UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of ~~The~~the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~March 31~~: May 15, 2020

~~Can~~CAN-~~Cal Resources~~CAL ~~Ltd~~RESOURCES LTD.

(Exact name of registrant as specified in its charter)

Nevada	~~0-26669~~	86000-~~0865852~~26669		86-0865852
(State or other jurisdiction of incorporation)	~~(Commission File Number)~~	(~~IRS~~Commission ~~Employer~~File ~~Identification No.~~Number)		IRS Employer Identification No.)

Suite 302, 4820 - 50th Avenue, Red Deer, Alberta, Canada	T4N 4A4
(Address of principal executive offices)	(Zip Code)

542 Springfield Avenue

~~Registrant’s~~Red ~~telephone~~Deer, ~~number~~Alberta, ~~including~~Canada ~~area~~T4N ~~code (403) 342-6221~~0C7

(~~Former~~Address ~~name~~of orprincipal ~~former~~executive ~~address, if changed~~offices) (Zip ~~since last report~~Code)

(Registrant’s telephone number, including area code) (403) 342-6221

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Securities registered pursuant to Section 12(g) of the Exchange Act:

Common Stock, $0.001 par value

Preferred Stock, $0.001 par value, 5% cumulative

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4©(c))

~~Item~~Indicate ~~5.02~~by ~~Departure~~check mark whether the registrant is an emerging growth company as defined in Rule 405 of ~~Directors~~the orSecurities ~~Certain~~Act ~~Officers;~~of ~~Election~~1933 (§230.405 of ~~Directors;~~this ~~Appointment~~chapter) or Rule 12b-2 of ~~Certain~~the ~~Officers;~~Securities ~~Compensatory~~Exchange ~~Arrangements~~Act of ~~Certain~~1934 ~~Officers~~(§240.12b-2 of this chapter).

~~Election~~Emerging ofgrowth ~~Directors~~company [_]

OnIf ~~March~~an 31emerging growth company, indicate ~~2020,~~by ~~Richmond~~check ~~(Dick) Graham was~~mark ~~appointed~~if the registrant has elected not to use the ~~Can-Cal~~extended ~~Advisory~~transition ~~Board~~period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [_]

~~With over~~Item ~~25 years of mineral and energy development experience and consulting experience to boards and management teams Mr~~3.02 ~~Graham brings~~Unregistered ~~experience~~Sales ~~that is well suited to Can-Cal. Richmond’s past private and public company experience is rich in senior management and board roles. His experience includes the Board~~ of ~~Moss~~Equity ~~Lake Gold Mines (TSXV~~Securities.MOK sold to Wesdome), Officer of Landis Energy (TSXV.LIS formerly Landis Mining sold to AltaGas TSX.ALA), Co-Founder/President/CEO/Board member of Banyan Gold Corp (TSXV.BYN). He currently provides advisory services to Boards and sits on the Boards of private international and North American companies. In addition, he Chairs the Saskatchewan Science Center Board of Directors and is active on other charity boards.

MrOn May 15th, 2020, Can-Cal Resources Ltd.’s (the “Company”, “Can-Cal”, “we” ~~Graham~~and is“us”) Board of Directors unanimously passed a ~~Professional~~Resolution ~~Engineer~~agreeing ~~(P.Eng.)~~to issue, ~~Project~~once ~~Management~~the ~~Professional~~Company ~~(PMP)~~becomes compliant with securities commissions in governing jurisdictions, ~~Certified~~500,000 ~~Management~~shares ~~Consultant~~of restricted common stock to Mr. Richmond Graham, appointed to the Can-Cal Advisory Board on March 31, 2020 (~~CMC~~as disclosed in the Current Report on Form 8-K filed on April 3, 2020) in consideration for services to be rendered, ~~and~~vesting ~~holds~~over time at key milestones aligned with creating shareholder value. A total of 250,000 shares vest immediately recognizing the ~~designation~~significant contribution of ~~ICD~~Mr.D ~~from~~Graham in advancing the ~~Institute~~governance and mining develop plans of Can-Cal ~~Corporate~~in ~~Directors. Richmond~~2020; is125,000 shares vest on the signing of the definitive agreements with a ~~graduate~~developer/processor of ~~Saskatchewan~~the ~~Polytech~~Pisgah ~~(Diploma~~resource; ~~Mechanical~~and ~~Engineering~~a ~~Technology)~~final 125,000 ~~Lakehead~~shares ~~University~~vest ~~(B.Eng.),~~when Can-Cal is back in full compliance with its Securities and ~~Royal~~Exchange ~~Roads~~Commission ~~University~~filing ~~(MBA)~~requirements.

OnThe ~~March 31, 2020,~~Board ~~Can-Cal~~of ~~issued~~Directors abelieves ~~press~~that ~~release~~the ~~regarding~~share-based ~~the~~compensation ~~election~~payable ofto Mr. ~~Graham.~~Richmond ~~The~~is ~~press~~appropriate ~~release~~due isto ~~filed~~the ~~herewith~~fact asthat ~~Exhibit~~the 99Company has very limited cash and funding resources.1.

~~Item~~We 9claim an exemption from registration for the issuance pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), since the foregoing issuance did not involve a public offering, the recipient (a) was an “accredited investor”; and/or (b) had access to similar documentation and information as would be required in a Registration Statement under the Securities Act, and the recipient acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof.01 ~~Financial~~The ~~Statements~~securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing issuances and ~~Exhibits~~we paid no underwriting discounts or commissions. The securities sold are subject to transfer restrictions, and the certificates evidencing the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

~~(d)~~Item ~~Exhibits~~8.01 Other Events.

Exhibit Number	Description
99.1	Press Release dated March 31, 2020, titled “Can-Cal Resources, is pleased to announce the appointment Richmond Graham to the Can-Cal Advisory Board”

Update on Pisgah Minerals Development Plans and Advisory Board Member Compensation

~~SIGNATURES~~The Company is continuing to negotiate an agreement with a third-party to develop Can-Cal’s Pisgah resource. Additionally, Mr. Graham has brought his considerable engineering, business, exploration, mining, and public company experience to bear on these efforts.

~~Pursuant~~Assuming the Company is able to ~~the~~negotiate ~~requirements~~an agreement with a third-party to develop its Pisgah resource and raise sufficient funding, ofthe Company plans to take steps to bring its filings current with the Securities and Exchange ~~Act~~Commission of(SEC). ~~1934,~~Assuming the ~~registrant~~Company becomes ~~has~~current ~~duly~~in ~~caused~~its ~~this~~SEC ~~report~~filings, it then plans to betake ~~signed~~steps onto ~~its~~comply ~~behalf~~with bythe rules and regulations of the ~~undersigned~~provincial jurisdictions ~~hereunto~~of ~~duly~~Alberta ~~authorized~~and British Columbia, Canada.

	Can-Cal Resources Ltd.
	(Registrant)
Date April 3, 2020
	By:	/s/ Casey Douglass
		(Signature)
	Name:	Casey Douglass
	Title:	Chairman of the Board of Directors

SIGNATURES

2Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CAN-CAL RESOURCES LTD.

Date: May 22, 2020	By: /s/ Casey Douglass
	Casey Douglass
	Chairman of the Board

Filing Compare · CAN CAL RESOURCES LTD