Item
4.01 Changes in Registrant’s Certifying Accountant
(a)
Dismissal of Previous Independent Registered Public Accounting Firm
The
Board of Directors of Nevada Canyon Gold Corp. (the “Company”) has conducted a competitive process to select a firm to serve
as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
As
a result of this process on April 14, 2023, the Board appointed Assure CPA LLC (“Assure”) as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2023. The Board’s appointment of Assure has been approved
by a majority written consent of the Company’s shareholders, which consists of 64% of the shares eligible to vote on such matters.
The Company’s formal engagement of Assure remains subject to Assure completing its client acceptance process. In conjunction with
the selection of Assure to serve as the Company’s independent registered public accounting firm, the Board dismissed Dale Matheson
Carr-Hilton Labonte LLP (“DMCL”) from that role.
DMCL’s
audit reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2022, and December
31, 2021, did not contain any adverse opinions or disclaimers of opinion and were not qualified or modified as to uncertainty, audit
scope or accounting principles.
During
the fiscal years ended December 31, 2022, and December 31, 2021, respectively, there were (i) no disagreements between the Company and
DMCL on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements,
if not resolved to the satisfaction of DMCL, would have caused DMCL to make reference to the subject matter of the disagreement in their
reports on the Company’s consolidated financial statements for such years, and (ii) no “reportable events” as that
term is defined in Item 304(a)(1)(v) of Regulation S-K.
The
Company provided DMCL with a copy of the disclosures it is making in this Current Report on Form 8-K (the “Report”) prior
to the time the Report was filed with the Securities and Exchange Commission (the “SEC”). The Company requested that DMCL
furnish a letter addressed to the SEC stating whether or not it agrees with the statements made herein. A copy of DMCL’s letter,
dated April 14, 2023, is attached hereto as Exhibit 16.1.
(b)
Engagement of New Independent Registered Public Accounting Firm
On
April 14, 2023, the Board of Directors appointed Assure as the Company’s independent public accounting firm for the fiscal year
ending December 31, 2023, subject to the approval of the Company’s shareholders. The formal engagement of Assure remains subject
to Assure completing its client acceptance process. During the fiscal years ended December 31, 2022, and December 31, 2021, respectively,
neither the Company nor anyone acting on its behalf has consulted with Assure on any of the matters or events set forth in Item 304(a)(2)(i)
or 304(a)(2)(ii) of Regulation S-K.