UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
OR
FOR THE TRANSITION PERIOD FROM TO
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Registrant’s telephone number, including area code: (
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The number of shares of registrant’s Common Stock outstanding, $0.01 par value per share, as of November 11, 2025 was
Securities registered pursuant to Section 12(b) of the Act:
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Table of Contents
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PART I |
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Item 1. |
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2 |
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Condensed Consolidated Interim Balance Sheets as of September 30, 2025 (Unaudited) and June 30, 2025 |
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3 |
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4 |
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5 |
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Notes to Condensed Consolidated Interim Financial Statements (Unaudited) |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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21 |
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Item 4. |
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PART II |
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Item 1A. |
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23 |
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Item 4. |
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Item 6. |
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24 |
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Signatures |
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25 |
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i
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
PARAMOUNT GOLD NEVADA CORP.
Condensed Consolidated Interim Balance Sheets
(Unaudited)
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September 30, |
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June 30, |
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Assets |
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Current Assets |
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Cash and cash equivalents |
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$ |
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$ |
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Prepaid expenses and deposits |
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Total Current Assets |
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Non-Current Assets |
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Mineral properties |
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Reclamation bonds |
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Property and equipment |
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Total Non-Current Assets |
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Total Assets |
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$ |
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$ |
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Liabilities and Stockholders' Equity |
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Liabilities |
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Current Liabilities |
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Accounts payable and accrued liabilities |
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$ |
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$ |
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Reclamation and environmental obligation, current portion |
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Warrant liability |
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— |
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Total Current Liabilities |
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Non-Current Liabilities |
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Debt liability of royalty convertible debenture, net |
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Derivative liability of royalty convertible debenture |
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Deferred tax liability |
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Reclamation and environmental obligation, non-current portion |
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Total Non-Current Liabilities |
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Total Liabilities |
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(Note 11) |
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Stockholders' Equity |
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Common stock, par value $ |
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Additional paid in capital |
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Accumulated deficit |
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Total Stockholders' Equity |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated interim financial statements.
2
PARAMOUNT GOLD NEVADA CORP.
Condensed Consolidated Interim Statements of Operations
(Unaudited)
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Three Months Ended September 30, |
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2025 |
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2024 |
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Expenses |
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Exploration and development |
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$ |
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$ |
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Reclamation |
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Land holding costs |
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Professional fees |
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Salaries and benefits |
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Directors' compensation |
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General and administrative |
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Accretion |
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Total Expenses |
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Net Loss Before Other Expense |
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Other Expense (Income) |
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Other income |
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— |
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Loss\(gain) from change in fair value of derivative liability on royalty convertible debenture |
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Loss from change in fair value of warrant liability |
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— |
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Interest expense |
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Interest income |
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Net Loss |
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$ |
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$ |
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Loss per Common Share |
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Basic and diluted |
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$ |
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$ |
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Weighted Average Number of Common |
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Shares Used in Per Share Calculations |
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Basic and diluted |
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The accompanying notes are an integral part of these condensed consolidated interim financial statements.
3
PARAMOUNT GOLD NEVADA CORP.
Condensed Consolidated Interim Statements of Stockholders’ Equity
(Unaudited)
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Shares (#) |
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Common Stock |
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Additional |
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Accumulated Deficit |
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Total Stockholders' |
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Balance at June 30, 2025 |
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$ |
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$ |
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$ |
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$ |
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Stock based compensation |
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— |
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— |
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— |
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Capital issued for financing |
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Capital issued for payment of interest |
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Net loss |
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— |
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— |
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Balance at September 30, 2025 |
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$ |
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$ |
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$ |
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Shares (#) |
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Common Stock |
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Additional |
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Accumulated Deficit |
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Total Stockholders' |
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Balance at June 30, 2024 |
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$ |
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$ |
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$ |
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$ |
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Stock based compensation |
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— |
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— |
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— |
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Capital issued for financing |
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Capital issued for payment of interest |
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Net loss |
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— |
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Balance at September 30, 2024 |
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$ |
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$ |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated interim financial statements.
4
PARAMOUNT GOLD NEVADA CORP.
