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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission File Number 001-36908

 

PARAMOUNT GOLD NEVADA CORP.

 

(Exact name of registrant as specified in its charter)

 

 

Nevada

98-0138393

( State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer
Identification No.)

 

 

665 Anderson Street

Winnemucca, NV

89445

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (775) 625-3600

 

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. Yes ☒ No ☐

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). Yes ☒ No ☐

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

Accelerated filer

 

 

 

 

Non-accelerated filer

Small reporting company

 

 

 

 

 

 

 

 

 

 

 

Emerging growth company

 

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 No ☒

The number of shares of registrant’s Common Stock outstanding, $0.01 par value per share, as of May 6, 2024 was 63,628,411.

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

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, $0.01 Par Value Per Share

 

PZG

 

NYSE American

 

 


 

Table of Contents

 

 

 

Page

PART I

 

FINANCIAL INFORMATION

 

 

Item 1.

 

Financial Statements

 

2

 

 

Condensed Consolidated Interim Balance Sheets as of March 31, 2024 (Unaudited) and June 30, 2023

 

2

 

 

Condensed Consolidated Interim Statements of Operations for the Three Months Ended and Nine Months Ended March 31, 2024 and March 31, 2023 (Unaudited)

 

3

 

 

Condensed Consolidated Interim Statements of Stockholders’ Equity for the Nine Months Ended March 31, 2024 (Unaudited) and Nine Months Ended March 31, 2023

 

4

 

 

Condensed Consolidated Interim Statement of Cash Flows for Nine Months Ended March 31, 2024 and March 31, 2023 (Unaudited)

 

5

 

 

Notes to Condensed Consolidated Interim Financial Statements (Unaudited)

 

6

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

15

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

20

Item 4.

 

Controls and Procedures

 

21

 

 

 

PART II

 

OTHER INFORMATION

 

 

Item 1A.

 

Risk Factors

 

22

Item 4.

 

Mine Safety Disclosures

 

22

Item 6.

 

Exhibits

 

23

 

 

 

Signatures

 

Directors, Executive Officers and Corporate Governance

 

24

 

 

 

 

 

 

i


 

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

PARAMOUNT GOLD NEVADA CORP.

Condensed Consolidated Interim Balance Sheets

(Unaudited)

 

 

 

 

 

 

 

 

 

March 31,
2024

 

 

June 30,
2023

 

Assets

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

7,012,365

 

 

$

824,920

 

Prepaid expenses and deposits

 

 

775,671

 

 

 

1,472,286

 

Total Current Assets

 

 

7,788,036

 

 

 

2,297,206

 

Non-Current Assets

 

 

 

 

 

 

Mineral properties

 

 

51,558,261

 

 

 

51,458,261

 

Reclamation bonds

 

 

546,176

 

 

 

546,176

 

Property and equipment

 

 

3,559

 

 

 

4,579

 

Total Non-Current Assets

 

 

52,107,996

 

 

 

52,009,016

 

Total Assets

 

$

59,896,032

 

 

$

54,306,222

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

982,503

 

 

$

937,219

 

Reclamation and environmental obligation, current portion

 

 

2,560,515

 

 

 

2,560,515

 

2019 convertible notes

 

 

 

 

 

3,614,465

 

2019 convertible notes, related parties

 

 

 

 

 

658,363

 

Notes payable, related party

 

 

 

 

 

1,579,397

 

Total Current Liabilities

 

 

3,543,018

 

 

 

9,349,959

 

Non-Current Liabilities

 

 

 

 

 

 

Debt liability of royalty convertible debenture, net

 

 

11,413,017

 

 

 

 

Derivative liability of royalty convertible debenture

 

 

3,038,934

 

 

 

 

Deferred tax liability

 

 

240,043

 

 

 

240,043

 

Reclamation and environmental obligation, non-current portion

 

 

2,118,063

 

 

 

1,876,387

 

Total Non-Current Liabilities

 

 

16,810,057

 

 

 

2,116,430

 

Total Liabilities

 

 

20,353,075

 

 

 

11,466,389

 

Commitments and Contingencies (Note 12)

 

 

 

 

 

 

Stockholders' Equity

 

 

 

 

 

 

Common stock, par value $0.01, 200,000,000 authorized shares, 61,964,970 issued and outstanding at March 31, 2024 and 200,000,000 authorized shares, 54,812,248 issued and outstanding at June 30, 2023

 

 

619,651

 

 

 

548,124

 

Additional paid in capital

 

 

118,707,864

 

 

 

116,613,503

 

Accumulated deficit

 

 

(79,784,558

)

 

 

(74,321,794

)

Total Stockholders' Equity

 

 

39,542,957

 

 

 

42,839,833

 

Total Liabilities and Stockholders' Equity

 

$

59,896,032

 

 

$

54,306,222

 

 

 

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)

 

 

Three Months Ended March 31,

 

 

Nine Months Ended March 31,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

Exploration

 

$

965,938

 

 

$

597,315

 

 

$

3,999,659

 

 

$

1,902,312

 

Land holding costs

 

 

157,143

 

 

 

157,143

 

 

 

471,429

 

 

 

475,341

 

Professional fees

 

 

52,156

 

 

 

12,919

 

 

 

205,722

 

 

 

281,542

 

Salaries and benefits

 

 

675,952

 

 

 

393,219

 

 

 

1,214,742

 

 

 

961,512

 

Directors' compensation

 

 

90,076

 

 

 

55,366

 

 

 

148,059

 

 

 

113,940

 

General and administrative

 

 

148,306

 

 

 

242,858

 

 

 

462,951

 

 

 

616,396

 

Accretion

 

 

110,558

 

 

 

111,561

 

 

 

331,676

 

 

 

334,683

 

Total Expenses

 

 

2,200,129

 

 

 

1,570,381

 

 

 

6,834,238

 

 

 

4,685,726

 

Net Loss Before Other Expense

 

 

2,200,129

 

 

 

1,570,381

 

 

 

6,834,238

 

 

 

4,685,726

 

Other Expense (Income)

 

 

 

 

 

 

 

 

 

 

 

 

Other income

 

 

(1,088,339

)

 

 

(47,123

)

 

 

(2,391,152

)

 

 

(93,406

)

Change in derivative liability on royalty convertible debenture

 

 

278,556

 

 

 

 

 

 

278,556

 

 

 

 

Interest and service charges

 

 

423,699

 

 

 

124,502

 

 

 

741,122

 

 

 

328,141

 

Net Loss

 

$

1,814,045

 

 

$

1,647,760

 

 

$

5,462,764

 

 

$

4,920,461

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per Common Share

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

0.03

 

 

$

0.03

 

 

$

0.09

 

 

$

0.10

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Number of Common

 

 

 

 

 

 

 

 

 

 

 

 

Shares Used in Per Share Calculations

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

60,473,988

 

 

 

48,452,177

 

 

 

58,610,160

 

 

 

47,457,781

 

 

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)

 

 

Shares (#)

 

 

 

Common Stock

 

 

 

Additional
Paid-In
Capital

 

 

 

Deficit

 

 

 

Total Stockholders'
Equity

 

Balance at June 30, 2023

 

 

54,812,248

 

 

 

$

548,124

 

 

 

$

116,613,503

 

 

 

$

(74,321,794

)

 

 

$

42,839,833

 

Stock based compensation

 

 

 

 

 

 

 

 

 

 

66,684

 

 

 

 

 

 

 

 

66,684

 

Capital issued for financing

 

 

3,515,257

 

 

 

 

35,153

 

 

 

 

1,053,375

 

 

 

 

 

 

 

 

1,088,528

 

Capital issued for payment of interest

 

 

553,141

 

 

 

 

5,531

 

 

 

 

154,882

 

 

 

 

 

 

 

 

160,413

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2,074,160

)

 

 

 

(2,074,160

)

Balance at September 30, 2023

 

 

58,880,646

 

 

 

 

588,808

 

 

 

 

117,888,444

 

 

 

 

(76,395,954

)

 

 

 

42,081,298

 

Stock based compensation

 

 

 

 

 

 

 

 

 

 

43,431

 

 

 

 

 

 

 

 

43,431

 

Capital issued for financing

 

 

246,258

 

 

 

 

2,463

 

 

 

 

49,661

 

 

 

 

 

 

 

 

52,124

 

Capital issued for payment of interest

 

 

558,430

 

 

 

 

5,584

 

 

 

 

176,840

 

 

 

 

 

 

 

 

182,424

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,574,559

)

 

 

 

(1,574,559

)

Balance at December 31, 2023

 

 

59,685,334

 

 

 

$

596,855

 

 

 

$

118,158,376

 

 

 

$

(77,970,513

)

 

 

$

40,784,718

 

Stock based compensation

 

 

702,000

 

 

 

$

7,020

 

 

 

$

142,190

 

 

 

 

 

 

 

 

149,210

 

Capital issued for financing

 

 

500,000

 

 

 

 

5,000

 

 

 

 

22,241

 

 

 

 

 

 

 

 

27,241

 

Capital issued for payment of interest

 

 

1,077,636

 

 

 

 

10,776

 

 

 

 

385,057

 

 

 

 

 

 

 

 

395,833

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,814,045

)

 

 

 

(1,814,045

)

Balance at March 31, 2024

 

 

61,964,970

 

 

 

$

619,651

 

 

 

 

118,707,864

 

 

 

$

(79,784,558

)

 

 

$

39,542,957

 

 

 

 

Shares (#)

 

 

Common Stock

 

 

Additional
Paid-In
Capital

 

 

Deficit

 

 

Total Stockholders'
Equity

 

Balance at June 30, 2022

 

 

46,591,081

 

 

$

465,912

 

 

$

113,805,101

 

 

$

(67,871,263

)

 

$

46,399,750

 

Stock based compensation

 

 

 

 

 

 

 

 

117,826

 

 

 

 

 

 

117,826

 

Capital issued for payment of interest

 

 

341,297

 

 

 

3,413

 

 

 

157,000

 

 

 

 

 

 

160,413

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(1,840,216

)

 

 

(1,840,216

)

Balance at September 30, 2022

 

 

46,932,378

 

 

 

469,325

 

 

 

114,079,927

 

 

 

(69,711,479

)

 

 

44,837,773

 

Stock based compensation

 

 

 

 

 

 

 

 

63,005

 

 

 

 

 

 

63,005

 

Capital issued for financing

 

 

455,099

 

 

 

4,551

 

 

 

153,962

 

 

 

 

 

 

158,513

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(1,432,485

)

 

 

(1,432,485

)

Balance at December 31, 2022

 

 

47,387,477

 

 

$

473,876

 

 

$

114,296,894

 

 

$

(71,143,964

)

 

$

43,626,806

 

Stock based compensation

 

 

425,500

 

 

 

4,255

 

 

 

93,260

 

 

 

 

 

 

97,515

 

Capital issued for financing

 

 

938,658

 

 

 

9,387

 

 

 

305,788

 

 

 

 

 

 

315,175

 

Capital issued for payment of interest

 

 

458,316

 

 

 

4,583

 

 

 

155,830

 

 

 

 

 

 

160,413

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(1,647,760

)

 

 

(1,647,760

)

Balance at March 31, 2023

 

 

49,209,951

 

 

$

492,101

 

 

$

114,851,772

 

 

$

(72,791,724

)

 

$

42,552,149

 

 

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)

 

 

Nine Months Ended March 31,

 

 

 

2024

 

 

2023

 

Net Loss

 

$

(5,462,764

)

 

$

(4,920,461

)

Adjustments to reconcile net loss to net cash used in operations:

 

 

 

 

 

 

Depreciation

 

 

1,020

 

 

 

1,453

 

Stock based compensation

 

 

259,325

 

 

 

278,346

 

Amortization of debt issuance costs

 

 

48,368

 

 

 

45,272

 

Non-cash interest expense

 

 

584,902

 

 

 

278,706

 

Accretion expense

 

 

331,676

 

 

 

334,683

 

Settlement of asset retirement obligations

 

 

(90,000

)

 

 

(90,000

)

Change in reclamation bonds accounts

 

 

 

 

 

(1,200

)

Change in derivative liability

 

 

278,556

 

 

 

 

Effect of changes in operating working capital items:

 

 

 

 

 

 

Change in prepaid expenses

 

 

696,615

 

 

 

690,153

 

Change in accounts payable

 

 

287,488

 

 

 

95,709

 

Cash used in operating activities

 

 

(3,064,814

)

 

 

(3,287,339

)

Cash flows from investing activities:

 

 

 

 

 

 

Purchase of mineral properties

 

 

(100,000

)

 

 

(80,000

)

Cash used in investing activities

 

 

(100,000

)

 

 

(80,000

)

Cash flows from financing activities

 

 

 

 

 

 

Capital issued for financing, net of share issuance costs

 

 

1,167,893

 

 

 

473,688

 

Proceeds from royalty convertible debenture

 

 

15,000,000

 

 

 

 

Royalty convertible debenture issuance costs

 

 

(870,111

)

 

 

 

Repayment of 2019 convertible notes

 

 

(4,277,690

)

 

 

 

Proceeds from notes payable, related parties

 

 

 

 

 

1,000,000

 

Repayment of notes payable, related parties

 

 

(1,667,833

)

 

 

 

Cash provided by financing activities

 

 

9,352,259

 

 

 

1,473,688

 

 

 

 

 

 

 

 

Change in cash during period

 

 

6,187,445

 

 

 

(1,893,651

)

Cash at beginning of period

 

 

824,920

 

 

 

2,484,156

 

Cash at end of period

 

$

7,012,365

 

 

$

590,505

 

 

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

For the Nine Months Period Ended March 31, 2024 and 2023

(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, 2023.

Significant Accounting Policies

Please see Note 1- Description of Business and Summary of Significant Accounting Policies contained in the 2023 10-K.

In addition to the significant accounting policies contained in the 2023 10-K, we have added the following policy:

Derivative Liability

The Company reviews the terms of its convertible loans to determine whether there are embedded derivatives that are required to be bifurcated and accounted for as individual derivative financial instruments. The Company determined that a conversion feature embedded in its convertible loan is required to be accounted for separately from the convertible loan as a derivative liability and recorded at fair value and the remaining value allocated to the convertible loan 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.

 

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.

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.

6


 

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 14, 2024, the Company expects to fund operations as follows:

Existing cash on hand and working capital.
The existing ATM with Cantor Fitzgerald & Co. and A.G.P/Alliance Global Partners.
Insurance proceeds to fund reclamation and environmental obligations at its Sleeper Gold Project.
Equity financings and sale of royalties.

At March 31, 2024, the Company’s cash balance was $7,012,365. During the month of December 2023, the Company entered into a Secured Royalty Convertible Debenture (the “Debenture”) (Note 6) in favor of Sprott Private Resource Streaming and Royalty (US Collector), LP, as agent for itself and certain affiliates (collectively, “Sprott”). Pursuant to the Debenture, Sprott advanced $15,000,000 to Paramount, which will be used to fund the continued permitting of the proposed Grassy Mountain Gold Mine and for general corporate purposes. Proceeds from the Debenture were also used for the repayment of the Company’s outstanding 2019 secured convertible notes and notes payable, related parties. After the repayment of debt and transaction costs the net proceeds available to the Company after the Sprott transaction were $8,369,602.

