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
Commission File Number
(Exact name of registrant as specified in its charter)
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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.
Large accelerated filer |
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Accelerated filer |
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Small reporting company |
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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 May 9, 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 March 31, 2025 (Unaudited) and June 30, 2024 |
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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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20 |
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Item 4. |
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21 |
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PART II |
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Item 1A. |
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22 |
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Item 4. |
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Item 6. |
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Signatures |
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24 |
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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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March 31, |
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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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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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Total Liabilities and 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 March 31, |
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Nine Months Ended March 31, |
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2025 |
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2024 |
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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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$ |
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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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Change in derivative liability on royalty convertible debenture |
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Interest expense |
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Interest income |
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— |
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Net Loss |
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$ |
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$ |
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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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$ |
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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, 2024 |
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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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— |
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Capital issued for payment of interest |
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— |
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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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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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$ |
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$ |
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— |
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Capital issued for payment of interest |
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$ |
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$ |
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— |
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Net Loss |
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Balance at December 31, 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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Capital issued for financing |
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$ |
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$ |
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— |
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Capital issued for payment of interest |
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$ |
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$ |
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— |
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Net Loss |
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— |
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Balance at March 31, 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, 2023 |
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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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— |
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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, 2023 |
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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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— |
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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 December 31, 2023 |
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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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Capital issued for financing |
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— |
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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 March 31, 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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Nine Months Ended March 31, |
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2025 |
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2024 |
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Net Loss |
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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 derivative liability |
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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 mineral properties |
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Purchase of equipment |
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Cash used in investing activities |
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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 royalty convertible debenture |
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Royalty convertible debenture issuance costs |
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Repayment of 2019 convertible notes |
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— |
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Repayment of notes payable, related parties |
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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, 2024.
Reclassification
For the fiscal year 2024, the Company reclassified certain amount in the consolidated statement of operations to conform to current period presentation. These reclassifications, including reclamation expenses from exploration and development, had no impact on previously reported Net Loss.
Significant Accounting Policies
Please see Note 1- Description of Business and Summary of Significant Accounting Policies contained in the 2024 10-K.
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 operating activities which have been funded from the issuance of common stock, 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.
6
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 May 12, 2025, the Company expects to fund operations as follows:
At March 31, 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 would 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 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, accounts payable, accrued liabilities, the royalty conversion feature on the Debenture (see Note 6) and convertible debt. Due to their short maturity of our cash and cash equivalents, accounts payable and accrued liabilities, we believe that their carrying amounts approximate fair value as of March 31, 2025 and June 30, 2024.
