prior notice,
provided, however, that the rights of Owner to examine such data shall be exercised in a manner that does not interfere with the operations
of NCG.


 


8.
Scope of Agreement. During the term of the Option, this Agreement shall extend to and include the unpatented mining claims described
in this Agreement (and any amendments or relocations of the unpatented mining claims), including any unpatented mining claims amended
or located by the parties to fill any fractions or gaps among the unpatented mining claims which constitute the Property or among the
unpatented mining claims and any fee lands adjacent to or near the unpatented mining claims which constitute the Property. NCG’s
obligations under this Section shall not apply to any unpatented mining claims acquired by NCG from an unaffiliated third party in an
arm’s length transaction. NCG agrees and covenants that this Section shall be binding on NCG and NCG’s affiliates and any
assignee of this Agreement and the affiliates of any such assignee.


 


9.
Liens. NCG agrees to pay all indebtedness and liabilities incurred by or for NCG arising from or relating to NCG’s activities
on the Property, except that NCG need not discharge or release any such lien, charge or encumbrance so long as NCG is contesting the
same in good faith, provided that if a judgment is entered which affirms or authorizes foreclosure on the lien, NCG promptly, and before
foreclosure of the lien, shall pay, post a bond to secure payment of the lien, or otherwise cause the discharge and release of the lien.
NCG must comply with the requirements of NRS 108.2403.


 




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10.
Taxes.


 


10.1
Real Property Taxes. Owner shall pay any and all taxes assessed and due against the Property before the Effective Date. NCG shall
pay promptly before delinquency all taxes and assessments, general, special, ordinary and extraordinary, that may be levied or assessed
and due against the Property after the Effective Date and during the term of this Agreement. All such taxes for the year in which this
Agreement is executed and for the year in which this Agreement terminates shall be prorated between Owner and NCG, except that neither
Owner nor NCG shall be responsible for the payment of any taxes which are based upon income, net proceeds, production or revenues from
the Property assessed solely to the other party.


 


10.2
Personal Property Taxes. Each party shall promptly when due pay all taxes assessed against such party’s personal property,
improvements or structures placed or used on the Property.


 


10.3
Income Taxes. No party shall be liable for any taxes levied on or measured by the other party’s income, net proceeds or payments
under this Agreement or received from the production of minerals from the Property.


 


10.4
Delivery of Tax Notices. If Owner receives tax bills or claims which are NCG’s responsibility, Owner shall promptly forward
them to NCG for payment.


 


11.
Indemnity. Owner shall not be liable to NCG and NCG waives all claims against Owner for injury to or death of any person or damage
to or destruction of any personal property or equipment or theft of property occurring on or about the Property or arising from or relating
to NCG’s business conducted on the Property. NCG shall defend, indemnify and hold harmless Owner and its members, officers, directors,
agents and employees from and against any and all claims, judgments, damage, demands, losses, expenses, costs or liability arising in
connection with injury to person or property from any activity, work, or things done, permitted or suffered by NCG or NCG’s agents,
partners, servants, employees, invitees or contractors on or about the Property, or from any breach or default by NCG in the performance
of any obligation on the part of NCG to be performed under the terms of this Agreement, excluding, however, the negligence of Owner.


 


12.
Property Maintenance. 


 


12.1
Federal Mining Claim Maintenance Fees. If under Governmental Regulations, federal annual mining claim maintenance fees are required
to be paid for the unpatented mining claims which constitute all or part of the Property, beginning with the annual assessment work period
of September 1, 2020, to September 1, 2021, NCG shall pay the federal annual mining claim maintenance fees no later than one (1) months
before the applicable statutory and regulatory deadline, and shall execute and record or file, as applicable, proof of payment of the
federal annual mining claim maintenance fees and of Owner’s intention to hold the unpatented mining claims which constitute the
Property. If NCG elects to terminate this Agreement more than two (2) months before the deadline for payment of the federal annual mining
claim maintenance fees for the following annual assessment year, NCG shall have no obligation to pay the federal annual mining claim
maintenance fees for the Property for the following assessment year. If NCG does not terminate this Agreement more than two (2) months
before the deadline for payment of the federal annual mining claim maintenance fees for the following annual assessment year, NCG shall
pay the annual maintenance fees for the Property for the following assessment year.