Condensed Consolidated Interim Statements of Cash Flows
(Unaudited)
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Three Months Ended September 30, |
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2025 |
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2024 |
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Net Loss |
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$ |
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$ |
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Adjustments to reconcile net loss to net cash used in operations: |
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Depreciation |
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Stock based compensation |
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Amortization of debt issuance costs |
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Non-cash interest expense |
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Accretion expense |
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Settlement of asset retirement obligations |
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Change in reclamation bonds accounts |
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— |
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Loss/(gain) from change in fair value of derivative liability |
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Loss from change in fair value of warrant liability |
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— |
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Effect of changes in operating working capital items: |
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Change in prepaid expenses |
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Change in accounts payable |
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Cash used in operating activities |
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Cash flows from investing activities: |
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Purchase of equipment |
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— |
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Cash used in investing activities |
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— |
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Cash flows from financing activities |
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Capital issued for financing, net of share issuance costs |
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Proceeds from warrant private placement |
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— |
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Cash provided by financing activities |
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Change in cash during period |
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Cash at beginning of period |
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Cash at end of period |
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$ |
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$ |
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See Note 4 for supplemental cash flow information
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
5
PARAMOUNT GOLD NEVADA CORP.
Notes to Condensed Consolidated Interim Financial Statements
(Unaudited)
Note 1. Description of Business and Summary of Significant Accounting Policies
Paramount Gold Nevada Corp. (the “Company” or “Paramount”), incorporated under Chapter 78 of Nevada Revised Statutes, and its wholly-owned subsidiaries are engaged in the acquisition, exploration and development of precious metal properties. The Company’s wholly owned subsidiaries include New Sleeper Gold LLC, Sleeper Mining Company, LLC, and Calico Resources USA Corp (“Calico”). The Company is in the process of exploring its mineral properties in Nevada and Oregon, United States. The Company’s activities are subject to significant risks and uncertainties, including the risk of failing to secure additional funding to advance its projects and the risks of determining whether these properties contain reserves that are economically recoverable. The Company’s shares of common stock trade on the NYSE American LLC under the symbol “PZG”.
Basis of Presentation and Preparation
The unaudited condensed consolidated interim financial statements are prepared by management in accordance with accounting principles for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. In the opinion of management, all the normal and recurring adjustments necessary to fairly present the interim financial information set forth herein have been included.
The condensed consolidated interim financial statements have been prepared on an accrual basis of accounting, in conformity with U.S. GAAP, are presented in US dollars and follow the same accounting policies and methods of their application as the most recent annual financial statements. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation. The condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements and related footnotes for the year ended June 30, 2025.
Significant Accounting Policies
Please see Note 1- Description of Business and Summary of Significant Accounting Policies contained in the 2025 10-K.
In addition to the significant accounting policies contained in the 2025 10-K, the following policy has been added for the quarter ended September 30, 2025:
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant's specific terms and applicable authoritative guidance in ASC 480 – Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock (“ASC 815-40”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company's own common stock and whether the warrant holders could potentially require net cash settlement in a circumstance outside of the Company's control, among other conditions for equity classification.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance and are not subsequently remeasured. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and at each balance sheet date thereafter. Changes in the fair value of the warrants are recognized as a unrealized gain or loss in Other Expense on the condensed consolidated interim statement of operations.
Recently Issued Accounting Standards
In November 2024, the Financial Accounting Standards Board (FASB) issued ASU 2024-03, 'Disaggregation of Income Statement Expenses,' aimed at enhancing the transparency of expense information in financial statements. The ASU seeks to improve the decision usefulness of expense information by requiring public business entities to disaggregate certain expense captions in the notes to financial statements. This includes detailed disclosures of purchases of inventory, employee compensation, depreciation, amortization, and depletion expenses. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently reviewing the impact of adopting the provisions of this new ASU on our consolidated financial statements and related disclosures.
Note 2. Going Concern
The Company has not generated any revenues or cash flows from operations to date. As such the Company is subject to all the risks associated with development stage companies. Since inception, the Company has incurred losses and negative cash flows from
6
operating activities which have been funded from the issuance of common stock, prefunded warrants, convertible notes, note payable and the sale of royalties on its mineral properties. The Company does not expect to generate positive cash flows from operating activities in the near future, if at all, until such time it successfully initiates production at its Grassy Mountain Project, including obtaining construction financing, completing the construction of the proposed mine and anticipates incurring operating losses for the foreseeable future.
The Consolidated Interim Financial Statements of the Company have been prepared on a “going concern” basis, which means that the continuation of the Company is presumed even though events and conditions exist that, when considered in aggregate, raise substantial doubt about the Company’s ability to continue as a going concern because it is possible that the Company will be required to adversely change its current business plan or may be unable to meet its obligations as they become due within one year after the date that these financial statements were issued.
Paramount expects to continue to incur losses as a result of costs and expenses related to maintaining its properties and general and administrative expenses. Since 2015, the Company has relied on equity financings, debt financings and sale of royalties to fund its operations and the Company expects to rely on these forms of financing to fund operations into the near future.
Paramount’s current business plan requires working capital to fund non-discretionary expenditures for its exploration and development activities on its mineral properties, mineral property holding costs and general and administrative expenses.
