Exhibit
10.08 


 


NEITHER
THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAS BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR
TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO BORROWER. THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION
OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT WITH A REGISTERED BROKER-DEALER OR OTHER LOAN WITH A FINANCIAL
INSTITUTION THAT IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a) UNDER THE SECURITIES ACT OR OTHER LOAN SECURED BY
SUCH SECURITIES.


 


Original
Issue Date: _____________


Principal
Amount: $__________________


 


CONVERTIBLE
NOTE


DUE______________,
2022


 


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”).


 


FOR
VALUE RECEIVED, Borrower promises to pay to ___________________________________ or its registered assigns (the “Holder”),
with an address at _______________________________________________________or shall have paid pursuant to the terms hereunder, the principal
sum of ______________ on_____________, 2022 (the “Maturity Date”) or such earlier date as this Note is required
or permitted to be repaid or such later if extended by the Holder as provided hereunder, and to pay interest, if any, to the Holder on
the aggregate unconverted and then outstanding principal amount of this Note in accordance with the provisions hereof.


 


This
Note is subject to the following additional provisions:


 


Section
1. Definitions. For the purposes hereof, in addition to the terms defined elsewhere in this Note, (a) capitalized terms not
otherwise defined herein shall have the meanings set forth in the Subscription Agreement and (b) the following terms shall have the following
meanings:


 


“Alternate
Consideration” shall have the meaning set forth in Section 5(d).


 


“Bankruptcy
Event” means any of the following events: (a) Borrower or any Subsidiary thereof commences a case or other proceeding under
any bankruptcy, reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar
law of any jurisdiction relating to Borrower or any Subsidiary thereof, (b) there is commenced against Borrower or any Subsidiary thereof
any such case or proceeding that is not dismissed within 60 days after commencement, (c) Borrower or any Subsidiary thereof is adjudicated
insolvent or bankrupt or any order of relief or other order approving any such case or proceeding is entered, (d) Borrower or any Subsidiary
thereof suffers any appointment of any custodian or the like for it or any substantial part of its property that is not discharged or
stayed within 60 calendar days after such appointment, (e) Borrower or any Subsidiary thereof makes a general assignment for the benefit
of creditors, (f) Borrower or any Subsidiary thereof calls a meeting of its creditors with a view to arranging a composition, adjustment
or restructuring of its debts or (g) Borrower or any Subsidiary thereof, by any act or failure to act, expressly indicates its consent
to, approval of or acquiescence in any of the foregoing or takes any corporate or other action for the purpose of effecting any of the
foregoing.


 


“Beneficial
Ownership Limitation” shall have the meaning set forth in Section 4(d).


 


“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which banking institutions in the State of Nevada are required by law or other governmental action to close.


 




    	 



    	 



    

 


“Change
of Control Transaction” means, other than by means of conversion or exercise of this Note, the occurrence after the date hereof
of any of (a) an acquisition after the date hereof by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1)
promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of Borrower,
by contract or otherwise) of in excess of 50% of the voting securities of Borrower, (b) Borrower merges into or consolidates with any
other Person, or any Person merges into or consolidates with Borrower and, after giving effect to such transaction, the stockholders
of Borrower immediately prior to such transaction own less than 50% of the aggregate voting power of Borrower or the successor entity
of such transaction, (c) Borrower sells or transfers all or substantially all of its assets to another Person and the stockholders of
Borrower immediately prior to such transaction own less than 50% of the aggregate voting power of the acquiring entity immediately after
the transaction, (d) a replacement at one time or within a three year period of more than one-half of the members of the Board of Directors
which is not approved by a majority of those individuals who are members of the Board of Directors on the Original Issue Date (or by
those individuals who are serving as members of the Board of Directors on any date whose nomination to the Board of Directors was approved
by a majority of the members of the Board of Directors who are members on the date hereof), or (e) the execution by Borrower of an agreement
to which Borrower is a party or by which it is bound, providing for any of the events set forth in clauses (a) through (d) above.


 


“Conversion”
shall have the meaning ascribed to such term in Section 4.


 


“Conversion
Date” shall have the meaning set forth in Section 4(a).


 


“Conversion
Price” shall have the meaning set forth in Section 4(b).


 


“Conversion
Shares” means, collectively, the shares of Common Stock issuable upon conversion of this Note in accordance with the terms
hereof.