 




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13.
Amendment of Mining Laws. The parties acknowledge that legislation for the amendment or repeal of the mining laws of the United States
applicable to the Property has been, and in the future may be, considered by the United States Congress. The parties desire to ensure
that any and all interests of the parties in the lands subject to the unpatented mining claims which comprise all or part of the Property,
including any rights or interests acquired in such lands under the mining laws as amended, repealed or superseded, shall be part of the
Property and shall be subject to this Agreement. If the mining laws applicable to the unpatented mining claims subject to this Agreement
are amended, repealed or superseded, the conversion or termination of Owner’s interest in the Property pursuant to such amendment,
repeal or supersession of the mining laws shall not be considered a deficiency or defect in Owner’s title in the Property, and
NCG shall have no right or claim against Owner resulting from the conversion, diminution, or loss of Owner’s interest in and to
the Property, except as expressly provided in this Agreement. If pursuant to any amendment or supersession of the mining laws Owner is
granted the right to convert its interest in the unpatented mining claims comprising the Property to a permit, license, lease, or other
right or interest, all converted interests or rights shall be deemed to be part of the Property subject to this Agreement. Upon the grant
or issuance of such converted interests or rights, the parties shall execute and deliver an addendum to this Agreement, in recordable
form, by which such converted interests or rights are made subject to this Agreement.


 


14.
Relationship of the Parties.


 


14.1
No Partnership. This Agreement shall not be deemed to constitute any party, in its capacity as such, the partner, agent or legal
representative of any other party, or to create any joint venture, partnership, mining partnership or other partnership relationship
between the parties.


 


14.2
Competition. Except as expressly provided in this Agreement, each party shall have the free and unrestricted right independently
to engage in and receive the full benefits of any and all business endeavors of any sort outside the Property or outside the scope of
this Agreement, whether or not competitive with the endeavors contemplated under this Agreement, without consultation with or participation
of the other party. In particular, without limiting the foregoing, neither party to this Agreement shall have any obligation to the other
as to any opportunity to acquire any interest, property or right offered to it outside the scope of this Agreement.


 


14.3
Limitation. NCG’s performance of its duties and obligations under this Agreement shall not obligate NCG to perform any additional
services to Owner, nor, except as expressly provided in this Agreement, to conduct or to invest any funds of any nature whatsoever in
the exploration of, development or production of minerals on or under the Property. NCG may explore, conduct geological, geochemical
and geophysical investigations, drill, sample or otherwise explore for or develop Minerals in the manner and to the extent that NCG,
in its sole discretion, deems advisable. Only the express duties and obligations described in this Agreement are binding on NCG and NCG
shall have no duties or obligations, implied or otherwise, to explore for, develop or mine minerals. Owner acknowledges that NCG’s
express undertakings under this Agreement and Purchase Price are in lieu of any implied duties or obligations.


 


15.
Inspection. During the term of the Option, the Owner or Owner’s duly authorized representatives shall be permitted to enter
on the Property and NCG’s workings at reasonable times and on five (5) days’ advance notice to NCG for the purpose of inspection,
but they shall enter on the Property at their own risk and in such a manner which does not unreasonably hinder, delay or interfere with
NCG’s operations. If NCG is conducting exploration, development or mining during Owner’s inspection, Owner agrees that Owner
will comply with all of NCG’s safety rules and regulations, including the requirement that Owner and Owner’s representatives
be accompanied by NCG’s representatives during the inspection.


 


16.
Representations. 


 


16.1
Title. Except as expressly provided in this Agreement, Owner represents to Owner’s knowledge and belief as follows: (a) the
unpatented mining claims which are part of the Property were properly located in accordance with applicable federal and state laws and
regulations; (b) the unpatented mining claims which are part of the Property are in good standing; and (c) subject to the paramount title
of the United States, the unpatented mining claims are free and clear of adverse claims, liens, encumbrances, or royalties.