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, accounts payable, accrued liabilities, notes payable, the royalty conversion option on the Debenture (see Note 6) and convertible debt. Due to their short maturity of our cash, accounts payable, notes payable and accrued liabilities, we believe that their carrying amounts approximate fair value as of March 31, 2024 and June 30, 2023.

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 period ended March 31, 2024, the fair value derivative liability increased by $278,556 and it was recorded in Other expenses on the Consolidated Statement of Operations.

As of March 31, 2024, the Royalty conversion feature is recorded at $3,038,934 (December 31, 2023 - $2,760,378) and is valued based on Level 3 inputs. Several steps were used to calculate the fair value of the Royalty conversion feature on the Debenture. First, the gross revenue estimates from the Company's 2022 Technical Report Summary on the Grassy Mountain Project, Oregon U.S.A

7


 

with an effective date of June 30, 2022 served as a basis for calculating the annual gross royalty amounts, utilizing the Royalty Agreement's royalty rate of 4.75% for the life of the mine The annual royalty amounts were discounted using a long term stock market rate of return of 10%. Second, a Black-Scholes model was used to calculate the fair value of the conversion option. The key assumptions in valuing the royalty conversion option derivative include:



March 31, 2024

 

 

December 31, 2023

 

Cumulative present value of royalty stream

$

14,344,813

 

 

$

13,993,580

 

Conversion threshold is set as the value of the Debenture

$

15,000,000

 

 

$

15,000,000

 

Term in years

4.74

 

 

5

 

Volatility (A five year portfolio volatility of gold and silver, weighted by relative value in the project, is used as the historical volatility for the royalty stream)

 

16.21

%

 

 

16.24

%

Risk-Free Rate (Derived from a term-matched coupon risk-free interest rate derived from the Treasury Constant Maturities yield curve)

 

4.13

%

 

 

3.69

%

Dividend yield1

 

0

%

 

 

0

%

 

1.
Dividend yield is set to 0% as no value of the royalty is lost given that production is assumed to begin in year 5

Note 4. Non-Cash Transactions

For the nine months ended March 31, 2024, the Company issued 2,189,207 shares of common stock for payment of interest accrued on its outstanding 2019 Convertible Notes and Royalty Convertible Debenture with a fair value of $738,670. The total amount of shares issued for the period ended March 31, 2024 were comprised of 1,111,571 shares issued for the 2019 Convertible Notes with a fair value of $342,837 and 1,077,636 shares issued for the Royalty Convertible Debenture with a fair value of $395,833.

For the nine months ended March 31, 2023, the Company issued 799,613 shares of common stock for payment of interest accrued on its outstanding 2019 Convertible Notes with a fair value of $320,826.

Note 5. Capital Stock

Authorized Capital

Authorized capital stock consists of 200,000,000 common shares with par value of $0.01 per common share as of March 31, 2024 (June 30, 2023200,000,000 common shares with par value $0.01 per common share).

For the three months ended March 31, 2024, the Company issued 500,000 shares of common stock from its ATM program for gross proceeds of $182,500. On-time legal expenses and commissions related to the ATM program for the period amounted to $155,259 resulting in net proceeds of $27,241 and issued 1,077,636 shares of common stock for payment of interest accrued (Note 6) with a fair value of $395,833. The Company also issued 702,000 shares related to awards made under its equity compensation plans.

For the three months ended March 31, 2023, the Company issued 341,297 shares of common stock for payment of interest accrued (Note 6) with a fair value of $160,413. The Company also issued 425,500 shares related to awards made under its equity compensation plans.

For the nine months ended March 31, 2024, the Company issued 4,261,515 shares of common stock from its ATM program for net proceeds of $1,167,893. One-time legal and commissions related to the ATM program for the period amounted to $382,065. We also issued 2,189,207 shares of common stock for payment of interest accrued (Note 6) with a fair value of $738,670. The Company also issued 702,000 shares related to awards made under its equity compensation plans.

For the nine months ended March 31, 2023, the Company issued 1,393,757 shares of common stock from its ATM program for net proceeds of $473,688 and issued 799,613 shares of common stock for payment of interest accrued (Note 6) with a fair value of $320,826. The Company also issued 425,500 shares related to awards made under its equity compensation plans.

 

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 5.5 million shares of common stock.

Total stock-based compensation for the nine months ended March 31, 2024 and 2023 were $259,325 and $278,346, respectively.

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 5 years. To better align the interests of its key executives, employees and directors with those of its shareholders a significant portion of those share option awards will vest contingent upon meeting certain stock price appreciation

8


 

performance goals and other performance conditions. Option and share awards provide for accelerated vesting if there is a change in control (as defined in the Stock Incentive and Compensation Plans).

For the nine months ended March 31, 2024, the Company did not grant stock options (Nine months ended March 31, 2023 – 50,000).

The fair value for these options were calculated using the Black-Scholes option valuations method. The weighted average assumptions used were as follows:

 

 

 

Nine Months Ended March 31, 2024

 

Nine Months Ended March 31, 2023

 

Weighted average risk-free interest rate

 

N/A

 

 

2.79

%

Weighted-average volatility

 

N/A

 

 

58

%

Expected dividends

 

N/A

 

0

 

Weighted average expected term (years)

 

N/A

 

5

 

Weighted average fair value

 

N/A

 

$

0.19

 

For the three months ended March 31, 2024, share-based compensation expense relating to service condition options and performance condition options was $nil and $974, respectively (2023 -$nil and $2,337).

For the nine months ended March 31, 2024, share-based compensation expense relating to service condition options and performance condition options was $nil and $3,643, respectively (2023 -$12,021 and $9,690).

A summary of stock option activity under the Stock Incentive and Compensation Plans as of March 31, 2024 is presented below:

Options

 

Options

 

 

Weighted
Average
Exercise
Price

 

 

Weighted-
Average Remaining
Contractual Term (Years)

 

 

Aggregate
Intrinsic
Value

 

Outstanding at June 30, 2022

 

 

1,808,995

 

 

$

1.14

 

 

 

2.42

 

 

$

 

Granted

 

 

50,000

 

 

 

0.60

 

 

 

4.00

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited or expired

 

 

(453,995

)

 

 

1.37

 

 

 

 

 

 

 

Outstanding at June 30, 2023

 

 

1,405,000

 

 

$

1.05

 

 

 

2.06

 

 

$

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited or expired

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at March 31, 2024

 

 

1,405,000

 

 

$

1.05

 

 

 

1.31

 

 

$

 

Exercisable at March 31, 2024

 

 

946,664

 

 

$

1.05

 

 

 

1.38

 

 

$

 

 

A summary of the status of Paramount’s non-vested options at March 31, 2024 is presented below:

 

Non-vested Options

 

Options

 

 

Weighted-
Average
Grant-
Date Fair Value

 

Non-vested at June 30, 2022

 

 

657,333

 

 

$

0.55

 

Granted

 

 

50,000

 

 

 

0.19

 

Vested

 

 

(95,002

)

 

 

0.41

 

Forfeited or expired

 

 

(153,995

)

 

 

0.82

 

Non-vested at June 30, 2023

 

 

458,336

 

 

$

0.47

 

Granted

 

 

 

 

 

 

Vested

 

 

 

 

 

 

Forfeited or expired

 

 

 

 

 

 

Non-vested at March 31, 2024

 

 

458,336

 

 

$

0.47

 

 

As of March 31, 2024, there was approximately $4,531 of unamortized stock-based compensation expense related to non-vested stock options outstanding. The expenses are expected to be recognized over a weighted-average period of 0.95 years. The total fair value of stock based compensation that vested related to outstanding stock options during the nine months ended March 31, 2024 and 2023, was nil and $16,873, respectively.

9


 

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, 2024 and 2023, the Company granted 1,360,000 and 630,000 RSUs respectively.

For the three months ended March 31, 2024, share-based compensation expenses related to service condition RSUs and performance condition RSUs was $82,001 and $32,865, respectively (2023 - $43,896 and $28,262).

For the nine months ended March 31, 2024, share-based compensation expenses related to service condition RSUs and performance condition RSUs was $158,308 and $64,003, respectively (2023 - $117,116 and $116,971).

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, 2022

 

 

701,000

 

 

$

0.65

 

Granted

 

 

630,000

 

 

 

0.30

 

Vested

 

 

(350,500

)

 

 

0.65

 

Forfeited

 

 

 

 

 

 

Outstanding at June 30, 2023

 

 

980,500

 

 

$

0.43

 

Granted

 

 

1,360,000

 

 

 

0.28

 

Vested

 

 

(615,500

)

 

 

0.42

 

Forfeited

 

 

 

 

 

 

Outstanding at March 31, 2024

 

 

1,725,000

 

 

$

0.31

 

 

As of March 31, 2024, there was approximately $320,736 of unamortized stock-based compensation expense related to outstanding RSUs. The expenses are expected to be recognized over the remaining weighted-average vesting periods of 1.56 years.

Note 6. Convertible 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 $15,000,000. The Debenture bears an interest rate of 10% per annum, which, at Paramount’s discretion, will be payable in cash or shares of its common stock at a 7% discount to the 10-day volume weighted average price ("VWAP") from the scheduled date of payment of interest. The Debenture may be repaid in cash or is convertible into a gross revenue royalty (the “Royalty") of 4.75% of the gold and silver produced from the proposed Grassy Mountain Gold Mine. The Debenture may be repaid in cash or through the issuance of the Royalty at the earlier of the commencement of commercial production or five years from the Debenture closing date. The conversion to the Royalty is at Sprott's sole discretion. Paramount may elect to repay the Debenture by providing 20 business day written notice, in cash only and in whole prior to its maturity at a price equal to the sum of the principal amount plus all accrued and unpaid interest plus a prepayment interest premium of equal to 36 months of interest less interest paid prior to the date of prepayment. Upon a sale of the Sleeper Gold Project, Sprott can elect to have a portion of the Debenture repaid with proceeds from the sale. In the event of default, the debenture will accrue interest at 13% per annum. In connection with the issuance of the Debenture, the Company incurred $870,111 of debt issuance costs which will be reflected as a discount on the Debenture. Unamortized debt issuance costs will be amortized over the five year term of the Debenture and recorded as an interest expense in the Consolidated Statement of Operations.

If the Royalty is issued, Paramount has the option to buy back 50% of the Royalty by paying either $11.25 million on the second (2nd) anniversary of the Royalty or $12.375 million on the third (3rd) anniversary. The Company’s obligations under the Debenture are secured by a pledge of the assets of the Company and its subsidiaries, including without limitation by deeds of trust with respect to the Grassy Mountain project and the Company’s Nevada property, Sleeper. The Company is required to maintain a positive cash balance at all times and shall maintain a positive adjusted working capital amount at the end of each fiscal quarter commencing with the fiscal quarter March 31, 2024. At March 31, 2024, Paramount was in compliance with these loan covenants.

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 $3,038,934 at March 31, 2024 and $2,760,378 at December 31, 2023 and at issuance December 27, 2023 (Note 3).

At March 31, 2024 and December 31, 2023, the Debenture consisted of the following:

10


 

 

 

 

 

 

 

 

 

 

March 31, 2024

 

 

December 31, 2023

 

 

 

 

 

 

Debt liability of royalty convertible debenture before issuance costs

 

$

12,239,622

 

 

 

$

12,239,622

 

Less: unamortized issuance costs

 

(826,605

)

 

 

 

(870,111

)

Net debt liability of royalty convertible debenture

 

 

 

11,413,017

 

 

 

 

11,369,511

 

Derivative liability of royalty convertible debenture

 

 

 

3,038,934

 

 

 

 

2,760,378

 

 

 

$

14,451,951

 

 

 

$

14,129,889

 

 

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. If the cash equivalent value (with the value of any non-cash consideration of any third party offer (the “Third Party Consideration”) exceeds $60,000,000 then Sprott shall have the right to buy a percentage interest of the Mineral Interest equal to the percentage that $60,000,000 is to the Third Party Consideration (the “Proportionate Mineral Interest”). If the Third Party Consideration equals or is less than $60,000,000, Sprott shall have the right to buy the entire Mineral Interest subject to such third party offer.

 

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 $60,000,000 upon the exercise by Sprott of its rights pursuant to the ROFR; and (iii) the closing of a purchase transaction between us and third party in respect of a Mineral Interest for a purchase price in excess of $60,000,000 where Sprott does not exercise its right of first refusal pursuant to the ROFR.

 

 

2019 Senior Secured Convertible Notes

 

 

Debt

 

 

 

March 31, 2024

 

 

June 30, 2023

 

Current

 

Non-Current

 

Current

 

Non-Current

 

2019 Secured Convertible Notes

$

 

 

 

$

4,277,690

 

$

 

Less: unamortized discount and issuance costs

 

 

 

 

 

(4,862

)

 

 

 

$

 

$

 

$

4,272,828

 

$

 

 

In September 2019, the Company completed a private offering of 5,478 Senior Secured Convertible Notes (“2019 Convertible Notes”) at $975 per $1,000 face amount due in 2023. Each 2019 Convertible Note will bear an interest rate of 7.5% per annum, payable semi-annually. In September 2023, the maturity of the 2019 Convertible Notes was extended to the earlier of September 30, 2024 or the date of funding of the transaction contemplated by a non-binding term sheet between the Company and Sprott Resource and Streaming Royalty Corp and the annual interest rate increased to 12% commencing on October 1, 2023. As of September 30, 2023, the effective interest rate of the 2019 Convertible Notes is 9.24%. The principal amount of the 2019 Convertible Notes will be convertible at a price of $1.00 per share of Paramount common stock. Unamortized discount and issuance costs of $275,883 will be amortized as an additional interest expense over the four year term of the 2019 Convertible Notes. For the nine months ended March 31, 2024 and 2023, the Company amortized $4,862 and $30,402 of discount and issuance costs. At any point after the second anniversary of the issuance of the convertible notes, Paramount may force conversion if the share price of its common stock remains above $1.75 for 20 consecutive trading days. The convertible notes are secured by a lien on all assets of the Company and the Company is required to maintain a cash balance of $250,000. During December 2023, all 2019 Convertible Notes outstanding were repaid by the Company.

 

Note 7. Notes Payable, Related Party

On December 9, 2022, the Company issued a Bridge Promissory Note (the "Note") to Seabridge, an entity affiliated with the Chairman of our Board of Directors, Rudi Fronk, and an owner of approximately 4.4% of our outstanding common stock, pursuant to which the Company may borrow, in one or more advances, the principal amount of up to $1,500,000 (the "Loan"). The Loan bears

11


 

interest at a per annum rate of 12%, payable upon maturity or prepayment, and matures on the earlier of November 30, 2023 or the date of funding of transaction as described below. The Company has the right to prepay the Loan, in whole or in part, at any time without penalty.