 


“Equity
Conditions” means, during the period in question, (a) Borrower shall have duly honored all conversions scheduled to occur or
occurring by virtue of one or more Notices of Conversion of the Holder on or prior to the dates so requested or required, if any, (b)
Borrower shall have paid all liquidated damages and other amounts owing to the Holder in respect of this Note and the Subscription Agreement,
(c) there is either (i) an effective registration statement pursuant to which the Holder is permitted to utilize the prospectus thereunder
to resell all of the Conversion Shares (and Borrower believes, in good faith, that such effectiveness will continue uninterrupted for
the foreseeable future), or (ii) all of the Underlying Shares (and shares issuable in lieu of cash payments of interest) may be resold
pursuant to Rule 144 without volume or manner of sale restrictions or current public information requirements, (d) there is a sufficient
number of authorized, but unissued and otherwise unreserved, shares of Common Stock for the issuance of all of the shares then issuable,
(e) an Event of Default has not occurred, whether or not such Event of Default has been cured, (f) there is no existing event which,
with the passage of time or the giving of notice, would constitute an Event of Default, (g) the issuance of the shares in question to
the applicable Holder would not exceed the Beneficial Ownership Limitation, and (h) the applicable Holder is not in possession of any
information provided by Borrower that constitutes, or may constitute, material non-public information.


 


“Event
of Default” shall have the meaning set forth in Section 8(a).


 


“Fundamental
Transaction” shall have the meaning set forth in Section 5(c).


 


“Notice
of Conversion” shall have the meaning set forth in Section 4(a).


 


“Optional
Redemption” shall have the meaning set forth in Section 6.


 


“Original
Issue Date” means the date of the issuance of this Note, regardless of any transfers of this Note and regardless of the number
of instruments which may be issued to evidence such Note.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Share
Delivery Date” shall have the meaning set forth in Section 4(c)(ii).


 




    	 



    	 



    

 


“Subscription
Agreement” means the Subscription Agreement, dated as of ___________, 2021 among Borrower and the original Holder, as amended,
modified or supplemented from time to time in accordance with its terms.


 


“Successor
Entity” shall have the meaning set forth in Section 5(d).


 


“Trading
Day” means a day on which the principal Trading Market is open for trading.


 


“Trading
Market” means any of the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date
in question: the NYSE MKT, the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ Global Select Market, the New York Stock Exchange,
the OTC Pinks, the OTCQB, or the OTCQX (or any successors to any of the foregoing).


 


Section
2. General.


 


a)
Interest. Interest shall accrue on the Principal Amount of this Note in an amount of Fifteen (15%) per annum. Interest on this
Note shall be calculated on the basis of a 365-day year and the actual number of days elapsed.


 


b)
Repayment. At the option of the Holder, the Borrower shall either (i) pay the interest quarterly in arrears, or (ii) allow the interest
to accrue until the Maturity Date. In addition, in the Borrower’s sole discretion, the Borrower may either (i) repay the principal
amount of this Note on the Maturity Date, or (ii) commencing 1 month from the Issue Date, the Borrower may repay 1/12 of the outstanding
Principal Amount of the Note in any given month until the Maturity Date. Regardless of which method of repayment that the Borrower chooses,
the Principal Amount and interest of the Note shall be repaid in full on or before ____________, 2022.


 


c)
Payment Grace Period. The Borrower shall have a thirty (30) day grace period from the Maturity Date to pay any monetary amounts
due under this Note.


 


d)
Conversion Privileges. The Conversion Rights set forth in Section 4 shall remain in full force and effect immediately from the
date hereof and until the Note is paid in full regardless of the occurrence of an Event of Default. This Note shall be payable in full
on the Maturity Date, unless previously converted into Common Stock in accordance with Section 4 hereof.


 


e)
Manner and Place of Payment. Principal and interest, if any, on this Note and other payments in connection with this Note shall
be payable at the Holder’s offices as designated above in lawful money of the United States of America in immediately available
funds without set-off, deduction or counterclaim. This Note may be prepaid in accordance with Section 6 of this Note.


 


(f)
Pari Passu. Except as otherwise set forth herein, all payments made on this Note and the additional Notes issued pursuant to the
offering described in the Subscription Agreement and all actions taken by the Borrower with respect to this Note and the additional Notes
issued pursuant to the offering described in the Subscription Agreement, including but not limited to Optional Redemption, shall be made
and taken pari passu with respect to this Note and the other Notes issued pursuant to the offering described in the Subscription
Agreement.