Subsequent to November 14, 2025, the Company expects to fund operations as follows:
At September 30, 2025, the Company’s cash balance was $
Historically, we have been successful in accessing capital through equity and debt financing arrangements or by the sale of royalties on its mineral properties, no assurance can be given that additional financing will be available to it in amounts sufficient to meet its needs, or on terms acceptable to the Company. In the event that we are unable to obtain additional capital or financing, our operations, exploration and development activities adversely affected and we may not be able to maintain our mining claims and our commitments to purchase other mining properties. The continuation of the Company as a going concern is dependent on having sufficient capital to maintain our operations. In considering our financing plans and our current working capital position the Company believes there is substantial doubt about its ability to continue as a going concern twelve months after the date that our financial statements are issued.
Note 3. Fair Value Measurements
Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization with the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:
The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
The three levels of the fair value hierarchy are described below:
Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.
Level 3 Inputs that are both significant to the fair value measurement and unobservable.
Financial assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
Our financial instruments include cash and cash equivalents, prepaids, accounts payable, accrued liabilities, the royalty conversion feature on the Debenture (see Note 6) and warrants (Note 7). Due to their short maturity of our cash and cash equivalents, prepaids,
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accounts payable and accrued liabilities, we believe that their carrying amounts approximate fair value as of September 30, 2025 and June 30, 2025.
The following tables presents the fair value of liabilities measured at fair value on a recurring basis:
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Balance at September 30, 2025 |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Liabilities |
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Royalty conversion feature |
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— |
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— |
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$ |
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Warrant liability |
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— |
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— |
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Total |
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— |
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$ |
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Balance at June 30, |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Liabilities |
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Royalty conversion feature |
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— |
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— |
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$ |
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Total |
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$ |
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The Company determined that the Royalty conversion feature (Note 6) embedded in the Debenture is required to be accounted for separately from the Debenture as a derivative liability and recorded at fair value and the remaining value allocated to the Debenture net the unamortized debt issuance costs. The derivative liability will be fair valued at each reporting period, with changes in fair value recorded as a loss or gain from change in fair value in the Condensed Consolidated Interim Statement of Operations. During the three months period ended September 30, 2025, the fair value derivative liability increased by $
As of September 30, 2025, the Royalty conversion feature is recorded at $
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September 30, 2025 |
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At June 30, 2025 |
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Cumulative present value of royalty stream |
$ |
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$ |
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Conversion threshold is set as the value of the Debenture |
$ |
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$ |
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Term in years |
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Volatility (A |
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Risk-Free Rate (Derived from a term-matched coupon risk-free interest rate derived from the Treasury Constant Maturities yield curve) |
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Dividend yield1 |
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As of September 30, 2025, the warrant liability is recorded at $
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Rule 144 and therefore not immediately freely tradable in the public market. The DLOM rate of
Note 4. Non-Cash Transactions
For the three months ended September 30, 2025, the Company issued
For the three months ended September 30, 2024, the Company issued
Note 5. Capital Stock
Authorized Capital
Authorized capital stock consists of
For the three months ended September 30, 2025, the Company issued
For the three months ended September 30, 2024, the Company issued
Stock Options, Restricted Stock Units and Stock Based Compensation
Paramount’s 2015 and 2016 Stock Incentive and Compensation Plans, which are stockholder-approved, permits the grant of stock options, restricted stock units and stock to its employees and directors for up to
Total stock-based compensation for the three months ended September 30, 2025 and 2024 were $
Stock Options
Stock option awards are generally granted with an exercise price equal to the market price of Paramount’s stock at the date of grant and have contractual lives of
For the three months ended September 30, 2025 and 2024, the Company did
For the three months ended September 30, 2025, share-based compensation expense relating to service condition options and performance condition options was $
A summary of stock option activity under the Stock Incentive and Compensation Plans as of September 30, 2025 is presented below:
Options |
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Options |
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Weighted |
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Weighted- |
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Aggregate |
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Outstanding at June 30, 2024 |
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$ |
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$ |
— |
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Granted |
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— |
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— |
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— |
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Exercised |
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— |
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— |
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|
|
— |
|
|
|
— |
|
Forfeited or expired |
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
Outstanding at June 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Granted |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Exercised |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Forfeited or expired |
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
Outstanding at September 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Exercisable at September 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
9
A summary of the status of Paramount’s non-vested options at September 30, 2025 is presented below:
Non-vested Options |
|
Options |
|
|
Weighted- |
|
||
Non-vested at June 30, 2024 |
|
|
|
|
$ |
|
||
Granted |
|
|
— |
|
|
|
— |
|
Vested |
|
|
( |
) |
|
|
|
|
Forfeited or expired |
|
|
( |
) |
|
|
|
|
Non-vested at June 30, 2025 |
|
|
|
|
$ |
|
||
Granted |
|
|
— |
|
|
|
— |
|
Vested |
|
|
— |
|
|
|
— |
|
Forfeited or expired |
|
|
( |
) |
|
|
— |
|
Non-vested at September 30, 2025 |
|
|
|
|
$ |
|
||
Restricted Stock Units ("RSUs")
RSUs are awards for service and performance which upon vesting and settlement entitle the recipient to receive one common share of the Company's Common Stock for no additional consideration, for each RSU held.