During the period ended September 30, 2023, an agreement between the Company and Seabridge was reached to extend the maturity of the Note to the earlier of November 30, 2023 or the date of funding of the transaction contemplated by a non-binding term sheet between the Company and Sprott Resource and Streaming Royalty Corp and increase the per annum interest rate of the Loan to 13% commencing on October 1, 2023.

During December 2023, the Company repaid the balance of the loan including accrued interest in the amount of $1,667,833.

Note 8. Mineral Properties

The Company has capitalized acquisition costs on mineral properties as follows:

 

 

March 31, 2024

 

 

June 30, 2023

 

Sleeper and other Nevada based Projects

 

$

28,222,533

 

 

$

28,172,533

 

Grassy Mountain and other Oregon based Projects

 

 

23,335,728

 

 

 

23,285,728

 

 

 

$

51,558,261

 

 

$

51,458,261

 

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.

Other Nevada Based Projects:

For the nine month period ended March 31, 2024, the Company made a payment to Nevada Select in the amount of $50,000 under its option agreement to purchase the Bald Peak claims located in Nevada and also made a payment to Nevada Select in the amount of $50,000 under its option agreement to purchase the Frost claims located in Oregon.

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 nine months ended March 31, 2024 and 2023, 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 March 31, 2024 is $546,176 (June 30, 2023 - $546,176).

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 $3,725,110. These costs are expected to be incurred between the calendar years 2024 and 2060. At March 31, 2024, Paramount has also estimated undiscounted reclamation cost as required by the NDEP to be $4,600,515. These costs include on-going monitoring and new requests from the NDEP to convert three processing ponds from the historical operations to evaporation cell ponds by the end of calendar year 2023. It is expected that NDEP will inspect and sign-off on the completed evaporation cell pond work in first half of the calendar year 2024. These costs are expected to be incurred between calendar years 2024 and 2039. The sum of expected costs by year are discounted using the Company’s credit adjusted risk free interest rate from the time it expects to pay for the reclamation to the time it incurs the obligation. The asset retirement obligation for the Sleeper Gold Project recorded on the balance sheet is equal to the present value of the estimated reclamation costs as required by both the BLM and NDEP.

12


 

The following variables were used in the calculation for the periods ending March 31, 2024 and June 30, 2023:

 

 

 

Nine Months Ended
March 31, 2024

 

 

Year Ended June 30, 2023

 

Weighted-average credit adjusted risk free rate

 

 

9.93

%

 

 

9.93

%

Weighted-average inflation rate

 

 

2.49

%

 

 

2.49

%

 

Changes to the Company’s reclamation and environmental costs for the Sleeper Gold Mine for the nine month period ended March 31, 2024 and the year ended June 30, 2023 are as follows:

 

 

 

Nine Months Ended
March 31, 2024

 

 

Year Ended June 30, 2023

 

Balance at beginning of period

 

$

4,436,902

 

 

$

4,475,270

 

Accretion expense

 

 

331,676

 

 

 

446,245

 

Additions and change in estimates

 

 

 

 

 

(364,612

)

Settlements

 

 

(90,000

)

 

 

(120,001

)

Balance at end of period

 

$

4,678,578

 

 

$

4,436,902

 

 

The balance of the reclamation and environmental obligation of $$4,678,578 at March 31, 2024 (June 30, 2023 -$4,436,902) is comprised of a current portion of $2,560,515 (June 30, 2023 -$2,560,515) and a non-current portion of $2,118,063 (June 30, 2023 - $1,876,387).

The Company recorded an accretion expense for the three and nine months ended March 31, 2024 of $110,558 and $331,676 (2023 - $111,561 and $334,683).

Note 10. Other Income

The Company’s other income details for the three and nine months ended March 31, 2024 and 2023 were as follows:

 

 

Three Months Ended March 31, 2024

 

 

Three Months Ended March 31, 2023

 

 

Nine Months Ended
March 31, 2024

 

 

Nine Months Ended
March 31, 2023

 

Re-imbursement of reclamation costs

 

$

1,088,339

 

 

$

47,123

 

 

$

2,381,272

 

 

$

87,431

 

Leasing of water rights to third party

 

 

 

 

 

 

 

 

6,095

 

 

 

5,975

 

Restitution payment

 

 

 

 

 

 

 

 

3,785

 

 

 

 

Total

 

$

1,088,339

 

 

$

47,123

 

 

$

2,391,152

 

 

$

93,406

 

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 11. 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, 2024:

 

 

 

Exploration and Development 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

 

Sleeper Gold Project and other Nevada based Projects

 

$

361,222

 

 

$

2,828,825

 

 

$

118,765

 

 

$

356,294

 

Grassy Mountain Project and other Oregon based Projects

 

 

604,716

 

 

 

1,170,834

 

 

 

38,378

 

 

 

115,135

 

 

 

$

965,938

 

 

$

3,999,659

 

 

$

157,143

 

 

$

471,429

 

 

13


 

Expenses by material project for the three and nine months ended March 31, 2023:

 

 

 

Exploration and Development Expenses

 

 

Land Holding Costs

 

 

 

Three Months Ended March 31, 2023

 

 

Nine Months Ended March 31, 2023

 

 

Three Months Ended March 31, 2023

 

 

Nine Months Ended March 31, 2023

 

Sleeper Gold Project and other Nevada based Projects

 

$

182,626

 

 

$

794,402

 

 

$

118,765

 

 

$

360,206

 

Grassy Mountain Project and other Oregon based Projects

 

 

414,689

 

 

 

1,107,910

 

 

 

38,378

 

 

 

115,135

 

 

 

$

597,315

 

 

$

1,902,312

 

 

$

157,143

 

 

$

475,341

 

 

Carrying values of mineral properties by material projects:

 

 

As of March 31, 2024

 

 

As of June 30, 2023

 

 

 

 

 

Sleeper Gold Project and other Nevada based Projects

 

$

28,222,533

 

 

$

28,172,533

 

 

 

 

 

Grassy Mountain Project and other Oregon based Projects

 

 

23,335,728

 

 

 

23,285,728

 

 

 

 

 

 

 

$

51,558,261

 

 

$

51,458,261

 

 

 

 

 

Additional operating expenses incurred by the Company are treated as corporate overhead with the exception of accretion expense which is discussed in Note 9.

Note 12. Commitments and Contingencies

Other Commitments

Paramount has an agreement to acquire 44 mining claims (“Cryla Claims”) covering 589 acres located immediately to the west of the proposed Grassy Mountain site from Cryla LLC. Paramount is obligated to make annual lease payments of $60,000 per year until 2033 with an option to purchase the Cryla Claims for $560,000 at any time. The term of the agreement is 25 years and commenced in 2018. In the event Paramount exercises its option to acquire the Cryla Claims, all annual payments shall be credited against a production royalty that will be based on a prevailing price of the metals produced from the Cryla Claims. The royalty rate ranges between 2% and 4% based on the daily price of gold. The agreement with Cryla can be terminated by Paramount at any time. All lease payments under the agreement are up-to-date and no other payments were made during the nine month period ended March 31, 2024. The Cryla Claims are without known mineral reserves and there is no current exploratory work being performed.

Paramount has an agreement with Nevada Select Royalty to purchase 100% of the Frost Project, which consists of 40 mining claims located approximately 12 miles west of its Grassy Mountain Project. A total consideration of $250,000 payable to Nevada Select will be based on certain events over time. Nevada Select will retain a 2% NSR on the Frost Claims and Paramount has the right to reduce the NSR to 1% for a payment of $1 million. For the nine month period ended March 31, 2024, all required payments under the agreement are up-to-date. The Frost Claims are without known mineral reserves.

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 $300,000. Payments under the agreement will be based on achieving certain events over time. Upon signing the agreement Paramount made a payment to Nevada Select of $20,000. During the nine month period ended March 31, 2024, a payment was made to Nevada Select for $50,000 under the terms of the agreement. All payments under the agreement are up to date as of March 31, 2024. The Bald Peak Claims are without known mineral reserves.

Seabridge Gold Inc. ("Seabridge") holds a Net Profit Interest ("NPI") put option in which during the 30-day period immediately following the day that the Company has delivered notice to Seabridge that a positive production decision has been made and construction financing has been secured with respect to the Grassy Mountain Project, Seabridge may cause the Company to purchase the NPI for CDN$10,000,000. If Seabridge exercises the right to cause the Company to purchase the NPI, the Company would likely need to seek additional equity or other financing to fund the purchase, which financing may not be available to the Company on favorable terms or at all. As of March 31, 2024, Seabridge holds approximately 4.4% of the outstanding common stock of the Company and three members of Paramount's board of directors are either officers or directors of Seabridge.

Note 13. Subsequent Events

The Company sold 1,727,026 shares under its at the market program for gross proceeds of $719,351.

The Company also issued 7,500 shares upon the exercise of RSUs under its equity compensation plans.

 

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, 2023. 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, 2024 and compares these results to the results of the prior year three and nine months ended March 31, 2023.

Operating Highlights:

For the three and nine months ended March 31, 2024, the Company highlights include:

 

The BLM filed the Notice of Intent in the Federal Registry, initiating the preparation of an Environmental Impact Statement in compliance with the National Environmental Policy Act process for the proposed Grassy Mountain Gold mine.
Paramount closed a $15 million financing with Sprott through the issuance of a Debenture. The proceeds of the Debenture will be used to fund the continued permitting of the proposed Grassy Mountain Gold Mine and general corporate purposes. It was also used to repay the Company's outstanding debt.
The State of Oregon issued a Notice to Proceed with the permitting and preparation of draft permits.
The State of Oregon's Technical Review Team determined that Paramount's Consolidated Permit Application for the Grassy Mountain Project is complete.

15


 

Completed an updated technical report summary ("TRS") for the Sleeper Gold Property under Item 1300 of Regulation S-K.

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 nine months ended March 31, 2024 and 2023

We did not earn any revenue from mining operations for the nine months ended March 31, 2024 and 2023.

Net Loss

Our net loss for three months ended March 31, 2024 was $1,814,045 compared to a net loss of $1,647,760 in the previous three months ended March 31, 2023. The drivers of the increase in net loss of 10% are fully described below.

Our net loss for nine months ended March 31, 2024, was $5,462,764 compared to a net loss of $4,920,461 in the previous nine month period ended March 31, 2023. The drivers of the increase in net loss of 11% 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 and Land Holding Costs

For the three months ended March 31, 2024 and 2023, exploration expenses were $965,938 and $597,315, respectively. This represents an increase of 62% or $368,623. 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 $604,716. A significant amount of the expenses incurred were related to the State of Oregon completing its environmental evaluation of the proposed gold mine at Grassy Mountain. At Sleeper, the Company completed the conversion of several collection ponds from the previous mining operations to evaporation cells with expenses totaling $361,222. For the three months ended March 31, 2024 and 2023, $1,088,339 and $47,123 of the costs associated with the reclamation work have been reimbursed by an insurance policy and these reimbursements have been recorded as other income on the Statement of Operations, respectively. In the prior year comparable period, the Company focused its efforts on completing permit applications for the Grassy Mountain Project and incurred expenses related to reclamation activities its Sleeper Gold Project.

For the three months ended March 31, 2024 and 2023, land holding costs were $157,143 and $157,143, respectively. There were no changes in our land holdings and costs associated with holding our mining claims remaining unchanged from last year to this year.

For the nine months ended March 31, 2024 and 2023, exploration expenses were $3,999,659 and $1,902,312, respectively. This represents a increase of 110% or $2,097,347. 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 $1,170,834. At Sleeper, the Company completed an updated TRS and completed converting several collection ponds from the previous mining operations to evaporation cells with expenses totaling $2,828,825. For the nine months ended March 31, 2024 and 2023, $2,381,272 and $87,431 of the costs associated with the reclamation work have been reimbursed by an insurance policy and these reimbursements have been recorded as other income on the Statement of Operations, respectively. In the prior year comparable period, the Company focused its efforts on completing permit applications for the Grassy Mountain Project and incurred expenses related to reclamation activities its Sleeper Gold Project.

For the nine months ended March 31, 2024 and 2023, land holding costs were $471,429 and $475,341, respectively. This represents a decrease of 1% or $3,912. The immaterial change is due to no changes in our land holdings and costs associated with holding our mining claims remaining unchanged from last year to this year.

16


 

Salaries and Benefits

For the three month period ended March 31, 2024 and 2023, salary and benefits were $675,952 and $393,219, respectively. This represents an increase of 72%. Salary and benefits are comprised of cash and equity based compensation of the Company’s executive and corporate administration teams. The increase primarily reflects annual bonuses for 2023 paid to employees in the three month period ended March 31, 2024 compared to the three month period ended March 31, 2023. Included in the salary and benefits expense amount for the three months ended March 31, 2024 and 2023 was non-cash equity based compensation of $65,134 and $72,490, respectively.

For the nine months ended March 31, 2024 and 2023, salary and benefits were $1,214,742 and $961,512, respectively. This represents an increase of 26% or $253,230. Salary and benefits are comprised of cash and equity based compensation of the Company’s executive and corporate administration teams. The increase primarily reflects annual bonuses for 2023 paid to employees during the nine month period ended March 31, 2024 compared to the nine month period ended March 31, 2023. Included in the salary and benefits expense amount for the nine months ended March 31, 2024 and 2023 was non-cash equity based compensation of $168,471 and $237,037.

Directors’ Compensation

For the three month period ended March 31, 2024 and 2023, directors’ compensation expenses were $90,076 and $55,366, respectively. This represents an increase of 63%. 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, 2024 and 2023, directors' compensation expenses were $148,059 and $113,940, respectively. This represents an increase of 30%. The increase reflects higher equity based compensation recorded in the current quarter compared to the prior year’s period.

Professional Fees and General and Administration

For the three months ended March 31, 2024 and 2023, professional fees were $52,156 and $12,919, respectively. This represents an increase of $39,237. The increase was mainly due to in one-time consulting fees and legal fees incurred in the 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, 2024 and 2023, professional fees were $205,722 and $281,542, respectively. This represents a decrease of $75,820. The decrease was mainly due to the recording of audit fees for our fiscal year ended June 30, 2022 during the three months ended September 30, 2022. 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, 2024 and 2023, general and administration expenses decreased by 39% to $148,306 from $242,858. The decrease in general and administration expenses from the previous year’s comparable period was mainly due to lower insurance and travel costs.