 


(g)
Registration Rights. Within 180 days of the date of $1,000,000 being received pursuant to the offering described in the Subscription
Agreement, the Borrower shall prepare and file with the Securities and Exchange Commission (the “SEC”) a registration statement
covering the resale of all of the shares underlying the Notes issued pursuant to the offering described in the Subscription Agreement.
The Borrower shall use its best efforts to cause such registration statement to be effective as promptly as possible after the filing
thereof, but in any event no later than 240 days from the date of $1,000,000 being received pursuant to the offering described in the
Subscription Agreement, and shall use its best efforts to keep such registration statement continuously effective until the date that
all of the shares underlying the Notes issued pursuant to the offering described in the Subscription Agreement (i) have been sold, thereunder
or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement
for the Borrower to be in compliance with the current public information requirement under Rule 144, as determined by the counsel to
the Borrower. If the Borrower fails to file a registration statement covering the shares underlying the Notes issued pursuant to the
offering described in the Subscription Agreement within 180 days of the date of $1,000,000 being obtained as part of the offering described
in the Subscription Agreement, or fails to obtain an effective notice from the SEC within 240 days of the date of $1,000,000 being received
pursuant to the offering described in the Subscription Agreement, agrees to provide, through its counsel, a Rule 144 opinion on behalf
of the Holder to allow for the resale of the shares underlying this Note at no cost to the Borrower.


 




    	 



    	 



    

 


(h)
Use of Proceeds. The proceeds received from the Holder of this Note shall be used at the sole discretion of the Borrower.


 


Section
3. Registration of Transfers and Exchanges.


 


a)
Different Denominations. This Note is exchangeable for an equal aggregate principal amount of Notes of different authorized denominations,
as requested by the Holder surrendering the same. No service charge will be payable for such registration of transfer or exchange.


 


b)
Investment Representations. This Note has been issued subject to certain investment representations of the original Holder set
forth in the Subscription Agreement and may be transferred or exchanged only in compliance with the Subscription Agreement and applicable
federal and state securities laws and regulations.


 


c)
Reliance on Note Register. Prior to due presentment for transfer to Borrower of this Note, Borrower and any agent of Borrower
may treat the Person in whose name this Note is duly registered on the Note Register as the owner hereof for the purpose of receiving
payment as herein provided and for all other purposes, whether or not this Note is overdue, and neither Borrower nor any such agent shall
be affected by notice to the contrary.


 


Section
4. Conversion.


 


a)
Voluntary Conversion. At any time after the Original Issue Date until this Note is no longer outstanding, this Note shall be convertible,
in whole or in part, into shares of Common Stock at the option of the Holder, at any time and from time to time (subject to the conversion
limitations set forth in Section 4(d) hereof). The Holder shall effect conversions by delivering to Borrower a Notice of Conversion,
the form of which is attached hereto as Annex A (each, a “Notice of Conversion”), specifying therein the principal
and/or accrued interest amount of this Note to be converted and the date on which such conversion shall be effected (such date, the “Conversion
Date”). If no Conversion Date is specified in a Notice of Conversion, the Conversion Date shall be the date that such Notice
of Conversion is deemed delivered hereunder. To effect conversions hereunder, the Holder shall not be required to physically surrender
this Note to Borrower unless the entire principal and accrued interest amount of this Note has been so converted. Conversions hereunder
shall have the effect of lowering the outstanding principal amount of this Note in an amount equal to the applicable conversion. The
Holder and Borrower shall maintain records showing the principal amount(s) converted and the date of such conversion(s). Borrower may
deliver an objection to any Notice of Conversion within one (1) Business Day of delivery of such Notice of Conversion. In the event of
any dispute or discrepancy, the records of the Holder shall be controlling and determinative in the absence of manifest error. The
Holder, and any assignee by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following
conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note may be less than the amount stated on
the face hereof.


 


b)
Conversion Price. The Note shall be convertible at the option of the Holder into shares of common stock of the Borrower at a conversion
price equal to the lesser of (1) $0.375 per share, or (2) a 25% discount to the price per share of the common stock in a Qualified Offering.
The term “Qualified Offering” shall mean a debt or equity offering that occurs subsequent to the date of the closing
of the offering described in the Subscription Agreement that results in gross offering proceeds to the Borrower of at least Five Million
Dollars ($5,000,000) (the “Conversion Price”). The Borrower reserves the right, in its sole discretion, to automatically
convert all or a part of this Note in the event of a Qualified Offering at the price per share listed in Section 4(b)(2) above without
approval by the Holder. If, at any time during the twelve-month period subsequent to the date of this Note, the Borrower sells shares
of common stock at a price that is less than $0.375 per share, or issues convertible debt with a conversion price below $0.375 per share
(a “Down Round”), the Conversion Price shall be adjusted to the Down Round price per share. It is understood, agreed
and acknowledged by the Holder, that any sales of common stock, or convertible debt, subsequent to the initial Down Round, at a price
per share, or conversion price, below $0.375 per share, will not result in an additional Down Round Conversion Price adjustment, meaning
that there shall be only one Down Round Conversion Price adjustment for the initial Down Round.