For the three months ended September 30, 2025 and 2024, the Company did
For the three months ended September 30, 2025, share-based compensation expenses related to service condition RSUs and performance condition RSUs was $
A summary of RSUs activity is summarized as follows:
Restricted Share Unit Activity |
|
Outstanding RSUs |
|
|
Weighted average grant date fair value |
|
||
Outstanding at June 30, 2024 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Outstanding at June 30, 2025 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
— |
|
|
|
— |
|
Forfeited |
|
|
— |
|
|
|
— |
|
Outstanding at September 30, 2025 |
|
|
|
|
$ |
|
||
As of September 30, 2025, there was approximately $
Note 6. Debt
$15,000,000 Secured Royalty Convertible Debenture
Effective as of December 27, 2023, Paramount closed on a Secured Royalty Convertible Debenture (the “Debenture”) with Sprott Private Resource Streaming and Royalty (US Collector), LP (“Sprott”) for $
10
If the Royalty is issued, Paramount has the option to buy back
The Company has accounted for the Royalty Conversion Option and related Buyback Provision as an embedded derivative in accordance with ASC 815 and recorded the derivative as a separate liability at fair value. The fair value of the derivative was $
At September 30, 2025 and June 30, 2025, the Debenture consisted of the following:
|
|
|
|
|
|
|
|
|||
|
|
September 30, 2025 |
|
|
June 30, 2025 |
|
||||
|
|
|
|
|
|
|
||||
Debt liability of royalty convertible debenture before issuance costs |
|
|
$ |
|
|
|
$ |
|
||
Less: unamortized issuance costs |
|
|
|
( |
) |
|
|
|
( |
) |
Net debt liability of royalty convertible debenture |
|
|
|
|
|
|
|
|
||
Derivative liability of royalty convertible debenture |
|
|
|
|
|
|
|
|
||
In connection with the Debenture, Paramount and Calico entered into a Mining Right of First Refusal Option to Purchase Agreement (the “ROFR”) in favor of Sprott. Pursuant to the ROFR, we have granted to Sprott the right of first refusal with respect to any proposed grant, sale or issuance to any third party of a stream, royalty or similar interest (a “Mineral Interest”) based on or with reference to future production from the proposed Grassy Mountain gold and silver mine.
The ROFR shall terminate on the date which is the earlier of (i) the seventh (7th) anniversary of the ROFR; (ii) the closing of one or more purchase transactions between us and Sprott in respect of Mineral Interests for an aggregate purchase price of $
Interest Expense
The following table summarizes the components of recorded interest expense:
|
|
Three Months Ended September 30, 2025 |
|
|
Three Months Ended September 30, 2024 |
|
|
||
Royalty Convertible Debenture |
|
$ |
|
|
$ |
|
|
||
Amortization of issuance costs on Royalty Convertible Debenture |
|
|
|
|
|
|
|
||
Total interest expense |
|
$ |
|
|
$ |
|
|
||
Note 7. Warrants
On August 25, 2025, the Company issued
The outstanding warrants are classified as a liability on the condensed consolidated interim balance sheet. The prefunded warrants will be presented within current liabilities as they are exercisable at any time at the holder’s option. The prefunded warrants, which have a nominal exercise price, are measured at fair value by applying a discount to the Company's common stock price at each reporting date. See Notes (Note 3 - Fair Value Measurements) for additional information related to issued and outstanding warrants.