For the nine months ended March 31, 2024 and 2023, general and administration expenses decreased by 25% to $462,951 from $616,396. The decrease in general and administration expenses from the previous year’s comparable period was mainly due to lower insurance and travel 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, 2024, we had cash and cash equivalents of $7,012,365 compared to $824,920 as at June 30, 2023. We had working capital of approximately $4,245,018. 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 March 2024, the Company established a new $3.1 million "at the market" offering program with Cantor and A.G.P./Alliance Global Partners. During the nine months ended March 31, 2024, the Company issued 4,261,515 shares under the program for net proceeds of $1,167,893. Subsequent to the period ended March 31, 2024, the Company sold 1,727,026 shares under the program for gross proceeds of $719,351.

During the month of December 2023, the Company entered into a Debenture in favor of Sprott. Pursuant to the Debenture, Sprott advanced $15,000,000 to Paramount, which will be used to fund the continued permitting of the proposed Grassy Mountain Gold Mine and for general corporate purposes. Proceeds from the Debenture were also used for the repayment of the Company’s outstanding 2019 secured convertible notes and its bridge promissory note in favor of Seabridge Gold Inc.

17


 

The main uses of cash for the nine months ended March 31, 2024 were:

Cash used in operating activities of $3,064,814 were mainly used to fund our permitting and exploration activities at our projects, salary and benefits costs of our employees and ongoing general and administration costs.
Cash used in investing activities of $100,000 for the payment on the agreement to purchase the Bald Peak claims and on the agreement to purchase the Frost claims.

In addition to cash used in operating and investing activities, the Company received cash during the nine months ended March 31, 2024 as follows:

Cash provided by financing activities of $9,352,259 which included sales under the ATM program, proceeds from the issuance of the Debenture to Sprott which were offset by the repayment of the 2019 convertible notes and Seabridge Loan.

Going Concern and Capital Resources

The 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:

$4.0 million on corporate, land claim maintenance and general expenses

We anticipate our twelve-month cash discretionary exploration and development, subject to available cash on hand as follows:

$1.8 million on the Grassy Mountain Project state and federal permitting activities
$1.7 million on the Bald Peak Project

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 14, 2024, the Company expects to fund operations as follows:

Existing cash on hand and working capital.
The existing ATM program with Cantor Fitzgerald & Co. and A.G.P./Alliance Global Partners
Insurance proceeds to fund reclamation and environmental obligations at its Sleeper Gold Project.
Equity financings or sale of royalties.

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 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.

18


 

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.

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.

19


 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable as a smaller reporting company.

20


 

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.

 

21


 

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, 2023.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

 

Item 4. Mine Safety Disclosures.

Not applicable.

 

22


 

PART IV

Item 6. Exhibits.

(a)
Index to Exhibits

 

Exhibit

Number

Description

31.1*

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*

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*

 

Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

104

 

The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, has been formatted in Inline XBRL.

 

* Filed herewith.

23


 

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.

 

Paramount Gold Nevada Corp.

Date: May 14, 2024

By:

/s/ Rachel Goldman

Rachel Goldman

Chief Executive Officer

 

Date: May 14, 2024

By:

/s/ Carlo Buffone

Carlo Buffone

Chief Financial Officer

 

 

24


 

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Rachel Goldman, certify that:

1.
I have reviewed this quarterly report on Form 10-Q for the period ended March 31, 2024 of Paramount Gold Nevada Corp.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4.
The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
5.
The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

 

Date: May 14, 2024

By:

 

/s/ Rachel Goldman

 

 

 

Rachel Goldman

 

 

 

Chief Executive Officer

 

 


 

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Carlo Buffone, certify that:

1.
I have reviewed this quarterly report on Form 10-Q for the period ended March 31, 2024 of Paramount Gold Nevada Corp.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report;
4.
The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and
5.
The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting.

 

Date: May 14, 2024

By:

 

/s/ Carlo Buffone

 

 

 

Carlo Buffone

 

 

 

Chief Financial Officer

 

 


 

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Paramount Gold Nevada Corp. (the “Company”) on Form 10-Q for the period ending March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Date: May 14, 2024

By:

 

/s/ Rachel Goldman

 

 

 

Rachel Goldman

 

 

 

Chief Executive Officer

 

 


 

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Paramount Gold Nevada Corp. (the “Company”) on Form 10-Q for the period ending March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Date: May 14, 2024

By:

 

/s/ Carlo Buffone

 

 

 

Carlo Buffone

 

 

 

Chief Financial Officer

 

 


v3.24.1.1.u2
Document and Entity Information - shares
9 Months Ended
Mar. 31, 2024
May 06, 2024
Cover [Abstract]    
Entity Registrant Name PARAMOUNT GOLD NEVADA CORP.  
Entity Central Index Key 0001629210  
Current Fiscal Year End Date --06-30  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q3  
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Mar. 31, 2024  
Trading Symbol PZG  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Shell Company false  
Entity File Number 001-36908  
Title of 12(b) Security Common Stock  
Security Exchange Name NYSEAMER  
Entity Tax Identification Number 98-0138393  
Entity Address, Address Line One 665 Anderson Street  
Entity Address, City or Town Winnemucca  
Entity Address, State or Province NV  
Entity Address, Postal Zip Code 89445  
City Area Code 775  
Local Phone Number 625-3600  
Entity Incorporation, State or Country Code NV  
Document Quarterly Report true  
Document Transition Report false  
Entity Common Stock Shares Outstanding   63,628,411
v3.24.1.1.u2
Condensed Consolidated Interim Balance Sheets (Unaudited) - USD ($)
Mar. 31, 2024
Jun. 30, 2023
Current Assets    
Cash and cash equivalents $ 7,012,365 $ 824,920
Prepaid expenses and deposits 775,671 1,472,286
Total Current Assets 7,788,036 2,297,206
Non-Current Assets    
Mineral properties 51,558,261 51,458,261
Reclamation bonds 546,176 546,176
Property and equipment 3,559 4,579
Total Non-Current Assets 52,107,996 52,009,016
Total Assets 59,896,032 54,306,222
Current Liabilities    
Accounts payable and accrued liabilities 982,503 937,219
Reclamation and environmental obligation, current portion $ 2,560,515 2,560,515
2019 convertible notes   3,614,465
2019 convertible notes, related parties   $ 658,363
Other Liability, Current, Related Party, Type [Extensible Enumeration] 2019 convertible notes, related parties 2019 convertible notes, related parties
Notes payable, related party   $ 1,579,397
Total Current Liabilities $ 3,543,018 9,349,959
Non-Current Liabilities    
Debt liability of royalty convertible debenture, net 11,413,017  
Derivative liability of royalty convertible debenture 3,038,934  
Deferred tax liability 240,043 240,043
Reclamation and environmental obligation, non-current portion 2,118,063 1,876,387
Total Non-Current Liabilities 16,810,057 2,116,430
Total Liabilities 20,353,075 11,466,389
Commitments and Contingencies (Note 12)
Stockholders' Equity    
Common stock, par value $0.01, 200,000,000 authorized shares, 61,964,970 issued and outstanding at March 31, 2024 and 200,000,000 authorized shares, 54,812,248 issued and outstanding at June 30, 2023 619,651 548,124
Additional paid in capital 118,707,864 116,613,503
Accumulated deficit (79,784,558) (74,321,794)
Total Stockholders' Equity 39,542,957 42,839,833
Total Liabilities and Stockholders' Equity $ 59,896,032 $ 54,306,222
v3.24.1.1.u2
Condensed Consolidated Interim Balance Sheets (Unaudited) (Parenthetical) - $ / shares
Mar. 31, 2024
Jun. 30, 2023
Statement of Financial Position [Abstract]    
Common stock, par value $ 0.01 $ 0.01
Common stock, shares authorized 200,000,000 200,000,000
Common stock, shares issued 61,964,970 54,812,248
Common stock, shares outstanding 61,964,970 54,812,248
v3.24.1.1.u2
Condensed Consolidated Interim Statements of Operations (Unaudited) - USD ($)
3 Months Ended 9 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Mar. 31, 2024
Mar. 31, 2023
Expenses        
Exploration $ 965,938 $ 597,315 $ 3,999,659 $ 1,902,312
Land holding costs 157,143 157,143 471,429 475,341
Professional fees 52,156 12,919 205,722 281,542
Salaries and benefits 675,952 393,219 1,214,742 961,512
Directors' compensation 90,076 55,366 148,059 113,940
General and administrative 148,306 242,858 462,951 616,396
Accretion 110,558 111,561 331,676 334,683
Total Expenses 2,200,129 1,570,381 6,834,238 4,685,726
Net Loss Before Other Expense 2,200,129 1,570,381 6,834,238 4,685,726
Other Expense (Income)        
Other income (1,088,339) (47,123) (2,391,152) (93,406)
Change in derivative liability on royalty convertible debenture 278,556   278,556  
Interest and service charges 423,699 124,502 741,122 328,141
Net Loss $ 1,814,045 $ 1,647,760 $ 5,462,764 $ 4,920,461
Loss per Common Share        
Basic $ 0.03 $ 0.03 $ 0.09 $ 0.1
Diluted $ 0.03 $ 0.03 $ 0.09 $ 0.1
Weighted Average Number of Common Shares Used in Per Share Calculations        
Basic 60,473,988 48,452,177 58,610,160 47,457,781
Diluted 60,473,988 48,452,177 58,610,160 47,457,781
v3.24.1.1.u2
Condensed Consolidated Interim Statements of Stockholders' Equity - USD ($)
Total
Common Stock
Additional Paid-In Capital
Deficit
Balance at Jun. 30, 2022 $ 46,399,750 $ 465,912 $ 113,805,101 $ (67,871,263)
Balance (in shares) at Jun. 30, 2022   46,591,081    
Stock based compensation 117,826   117,826  
Capital issued for payment of interest 160,413 $ 3,413 157,000  
Capital issued for payment of interest (in shares)   341,297    
Net loss (1,840,216)     (1,840,216)
Balance at Sep. 30, 2022 44,837,773 $ 469,325 114,079,927 (69,711,479)
Balance (in shares) at Sep. 30, 2022   46,932,378    
Balance at Jun. 30, 2022 $ 46,399,750 $ 465,912 113,805,101 (67,871,263)
Balance (in shares) at Jun. 30, 2022   46,591,081    
Stock based compensation (in shares) 425,500      
Net loss $ (4,920,461)      
Balance at Mar. 31, 2023 42,552,149 $ 492,101 114,851,772 (72,791,724)
Balance (in shares) at Mar. 31, 2023   49,209,951    
Balance at Sep. 30, 2022 44,837,773 $ 469,325 114,079,927 (69,711,479)
Balance (in shares) at Sep. 30, 2022   46,932,378    
Stock based compensation 63,005   63,005  
Capital issued for financing 158,513 $ 4,551 153,962  
Capital issued for financing (in shares)   455,099    
Net loss (1,432,485)     (1,432,485)
Balance at Dec. 31, 2022 43,626,806 $ 473,876 114,296,894 (71,143,964)
Balance (in shares) at Dec. 31, 2022   47,387,477    
Stock based compensation $ 97,515 $ 4,255 93,260  
Stock based compensation (in shares) 425,500 425,500    
Capital issued for financing $ 315,175 $ 9,387 305,788  
Capital issued for financing (in shares)   938,658    
Capital issued for payment of interest 160,413 $ 4,583 155,830  
Capital issued for payment of interest (in shares)   458,316    
Net loss (1,647,760)     (1,647,760)
Balance at Mar. 31, 2023 42,552,149 $ 492,101 114,851,772 (72,791,724)
Balance (in shares) at Mar. 31, 2023   49,209,951    
Balance at Jun. 30, 2023 $ 42,839,833 $ 548,124 116,613,503 (74,321,794)
Balance (in shares) at Jun. 30, 2023 54,812,248 54,812,248    
Stock based compensation $ 66,684   66,684  
Capital issued for financing 1,088,528 $ 35,153 1,053,375  
Capital issued for financing (in shares)   3,515,257    
Capital issued for payment of interest 160,413 $ 5,531 154,882  
Capital issued for payment of interest (in shares)   553,141    
Net loss (2,074,160)     (2,074,160)
Balance at Sep. 30, 2023 42,081,298 $ 588,808 117,888,444 (76,395,954)
Balance (in shares) at Sep. 30, 2023   58,880,646    
Balance at Jun. 30, 2023 $ 42,839,833 $ 548,124 116,613,503 (74,321,794)
Balance (in shares) at Jun. 30, 2023 54,812,248 54,812,248    
Stock based compensation (in shares) 702,000      
Net loss $ (5,462,764)      
Balance at Mar. 31, 2024 $ 39,542,957 $ 619,651 118,707,864 (79,784,558)
Balance (in shares) at Mar. 31, 2024 61,964,970 61,964,970    
Balance at Sep. 30, 2023 $ 42,081,298 $ 588,808 117,888,444 (76,395,954)
Balance (in shares) at Sep. 30, 2023   58,880,646    
Stock based compensation 43,431   43,431  
Capital issued for financing 52,124 $ 2,463 49,661  
Capital issued for financing (in shares)   246,258    
Capital issued for payment of interest 182,424 $ 5,584 176,840  
Capital issued for payment of interest (in shares)   558,430    
Net loss (1,574,559)     (1,574,559)
Balance at Dec. 31, 2023 40,784,718 $ 596,855 118,158,376 (77,970,513)
Balance (in shares) at Dec. 31, 2023   59,685,334    
Stock based compensation $ 149,210 $ 7,020 142,190  
Stock based compensation (in shares) 702,000 702,000    
Capital issued for financing $ 27,241 $ 5,000 22,241  
Capital issued for financing (in shares)   500,000    
Capital issued for payment of interest 395,833 $ 10,776 385,057  
Capital issued for payment of interest (in shares)   1,077,636    
Net loss (1,814,045)     (1,814,045)
Balance at Mar. 31, 2024 $ 39,542,957 $ 619,651 $ 118,707,864 $ (79,784,558)
Balance (in shares) at Mar. 31, 2024 61,964,970 61,964,970    
v3.24.1.1.u2
Condensed Consolidated Interim Statements of Cash Flows (Unaudited) - USD ($)
3 Months Ended 9 Months Ended 12 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Mar. 31, 2024
Mar. 31, 2023
Jun. 30, 2023
Statement of Cash Flows [Abstract]          
Net Loss     $ (5,462,764) $ (4,920,461)  
Adjustments to reconcile net loss to net cash used in operations:          
Depreciation     1,020 1,453  
Stock based compensation     259,325 278,346  
Amortization of debt issuance costs     48,368 45,272  
Non-cash interest expense     584,902 278,706  
Accretion expense $ 110,558 $ 111,561 331,676 334,683 $ 446,245
Settlement of asset retirement obligations     (90,000) (90,000)  
Change in reclamation bonds accounts       (1,200)  
Change in derivative liability 278,556   278,556    
Effect of changes in operating working capital items:          
Change in prepaid expenses     696,615 690,153  
Change in accounts payable     287,488 95,709  
Cash used in operating activities     (3,064,814) (3,287,339)  
Cash flows from investing activities:          
Purchase of mineral properties     (100,000) (80,000)  
Cash used in investing activities     (100,000) (80,000)  
Cash flows from financing activities:          
Capital issued for financing, net of share issuance costs     1,167,893 473,688  
Proceeds from royalty convertible debenture     15,000,000    
Royalty convertible debenture issuance costs     (870,111)    
Repayment of 2019 convertible notes     (4,277,690)    
Proceeds from notes payable, related parties       1,000,000  
Repayment of notes payable, related parties     (1,667,833)    
Cash provided by financing activities     9,352,259 1,473,688  
Change in cash during period     6,187,445 (1,893,651)  
Cash at beginning of period     824,920 2,484,156 2,484,156
Cash at end of period $ 7,012,365 $ 590,505 $ 7,012,365 $ 590,505 $ 824,920
v3.24.1.1.u2
Description of Business and Summary of Significant Accounting Policies
9 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Description of Business and Summary of Significant Accounting Policies

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, 2023.