 


c)
Mechanics of Conversion.


 


i.
Conversion Shares Issuable Upon Conversion of Principal Amount. The number of Conversion Shares issuable upon a conversion hereunder
shall be determined by the quotient obtained by dividing (x) the outstanding principal and/or interest amount of this Note to be converted
by (y) the Conversion Price.


 




    	 



    	 



    

 


ii.
Delivery of Certificate Upon Conversion. Not later than three (3) Trading Days after each Conversion Date (the “Share
Delivery Date”), Borrower shall deliver, or cause to be delivered, to the Holder a certificate or certificates representing
the Conversion Shares which, on or after the earlier of (i) the twelve month anniversary of the Original Issue Date or (ii) the Effective
Date, shall be free of restrictive legends and trading restrictions (other than those which may then be required by the Subscription
Agreement) representing the number of Conversion Shares being acquired upon the conversion of this Note. On or after the earlier of (i)
the twelve-month anniversary of the Original Issue Date or (ii) the Effective Date, Borrower shall use its best efforts to deliver any
certificate or certificates required to be delivered by Borrower under this Section 4(c) electronically through the Depository Trust
Company or another established clearing corporation performing similar functions.


 


iii.
Failure to Deliver Certificates. If, in the case of any Notice of Conversion, such certificate or certificates are not delivered
to or as directed by the applicable Holder by the Share Delivery Date, the Holder shall be entitled to elect by written notice to Borrower
at any time on or before its receipt of such certificate or certificates, to rescind such Conversion, in which event Borrower shall promptly
return to the Holder any original Note delivered to Borrower and the Holder shall promptly return to Borrower the Common Stock certificates
issued to such Holder pursuant to the rescinded Conversion Notice.


 


iv.
Obligation Absolute. Borrower’s obligations to issue and deliver the Conversion Shares upon conversion of this Note in accordance
with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver
or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or
any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of
any obligation to Borrower or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other
circumstance which might otherwise limit such obligation of Borrower to the Holder in connection with the issuance of such Conversion
Shares; provided, however, that such delivery shall not operate as a waiver by Borrower of any such action Borrower may
have against the Holder. In the event the Holder of this Note shall elect to convert any or all of the outstanding principal and/or accrued
interest amount hereof, Borrower may not refuse conversion based on any claim that the Holder or anyone associated or affiliated with
the Holder has been engaged in any violation of law, agreement or for any other reason, unless an injunction from a court, on notice
to Holder, restraining and or enjoining conversion of all or part of this Note shall have been sought and obtained. In the absence of
such injunction, Borrower shall issue Conversion Shares or, if applicable, cash, upon a properly noticed conversion. Nothing herein shall
limit a Holder’s right to pursue actual damages or declare an Event of Default pursuant to Section 8 hereof for Borrower’s
failure to deliver Conversion Shares within the period specified herein and the Holder shall have the right to pursue all remedies available
to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief.


 


v.
Reservation of Shares Issuable Upon Conversion. Borrower covenants that it will at all times reserve and keep available out of
its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of this Note as herein provided,
free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holder, not less than such aggregate
number of shares of the Common Stock as shall (subject to the terms and conditions set forth in the Subscription Agreement) be issuable
(taking into account the adjustments and restrictions of Section 5) upon the conversion of the then outstanding principal amount of this
Note on such principal amount. Borrower covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly
authorized, validly issued, fully paid and nonassessable.


 


vi.
Fractional Shares. No fractional shares or scrip representing fractional shares shall be issued upon the conversion of this Note.
As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such conversion, Borrower shall at its election,
either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Conversion Price
or round up to the next whole share.


 


vii.
Transfer Taxes and Expenses. The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made
without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery
of such certificates, provided that, Borrower shall not be required to pay any tax that may be payable in respect of any transfer involved
in the issuance and delivery of any such certificate upon conversion in a name other than that of the Holder of this Note so converted
and Borrower shall not be required to issue or deliver such certificates unless or until the Person or Persons requesting the issuance
thereof shall have paid to Borrower the amount of such tax or shall have established to the satisfaction of Borrower that such tax has
been paid. Holder shall pay all Transfer Agent fees required for same-day processing of any Notice of Conversion.