 




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16.2
Escrow for Disputes. If at any time a third party asserts a claim of ownership in the Property or the Minerals which is adverse to
the interest of Owner or NCG, or if NCG is advised by legal counsel for NCG that it appears that a third party may have such a claim,
NCG may deposit any payments which would otherwise be due to Owner into escrow and give notice of such deposit to Owner. In the event
of a dispute as to ownership of the Property, the Minerals, the surface of the Property, the minimum payments may be deferred until twenty
(20) days after NCG is furnished satisfactory evidence that such dispute has been finally settled and all provisions as to keeping this
Agreement in force shall relate to such extended time for payment.


 


17.
Covenants, Warranties and Representations. Each of the Parties covenants, warrants and represents for itself as follows:


 


17.1
Compliance with Laws. That it has complied with all applicable laws and regulations of any governmental body, federal, state or local,
regarding the terms of and performance of its obligations under this Agreement. Each party shall maintain its standing as a business
entity in accordance with the laws of the jurisdiction of its organization.


 


17.2
No Pending Proceedings. That there are no lawsuits or proceedings pending or threatened which affect its ability to perform the terms
of this Agreement.


 


17.3
Costs. That it shall pay all costs and expenses incurred or to be incurred by it in negotiating and preparing this Agreement and
in closing and carrying out the transactions contemplated by this Agreement.


 


17.4
Brokers. That it has had no dealings with any agent, broker or finder in connection with this Agreement, and shall indemnify, defend
and hold the other party harmless from and against any claims that may be asserted through such party that any agent’s broker’s
or finder’s fee is due in connection with this Agreement.


 


17.5
Patriot Act. That it is not on the Specially Designated National & Blocked Persons List of the Office of Foreign Assets Control
of the United States Treasury Department and is not otherwise blocked or banned by any foreign assets office rule or any other law or
regulation, including the USA Patriot Act or Executive Order 13224.


 


18.
Termination by Owner. Any failure by NCG to perform any of its covenants, liabilities, obligations or responsibilities under this
Agreement shall be a default. Owner may give NCG written notice of a default. If a payment default is not remedied within five (5) days
after receipt of the notice or any other default is not remedied within thirty (30) days after receipt of the notice, provided the default
can reasonably be cured within that time, or, if not, if NCG has not within that time commenced action to cure the same or does not after
such commencement diligently prosecute such action to completion, Owner may terminate this Agreement by delivering notice to NCG of Owner’s
termination of this Agreement, provided that if NCG contests Owner’s notice of default or Owner’s assertion that NCG has
not timely cured or commenced action to cure the alleged default, Owner may not terminate this Agreement unless and until issues of the
alleged default and failure to cure the alleged default had been determined by a court of competent jurisdiction. In such case, NCG shall
have such time as provided by the decree or order of the court having jurisdiction of the dispute concerning the alleged default or failure
to cure the alleged default. On termination of this Agreement based on NCG’s default, within ten (10) days NCG shall execute and
deliver to Owner a release and termination of this Agreement in form acceptable for recording.


 


19.
Termination and Surrender of Mining Claims by NCG. NCG may at any time terminate this Agreement by giving written notice to Owner.
If NCG terminates this Agreement, NCG shall perform all obligations and pay all payments which accrue or become due before the termination
date. On NCG’s termination of this Agreement, within ten (10) days NCG shall execute and deliver to Owner a release and termination
of this Agreement in form acceptable for recording.


 




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20.
Force Majeure. Each party’s obligations under this Agreement shall be suspended during the time and to the extent such party
is prevented from compliance, in whole or in part, by war or war conditions (actual or potential), earthquake, fire, flood, strike, labor
stoppage, accident, riot, unavoidable casualty, act or restraint, present or future, or any lawful authority, statute, act of God, act
of public enemy, inability to obtain or delays in obtaining governmental approvals, consents, licenses or permits (including any of the
foregoing relating to the change of the use or points of diversion and use of water resources), labor or transportation, or other delays
or cause of the same or other character beyond the reasonable control of such party. If a party invokes force majeure, it shall notify
the other party in writing within ten (10) days of the force majeure event and shall diligently attempt to cure, end or remediate the
force majeure event. A party claiming force majeure shall notify the other party in writing within ten (10) days of termination of the
force majeure event.