Significant Accounting Policies

Please see Note 1- Description of Business and Summary of Significant Accounting Policies contained in the 2023 10-K.

In addition to the significant accounting policies contained in the 2023 10-K, we have added the following policy:

Derivative Liability

The Company reviews the terms of its convertible loans to determine whether there are embedded derivatives that are required to be bifurcated and accounted for as individual derivative financial instruments. The Company determined that a conversion feature embedded in its convertible loan is required to be accounted for separately from the convertible loan as a derivative liability and recorded at fair value and the remaining value allocated to the convertible loan 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.

v3.24.1.1.u2
Going Concern
9 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Going Concern

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.

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 14, 2024, the Company expects to fund operations as follows:

Existing cash on hand and working capital.
The existing ATM with Cantor Fitzgerald & Co. and A.G.P/Alliance Global Partners.
Insurance proceeds to fund reclamation and environmental obligations at its Sleeper Gold Project.
Equity financings and sale of royalties.

At March 31, 2024, the Company’s cash balance was $7,012,365. During the month of December 2023, the Company entered into a Secured Royalty Convertible Debenture (the “Debenture”) (Note 6) in favor of Sprott Private Resource Streaming and Royalty (US Collector), LP, as agent for itself and certain affiliates (collectively, “Sprott”). Pursuant to the Debenture, Sprott advanced $15,000,000 to Paramount, which will be used to fund the continued permitting of the proposed Grassy Mountain Gold Mine and for general corporate purposes. Proceeds from the Debenture were also used for the repayment of the Company’s outstanding 2019 secured convertible notes and notes payable, related parties. After the repayment of debt and transaction costs the net proceeds available to the Company after the Sprott transaction were $8,369,602.

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.

v3.24.1.1.u2
Fair Value Measurements
9 Months Ended
Mar. 31, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurements

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, accounts payable, accrued liabilities, notes payable, the royalty conversion option on the Debenture (see Note 6) and convertible debt. Due to their short maturity of our cash, accounts payable, notes payable and accrued liabilities, we believe that their carrying amounts approximate fair value as of March 31, 2024 and June 30, 2023.

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 period ended March 31, 2024, the fair value derivative liability increased by $278,556 and it was recorded in Other expenses on the Consolidated Statement of Operations.

As of March 31, 2024, the Royalty conversion feature is recorded at $3,038,934 (December 31, 2023 - $2,760,378) and is valued based on Level 3 inputs. Several steps were used to calculate the fair value of the Royalty conversion feature on the Debenture. First, the gross revenue estimates from the Company's 2022 Technical Report Summary on the Grassy Mountain Project, Oregon U.S.A

with an effective date of June 30, 2022 served as a basis for calculating the annual gross royalty amounts, utilizing the Royalty Agreement's royalty rate of 4.75% for the life of the mine The annual royalty amounts were discounted using a long term stock market rate of return of 10%. Second, a Black-Scholes model was used to calculate the fair value of the conversion option. The key assumptions in valuing the royalty conversion option derivative include:



March 31, 2024

 

 

December 31, 2023

 

Cumulative present value of royalty stream

$

14,344,813

 

 

$

13,993,580

 

Conversion threshold is set as the value of the Debenture

$

15,000,000

 

 

$

15,000,000

 

Term in years

4.74

 

 

5

 

Volatility (A five year portfolio volatility of gold and silver, weighted by relative value in the project, is used as the historical volatility for the royalty stream)

 

16.21

%

 

 

16.24

%

Risk-Free Rate (Derived from a term-matched coupon risk-free interest rate derived from the Treasury Constant Maturities yield curve)

 

4.13

%

 

 

3.69

%

Dividend yield1

 

0

%

 

 

0

%

 

1.
Dividend yield is set to 0% as no value of the royalty is lost given that production is assumed to begin in year 5
v3.24.1.1.u2
Non-Cash Transactions
9 Months Ended
Mar. 31, 2024
Nonmonetary Transactions [Abstract]  
Non-Cash Transactions

Note 4. Non-Cash Transactions

For the nine months ended March 31, 2024, the Company issued 2,189,207 shares of common stock for payment of interest accrued on its outstanding 2019 Convertible Notes and Royalty Convertible Debenture with a fair value of $738,670. The total amount of shares issued for the period ended March 31, 2024 were comprised of 1,111,571 shares issued for the 2019 Convertible Notes with a fair value of $342,837 and 1,077,636 shares issued for the Royalty Convertible Debenture with a fair value of $395,833.

For the nine months ended March 31, 2023, the Company issued 799,613 shares of common stock for payment of interest accrued on its outstanding 2019 Convertible Notes with a fair value of $320,826.

v3.24.1.1.u2
Capital Stock
9 Months Ended
Mar. 31, 2024
Equity [Abstract]  
Capital Stock

Note 5. Capital Stock

Authorized Capital

Authorized capital stock consists of 200,000,000 common shares with par value of $0.01 per common share as of March 31, 2024 (June 30, 2023200,000,000 common shares with par value $0.01 per common share).

For the three months ended March 31, 2024, the Company issued 500,000 shares of common stock from its ATM program for gross proceeds of $182,500. On-time legal expenses and commissions related to the ATM program for the period amounted to $155,259 resulting in net proceeds of $27,241 and issued 1,077,636 shares of common stock for payment of interest accrued (Note 6) with a fair value of $395,833. The Company also issued 702,000 shares related to awards made under its equity compensation plans.

For the three months ended March 31, 2023, the Company issued 341,297 shares of common stock for payment of interest accrued (Note 6) with a fair value of $160,413. The Company also issued 425,500 shares related to awards made under its equity compensation plans.

For the nine months ended March 31, 2024, the Company issued 4,261,515 shares of common stock from its ATM program for net proceeds of $1,167,893. One-time legal and commissions related to the ATM program for the period amounted to $382,065. We also issued 2,189,207 shares of common stock for payment of interest accrued (Note 6) with a fair value of $738,670. The Company also issued 702,000 shares related to awards made under its equity compensation plans.

For the nine months ended March 31, 2023, the Company issued 1,393,757 shares of common stock from its ATM program for net proceeds of $473,688 and issued 799,613 shares of common stock for payment of interest accrued (Note 6) with a fair value of $320,826. The Company also issued 425,500 shares related to awards made under its equity compensation plans.

 

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 5.5 million shares of common stock.

Total stock-based compensation for the nine months ended March 31, 2024 and 2023 were $259,325 and $278,346, respectively.

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 5 years. To better align the interests of its key executives, employees and directors with those of its shareholders a significant portion of those share option awards will vest contingent upon meeting certain stock price appreciation

performance goals and other performance conditions. Option and share awards provide for accelerated vesting if there is a change in control (as defined in the Stock Incentive and Compensation Plans).

For the nine months ended March 31, 2024, the Company did not grant stock options (Nine months ended March 31, 2023 – 50,000).

The fair value for these options were calculated using the Black-Scholes option valuations method. The weighted average assumptions used were as follows:

 

 

 

Nine Months Ended March 31, 2024

 

Nine Months Ended March 31, 2023

 

Weighted average risk-free interest rate

 

N/A

 

 

2.79

%

Weighted-average volatility

 

N/A

 

 

58

%

Expected dividends

 

N/A

 

0

 

Weighted average expected term (years)

 

N/A

 

5

 

Weighted average fair value

 

N/A

 

$

0.19

 

For the three months ended March 31, 2024, share-based compensation expense relating to service condition options and performance condition options was $nil and $974, respectively (2023 -$nil and $2,337).

For the nine months ended March 31, 2024, share-based compensation expense relating to service condition options and performance condition options was $nil and $3,643, respectively (2023 -$12,021 and $9,690).

A summary of stock option activity under the Stock Incentive and Compensation Plans as of March 31, 2024 is presented below:

Options

 

Options

 

 

Weighted
Average
Exercise
Price

 

 

Weighted-
Average Remaining
Contractual Term (Years)

 

 

Aggregate
Intrinsic
Value

 

Outstanding at June 30, 2022

 

 

1,808,995

 

 

$

1.14

 

 

 

2.42

 

 

$

 

Granted

 

 

50,000

 

 

 

0.60

 

 

 

4.00

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited or expired

 

 

(453,995

)

 

 

1.37

 

 

 

 

 

 

 

Outstanding at June 30, 2023

 

 

1,405,000

 

 

$

1.05

 

 

 

2.06

 

 

$

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited or expired

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at March 31, 2024

 

 

1,405,000

 

 

$

1.05

 

 

 

1.31

 

 

$

 

Exercisable at March 31, 2024

 

 

946,664

 

 

$

1.05

 

 

 

1.38

 

 

$

 

 

A summary of the status of Paramount’s non-vested options at March 31, 2024 is presented below:

 

Non-vested Options

 

Options

 

 

Weighted-
Average
Grant-
Date Fair Value

 

Non-vested at June 30, 2022

 

 

657,333

 

 

$

0.55

 

Granted

 

 

50,000

 

 

 

0.19

 

Vested

 

 

(95,002

)

 

 

0.41

 

Forfeited or expired

 

 

(153,995

)

 

 

0.82

 

Non-vested at June 30, 2023

 

 

458,336

 

 

$

0.47

 

Granted

 

 

 

 

 

 

Vested

 

 

 

 

 

 

Forfeited or expired

 

 

 

 

 

 

Non-vested at March 31, 2024

 

 

458,336

 

 

$

0.47

 

 

As of March 31, 2024, there was approximately $4,531 of unamortized stock-based compensation expense related to non-vested stock options outstanding. The expenses are expected to be recognized over a weighted-average period of 0.95 years. The total fair value of stock based compensation that vested related to outstanding stock options during the nine months ended March 31, 2024 and 2023, was nil and $16,873, respectively.

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, 2024 and 2023, the Company granted 1,360,000 and 630,000 RSUs respectively.

For the three months ended March 31, 2024, share-based compensation expenses related to service condition RSUs and performance condition RSUs was $82,001 and $32,865, respectively (2023 - $43,896 and $28,262).

For the nine months ended March 31, 2024, share-based compensation expenses related to service condition RSUs and performance condition RSUs was $158,308 and $64,003, respectively (2023 - $117,116 and $116,971).

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, 2022

 

 

701,000

 

 

$

0.65

 

Granted

 

 

630,000

 

 

 

0.30

 

Vested

 

 

(350,500

)

 

 

0.65

 

Forfeited

 

 

 

 

 

 

Outstanding at June 30, 2023

 

 

980,500

 

 

$

0.43

 

Granted

 

 

1,360,000

 

 

 

0.28

 

Vested

 

 

(615,500

)

 

 

0.42

 

Forfeited

 

 

 

 

 

 

Outstanding at March 31, 2024

 

 

1,725,000

 

 

$

0.31

 

 

As of March 31, 2024, there was approximately $320,736 of unamortized stock-based compensation expense related to outstanding RSUs. The expenses are expected to be recognized over the remaining weighted-average vesting periods of 1.56 years.

v3.24.1.1.u2
Convertible Debt
9 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
Convertible Debt

Note 6. Convertible 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 $15,000,000. The Debenture bears an interest rate of 10% per annum, which, at Paramount’s discretion, will be payable in cash or shares of its common stock at a 7% discount to the 10-day volume weighted average price ("VWAP") from the scheduled date of payment of interest. The Debenture may be repaid in cash or is convertible into a gross revenue royalty (the “Royalty") of 4.75% of the gold and silver produced from the proposed Grassy Mountain Gold Mine. The Debenture may be repaid in cash or through the issuance of the Royalty at the earlier of the commencement of commercial production or five years from the Debenture closing date. The conversion to the Royalty is at Sprott's sole discretion. Paramount may elect to repay the Debenture by providing 20 business day written notice, in cash only and in whole prior to its maturity at a price equal to the sum of the principal amount plus all accrued and unpaid interest plus a prepayment interest premium of equal to 36 months of interest less interest paid prior to the date of prepayment. Upon a sale of the Sleeper Gold Project, Sprott can elect to have a portion of the Debenture repaid with proceeds from the sale. In the event of default, the debenture will accrue interest at 13% per annum. In connection with the issuance of the Debenture, the Company incurred $870,111 of debt issuance costs which will be reflected as a discount on the Debenture. Unamortized debt issuance costs will be amortized over the five year term of the Debenture and recorded as an interest expense in the Consolidated Statement of Operations.

If the Royalty is issued, Paramount has the option to buy back 50% of the Royalty by paying either $11.25 million on the second (2nd) anniversary of the Royalty or $12.375 million on the third (3rd) anniversary. The Company’s obligations under the Debenture are secured by a pledge of the assets of the Company and its subsidiaries, including without limitation by deeds of trust with respect to the Grassy Mountain project and the Company’s Nevada property, Sleeper. The Company is required to maintain a positive cash balance at all times and shall maintain a positive adjusted working capital amount at the end of each fiscal quarter commencing with the fiscal quarter March 31, 2024. At March 31, 2024, Paramount was in compliance with these loan covenants.

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 $3,038,934 at March 31, 2024 and $2,760,378 at December 31, 2023 and at issuance December 27, 2023 (Note 3).

At March 31, 2024 and December 31, 2023, the Debenture consisted of the following:

 

 

 

 

 

 

 

 

 

March 31, 2024

 

 

December 31, 2023

 

 

 

 

 

 

Debt liability of royalty convertible debenture before issuance costs

 

$

12,239,622

 

 

 

$

12,239,622

 

Less: unamortized issuance costs

 

(826,605

)

 

 

 

(870,111

)

Net debt liability of royalty convertible debenture

 

 

 

11,413,017

 

 

 

 

11,369,511

 

Derivative liability of royalty convertible debenture

 

 

 

3,038,934

 

 

 

 

2,760,378

 

 

 

$

14,451,951

 

 

 

$

14,129,889

 

 

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. If the cash equivalent value (with the value of any non-cash consideration of any third party offer (the “Third Party Consideration”) exceeds $60,000,000 then Sprott shall have the right to buy a percentage interest of the Mineral Interest equal to the percentage that $60,000,000 is to the Third Party Consideration (the “Proportionate Mineral Interest”). If the Third Party Consideration equals or is less than $60,000,000, Sprott shall have the right to buy the entire Mineral Interest subject to such third party offer.