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 gain or loss in the Consolidated Statement of Operations. During the three and nine month periods ended March 31, 2025, the fair value derivative liability increased by $
As of March 31, 2025, the Royalty conversion feature is recorded at $
7
stock market rate of return of
|
March 31, 2025 |
|
|
At June 30, 2024 |
|
||
Cumulative present value of royalty stream |
$ |
|
|
$ |
|
||
Conversion threshold is set as the value of the Debenture |
$ |
|
|
$ |
|
||
Term in years |
|
|
|
||||
Volatility (A |
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% |
|
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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) |
|
% |
|
|
% |
||
Dividend yield1 |
|
% |
|
|
% |
||
Note 4. Non-Cash Transactions
For the three months ended March 31, 2025, the Company issued
For the three months ended March 31, 2024, the Company issued
For the nine months ended March 31, 2025, the Company issued
For the nine months ended March 31, 2024, the Company issued
Note 5. Capital Stock
Authorized Capital
Authorized capital stock consists of
For the three months ended March 31, 2025, the Company issued
For the three months ended March 31, 2024, the Company issued
For the nine months ended March 31, 2025, the Company issued
For the nine months ended March 31, 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 nine months ended March 31, 2025 and 2024 were $
Restricted Stock Grants
During the three and nine months ended March 31, 2025, the Company granted and issued
Stock Options
8
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 nine months ended March 31, 2025, the Company did
For the three months ended March 31, 2025, share-based compensation expense relating to service condition options and performance condition options was $
For the nine months ended March 31, 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 March 31, 2025 is presented below:
Options |
|
Options |
|
|
Weighted |
|
|
Weighted- |
|
|
Aggregate |
|
||||
Outstanding at June 30, 2023 |
|
|
|
|
$ |
|
|
|
|
|
$ |
— |
|
|||
Granted |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Exercised |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
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— |
|
Forfeited or expired |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Outstanding at June 30, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
— |
|
|||
Granted |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Exercised |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Forfeited or expired |
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
Outstanding at March 31, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
— |
|
|||
Exercisable at March 31, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
— |
|
|||
A summary of the status of Paramount’s non-vested options at March 31, 2025 is presented below:
Non-vested Options |
|
Options |
|
|
Weighted- |
|
||
Non-vested at June 30, 2023 |
|
|
|
|
$ |
|
||
Granted |
|
|
— |
|
|
|
— |
|
Vested |
|
|
— |
|
|
|
— |
|
Forfeited or expired |
|
|
— |
|
|
|
— |
|
Non-vested at June 30, 2024 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
|
|
|
|
||
Forfeited or expired |
|
|
( |
) |
|
|
|
|
Non-vested at March 31, 2025 |
|
|
|
|
$ |
|
||
The total fair value of stock based compensation that vested related to outstanding stock options during the nine months ended March 31, 2025 and 2024, was
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 nine months ended March 31, 2025 and 2024, the Company granted
For the three months ended March 31, 2025, share-based compensation expenses related to service condition RSUs and performance condition RSUs was $
9
For the nine months ended March 31, 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, 2023 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
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Forfeited |
|
|
— |
|
|
|
— |
|
Outstanding at June 30, 2024 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited |
|
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( |
) |
|
|
|
|
Outstanding at March 31, 2025 |
|
|
|
|
$ |
|
||
As of March 31, 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 $
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 March 31, 2025 and June 30, 2024, the Debenture consisted of the following:
10
|
|
|
|
|
|
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|
|||
|
|
March 31, 2025 |
|
|
June 30, 2024 |
|
||||
|
|
|
|
|
|
|
||||
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 March 31, 2025 |
|
|
Three Months Ended March 31, 2024 |
|
|
Nine Months Ended March 31, 2025 |
|
|
Nine Months Ended March 31, 2024 |
|
||||
Royalty Convertible Debenture |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
2019 Secured Convertible Notes (1) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Bridge Promissory Note (2) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Amortization of issuance costs on Royalty Convertible Debenture |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of discount and debt issuance costs on 2019 Secured Convertible Notes |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
(1) The 2019 Secured Convertible Notes ("2019 Note") were repaid in . The 2019 Notes bore and interest rate of
(2) The Bridge Promissory Note ("Bridge Note") was repaid in . The Bridge Note bore an interest rate of
Note 7. Mineral Properties
The Company has capitalized acquisition costs on mineral properties as follows:
|
|
March 31, 2025 |
|
|
June 30, 2024 |
|
||
Sleeper and other Nevada based Projects |
|
$ |
|
|
$ |
|
||
Grassy Mountain and other Oregon based Projects |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
Sleeper:
Sleeper is located in Humboldt County, Nevada, approximately 26 miles northwest of the town of Winnemucca.
11
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.
Other Oregon Based Projects:
During the three month period ended March 31, 2025, the Company made a payment to Nevada Select in the amount of $
Other Nevada Based Projects:
During the nine month period ended March 31, 2025, the Company made a payment to Nevada Select in the amount of $
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 and nine months ended March 31, 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 8. 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 March 31, 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 at the Sleeper Gold Project required by the BLM to be $
The following variables were used in the calculation for the periods ending March 31, 2025 and June 30, 2024:
|
|
Nine Months Ended |
|
|
Year Ended June 30, 2024 |
|
||
Weighted-average credit adjusted risk free rate |
|
|
% |
|
|
% |
||
Weighted-average inflation rate |
|
|
% |
|
|
% |
||
Changes to the Company’s reclamation and environmental costs for the Sleeper Gold Mine for the nine month period ended March 31, 2025 and the year ended June 30, 2024 are as follows:
|
|
Nine Months Ended |
|
|
Year Ended June 30, 2024 |
|
||
Balance at beginning of period |
|
$ |
|
|
$ |
|
||
Accretion expense |
|
|
|
|
|
|
||
Additions and change in estimates |
|
|
— |
|
|
|
( |
) |
Settlements |
|
|
( |
) |
|
|
( |
) |
Balance at end of period |
|
$ |
|
|
$ |
|
||
12
The balance of the reclamation and environmental obligation of $
The Company recorded an accretion expense for the three and nine months ended March 31, 2025 of $
Note 9. Other Income
The Company’s other income details for the three and nine months ended March 31, 2025 and 2024 were as follows:
|
|
Three Months Ended March 31, 2025 |
|
|
Three Months Ended March 31, 2024 |
|
|
Nine Months Ended |
|
|
Nine Months Ended |
|
||||
Reimbursement of reclamation costs |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Leasing of water rights to third party |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restitution payment |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The proceeds the Company receives from its reclamation insurance policy for government mandated reclamation at its Sleeper Gold Project is recorded as other income. The corresponding expenses the Company incurs for performing these reclamation expenses are included in exploration costs on the Condensed Consolidated Interim Statement of Operations.