11
After the occurrence of an event that is outside of the Company’s control, the warrant holders have the option to elect to exercise the warrant or to exchange the warrant for a security in the successor entity with similar terms and conditions. This term, which provides the warrant holders with a variation in settlement that is not provided to the common shareholders, fails to meet the indexation guidance under ASC 815. As such, the warrants were established as a liability on the balance sheet at the time of issuance and are remeasured to fair value each reporting date by applying a discount to the Company’s common stock price as of the reporting date, which is further discussed in Note 3. As of September 30, 2025, the prefunded warrants have a fair value of $
Note 8. Mineral Properties
The Company has capitalized acquisition costs on mineral properties as follows:
|
|
September 30, 2025 |
|
|
June 30, 2025 |
|
||
Sleeper and other Nevada based Projects |
|
$ |
|
|
$ |
|
||
Grassy Mountain and other Oregon based Projects |
|
|
|
|
|
|
||
Total mineral properties |
|
$ |
|
|
$ |
|
||
Sleeper:
Sleeper is located in Humboldt County, Nevada, approximately 26 miles northwest of the town of Winnemucca.
Grassy Mountain:
The Grassy Mountain Project is located in Malheur County, Oregon, approximately 22 miles south of Vale, Oregon, and roughly 70 miles west of Boise, Idaho.
Impairment of Mineral Properties
The Company reviews and evaluates its long-lived assets for impairment on an annual basis or more frequently when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. For the three months ended September 30, 2025, no events or changes in circumstance are believed to have impacted recoverability of the Company’s long-lived assets. Accordingly, it was determined that no interim impairment was necessary.
Note 9. Reclamation and Environmental
Reclamation and environmental costs are based principally on legal requirements. Management estimates costs associated with reclamation of mineral properties and properties under mine closure. On an ongoing basis the Company evaluates its estimates and assumptions; however, actual amounts could differ from those based on estimates and assumptions.
The Company has posted several cash bonds as financial security to satisfy reclamation requirements. The balance of posted cash reclamation bonds at September 30, 2025 is $
Paramount is responsible for managing the reclamation activities from the previous mine operations at the Sleeper Gold Mine as directed by the BLM and the Nevada State Department of Environmental Protection (“NDEP”). Paramount has estimated the undiscounted reclamation costs for existing disturbances and monitoring at the Sleeper Gold Project required by the BLM and NDEP to be $
The following variables were used in the calculation for the periods ending September 30, 2025 and June 30, 2025:
|
|
Three Months Ended |
|
|
Year Ended June 30, 2025 |
|
||
Weighted-average credit adjusted risk free rate |
|
|
% |
|
|
% |
||
Weighted-average inflation rate |
|
|
% |
|
|
% |
||
12
Changes to the Company’s reclamation and environmental costs for the Sleeper Gold Mine for the three months ended September 30, 2025 and the year ended June 30, 2025 are as follows:
|
|
Three Months Ended |
|
|
Year Ended June 30, 2025 |
|
||
Balance at beginning of period |
|
$ |
|
|
$ |
|
||
Accretion expense |
|
|
|
|
|
|
||
Additions and change in estimates |
|
|
— |
|
|
|
( |
) |
Settlements |
|
|
( |
) |
|
|
( |
) |
Balance at end of period |
|
$ |
|
|
$ |
|
||
The balance of the reclamation and environmental obligation of $
The Company recorded an accretion expense for the three months ended September 30, 2025 and 2024 of $
Note 10. Segmented Information
The Company’s reportable segments are comprised of operating units that have losses or assets exceeding 10% of the respective consolidated totals and are consistent with the Company’s management reporting structure. Segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker (“CODM”). The chief operating decision-maker, who is responsible for allocating resources and assessing the performance of the operating segments, has been identified as the . At Paramount, management organizes its segments by material property to make operating decisions and assess performance. The Company's properties include the Sleeper Gold Project and the Grassy Mountain Project. Additional operating expenses incurred by the Company are treated as corporate overhead. Interest expense incurred by the Company is included in corporate overhead and the CODM does not rely on allocating interest expense by reportable segment to assess performance of the segment.