 

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 $60,000,000 upon the exercise by Sprott of its rights pursuant to the ROFR; and (iii) the closing of a purchase transaction between us and third party in respect of a Mineral Interest for a purchase price in excess of $60,000,000 where Sprott does not exercise its right of first refusal pursuant to the ROFR.

 

 

2019 Senior Secured Convertible Notes

 

 

Debt

 

 

 

March 31, 2024

 

 

June 30, 2023

 

Current

 

Non-Current

 

Current

 

Non-Current

 

2019 Secured Convertible Notes

$

 

 

 

$

4,277,690

 

$

 

Less: unamortized discount and issuance costs

 

 

 

 

 

(4,862

)

 

 

 

$

 

$

 

$

4,272,828

 

$

 

 

In September 2019, the Company completed a private offering of 5,478 Senior Secured Convertible Notes (“2019 Convertible Notes”) at $975 per $1,000 face amount due in 2023. Each 2019 Convertible Note will bear an interest rate of 7.5% per annum, payable semi-annually. In September 2023, the maturity of the 2019 Convertible Notes was extended to the earlier of September 30, 2024 or the date of funding of the transaction contemplated by a non-binding term sheet between the Company and Sprott Resource and Streaming Royalty Corp and the annual interest rate increased to 12% commencing on October 1, 2023. As of September 30, 2023, the effective interest rate of the 2019 Convertible Notes is 9.24%. The principal amount of the 2019 Convertible Notes will be convertible at a price of $1.00 per share of Paramount common stock. Unamortized discount and issuance costs of $275,883 will be amortized as an additional interest expense over the four year term of the 2019 Convertible Notes. For the nine months ended March 31, 2024 and 2023, the Company amortized $4,862 and $30,402 of discount and issuance costs. At any point after the second anniversary of the issuance of the convertible notes, Paramount may force conversion if the share price of its common stock remains above $1.75 for 20 consecutive trading days. The convertible notes are secured by a lien on all assets of the Company and the Company is required to maintain a cash balance of $250,000. During December 2023, all 2019 Convertible Notes outstanding were repaid by the Company.

v3.24.1.1.u2
Notes Payable, Related Party
9 Months Ended
Mar. 31, 2024
Notes Payable [Abstract]  
Notes Payable, Related Party

Note 7. Notes Payable, Related Party

On December 9, 2022, the Company issued a Bridge Promissory Note (the "Note") to Seabridge, an entity affiliated with the Chairman of our Board of Directors, Rudi Fronk, and an owner of approximately 4.4% of our outstanding common stock, pursuant to which the Company may borrow, in one or more advances, the principal amount of up to $1,500,000 (the "Loan"). The Loan bears

interest at a per annum rate of 12%, payable upon maturity or prepayment, and matures on the earlier of November 30, 2023 or the date of funding of transaction as described below. The Company has the right to prepay the Loan, in whole or in part, at any time without penalty.

During the period ended September 30, 2023, an agreement between the Company and Seabridge was reached to extend the maturity of the Note to the earlier of November 30, 2023 or the date of funding of the transaction contemplated by a non-binding term sheet between the Company and Sprott Resource and Streaming Royalty Corp and increase the per annum interest rate of the Loan to 13% commencing on October 1, 2023.

During December 2023, the Company repaid the balance of the loan including accrued interest in the amount of $1,667,833.

v3.24.1.1.u2
Mineral Properties
9 Months Ended
Mar. 31, 2024
Mineral Industries Disclosures [Abstract]  
Mineral Properties

Note 8. Mineral Properties

The Company has capitalized acquisition costs on mineral properties as follows:

 

 

March 31, 2024

 

 

June 30, 2023

 

Sleeper and other Nevada based Projects

 

$

28,222,533

 

 

$

28,172,533

 

Grassy Mountain and other Oregon based Projects

 

 

23,335,728

 

 

 

23,285,728

 

 

 

$

51,558,261

 

 

$

51,458,261

 

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.

Other Nevada Based Projects:

For the nine month period ended March 31, 2024, the Company made a payment to Nevada Select in the amount of $50,000 under its option agreement to purchase the Bald Peak claims located in Nevada and also made a payment to Nevada Select in the amount of $50,000 under its option agreement to purchase the Frost claims located in Oregon.

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 nine months ended March 31, 2024 and 2023, 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.

v3.24.1.1.u2
Reclamation and Environmental
9 Months Ended
Mar. 31, 2024
Environmental Remediation Obligations [Abstract]  
Reclamation and Environmental

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 March 31, 2024 is $546,176 (June 30, 2023 - $546,176).

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 $3,725,110. These costs are expected to be incurred between the calendar years 2024 and 2060. At March 31, 2024, Paramount has also estimated undiscounted reclamation cost as required by the NDEP to be $4,600,515. These costs include on-going monitoring and new requests from the NDEP to convert three processing ponds from the historical operations to evaporation cell ponds by the end of calendar year 2023. It is expected that NDEP will inspect and sign-off on the completed evaporation cell pond work in first half of the calendar year 2024. These costs are expected to be incurred between calendar years 2024 and 2039. The sum of expected costs by year are discounted using the Company’s credit adjusted risk free interest rate from the time it expects to pay for the reclamation to the time it incurs the obligation. The asset retirement obligation for the Sleeper Gold Project recorded on the balance sheet is equal to the present value of the estimated reclamation costs as required by both the BLM and NDEP.

The following variables were used in the calculation for the periods ending March 31, 2024 and June 30, 2023:

 

 

 

Nine Months Ended
March 31, 2024

 

 

Year Ended June 30, 2023

 

Weighted-average credit adjusted risk free rate

 

 

9.93

%

 

 

9.93

%

Weighted-average inflation rate

 

 

2.49

%

 

 

2.49

%

 

Changes to the Company’s reclamation and environmental costs for the Sleeper Gold Mine for the nine month period ended March 31, 2024 and the year ended June 30, 2023 are as follows:

 

 

 

Nine Months Ended
March 31, 2024

 

 

Year Ended June 30, 2023

 

Balance at beginning of period

 

$

4,436,902

 

 

$

4,475,270

 

Accretion expense

 

 

331,676

 

 

 

446,245

 

Additions and change in estimates

 

 

 

 

 

(364,612

)

Settlements

 

 

(90,000

)

 

 

(120,001

)

Balance at end of period

 

$

4,678,578

 

 

$

4,436,902

 

 

The balance of the reclamation and environmental obligation of $$4,678,578 at March 31, 2024 (June 30, 2023 -$4,436,902) is comprised of a current portion of $2,560,515 (June 30, 2023 -$2,560,515) and a non-current portion of $2,118,063 (June 30, 2023 - $1,876,387).

The Company recorded an accretion expense for the three and nine months ended March 31, 2024 of $110,558 and $331,676 (2023 - $111,561 and $334,683).

v3.24.1.1.u2
Other Income
9 Months Ended
Mar. 31, 2024
Component of Operating Income [Abstract]  
Other Income

Note 10. Other Income

The Company’s other income details for the three and nine months ended March 31, 2024 and 2023 were as follows:

 

 

Three Months Ended March 31, 2024

 

 

Three Months Ended March 31, 2023

 

 

Nine Months Ended
March 31, 2024

 

 

Nine Months Ended
March 31, 2023

 

Re-imbursement of reclamation costs

 

$

1,088,339

 

 

$

47,123

 

 

$

2,381,272

 

 

$

87,431

 

Leasing of water rights to third party

 

 

 

 

 

 

 

 

6,095

 

 

 

5,975

 

Restitution payment

 

 

 

 

 

 

 

 

3,785

 

 

 

 

Total

 

$

1,088,339

 

 

$

47,123

 

 

$

2,391,152

 

 

$

93,406

 

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.

v3.24.1.1.u2
Segmented Information
9 Months Ended
Mar. 31, 2024
Segment Reporting [Abstract]  
Segmented Information

Note 11. 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, 2024:

 

 

 

Exploration and Development 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

 

Sleeper Gold Project and other Nevada based Projects

 

$

361,222

 

 

$

2,828,825

 

 

$

118,765

 

 

$

356,294

 

Grassy Mountain Project and other Oregon based Projects

 

 

604,716

 

 

 

1,170,834

 

 

 

38,378

 

 

 

115,135

 

 

 

$

965,938

 

 

$

3,999,659

 

 

$

157,143

 

 

$

471,429

 

 

Expenses by material project for the three and nine months ended March 31, 2023:

 

 

 

Exploration and Development Expenses

 

 

Land Holding Costs

 

 

 

Three Months Ended March 31, 2023

 

 

Nine Months Ended March 31, 2023

 

 

Three Months Ended March 31, 2023

 

 

Nine Months Ended March 31, 2023

 

Sleeper Gold Project and other Nevada based Projects

 

$

182,626

 

 

$

794,402

 

 

$

118,765

 

 

$

360,206

 

Grassy Mountain Project and other Oregon based Projects

 

 

414,689

 

 

 

1,107,910

 

 

 

38,378

 

 

 

115,135

 

 

 

$

597,315

 

 

$

1,902,312

 

 

$

157,143

 

 

$

475,341

 

 

Carrying values of mineral properties by material projects:

 

 

As of March 31, 2024

 

 

As of June 30, 2023

 

 

 

 

 

Sleeper Gold Project and other Nevada based Projects

 

$

28,222,533

 

 

$

28,172,533

 

 

 

 

 

Grassy Mountain Project and other Oregon based Projects

 

 

23,335,728

 

 

 

23,285,728

 

 

 

 

 

 

 

$

51,558,261

 

 

$

51,458,261

 

 

 

 

 

Additional operating expenses incurred by the Company are treated as corporate overhead with the exception of accretion expense which is discussed in Note 9.

v3.24.1.1.u2
Commitments and Contingencies
9 Months Ended
Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 12. Commitments and Contingencies

Other Commitments

Paramount has an agreement to acquire 44 mining claims (“Cryla Claims”) covering 589 acres located immediately to the west of the proposed Grassy Mountain site from Cryla LLC. Paramount is obligated to make annual lease payments of $60,000 per year until 2033 with an option to purchase the Cryla Claims for $560,000 at any time. The term of the agreement is 25 years and commenced in 2018. In the event Paramount exercises its option to acquire the Cryla Claims, all annual payments shall be credited against a production royalty that will be based on a prevailing price of the metals produced from the Cryla Claims. The royalty rate ranges between 2% and 4% based on the daily price of gold. The agreement with Cryla can be terminated by Paramount at any time. All lease payments under the agreement are up-to-date and no other payments were made during the nine month period ended March 31, 2024. The Cryla Claims are without known mineral reserves and there is no current exploratory work being performed.

Paramount has an agreement with Nevada Select Royalty to purchase 100% of the Frost Project, which consists of 40 mining claims located approximately 12 miles west of its Grassy Mountain Project. A total consideration of $250,000 payable to Nevada Select will be based on certain events over time. Nevada Select will retain a 2% NSR on the Frost Claims and Paramount has the right to reduce the NSR to 1% for a payment of $1 million. For the nine month period ended March 31, 2024, all required payments under the agreement are up-to-date. The Frost Claims are without known mineral reserves.

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 $300,000. Payments under the agreement will be based on achieving certain events over time. Upon signing the agreement Paramount made a payment to Nevada Select of $20,000. During the nine month period ended March 31, 2024, a payment was made to Nevada Select for $50,000 under the terms of the agreement. All payments under the agreement are up to date as of March 31, 2024. The Bald Peak Claims are without known mineral reserves.

Seabridge Gold Inc. ("Seabridge") holds a Net Profit Interest ("NPI") put option in which during the 30-day period immediately following the day that the Company has delivered notice to Seabridge that a positive production decision has been made and construction financing has been secured with respect to the Grassy Mountain Project, Seabridge may cause the Company to purchase the NPI for CDN$10,000,000. If Seabridge exercises the right to cause the Company to purchase the NPI, the Company would likely need to seek additional equity or other financing to fund the purchase, which financing may not be available to the Company on favorable terms or at all. As of March 31, 2024, Seabridge holds approximately 4.4% of the outstanding common stock of the Company and three members of Paramount's board of directors are either officers or directors of Seabridge.
v3.24.1.1.u2
Subsequent Events
9 Months Ended
Mar. 31, 2024
Subsequent Events [Abstract]  
Subsequent Events

Note 13. Subsequent Events

The Company sold 1,727,026 shares under its at the market program for gross proceeds of $719,351.

The Company also issued 7,500 shares upon the exercise of RSUs under its equity compensation plans.

v3.24.1.1.u2
Description of Business and Summary of Significant Accounting Policies (Policies)
9 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Basis of Presentation and Preparation

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, 2023.

Significant Accounting Policies

Significant Accounting Policies

Please see Note 1- Description of Business and Summary of Significant Accounting Policies contained in the 2023 10-K.