 




    	 



    	 



    

 


d)
Holder’s Conversion Limitations. Borrower shall not effect any conversion of this Note, and a Holder shall not have the
right to convert any portion of this Note, to the extent that after giving effect to the conversion set forth on the applicable Notice
of Conversion, the Holder (together with the Holder’s Affiliates, and any Persons acting as a group together with the Holder or
any of the Holder’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For
purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include
the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but
shall exclude the number of shares of Common Stock which are issuable upon (i) conversion of the remaining, unconverted principal amount
of this Note beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or unconverted
portion of any other securities of Borrower subject to a limitation on conversion or exercise analogous to the limitation contained herein
(including, without limitation, any other Notes) beneficially owned by the Holder or any of its Affiliates. Except as set forth in the
preceding sentence, for purposes of this Section 4(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the
Exchange Act and the rules and regulations promulgated thereunder. To the extent that the limitation contained in this Section 4(d) applies,
the determination of whether this Note is convertible (in relation to other securities owned by the Holder together with any Affiliates)
and of which principal amount of this Note is convertible shall be in the sole discretion of the Holder, and the submission of a Notice
of Conversion shall be deemed to be the Holder’s determination of whether this Note may be converted (in relation to other securities
owned by the Holder together with any Affiliates) and which principal amount of this Note is convertible, in each case subject to the
Beneficial Ownership Limitation. To ensure compliance with this restriction, the Holder will be deemed to represent to Borrower each
time it delivers a Notice of Conversion that such Notice of Conversion has not violated the restrictions set forth in this paragraph
and Borrower shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any
group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations
promulgated thereunder. For purposes of this Section 4(d), in determining the number of outstanding shares of Common Stock, the Holder
may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (i) Borrower’s most
recent periodic or annual report filed with the Commission, as the case may be, (ii) a more recent public announcement by Borrower, or
(iii) a more recent written notice by Borrower or Borrower’s transfer agent setting forth the number of shares of Common Stock
outstanding. Upon the written or oral request of a Holder, Borrower shall within two Trading Days confirm orally and in writing to the
Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be
determined after giving effect to the conversion or exercise of securities of Borrower, including this Note, by the Holder or its Affiliates
since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation”
shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common
Stock issuable upon conversion of this Note held by the Holder. The Holder may decrease the Beneficial Ownership Limitation at any time
and the Holder, upon not less than 61 days’ prior notice to Borrower, may increase the Beneficial Ownership Limitation provisions
of this Section 4(d), provided that the Beneficial Ownership Limitation in no event exceeds 4.99% of the number of shares of the Common
Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of this Note held by the
Holder and the Beneficial Ownership Limitation provisions of this Section 4(d) shall continue to apply. Any such increase will not be
effective until the 61st day after such notice is delivered to Borrower. The Beneficial Ownership Limitation provisions of
this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 4(d)
to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation
contained herein or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations
contained in this paragraph shall apply to a successor holder of this Note.


 


Section
5. Certain Adjustments.


 


a)
Stock Dividends and Stock Splits. If Borrower, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise
makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents (which,
for avoidance of doubt, shall not include any shares of Common Stock issued by Borrower upon conversion of the Note), (ii) subdivides
outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding
shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock,
any shares of capital stock of Borrower, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be
the number of shares of Common Stock (excluding any treasury shares of Borrower) outstanding immediately before such event, and of which
the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant
to this Section shall become effective immediately after the record date for the determination of stockholders entitled to receive such
dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or
re-classification.


 




    	 



    	 



    

 


b)
Pro Rata Distributions. During such time as this Note is outstanding, if Borrower shall declare or make any dividend whether or
not permitted, or makes any other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock,
by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property
or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction)
(a “Distribution”), at any time after the issuance of this Note, then, in each such case, the Holder shall be entitled
to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number
of shares of Common Stock acquirable upon complete exercise of this Note (without regard to any limitations on exercise hereof, including
without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution,
or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation
in such Distribution (provided, however, to the extent that the Holder’s right to participate in any such Distribution
would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such
Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent)
and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto
would not result in the Holder exceeding the Beneficial Ownership Limitation).