The tables below summarize the Company's segments:
Three Months Ended September 30, 2025 |
|
|||||||||||||||
|
|
Sleeper Gold Project and other Nevada based Projects |
|
|
Grassy Mountain Project and other Oregon based Projects |
|
|
Corporate |
|
|
Total |
|
||||
Exploration and development |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Reclamation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Land holding costs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accretion |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net Loss Before Other Expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Other Expense (Income) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss from change in fair value of derivative liability on royalty convertible debenture |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss from change in fair value of warrant liability |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Net Loss |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
13
Three Months Ended September 30, 2024 |
|
|||||||||||||||
|
|
Sleeper Gold Project and other Nevada based Projects |
|
|
Grassy Mountain Project and other Oregon based Projects |
|
|
Corporate |
|
|
Total |
|
||||
Exploration and development |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Reclamation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Land holding costs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Accretion |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Corporate |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net Loss Before Other Expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Other Expense (Income) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other income |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
||
Loss from change in fair value of derivative liability on royalty convertible debenture |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
||
Net Loss |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Non current assets of Company's segments:
` |
|
As At September 30, 2025 |
|
|
As At June 30, 2025 |
|
||
Sleeper Gold Project and other Nevada based projects mineral properties |
|
$ |
|
|
$ |
|
||
Grassy Mountain Project and other Oregon based projects mineral properties |
|
|
|
|
|
|
||
Corporate and other |
|
|
|
|
|
|
||
Total Non-Current Assets |
|
$ |
|
|
$ |
|
||
Note 11. Commitments and Contingencies
Other Commitments
Paramount has an agreement to acquire
The Company has an agreement with Nevada Select to purchase the Bald Peak mining claims in the States of Nevada and California for a total consideration of $
Note 12. Subsequent Events
14
Subsequent to the period ended September 30, 2025, the Company sold
15
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Certain statements in this Quarterly Report on Form 10-Q (“Form 10-Q”) constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give the Company's current expectations and forecasts of future events. All statements other than statements of current or historical fact contained in this quarterly report, including statements regarding the Company's future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “plan,” and similar expressions, as they relate to the Company, are intended to identify forward-looking statements. These statements are based on the Company's current plans, and the Company's actual future activities and results of operations may be materially different from those set forth in the forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. Any or all of the forward-looking statements in this quarterly report may turn out to be inaccurate. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and assumptions. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Form 10-Q, and in the risk factors on Form 10-K that was filed with the U.S. Securities and Exchange Commission ("SEC") on September 25, 2025. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based.
Cautionary Note to U.S. Investors
We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and applicable Canadian securities laws, and as a result we report our mineral reserves and mineral resources according to two different standards. U.S. reporting requirements, for disclosure of mineral properties, are governed by Item 1300 of Regulation S-K (“S-K 1300”), as issued by the SEC. Canadian reporting requirements for disclosure of mineral properties are governed by National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”), as adopted from the definitions provided by the Canadian Institute of Mining, Metallurgy and Petroleum. Both sets of reporting standards have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported, but the standards embody slightly different approaches and definitions.
In our public filings in the U.S. and Canada and in certain other announcements not filed with the SEC, we disclose proven and probable reserves and measured, indicated and inferred resources, each as defined in S-K 1300. The estimation of measured resources and indicated resources involves greater uncertainty as to their existence and economic feasibility than the estimation of proven and probable reserves, and therefore investors are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into S-K 1300-compliant reserves. The estimation of inferred resources involves far greater uncertainty as to their existence and economic viability than the estimation of other categories of resources, and therefore it cannot be assumed that all or any part of inferred resources will ever be upgraded to a higher category. Therefore, investors are cautioned not to assume that all or any part of inferred resources exist, or that they can be mined legally or economically.
Overview
We are a company engaged in the business of acquiring, exploring and developing precious metal projects in the United States of America. Paramount owns advanced stage exploration projects in the states of Nevada and Oregon. We enhance the value of our projects by implementing exploration and engineering programs that have the goal to expand and upgrade known mineralized material to reserves. The following discussion updates our outlook and plan of operations for the foreseeable future. It also analyzes our financial condition and summarizes the results of our operations for the three months ended September 30, 2025 and compares these results to the results of the prior year three months ended September 30, 2024.
Operating Highlights:
For the three months ended September 30, 2025, the Company highlights include:
16
Outlook and Plan of Operation:
We believe that investors will gain a better understanding of the Company if they understand how we measure and disclose our results. As a development stage company, we do not generate cash flow from our operations. We recognize the importance of managing our liquidity and capital resources. We pay close attention to all cash expenses and look for ways to minimize them when possible. We ensure we have sufficient cash on hand to meet our annual land holding costs as the maintenance of mining claims and leases are essential to preserve the value of our mineral property assets.
Comparison of Operating Results for the three months ended September 30, 2025 and 2024
We did not earn any revenue from mining operations for the three months ended September 30, 2025 and 2024.
Net Loss
Our net loss for the three months ended September 30, 2025 was $4,324,338 compared to a net loss of $1,572,138 in the three months ended September 30, 2024. The drivers of the increase in net loss of 175% are fully described below.
The Company expects to incur losses for the foreseeable future as we continue with our planned exploration and development programs.
Expenses
Exploration, Development, Reclamation and Land Holding Costs
For the three months ended September 30, 2025 and 2024, exploration expenses were $566,096 and $395,298, respectively. This represents an increase of 43% or $170,798. Expenses related to our exploration or development activities are generally not comparable from period to period as activities will vary based on several factors. At Grassy Mountain, the Company continued with permitting activities with state and federal permitting agencies and these expenses totaled $531,139. At Sleeper, expenses of $34,957 were related to general maintenance of operations and mining claims.