Note 10. Segmented Information
Segmented information has been compiled based on the material mineral properties in which the Company performs exploration activities.
Expenses by material project for the three and nine months ended March 31, 2025:
|
Exploration and Development Expenses |
|
|
Reclamation Expenses |
|
|
Land Holding Costs |
|
||||||||||||||||
|
|
Three Months Ended March 31, 2025 |
|
|
Nine Months Ended March 31, 2025 |
|
|
Three Months Ended March 31, 2025 |
|
|
Nine Months Ended March 31, 2025 |
|
|
Three Months Ended March 31, 2025 |
|
|
Nine Months Ended March 31, 2025 |
|
||||||
Sleeper Gold Project and other Nevada based Projects |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Grassy Mountain Project and other Oregon based Projects |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Expenses by material project for the three and nine months ended March 31, 2024:
|
Exploration and Development Expenses |
|
|
Reclamation Expenses |
|
|
Land Holding Costs |
|
||||||||||||||||
|
|
Three Months Ended March 31, 2024 |
|
|
Nine Months Ended March 31, 2024 |
|
|
Three Months Ended March 31, 2024 |
|
|
Nine Months Ended March 31, 2024 |
|
|
Three Months Ended March 31, 2024 |
|
|
Nine Months Ended March 31, 2024 |
|
||||||
Sleeper Gold Project and other Nevada based Projects |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Grassy Mountain Project and other Oregon based Projects |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Carrying values of mineral properties by material projects:
` |
|
As At March 31, 2025 |
|
|
As At June 30, 2024 |
|
||
Sleeper Gold Project and other Nevada based Projects |
|
$ |
|
|
$ |
|
||
Grassy Mountain Project and other Oregon based Projects |
|
|
|
|
|
|
||
|
|
$ |
|
|
$ |
|
||
13
Additional operating expenses incurred by the Company are treated as corporate overhead with the exception of accretion expense which is discussed in Note 8.
Note 11. Commitments and Contingencies
Other Commitments
Paramount has an agreement to acquire
Paramount has an agreement with Nevada Select Royalty to purchase
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
Subsequent to the period ended March 31, 2025, the Company sold
14
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 26, 2024. 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 and nine months ended March 31, 2025 and compares these results to the results of the prior year three and nine months ended March 31, 2024.
Operating Highlights:
For the three and nine months ended March 31, 2025, the Company highlights include:
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.
15
Comparison of Operating Results for the nine months ended March 31, 2025 and 2024
We did not earn any revenue from mining operations for the nine months ended March 31, 2025 and 2024.
Net Loss
Our net loss for the three months ended March 31, 2025 was $2,618,307 compared to a net loss of $1,814,045 in the three months ended March 31, 2024. The drivers of the increase in net loss of 44% are fully described below.
Our net loss for the nine months ended March 31, 2025 was $6,221,934 compared to a net loss of $5,462,764 in the nine months ended March 31, 2024. The drivers of the increase in net loss of 14% 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 March 31, 2025 and 2024, exploration expenses were $733,906 and $713,404, respectively. This represents an increase of 3% or $20,502. 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 $676,251. At Sleeper, expenses of $57,655 were related to general maintenance of operations and mining claims.
For the three months ended March 31, 2025 and 2024, reclamation expenses were $14,193 and $252,534, respectively. This represents a decrease of 94% or $ 238,341. The decrease in reclamation expenses reflects that in the previous year's comparable period the Company was conducting a one-time conversion of historical mining collection ponds to e-cell conversion ponds. This work was substantially completed in the previous fiscal year. On-going regular monitoring activities for the Sleeper Gold Project continue year to year.
For the three months ended March 31, 2025 and 2024, land holding costs were $185,408 and $157,143, respectively. The increase in land holding costs of $28,265 from the previous period relates to the increase in holding costs per claim enacted by the BLM commencing in September 2024.