Derivative Liability

Derivative Liability

The Company reviews the terms of its convertible loans to determine whether there are embedded derivatives that are required to be bifurcated and accounted for as individual derivative financial instruments. The Company determined that a conversion feature embedded in its convertible loan is required to be accounted for separately from the convertible loan as a derivative liability and recorded at fair value and the remaining value allocated to the convertible loan 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.

v3.24.1.1.u2
Fair Value Measurements (Tables)
9 Months Ended
Mar. 31, 2024
Fair Value Disclosures [Abstract]  
Summary of Key Assumptions in Valuing the Royalty Conversion Option Derivative The key assumptions in valuing the royalty conversion option derivative include:



March 31, 2024

 

 

December 31, 2023

 

Cumulative present value of royalty stream

$

14,344,813

 

 

$

13,993,580

 

Conversion threshold is set as the value of the Debenture

$

15,000,000

 

 

$

15,000,000

 

Term in years

4.74

 

 

5

 

Volatility (A five year portfolio volatility of gold and silver, weighted by relative value in the project, is used as the historical volatility for the royalty stream)

 

16.21

%

 

 

16.24

%

Risk-Free Rate (Derived from a term-matched coupon risk-free interest rate derived from the Treasury Constant Maturities yield curve)

 

4.13

%

 

 

3.69

%

Dividend yield1

 

0

%

 

 

0

%

 

1.
Dividend yield is set to 0% as no value of the royalty is lost given that production is assumed to begin in year 5
v3.24.1.1.u2
Capital Stock (Tables)
9 Months Ended
Mar. 31, 2024
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Summary of Stock Option Activity Under Stock Incentive and Compensation Plans

A summary of stock option activity under the Stock Incentive and Compensation Plans as of March 31, 2024 is presented below:

Options

 

Options

 

 

Weighted
Average
Exercise
Price

 

 

Weighted-
Average Remaining
Contractual Term (Years)

 

 

Aggregate
Intrinsic
Value

 

Outstanding at June 30, 2022

 

 

1,808,995

 

 

$

1.14

 

 

 

2.42

 

 

$

 

Granted

 

 

50,000

 

 

 

0.60

 

 

 

4.00

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited or expired

 

 

(453,995

)

 

 

1.37

 

 

 

 

 

 

 

Outstanding at June 30, 2023

 

 

1,405,000

 

 

$

1.05

 

 

 

2.06

 

 

$

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited or expired

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at March 31, 2024

 

 

1,405,000

 

 

$

1.05

 

 

 

1.31

 

 

$

 

Exercisable at March 31, 2024

 

 

946,664

 

 

$

1.05

 

 

 

1.38

 

 

$

 

Summary of Status of Non-Vested Options

A summary of the status of Paramount’s non-vested options at March 31, 2024 is presented below:

 

Non-vested Options

 

Options

 

 

Weighted-
Average
Grant-
Date Fair Value

 

Non-vested at June 30, 2022

 

 

657,333

 

 

$

0.55

 

Granted

 

 

50,000

 

 

 

0.19

 

Vested

 

 

(95,002

)

 

 

0.41

 

Forfeited or expired

 

 

(153,995

)

 

 

0.82

 

Non-vested at June 30, 2023

 

 

458,336

 

 

$

0.47

 

Granted

 

 

 

 

 

 

Vested

 

 

 

 

 

 

Forfeited or expired

 

 

 

 

 

 

Non-vested at March 31, 2024

 

 

458,336

 

 

$

0.47

 

Summary of RSUs Activity

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, 2022

 

 

701,000

 

 

$

0.65

 

Granted

 

 

630,000

 

 

 

0.30

 

Vested

 

 

(350,500

)

 

 

0.65

 

Forfeited

 

 

 

 

 

 

Outstanding at June 30, 2023

 

 

980,500

 

 

$

0.43

 

Granted

 

 

1,360,000

 

 

 

0.28

 

Vested

 

 

(615,500

)

 

 

0.42

 

Forfeited

 

 

 

 

 

 

Outstanding at March 31, 2024

 

 

1,725,000

 

 

$

0.31

 

Black-Scholes option valuation model  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Schedule of Fair Value of Options Calculated Using Black-Scholes Option Valuations Method

The fair value for these options were calculated using the Black-Scholes option valuations method. The weighted average assumptions used were as follows:

 

 

 

Nine Months Ended March 31, 2024

 

Nine Months Ended March 31, 2023

 

Weighted average risk-free interest rate

 

N/A

 

 

2.79

%

Weighted-average volatility

 

N/A

 

 

58

%

Expected dividends

 

N/A

 

0

 

Weighted average expected term (years)

 

N/A

 

5

 

Weighted average fair value

 

N/A

 

$

0.19

 

v3.24.1.1.u2
Convertible Debt (Tables)
9 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
Summary of Debentures

At March 31, 2024 and December 31, 2023, the Debenture consisted of the following:

 

 

 

 

 

 

 

 

 

March 31, 2024

 

 

December 31, 2023

 

 

 

 

 

 

Debt liability of royalty convertible debenture before issuance costs

 

$

12,239,622

 

 

 

$

12,239,622

 

Less: unamortized issuance costs

 

(826,605

)

 

 

 

(870,111

)

Net debt liability of royalty convertible debenture

 

 

 

11,413,017

 

 

 

 

11,369,511

 

Derivative liability of royalty convertible debenture

 

 

 

3,038,934

 

 

 

 

2,760,378

 

 

 

$

14,451,951

 

 

 

$

14,129,889

 

Summary of Convertible Debt

 

Debt

 

 

 

March 31, 2024

 

 

June 30, 2023

 

Current

 

Non-Current

 

Current

 

Non-Current

 

2019 Secured Convertible Notes

$

 

 

 

$

4,277,690

 

$

 

Less: unamortized discount and issuance costs

 

 

 

 

 

(4,862

)

 

 

 

$

 

$

 

$

4,272,828

 

$

 

v3.24.1.1.u2
Mineral Properties (Tables)
9 Months Ended
Mar. 31, 2024
Mineral Industries Disclosures [Abstract]  
Capitalized Acquisition Costs on Mineral Properties

The Company has capitalized acquisition costs on mineral properties as follows:

 

 

March 31, 2024

 

 

June 30, 2023

 

Sleeper and other Nevada based Projects

 

$

28,222,533

 

 

$

28,172,533

 

Grassy Mountain and other Oregon based Projects

 

 

23,335,728

 

 

 

23,285,728

 

 

 

$

51,558,261

 

 

$

51,458,261

 

v3.24.1.1.u2
Reclamation and Environmental (Tables)
9 Months Ended
Mar. 31, 2024
Environmental Remediation Obligations [Abstract]  
Schedule of Variables of Weighted Average

The following variables were used in the calculation for the periods ending March 31, 2024 and June 30, 2023:

 

 

 

Nine Months Ended
March 31, 2024

 

 

Year Ended June 30, 2023

 

Weighted-average credit adjusted risk free rate

 

 

9.93

%

 

 

9.93

%

Weighted-average inflation rate

 

 

2.49

%

 

 

2.49

%

Changes to Reclamation and Environmental Costs

Changes to the Company’s reclamation and environmental costs for the Sleeper Gold Mine for the nine month period ended March 31, 2024 and the year ended June 30, 2023 are as follows:

 

 

 

Nine Months Ended
March 31, 2024

 

 

Year Ended June 30, 2023

 

Balance at beginning of period

 

$

4,436,902

 

 

$

4,475,270

 

Accretion expense

 

 

331,676

 

 

 

446,245

 

Additions and change in estimates

 

 

 

 

 

(364,612

)

Settlements

 

 

(90,000

)

 

 

(120,001

)

Balance at end of period

 

$

4,678,578

 

 

$

4,436,902

 

v3.24.1.1.u2
Other Income (Tables)
9 Months Ended
Mar. 31, 2024
Component of Operating Income [Abstract]  
Other Income Details

The Company’s other income details for the three and nine months ended March 31, 2024 and 2023 were as follows:

 

 

Three Months Ended March 31, 2024

 

 

Three Months Ended March 31, 2023

 

 

Nine Months Ended
March 31, 2024

 

 

Nine Months Ended
March 31, 2023

 

Re-imbursement of reclamation costs

 

$

1,088,339

 

 

$

47,123

 

 

$

2,381,272

 

 

$

87,431

 

Leasing of water rights to third party

 

 

 

 

 

 

 

 

6,095

 

 

 

5,975

 

Restitution payment

 

 

 

 

 

 

 

 

3,785

 

 

 

 

Total

 

$

1,088,339

 

 

$

47,123

 

 

$

2,391,152

 

 

$

93,406

 

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.

v3.24.1.1.u2
Segmented Information (Tables)
9 Months Ended
Mar. 31, 2024
Segment Reporting [Abstract]  
Schedule of Expenses by Material Project and Carrying Values of Mineral Properties by Material Projects

Expenses by material project for the three and nine months ended March 31, 2024:

 

 

 

Exploration and Development 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

 

Sleeper Gold Project and other Nevada based Projects

 

$

361,222

 

 

$

2,828,825

 

 

$

118,765

 

 

$

356,294

 

Grassy Mountain Project and other Oregon based Projects

 

 

604,716

 

 

 

1,170,834

 

 

 

38,378

 

 

 

115,135

 

 

 

$

965,938

 

 

$

3,999,659

 

 

$

157,143

 

 

$

471,429

 

 

Expenses by material project for the three and nine months ended March 31, 2023:

 

 

 

Exploration and Development Expenses

 

 

Land Holding Costs

 

 

 

Three Months Ended March 31, 2023

 

 

Nine Months Ended March 31, 2023

 

 

Three Months Ended March 31, 2023

 

 

Nine Months Ended March 31, 2023

 

Sleeper Gold Project and other Nevada based Projects

 

$

182,626

 

 

$

794,402

 

 

$

118,765

 

 

$

360,206

 

Grassy Mountain Project and other Oregon based Projects

 

 

414,689

 

 

 

1,107,910

 

 

 

38,378

 

 

 

115,135

 

 

 

$

597,315

 

 

$

1,902,312

 

 

$

157,143

 

 

$

475,341

 

 

Carrying values of mineral properties by material projects:

 

 

As of March 31, 2024

 

 

As of June 30, 2023

 

 

 

 

 

Sleeper Gold Project and other Nevada based Projects

 

$

28,222,533

 

 

$

28,172,533

 

 

 

 

 

Grassy Mountain Project and other Oregon based Projects

 

 

23,335,728

 

 

 

23,285,728

 

 

 

 

 

 

 

$

51,558,261

 

 

$

51,458,261

 

 

 

 

 

Additional operating expenses incurred by the Company are treated as corporate overhead with the exception of accretion expense which is discussed in Note 9.