 


c)
Fundamental Transaction. If, at any time while this Note is outstanding, (i) Borrower, directly or indirectly, in one or more
related transactions effects any merger or consolidation of Borrower with or into another Person, (ii) Borrower, directly or indirectly,
effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in
one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by Borrower
or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for
other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) Borrower,
directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common
Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities,
cash or property, (v) Borrower, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement
or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement)
with another Person whereby such other Person acquires more than 50% of the outstanding shares of Common Stock (not including any shares
of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making
or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”),
then, upon any subsequent conversion of this Note, the Holder shall have the right to receive, for each Conversion Share that would have
been issuable upon such conversion immediately prior to the occurrence of such Fundamental Transaction (without regard to any limitation
in Section 4(d) on the conversion of this Note), the number of shares of Common Stock of the successor or acquiring corporation or of
Borrower, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable
as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Note is convertible immediately
prior to such Fundamental Transaction (without regard to any limitation in Section 4(c) on the conversion of this Note). For purposes
of any such conversion, the determination of the Conversion Price shall be appropriately adjusted to apply to such Alternate Consideration
based on the amount of Alternate Consideration issuable in respect of one (1) share of Common Stock in such Fundamental Transaction,
and Borrower shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value
of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash
or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration
it receives upon any conversion of this Note following such Fundamental Transaction. Borrower shall cause any successor entity in a Fundamental
Transaction in which Borrower is not the survivor (the “Successor Entity”) to assume in writing all of the obligations
of Borrower under this Note and the Subscription Agreement in accordance with the provisions of this Section 5(d) pursuant to written
agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior
to such Fundamental Transaction and shall, at the option of the holder of this Note, deliver to the Holder in exchange for this Note
a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Note which is
convertible for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares
of Common Stock acquirable and receivable upon conversion of this Note (without regard to any limitations on the conversion of this Note)
prior to such Fundamental Transaction, and with a conversion price which applies the conversion price hereunder to such shares of capital
stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value
of such shares of capital stock, such number of shares of capital stock and such conversion price being for the purpose of protecting
the economic value of this Note immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory
in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to,
and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Note and the Subscription
Agreement referring to the “Company” or the “Borrower” shall refer instead to the Successor Entity), and may
exercise every right and power of Borrower and shall assume all of the obligations of Borrower under this Note and the Subscription Agreement
with the same effect as if such Successor Entity had been named as Borrower herein.


 




    	 



    	 



    

 


d)
Calculations. All calculations under this Section 5 shall be made to the nearest cent or the nearest 1/100th of a share, as the
case may be. For purposes of this Section 5, the number of shares of Common Stock deemed to be issued and outstanding as of a given date
shall be the sum of the number of shares of Common Stock (excluding any treasury shares of Borrower) issued and outstanding.


 


e)
Notice to the Holder.


 


i.
Adjustment to Conversion Price. Whenever the Conversion Price is adjusted pursuant to any provision of this Section 5, Borrower
shall promptly deliver to each Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement
of the facts requiring such adjustment.


 


ii.
Notice to Allow Conversion by Holder. If (A) Borrower shall declare a dividend (or any other distribution in whatever form) on
the Common Stock, (B) Borrower shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) Borrower
shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital
stock of any class or of any rights, (D) the approval of any stockholders of Borrower shall be required in connection with any reclassification
of the Common Stock, any consolidation or merger to which Borrower is a party, any sale or transfer of all or substantially all of the
assets of Borrower, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property or
(E) Borrower shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of Borrower, then, in
each case, Borrower shall cause to be filed at each office or agency maintained for the purpose of conversion of this Note, and shall
cause to be delivered to the Holder at its last address as it shall appear upon the Note Register, at least twenty (20) calendar days
prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken
for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which
the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined
or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective
or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares
of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer
or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect
the validity of the corporate action required to be specified in such notice. The Holder shall remain entitled to convert this Note during
the 20-day period commencing on the date of such notice through the effective date of the event triggering such notice except as may
otherwise be expressly set forth herein.


 


Section
6. Optional Redemption. Notwithstanding any other provision of this Note, at any time after the original Issue Date of this
Note, the Borrower will have the right to prepay in cash all or a portion of the Note (i) at 105% of the principal amount thereof plus
any unpaid accrued interest to the date of repayment if repaid on or before 60 days after the Issuance Date and (ii) at 110% of the principal
amount thereof plus any unpaid accrued interest to the date of repayment if repayment occurs during 61-90 days after the Issuance Date
(iii) at 115% of the principal amount thereof plus any unpaid accrued interest to the date of repayment if repaid on or before 91-120
days after the Issuance date (iv) at 120% of the principal amount thereof plus any unpaid accrued interest to the date of repayment if
repaid on or before 121-150 days after the Issuance date (v) at 125% of the principal amount thereof plus any unpaid accrued interest
to the date of repayment if repaid on or before 151 days after the Issuance date. In the event of any such attempt to repay the Note,
the Borrower shall provide the Holder with three days’ prior written notice of Borrower’s intention to repay all or a portion
of the Note, and the Holder shall have the right to convert all or a portion of the Note prior to the date of any such prepayment pursuant
to the conversion provisions set forth in Section 4 of this Note (“Optional Redemption”).