For the three months ended September 30, 2025 and 2024, reclamation expenses were $37,880 and $53,937, respectively. This represents a decrease of 30% or $16,057. The decrease in reclamation expenses reflects the Company streamlining its processes for its on-going regular monitoring activities for the Sleeper Gold Project.
For the three months ended September 30, 2025 and 2024, land holding costs were $188,608 and $166,565, respectively. The increase in land holding costs of $22,043 from the previous period relates to the increase in holding costs per claim enacted by the BLM.
Salaries and Benefits
For the three month periods ended September 30, 2025 and 2024, salary and benefits were $197,970 and $288,480, respectively. This represents a decrease of 31%. Salary and benefits are comprised of cash and equity based compensation of the Company’s executive and corporate administration teams. The decrease is due to lower headcount in the current period from the previous period and lower non-cash equity compensation. Included in the salary and benefits expense amount for the three months ended September 30, 2025 and 2024 was non-cash equity based compensation applicable to executive and administration employees of $17,730 and $47,830, respectively.
Directors’ Compensation
For the three month periods ended September 30, 2025 and 2024, directors’ compensation expenses were $42,438 and $51,530, respectively. This represents a decrease of 18%. Directors’ compensation consists of cash and stock-based compensation of the Company’s board of directors. The decrease reflects lower equity based compensation recorded in the current quarter compared to the prior year’s comparable period.
Professional Fees and General and Administration
For the three months ended September 30, 2025 and 2024, professional fees were $245,048 and $171,997, respectively. This represents an increase of $73,051. The increase was mainly due to legal and advisory fees incurred in the current period that were not incurred in the previous year comparable period. Professional fees include legal, audit, advisory and consultant expenses incurred on corporate and operational activities being performed by the Company on a period-by-period basis.
For the three months ended September 30, 2025 and 2024, general and administration expenses increased by 1% to $189,570 from $188,313 reflecting stable corporate activity and cost structure.
17
Liquidity and Capital Resources
As an exploration and development company, Paramount funds its operations, reclamation activities and discretionary exploration programs with its cash on hand. At September 30, 2025, we had cash and cash equivalents of $4,165,894 compared to $1,351,001 as at June 30, 2025. As of September 30, 2025, we had working capital of approximately $1,256,051. Our plan to manage our liquidity position is described below under Going Concern and Capital Resources.
In May 2020, the Company established an $8.0 million “at the market” equity offering program with Cantor Fitzgerald & Co. ("Cantor") and Canaccord Genuity LLC to proactively increase its financial flexibility. In May 2024, the Company established a new $7 million "at the market" offering program with Cantor and A.G.P./Alliance Global Partners. During the three months ended September 30, 2025, the Company issued 2,146,561 shares under the program for net proceeds of $1,895,932.
The main uses of cash for the three months ended September 30, 2025 were:
In addition to cash used in operating activities, the Company received cash during the three months ended September 30, 2025 as follows:
Going Concern and Capital Resources
The Condensed Consolidated Financial Statements of the Company have been prepared on a “going concern” basis, which means that the continuation of the Company is presumed even though events and conditions exist that, when considered in aggregate, raise substantial doubt about the Company’s ability to continue as a going concern because it is possible that the Company will be required to adversely change its current business plan or may be unable to meet its obligations as they become due within one year after the date that these financial statements were issued.
Paramount expects to continue to incur losses as a result of costs and expenses related to maintaining its properties and general and administrative expenses. Since 2015, the Company has relied on equity financings, debt financings and sale of royalties to fund its operations and the Company expects to rely on these forms of financing to fund operations into the near future.
Paramount’s current business plan requires working capital to fund non-discretionary expenditures for its exploration and development activities on its mineral properties, mineral property holding costs and general and administrative expenses.
We anticipate our twelve-month cash expenditures to be as follows:
We anticipate our twelve-month cash discretionary exploration and development, subject to available cash on hand, as follows:
For any interest that accrues and is owing on the outstanding Debenture, the Company expects to elect to pay the quarterly-annual interest payment in shares of its Common Stock.
Subsequent to November 14, 2025, the Company expects to fund operations as follows:
Historically, we have been successful in accessing capital through equity and debt financing arrangements or by the sale of royalties on our mineral properties, no assurance can be given that additional financing will be available to it in amounts sufficient to meet its needs, or on terms acceptable to the Company. In the event that we are unable to obtain additional capital or financing, our operations, exploration and development activities will be significantly adversely affected. The continuation of the Company as a going concern is dependent on having sufficient capital to maintain our operations. In considering our financing plans, our current working capital position and our ability to reduce operating expenses, the Company believes there is substantial doubt about its ability to continue as a going concern twelve months after the date that our financial statements are issued.