 


21.
Surrender of Property. On expiration or termination of this Agreement, NCG shall surrender the Property promptly to Owner and at
NCG’s sole cost shall remove from the Property all of NCG’s buildings, equipment and structures. NCG shall reclaim the Property
in accordance with all applicable Governmental Regulations.


 


22.
Data. Promptly following the parties’ execution of this Agreement, Owner shall deliver to NCG copies of all of the technical
and title data Owner possesses regarding the Property and the Area of Interest. Within thirty (30) days following termination of this
Agreement, NCG shall deliver to Owner copies of the technical data regarding the Property in NCG’s possession at the time of termination
which before termination NCG has not furnished to Owner. At Owner’s election, NCG shall deliver to Owner NCG’s core, cuttings,
sample splits, and sample pulps from the Property.


 


23.
Confidentiality. The data and information, including the terms of this Agreement, coming into the parties’ possession by virtue
of this Agreement shall be deemed confidential and shall not be disclosed to outside third parties except as may be required to publicly
record or protect title to the Property or to publicly announce and disclose information under Governmental Regulations or under the
rules and regulations of any stock exchange on which the stock of a party, or the parent or affiliates of a party, is listed. If a party
negotiates for a transfer of all or any portion of such party’s interest in the Property or under this Agreement or negotiates
to procure financing or loans relating to the Property, in order to facilitate any such negotiations such party shall have the right
to furnish information to third parties, provided that each third party to whom the information is disclosed agrees to maintain its confidentiality
in the manner provided in this Section.


 


24.
Assignment.


 


24.1
NCG’s Assignment. During the term of this Agreement, NCG shall not assign, convey, encumber, sublease, grant any concession,
or license or otherwise transfer to a third party (each a “Transfer”) all or any part of its interest in this Agreement or
the Property, without, in each case, Owner’s prior written consent, which shall not be withheld unreasonably. Owner shall have
the right to consider the proposed transferee’s financial, legal, operating and technical expertise and history when determining
the suitability of the transferee as the lessee under this Agreement. Owner shall respond to NCG’s request for consent within ten
(10) days following Owner’s receipt of NCG’s request, and if Owner does not timely inform NCG that Owner does not consent
to the proposed Transfer, Owner shall be deemed to have approved the Transfer. Each transferee of any interest in this Agreement shall
execute and deliver an instrument by which the transferee agrees to assume and perform the obligations of the assignor under this Agreement.


 


24.2
Owner’s Assignment. Owner shall have the right to assign or otherwise transfer all or any part of its interest in this Agreement
or the Property. No change in ownership of Owner’s interest in the Property shall affect NCG’s obligations under this Agreement
unless and until Owner delivers and NCG receives copies of the documents which demonstrate the change in ownership of Owner’s interest.
Until NCG receives Owner’s notice and the documents required to be delivered under this Section, NCG may continue to make all payments
under this Agreement as if the transfer of Owner’s Ownership interest had not occurred. No division of Owner’s ownership
as to all or any part of the Property shall enlarge NCG’s obligations or diminish NCG’s rights under this Agreement.


 




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25.
Memorandum Agreement. The parties shall execute and deliver a memorandum of this Agreement. The execution of the memorandum shall
not limit, increase or in any manner affect any of the terms of this Agreement or any rights, interests or obligations of the parties.


 


26.
Notices. Any notices required or authorized to be given by this Agreement shall be in writing and shall be sent either by commercial
courier, facsimile, or by certified U.S. mail, postage prepaid and return receipt requested, addressed to the proper party at the address
stated below or such address as the party shall have designated to the other parties in accordance with this Section. Such notice shall
be effective on the date of receipt by the addressee party, except that any facsimiles received after 5:00 p.m. of the addressee’s
local time shall be deemed delivered the next day.