 


Section
7. Events of Default.


 


a)
“Event of Default” means, wherever used herein, any of the following events (whatever the reason for such event and
whether such event shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of
any court, or any order, rule or regulation of any administrative or governmental body) In the event of any default by the Borrower herein,
the Holder will give written notice to the Borrower. If the default cannot be reasonably cured or remedied within thirty (30) days after
receipt of such notice, the Holder may seek remedy as provided in Section 7(b):


 




    	 



    	 



    

 


i.
any default in the payment of (A) the principal or interest, if any, amount of this Note as provided in Section 2(b) of this Note which
default is not cured after Borrower has been given notice of such default;


 


ii.
Borrower shall fail to observe or perform any other covenant or agreement contained in the Note (other than a breach by Borrower of its
obligations to deliver shares of Common Stock to the Holder upon conversion, which breach is addressed below) which failure is not cured,
if possible to cure, after notice has been sent by the Holder to Borrower or become aware of such failure;


 


iii.
any representation or warranty made in this Note, or the Subscription Agreement, any written statement pursuant hereto or thereto or
any other report, financial statement or certificate made or delivered to the Holder shall be untrue or incorrect in any material respect
as of the date when made or deemed made;


 


iv.
Borrower or any Subsidiary shall be subject to a Bankruptcy Event;


 


v.
Borrower shall be a party to any Change of Control Transaction or Fundamental Transaction;


 


vi.
Borrower shall fail for any reason to deliver certificates to a Holder prior to the fifth Trading Day after a Conversion Date pursuant
to Section 4(c) or Borrower shall provide at any time notice to the Holder, including by way of public announcement, of Borrower’s
intention to not honor requests for conversions of the Note in accordance with the terms hereof;


 


vii.
any monetary judgment, writ or similar final process shall be entered or filed against Borrower, any subsidiary or any of their respective
property or other assets for more than $200,000, and such judgment, writ or similar final process shall remain unvacated, unbonded or
unstayed for a period of 90 calendar days;


 


viii.
any dissolution, liquidation or winding up by Borrower or a material Subsidiary of a substantial portion of their business;


 


ix.
cessation of operations by Borrower;


 


x.
any material provision of the Subscription Agreement shall at any time for any reason (other than pursuant to the express terms thereof)
cease to be valid and binding on or enforceable against the Borrower, or the validity or enforceability thereof shall be contested by
Borrower, or a proceeding shall be commenced by Borrower or any governmental authority having jurisdiction over Borrower or Holder, seeking
to establish the invalidity or unenforceability thereof, or Borrower shall deny in writing that it has any liability or obligation purported
to be created under the Subscription Agreement;


 


b)
Remedies Upon Event of Default. If any Event of Default occurs pursuant to this Note, the outstanding principal amount and accrued
interest of this Note, shall become, at the Holder’s election, immediately due and payable in cash. Commencing on the Maturity
Date and also after the occurrence of any Event of Default interest on this Note shall accrue at an interest rate equal to the lesser
of 15% per annum or the maximum rate permitted under applicable law.


 


Section
8. Miscellaneous.


 


a)
Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be
in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified,
return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted
by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most
recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a)
upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address
or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the
first business day following such delivery (if delivered other than on a business day during normal business hours where such notice
is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed
to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:
(i) if to Borrower, to: Nevada Canyon Gold Corp., 316 California Ave, Suite 543 Reno NV 89509 Attn: Jeffrey Cocks, CEO, with a copy to:
Janus Capital Law Group 22 Executive Park #250, Irvine, CA 92614. Attn: Deron Colby, and (ii) if to the Holder, to: the address and fax
number indicated on the front page of this Note.


 




    	 



    	 



    

 


b)
Absolute Obligation. Except as expressly provided herein, no provision of this Note shall alter or impair the obligation of Borrower,
which is absolute and unconditional, to pay the principal of, liquidated damages and accrued interest, as applicable, on this Note at
the time, place, and rate, and in the coin or currency, herein prescribed. This Note is a direct debt obligation of Borrower.


 


c)
Lost or Mutilated Note. If this Note shall be mutilated, lost, stolen or destroyed, Borrower shall execute and deliver, in exchange
and substitution for and upon cancellation of a mutilated Note, or in lieu of or in substitution for a lost, stolen or destroyed Note,
a new Note for the principal amount of this Note so mutilated, lost, stolen or destroyed, but only upon receipt of evidence of such loss,
theft or destruction of such Note, and of the ownership hereof, reasonably satisfactory to Borrower.