For the nine months ended March 31, 2025 and 2024, exploration expenses were $1,506,315 and $1,530,533, respectively. This represents a decrease of 2% or $24,218. 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. These expenses totaled $1,370,357. At Sleeper, the Company completed an updated TRS with expenses totaling $135,958.
For the nine months ended March 31, 2025 and 2024, reclamation expenses were $84,550 and $2,469,126, respectively. This represents a decrease of 97% or $2,384,576. The decrease in reclamation expenses reflects that in the previous year's comparable period the Company was conducting a one-time conversion of historical mining collection ponds to e-cell conversion ponds. This work was substantially completed in the previous fiscal year. On-going regular monitoring activities for the Sleeper Gold Project continue year to year.
For the nine months ended March 31, 2025 and 2024, land holding costs were $538,362 and $471,429, respectively. This represents an increase of 14% or $66,933. The increase in land holding costs of $66,933 from the previous period relates to the increase in holding costs per claim enacted by the BLM commencing in September 2024.
16
Salaries and Benefits
For the three month periods ended March 31, 2025 and 2024, salary and benefits were $691,666 and $675,952, respectively. This represents an increase of 2%. Salary and benefits are comprised of cash and equity based compensation of the Company’s executive and corporate administration teams. The net increase is primarily due to lower bonuses paid to employees, offset by higher stock-based compensation in the three month period ended March 31, 2025 compared to the three month period ended March 31, 2024. Included in the salary and benefits expense amount for the three months ended March 31, 2025 and 2024 was non-cash equity based compensation applicable to executive and administration employees of $232,545 and $65,134, respectively.
For the nine months ended March 31, 2025 and 2024, salary and benefits were $1,260,857 and $1,214,742, respectively. This represents an increase of 4% or $46,115. Salary and benefits are comprised of cash and equity based compensation of the Company’s executive and corporate administration teams. The net increase is primarily due to lower bonuses paid offset by higher stock-based compensation in the nine months ended March 31, 2025 compared to the nine months ended March 31, 2024. Included in the salary and benefits expense amount for the nine months ended March 31, 2025 and 2024 was non-cash equity based compensation applicable to executive and administration employees of $326,452 and $168,471, respectively.
Directors’ Compensation
For the three month periods ended March 31, 2025 and 2024, directors’ compensation expenses were $178,433 and $90,076, respectively. This represents an increase of 98%. Directors’ compensation consists of cash and stock-based compensation of the Company’s board of directors. The increase reflects higher equity based compensation recorded in the current quarter compared to the prior year’s comparable period.
For the nine months ended March 31, 2025 and 2024, directors' compensation expenses were $278,411 and $148,059, respectively. This represents an increase of 88%. The increase reflects higher 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 March 31, 2025 and 2024, professional fees were $109,901 and $52,156, respectively. This represents an increase of $57,745. The increase was mainly due legal fees incurred in the previous 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 March 31, 2025 and 2024, general and administration expenses increased by 59% to $237,044 from $149,332. The increase in general and administration expenses from the previous year’s comparable period was mainly due to higher insurance, travel and investor relations costs.
For the nine months ended March 31, 2025 and 2024, professional fees were $367,132 and $205,722, respectively. This represents an increase of $161,410. The increase was mainly due to consulting fees and legal 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 nine months ended March 31, 2025 and 2024, general and administration expenses increased by 28% to $604,305 from $471,199. The increase in general and administration expenses from the previous year’s comparable period was mainly due to higher insurance, travel and investor relations costs.
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 March 31, 2025, we had cash and cash equivalents of $2,139,516 compared to $5,423,059 as at June 30, 2024. As of March 31, 2025, we had working capital of approximately $2,182,208. Our plans 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 nine months ended March 31, 2025, the Company issued shares 1,158,309 under the program for net proceeds of $439,564.
The main uses of cash for the nine months ended March 31, 2025 were:
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In addition to cash used in operating and investing activities, the Company received cash during the nine months ended March 31, 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 May 12, 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 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 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.
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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.
Exploration expenses
We record exploration expenses as incurred. When we determine that precious metal resource deposit can be economically and legally extracted or produced based on established proven and probable reserves, further exploration expenses related to such reserves incurred after such a determination will be capitalized. To date, we have not established any proven or probable reserves and will continue to expense exploration costs as incurred.
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.
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, 2024.
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 March 31, 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: May 12, 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: May 12, 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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