Critical Accounting Policies and Estimates
Management considers the following policies to be most critical in understanding the judgments that are involved in preparing the Company’s consolidated financial statements and the uncertainties that could impact the results of operations, financial condition and
18
cash flows. Our financial statements are affected by the accounting policies used and the estimates and assumptions made by management during their preparation. Management believes the Company’s critical accounting policies are those related to mineral property acquisition costs, exploration and development cost, derivative accounting and foreign currency translation.
Estimates
The Company prepares its consolidated financial statements and notes in conformity to United States Generally Accepted Accounting Principles (“U.S. GAAP”) and requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, management evaluates these estimates, including those related to the adequacy of the Company’s reclamation and environmental obligation, and assessment of impairment of mineral properties. Management bases these estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Mineral property acquisition costs
The Company capitalizes the cost of acquiring mineral properties and will amortize these costs over the useful life of a property following the commencement of production or expense these costs if it is determined that the mineral property has no future economic value or the properties are sold or abandoned. Costs include cash consideration and the fair market value of shares issued on the acquisition of mineral properties. Properties acquired under option agreements, whereby payments are made at the sole discretion of the Company, are recorded in the accounts of the specific mineral property at the time the payments are made.
The amounts recorded as mineral properties reflect actual costs incurred to acquire the properties and do not indicate any present or future value of economically recoverable reserves.
Asset Retirement Obligation
The fair value of the Company’s asset retirement obligation (“ARO”) is measured by discounting the expected cash flows using a discount factor that reflects the credit-adjusted risk free rate of interest, while taking into account the inflation rate. The Company prepares estimates of the timing and amounts of expected cash flows and ongoing reclamation expenditures are charged against the ARO as incurred to the extent they relate to the ARO. Significant judgments and estimates are made when estimating the fair value of ARO.
Convertible debt and derivative liabilities
We account for convertible notes with conversion features in accordance with ASC 815, Derivatives and Hedging. The embedded conversion features are assessed to determine whether they meet the criteria for separate accounting as derivatives. If so, they are bifurcated and recorded at fair value with changes in fair value recognized in our Statement of Operations and the remaining value allocated to the convertible notes net the unamortized debt issuance costs. The determination of fair value involves the use of estimates, assumptions, and valuation models, including but not limited to discounted cash flow analysis and option pricing models. These estimates and assumptions may include, but are not limited to, future interest rates, volatility of gold and silver prices, and credit spreads. Changes in these inputs could result in significant adjustments to the fair value of our derivatives and may impact our financial results.
Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant's specific terms and applicable authoritative guidance in ASC 480 – Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock (“ASC 815-40”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company's own common stock and whether the warrant holders could potentially require net cash settlement in a circumstance outside of the Company's control, among other conditions for equity classification.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance and are not subsequently remeasured. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and at each balance sheet date thereafter. Changes in the fair value of the warrants are recognized as a unrealized gain or loss in Other Expense on the condensed consolidated interim statement of operations.
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Off-Balance Sheet Arrangements
We are not currently a party to, or otherwise involved with, any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, or capital resources.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable as a smaller reporting company.
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Item 4. Controls and Procedures.
(a) Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) and determined that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q. The evaluation considered the procedures designed to ensure that the information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and communicated to our management as appropriate to allow timely decisions regarding required disclosure.
(b) Changes in Internal Control over Financial Reporting
During the period covered by this Quarterly Report on Form 10-Q, there was no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(d) and 13d-15(d) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
(c) Inherent Limitations of Disclosure Controls and Internal Controls over Financial Reporting
Because of its inherent limitations, disclosure controls and internal controls over financial reporting may not prevent or detect misstatements. Projections of any evaluation or effectiveness to future periods are subject to risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
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PART II – OTHER INFORMATION
Item 1A. Risk Factors.
There have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K for the year ended June 30, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
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PART IV
Item 6. Exhibits.
Exhibit Number |
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Description |
31.1* |
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31.2* |
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32.1* |
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32.2* |
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101.INS* |
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Inline XBRL Instance Document -the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
101.SCH* |
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Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
104 |
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The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, has been formatted in Inline XBRL. |
* Filed herewith.
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SIGNATURES
Pursuant 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.
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Paramount Gold Nevada Corp. |
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Date: November 14, 2025 |
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By: |
/s/ Rachel Goldman |
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Rachel Goldman |
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Chief Executive Officer |
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Date: November 14, 2025 |
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By: |
/s/ Carlo Buffone |
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Carlo Buffone |
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Chief Financial Officer |
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