 


d)
Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed
by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles of conflict
of laws thereof. Each party agrees that all legal proceedings concerning the interpretation, enforcement and defense of the transactions
contemplated by the Subscription Agreement and this Note (whether brought against a party hereto or its respective Affiliates, directors,
officers, shareholders, employees or agents) shall be commenced in the state and federal courts sitting in the County of Washoe(the “
Nevada Courts”). Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the California Courts for
the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein,
and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject
to the jurisdiction of such Nevada Courts, or such Nevada Courts are improper or inconvenient venue for such proceeding. Each party hereby
irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing
a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect
for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof.
Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by applicable law.
Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in
any legal proceeding arising out of or relating to this Note or the transactions contemplated hereby. If any party shall commence an
action or proceeding to enforce any provisions of this Note, then the prevailing party in such action or proceeding shall be reimbursed
by the other party for its attorneys fees and other costs and expenses incurred in the investigation, preparation and prosecution of
such action or proceeding.


 


e)
Waiver. Any waiver by Borrower or the Holder of a breach of any provision of this Note shall not operate as or be construed to
be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of Borrower or the
Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive
that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note on any other occasion.
Any waiver by Borrower or the Holder must be in writing.


 


f)
Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect,
and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and
circumstances.


 


g)
Usury. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing
usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under
applicable law. Borrower covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in
any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or
forgive Borrower from paying all or any portion of the principal of or interest on this Note as contemplated herein, wherever enacted,
now or at any time hereafter in force, or which may affect the covenants or the performance of this Note, and Borrower (to the extent
it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to
any such law, hinder, delay or impede the execution of any power herein granted to the Holder, but will suffer and permit the execution
of every such as though no such law has been enacted.


 


h)
Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment
shall be made on the next succeeding Business Day.


 


i)
Headings. The headings contained herein are for convenience only, do not constitute a part of this Note and shall not be deemed
to limit or affect any of the provisions hereof.


 




    	 



    	 



    

 


j)
Amendment. Unless otherwise provided for hereunder, this Note may not be modified or amended or the provisions hereof waived without
the written consent of Borrower and the Holder.


 


k)
Facsimile Signature. In the event that the Borrower’s signature is delivered by facsimile transmission, PDF, electronic
signature or other similar electronic means, such signature shall create a valid and binding obligation of the Borrower with the same
force and effect as if such signature page were an original thereof.


 


IN
WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by an authorized officer as of the ____ day of __________,
2021.


 


	 	Nevada
    Canyon Gold Corp.
	 	 	 
	 	By:	 
	 	Name:
    	Jeffrey Cocks
	 	Title:
    	Chief Executive Officer


 









    	 



     


    







   


 ANNEX
A 


   


 NOTICE
OF CONVERSION 


   


 The
undersigned hereby elects to convert principal under the Convertible Note Due ________, 2022 of Nevada Canyon Gold Corp., a Nevada corporation
(the “Company”), into shares of common stock (the “Common Stock”), of Borrower according to the
conditions hereof, as of the date written below. If shares of Common Stock are to be issued in the name of a person other than the undersigned,
the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as
reasonably requested by Borrower in accordance therewith. No fee will be charged to the holder for any conversion, except for such transfer
taxes, if any. 


   


 By
the delivery of this Notice of Conversion the undersigned represents and warrants to Borrower that its ownership of the Common Stock
does not exceed the amounts specified under Section 4 of this Note, as determined in accordance with Section 13(d) of the Exchange Act. 


   


 The
undersigned agrees to comply with the prospectus delivery requirements under the applicable securities laws in connection with any transfer
of the aforesaid shares of Common Stock. 


   


 Conversion
calculations: 


 


	   	 Date
    to Effect Conversion: ________________________________ 
	   	   
	   	 Principal
    Amount of Note to be Converted: $___________________ 
	   	   
	   	 Interest
                                            to be Converted: $_________________________________ 

       

     Conversion
    Price: $______________________________________ 

       

     Number
    of shares of Common Stock to be issued: _______________ 

	   	   
	   	 Signature:
    _____________________________________________ 
	   	   
	   	 Name:
    ________________________________________________ 
	   	   
	   	 Address
    for Delivery of Common Stock Certificates: _____________ 
	   	 _____________________________________________________ 
	   	   
	   	 Or 
	   	   
	   	 DWAC
    Instructions: ____________________________________ 
	   	   
	   	 Broker
    No:_________________ 
	   	 Account
    No: _______________