v3.24.1.1.u2
Going Concern - Additional Information (Details) - USD ($)
1 Months Ended 9 Months Ended
Dec. 31, 2023
Mar. 31, 2024
Jun. 30, 2023
Product Information [Line Items]      
Cash and cash equivalents   $ 7,012,365 $ 824,920
Proceeds from debenture $ 15,000,000    
Net proceeds from repayment of debt and transaction costs   $ 8,369,602  
v3.24.1.1.u2
Fair Value Measurements - Additional Information (Details) - USD ($)
3 Months Ended 9 Months Ended
Mar. 31, 2024
Mar. 31, 2024
Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Change in derivative liability on royalty convertible debenture $ 278,556 $ 278,556  
Level 3 | Fair Value, Recurring      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Royalty conversion option value $ 3,038,934 $ 3,038,934 $ 2,760,378
Annual gross royalty amounts, rate 4.75% 4.75%  
Annual royalty value long term stock market rate of return 10.00% 10.00%  
v3.24.1.1.u2
Fair Value Measurements - Summary of Key Assumptions in Valuing the Royalty Conversion Option Derivative (Details) - Level 3 - Fair Value, Recurring
Mar. 31, 2024
USD ($)
yr
Dec. 31, 2023
USD ($)
yr
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cumulative present value of royalty $ 14,344,813 $ 13,993,580
Conversion threshold value $ 15,000,000 $ 15,000,000
Term    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Value of input used to measure derivative royalty | yr 4.74 5
Volatility    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Value of input used to measure derivative royalty 0.1621 0.1624
Risk-Free Rate    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Value of input used to measure derivative royalty 0.0413 0.0369
Dividend Yield    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Value of input used to measure derivative royalty 0 0
v3.24.1.1.u2
Fair Value Measurements - Summary of Key Assumptions in Valuing the Royalty Conversion Option Derivative - Parenthetical (Details) - Level 3 - Fair Value, Recurring
Mar. 31, 2024
yr
Dec. 31, 2023
yr
Term    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Value of input used to measure derivative royalty 4.74 5
Dividend Yield    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Value of input used to measure derivative royalty 0 0
v3.24.1.1.u2
Non-Cash Transactions - Additional Information (Details) - USD ($)
3 Months Ended 9 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Mar. 31, 2024
Mar. 31, 2023
Nonmonetary Transaction [Line Items]        
Shares of common stock issued under equity compensation plans 702,000 425,500 702,000 425,500
Interest Accrued        
Nonmonetary Transaction [Line Items]        
Number of shares issued     2,189,207 799,613
Fair value of shares issued     $ 738,670 $ 320,826
2019 Convertible Notes | Interest Accrued        
Nonmonetary Transaction [Line Items]        
Number of shares issued     1,111,571  
Fair value of shares issued     $ 342,837  
Royalty Convertible Debenture | Interest Accrued        
Nonmonetary Transaction [Line Items]        
Number of shares issued     1,077,636  
Fair value of shares issued     $ 395,833  
v3.24.1.1.u2
Capital Stock - Additional Information (Details) - USD ($)
3 Months Ended 9 Months Ended 12 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Mar. 31, 2024
Mar. 31, 2023
Jun. 30, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Capital stock, shares authorized 200,000,000   200,000,000   200,000,000
Capital stock, par value $ 0.01   $ 0.01   $ 0.01
Shares of common stock issued under equity compensation plans 702,000 425,500 702,000 425,500  
Options, Granted         50,000
Stock based compensation     $ 259,325 $ 278,346  
Total unamortized compensation cost related to non-vested share based compensation $ 4,531   $ 4,531    
Expected weighted-average period of unrecognized compensation cost     11 months 12 days    
Total fair value of share based compensation arrangements vested     $ 0 $ 16,873  
Restricted Stock Units (RSUs)          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Total unamortized compensation cost related to non-vested share based compensation 320,736   $ 320,736    
Expected weighted-average period of unrecognized compensation cost     1 year 6 months 21 days    
Restricted stock units, Granted     1,360,000 630,000 630,000
Service Condition          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Stock based compensation 0 $ 0 $ 0 $ 12,021  
Service Condition | Restricted Stock Units (RSUs)          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Stock based compensation 82,001 43,896 158,308 117,116  
Performance Condition          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Stock based compensation 974 2,337 3,643 9,690  
Performance Condition | Restricted Stock Units (RSUs)          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Stock based compensation $ 32,865 $ 28,262 $ 64,003 $ 116,971  
Senior Management          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Options, Granted     0 50,000  
2015 and 2016 Stock Incentive and Compensation Plans          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Weighted average remaining contractual term (in years), grants     5 years    
2015 and 2016 Stock Incentive and Compensation Plans | Maximum          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Number of options and shares available for grant to employees and directors 5,500,000   5,500,000    
Shares Average Price of $1.16          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Aggregate number of units issued (in shares) 500,000   4,261,515 1,393,757  
Gross proceeds from issuance of common stock and warrants $ 182,500        
Net proceeds from issuance of common stock and warrants 27,241   $ 1,167,893 $ 473,688  
On-time legal expenses and commissions related to the ATM program $ 155,259        
One-time legal and commissions related to ATM program     $ 382,065    
Accrued Interest          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Aggregate number of units issued (in shares) 1,077,636 341,297 2,189,207 799,613  
Fair value of shares issued $ 395,833 $ 160,413 $ 738,670 $ 320,826  
v3.24.1.1.u2
Capital Stock - Schedule of Fair Value of Options Calculated Using Black-Scholes Option Valuations Method (Details) - Black-Scholes option valuation model
9 Months Ended
Mar. 31, 2023
$ / shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Weighted average risk-free interest rate 2.79%
Weighted-average volatility 58.00%
Expected dividends $ 0
Weighted average expected term (years) 5 years
Weighted average fair value $ 0.19
v3.24.1.1.u2
Capital Stock - Summary of Stock Option Activity Under Stock Incentive and Compensation Plans (Details) - $ / shares
9 Months Ended 12 Months Ended
Mar. 31, 2024
Jun. 30, 2023
Jun. 30, 2022
Shares [Abstract]      
Options, Granted   50,000  
Stock Options      
Shares [Abstract]      
Options, Outstanding, Beginning balance 1,405,000 1,808,995  
Options, Granted   50,000  
Options, Forfeited or expired   (453,995)  
Options, Outstanding, Ending balance 1,405,000 1,405,000 1,808,995
Options, Exercisable at March 31, 2024 946,664    
Weighted-Average Exercise Price [Abstract]      
Weighted Average Exercise Price, Options, Outstanding, Beginning balance $ 1.05 $ 1.14  
Weighted Average Exercise Price, Options, Granted   0.6  
Weighted Average Exercise Price, Options, Forfeited or expired   1.37  
Weighted Average Exercise Price, Options, Outstanding, Ending balance 1.05 $ 1.05 $ 1.14
Weighted Average Exercise Price, Options, Exercisable at March 31, 2024 $ 1.05    
Weighted Average Remaining Contractual Term (Years), Options, Outstanding 1 year 3 months 21 days 2 years 21 days 2 years 5 months 1 day
Weighted Average Remaining Contractual Term (Years), Options, Granted   4 years  
Weighted Average Remaining Contractual Term (Years), Options, Exercisable at March 31, 2024 1 year 4 months 17 days    
v3.24.1.1.u2
Capital Stock - Summary of Status of Non-Vested Options (Details) - $ / shares
9 Months Ended 12 Months Ended
Mar. 31, 2024
Jun. 30, 2023
Options [Abstract]    
Non-vested Options, Beginning balance 458,336 657,333
Non-vested Options, Granted   50,000
Non-vested Options, Vested   (95,002)
Non-vested Options, Forfeited or expired   (153,995)
Non-vested Options, Ending balance 458,336 458,336
Weighted-Average Grant-Date Fair Value [Abstract]    
Non-vested Weighted Average Grant Date Fair Value, Beginning balance $ 0.47 $ 0.55
Non-vested Weight Average Grant Date Fair Value, Granted   0.19
Non-vested Weighted Average Grant Date Fair Value, Vested   0.41
Non-vested Weighted Average Grant Date Fair Value, Forfeited or expired   0.82
Non-vested Weighted Average Grant Date Fair Value, Ending balance $ 0.47 $ 0.47
v3.24.1.1.u2
Capital Stock - Summary of RSUs Activity (Details) - Restricted Stock Units (RSUs) - $ / shares
9 Months Ended 12 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Jun. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Outstanding RSUs, Beginning Balance 980,500 701,000 701,000
Outstanding RSUs, Granted 1,360,000 630,000 630,000
Outstanding RSUs, Vested (615,500)   (350,500)
Outstanding RSUs, Ending Balance 1,725,000   980,500
Outstanding RSUs, Weighted average grant date fair value, Beginning Balance $ 0.43 $ 0.65 $ 0.65
Outstanding RSUs, Weighted average grant date fair value, Granted 0.28   0.3
Outstanding RSUs, Weighted average grant date fair value, Vested 0.42   0.65
Outstanding RSUs, Weighted average grant date fair value, Ending Balance $ 0.31   $ 0.43
v3.24.1.1.u2
Convertible Debt - Additional Information (Details)
1 Months Ended 3 Months Ended 9 Months Ended
Dec. 27, 2023
USD ($)
Sep. 30, 2019
USD ($)
$ / shares
Sep. 30, 2023
Mar. 31, 2024
USD ($)
Days
$ / shares
Mar. 31, 2023
USD ($)
Dec. 31, 2023
USD ($)
Oct. 01, 2023
Debt Instrument [Line Items]              
Amortization of debt discount and issuance costs       $ 48,368 $ 45,272    
Fair value of derivative       3,038,934   $ 2,760,378  
2019 Secured Convertible Notes              
Debt Instrument [Line Items]              
Principal amount of convertible notes   $ 5,478          
Agreed sale price of note   975          
Principal amount per notes   $ 1,000          
Convertible notes due period   2023          
Convertible senior notes interest rate   7.50%         12.00%
Loan maturity date     Sep. 30, 2024        
Convertible note, interest payment   semi-annually          
Conversion price | $ / shares   $ 1.00          
Amortization of debt discount and issuance costs   $ 275,883   $ 4,862 $ 30,402    
Amortization of debt discount interest expense term   4 years          
Debt instrument, covenant description       At any point after the second anniversary of the issuance of the convertible notes, Paramount may force conversion if the share price of its common stock remains above $1.75 for 20 consecutive trading days. The convertible notes are secured by a lien on all assets of the Company and the Company is required to maintain a cash balance of $250,000. During December 2023, all 2019 Convertible Notes outstanding were repaid by the Company.      
Debt instrument, interest rate, effective percentage     9.24%        
Convertible note, stock price trigger (in dollars per share) | $ / shares       $ 1.75      
Threshold consecutive trading days for convertible debt | Days       20      
Convertible note, covenant cash balance       $ 250,000      
Secured Royalty Convertible Debenture              
Debt Instrument [Line Items]              
Convertible debenture amount $ 15,000,000            
Convertible debenture interest rate 10.00%            
Debenture discount rate 7.00%            
Convertible debt accrued interest rate 13.00%            
Debt issuance costs in connection with issuance of debenture $ 870,111            
Amortization of debt issuance costs term of debenture 5 years            
Percentage of debenture convertible into gross revenue royalty 4.75%            
Ownership percentage of option to buy back royalty 50.00%            
Debenture purchase consideration condition       If the cash equivalent value (with the value of any non-cash consideration of any third party offer (the “Third Party Consideration”) exceeds $60,000,000 then Sprott shall have the right to buy a percentage interest of the Mineral Interest equal to the percentage that $60,000,000 is to the Third Party Consideration (the “Proportionate Mineral Interest”). If the Third Party Consideration equals or is less than $60,000,000, Sprott shall have the right to buy the entire Mineral Interest subject to such third party offer.      
Aggregate purchase price of debenture $ 60,000,000            
Secured Royalty Convertible Debenture | Second Anniversary              
Debt Instrument [Line Items]              
Payment for royalty 11,250,000            
Secured Royalty Convertible Debenture | Third Anniversary              
Debt Instrument [Line Items]              
Payment for royalty $ 12,375,000            
v3.24.1.1.u2
Convertible Debt - Summary of Debentures (Details) - USD ($)
Mar. 31, 2024
Dec. 31, 2023
Debt Instruments [Abstract]    
Debt liability of royalty convertible debenture before issuance costs $ 12,239,622 $ 12,239,622
Less: unamortized issuance costs (826,605) (870,111)
Net debt liability of royalty convertible debenture 11,413,017 11,369,511
Derivative liability of royalty convertible debenture 3,038,934 2,760,378
Total $ 14,451,951 $ 14,129,889
v3.24.1.1.u2
Convertible Debt - Summary of Convertible Debt (Details) - 2019 Secured Convertible Notes
Jun. 30, 2023
USD ($)
Debt Instrument [Line Items]  
2019 Secured Convertible Notes, Current $ 4,277,690
Less: unamortized discount and issuance costs, Current (4,862)
Current Debt $ 4,272,828
v3.24.1.1.u2
Notes Payable, Related Party - Additional Information (Details) - Seabridge Gold Inc. - USD ($)
1 Months Ended 9 Months Ended
Oct. 01, 2023
Dec. 09, 2022
Dec. 31, 2023
Mar. 31, 2024
Debt Instrument [Line Items]        
Percentage of outstanding common stock       4.40%
Notes Payable | Bridge Promissory Note        
Debt Instrument [Line Items]        
Interest rate of loan 13.00% 12.00%    
Debt instrument, maturity description       The Loan bears interest at a per annum rate of 12%, payable upon maturity or prepayment, and matures on the earlier of November 30, 2023 or the date of funding of transaction as described below.
Loan maturity date   Nov. 30, 2023   Nov. 30, 2023
Repayment of debt including accrued interest     $ 1,667,833  
Notes Payable | Bridge Promissory Note | Maximum        
Debt Instrument [Line Items]        
Principal amount of loan   $ 1,500,000    
Rudi Fronk        
Debt Instrument [Line Items]        
Percentage of outstanding common stock       4.40%
v3.24.1.1.u2
Mineral Properties - Capitalized Acquisition Costs on Mineral Properties (Details) - USD ($)
Mar. 31, 2024
Jun. 30, 2023
Mineral Properties [Line Items]    
Mineral properties, net $ 51,558,261 $ 51,458,261
Sleeper and Other Nevada Based Projects    
Mineral Properties [Line Items]    
Mineral properties, net 28,222,533 28,172,533
Grassy Mountain and Other Oregon Based Projects    
Mineral Properties [Line Items]    
Mineral properties, net $ 23,335,728 $ 23,285,728
v3.24.1.1.u2
Mineral Properties - Additional Information (Details) - Nevada
9 Months Ended
Mar. 31, 2024
USD ($)
Mineral Properties [Line Items]  
Related party transaction, payments made $ 50,000
Frost Project [Member]  
Mineral Properties [Line Items]  
Related party transaction, payments made $ 50,000
v3.24.1.1.u2
Reclamation and Environmental - Additional Information (Details) - USD ($)
3 Months Ended 9 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Mar. 31, 2024
Mar. 31, 2023
Jun. 30, 2023
Jun. 30, 2022
Site Contingency [Line Items]            
Commutation account and reclamation bonds $ 546,176   $ 546,176   $ 546,176  
Reclamation and environmental obligation 4,678,578   4,678,578   4,436,902 $ 4,475,270
Reclamation and environmental obligation, current 2,560,515   2,560,515   2,560,515  
Reclamation and environmental obligation, noncurrent 2,118,063   2,118,063   $ 1,876,387  
Accretion expense 110,558 $ 111,561 331,676 $ 334,683    
Sleeper Gold Project            
Site Contingency [Line Items]            
Undiscounted estimate of reclamation costs 3,725,110   3,725,110      
Sleeper Gold Project | NDEP            
Site Contingency [Line Items]            
Undiscounted estimate of reclamation costs $ 4,600,515   $ 4,600,515      
v3.24.1.1.u2
Reclamation and Environmental - Schedule of Variables of Weighted Average (Details)
9 Months Ended 12 Months Ended
Mar. 31, 2024
Jun. 30, 2023
Environmental Remediation Obligations [Abstract]    
Weighted-average credit adjusted risk free rate 9.93% 9.93%
Weighted-average inflation rate 2.49% 2.49%
v3.24.1.1.u2
Reclamation and Environmental - Changes to Reclamation and Environmental Costs (Details) - USD ($)
3 Months Ended 9 Months Ended 12 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Mar. 31, 2024
Mar. 31, 2023
Jun. 30, 2023
Asset Retirement Obligation Disclosure [Abstract]          
Balance at beginning of period     $ 4,436,902 $ 4,475,270 $ 4,475,270
Accretion expense $ 110,558 $ 111,561 331,676 $ 334,683 446,245
Additions and change in estimates         (364,612)
Settlements     (90,000)   (120,001)
Balance at end of period $ 4,678,578   $ 4,678,578   $ 4,436,902
v3.24.1.1.u2
Other Income - Other Income Details (Details) - USD ($)
3 Months Ended 9 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Mar. 31, 2024
Mar. 31, 2023
Component of Operating Income [Abstract]        
Re-imbursement of reclamation costs $ 1,088,339 $ 47,123 $ 2,381,272 $ 87,431
Leasing of water rights to third party     6,095 5,975
Restitution payment     3,785  
Total $ 1,088,339 $ 47,123 $ 2,391,152 $ 93,406
v3.24.1.1.u2
Segmented Information - Schedule of Expenses by Material Project and Carrying Values of Mineral Properties by Material Projects (Details) - USD ($)
3 Months Ended 9 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Mar. 31, 2024
Mar. 31, 2023
Jun. 30, 2023
Segment Reporting Information [Line Items]          
Exploration and Development Expenses $ 965,938 $ 597,315 $ 3,999,659 $ 1,902,312  
Land Holding Costs 157,143 157,143 471,429 475,341  
Carrying Values of Mineral Properties 51,558,261   51,558,261   $ 51,458,261
Sleeper Gold Project and other Nevada based Projects          
Segment Reporting Information [Line Items]          
Exploration and Development Expenses 361,222 182,626 2,828,825 794,402  
Land Holding Costs 118,765 118,765 356,294 360,206  
Carrying Values of Mineral Properties 28,222,533   28,222,533   28,172,533
Grassy Mountain Project and other Oregon based Projects          
Segment Reporting Information [Line Items]          
Exploration and Development Expenses 604,716 414,689 1,170,834 1,107,910  
Land Holding Costs 38,378 $ 38,378 115,135 $ 115,135  
Carrying Values of Mineral Properties $ 23,335,728   $ 23,335,728   $ 23,285,728
v3.24.1.1.u2
Commitments and Contingencies - Additional Information (Details) - 9 months ended Mar. 31, 2024
USD ($)
a
MiningClaim
CAD ($)
MiningClaim
Seabridge Gold Inc.    
Commitments And Contingencies [Line Items]    
Percentage of outstanding common stock 4.40%  
Nevada    
Commitments And Contingencies [Line Items]    
Total consideration payable $ 300,000  
Total consideration paid 20,000  
Related party transaction, payments made $ 50,000  
Grassy Mountain Project    
Commitments And Contingencies [Line Items]    
Number of mining fields | MiningClaim 44 44
Area covered by mining claims | a 589  
Annual lease payment, year one $ 60,000  
Option to purchase mining claims, price $ 560,000  
Term of the agreement 25 years  
Operating lease, payments $ 0  
Grassy Mountain Project | Seabridge Gold Inc.    
Commitments And Contingencies [Line Items]    
Payment to purchase net profit interest   $ 10,000,000
Grassy Mountain Project | Minimum    
Commitments And Contingencies [Line Items]    
Royalty rate 2.00%  
Grassy Mountain Project | Maximum    
Commitments And Contingencies [Line Items]    
Royalty rate 4.00%  
Frost Project | Nevada    
Commitments And Contingencies [Line Items]    
Related party transaction, payments made $ 50,000  
Frost Project | Nevada    
Commitments And Contingencies [Line Items]    
Number of mining fields | MiningClaim 40 40
Percentage of mining claim rights acquired 100.00% 100.00%
Total consideration payable $ 250,000  
Percentage of Net Smelter Royalty 2.00% 2.00%
Rate of right to reduce net smelter royalty by parent 1.00% 1.00%
Payment to reduce NSR by parent $ 1,000,000  
v3.24.1.1.u2
Subsequent Events - Additional Information (Details) - USD ($)
Apr. 01, 2024
Mar. 31, 2024
Jun. 30, 2023
Subsequent Event [Line Items]      
Common stock, shares issued   61,964,970 54,812,248
Subsequent Event      
Subsequent Event [Line Items]      
Common stock, shares issued 1,727,026    
Proceeds from issuance of equity $ 719,351    
Subsequent Event | Restricted Stock Units (RSUs)      
Subsequent Event [Line Items]      
Number of shares issued upon exercise of RSU 7,500    

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