 


	 	If
    to Owner:	Belshazzar
    Holdings, LLC
	 	 	Suite
    15, Riggins Court, 
	 	 	Reno
    NV 89502


 


	 	If
    to NCG: 	Nevada
    Canyon Gold Corp.
	 	 	Suite
    543 316 California Avenue 
	 	 	Reno,
    NV 89501


 


27.
Binding Effect of Obligations. This Agreement shall be binding upon and inure to the benefit of the respective parties and their
successors or assigns.


 


28.
Entire Agreement. The parties agree that the entire agreement between them is written in this Agreement and in a memorandum of agreement
of even date. There are no terms or conditions, express or implied, other than expressly stated in this Agreement. This Agreement may
be amended or modified only by a written instrument signed by the parties with the same formality as this Agreement.


 


29.
Governing Law and Forum Selection. This Agreement shall be construed and enforced in accordance with the laws of the State of Nevada.
The forum for any action regarding the construction or enforcement of this Agreement shall be the Second Judicial District Court, Washoe
County, Reno, Nevada.


 


30.
Multiple Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original,
but all of which shall constitute the same Agreement.


 


31.
Severability. If any part, term or provision of this Agreement is held by a court of competent jurisdiction to be illegal or in conflict
with any Governmental Regulations, the validity of the remaining portions or provisions shall not be affected, and the rights and obligations
of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be
invalid. The parties have executed this Agreement effective as of the Effective Date.


 


SIGNATURE
PAGE FOLLOWS


 




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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement.


 


Signed,
sealed and delivered on this 4th day of June 2021


 


	BELSHAZZAR
    HOLDINGS, L.L.C.	 
	 	 	 
	By	/s/
    Alan Day	 
	 	Alan
    Day, Managing Member	 


 


	NEVADA
    CANYON GOLD CORP.	 
	 	 	 
	By
    	/s/
    Jeffrey A. Cocks	 
	 	Jeffrey
    Cocks, Chief Executive Officer & Director	 


 




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EXHIBIT
A


 


Unpatented
Claims Property Description


 


The
following 10 unpatented lode mining claims and 7 unpatented placer mineral claims situated in


Sections
17-18, T7N, R4E. in Boise County, Idaho.


 


	Count	 	Claim
    Name	 	Location
    Date	 	Case
    Type	 	BLM Serial Number

                                                                                (NMC)

	1	 	MORGAN
    1	 	03-13-2007	 	LODE	 	IMC191104
	2	 	MORGAN
    2	 	03-13-2007	 	LODE	 	IMC191105
	3	 	MORGAN
    4	 	04-30-2008	 	LODE	 	IMC195545
	4	 	MORGAN
    #6	 	05-10-2008	 	LODE	 	IMC195546
	5	 	MORGAN
    5	 	04-30-2008	 	LODE	 	IMC195547
	6	 	MORGAN
    7	 	03-24-2009	 	LODE	 	IMC198623
	7	 	MORGAN
    8	 	03-24-2009	 	LODE	 	IMC198624
	8	 	MORGAN
    9	 	03-24-2009	 	LODE	 	IMC198625
	9	 	MORGAN
    10	 	03-25-2009	 	LODE	 	IMC198626
	10	 	MORGAN
    11	 	03-25-2009	 	LODE	 	IMC198627
	11	 	MORGAN
    3C	 	02-11-2015	 	PLACER	 	IMC214409
	12	 	MORGAN
    3B	 	02-11-2015	 	PLACER	 	IMC214410
	13	 	BELSHAZZAR
    5	 	02-11-2015	 	PLACER	 	IMC214411
	14	 	BELSHAZZAR
    4	 	02-11-2015	 	PLACER	 	IMC214412
	15	 	BELSHAZZAR
    3	 	02-11-2015	 	PLACER	 	IMC214413
	16	 	BELSHAZZAR
    2	 	02-11-2015	 	PLACER	 	IMC214414
	17	 	BELSHAZZAR
    1	 	02-11-2015	 	PLACER	 	IMC214415


 




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