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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 December 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 February 10, 2025 was 67,602,688.

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 December 31, 2024 (Unaudited) and June 30, 2024

 

2

 

 

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

 

3

 

 

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

 

4

 

 

Condensed Consolidated Interim Statement of Cash Flows for the Six Months Ended December 31, 2024 (Unaudited) and December 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)

 

 

 

 

 

 

 

 

 

 

December 31,
2024

 

 

June 30,
2024

 

Assets

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash and cash equivalents

 

$

3,405,400

 

 

$

5,423,059

 

Prepaid expenses and deposits

 

 

779,615

 

 

 

1,319,743

 

Total Current Assets

 

 

4,185,015

 

 

 

6,742,802

 

Non-Current Assets

 

 

 

 

 

 

Mineral properties

 

 

49,119,413

 

 

 

49,069,413

 

Reclamation bonds

 

 

546,176

 

 

 

546,176

 

Property and equipment

 

 

10,475

 

 

 

3,221

 

Total Non-Current Assets

 

 

49,676,064

 

 

 

49,618,810

 

Total Assets

 

$

53,861,079

 

 

$

56,361,612

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

348,108

 

 

$

563,806

 

Reclamation and environmental obligation, current portion

 

 

120,000

 

 

 

120,000

 

Total Current Liabilities

 

 

468,108

 

 

 

683,806

 

Non-Current Liabilities

 

 

 

 

 

 

Debt liability of royalty convertible debenture, net

 

 

11,543,534

 

 

 

11,456,523

 

Derivative liability of royalty convertible debenture

 

 

3,806,160

 

 

 

3,642,105

 

Deferred tax liability

 

 

273,450

 

 

 

273,450

 

Reclamation and environmental obligation, non-current portion

 

 

2,224,462

 

 

 

2,150,288

 

Total Non-Current Liabilities

 

 

17,847,606

 

 

 

17,522,366

 

Total Liabilities

 

 

18,315,714

 

 

 

18,206,172

 

Commitments and Contingencies (Note 11)

 

 

 

 

 

 

Stockholders' Equity

 

 

 

 

 

 

Common stock, par value $0.01, 200,000,000 authorized shares, 67,421,774 issued and outstanding at December 31, 2024 and 200,000,000 authorized shares, 65,044,305 issued and outstanding at June 30, 2024

 

 

674,218

 

 

 

650,444

 

Additional paid in capital

 

 

120,853,013

 

 

 

119,883,235

 

Accumulated deficit

 

 

(85,981,866

)

 

 

(82,378,239

)

Total Stockholders' Equity

 

 

35,545,365

 

 

 

38,155,440

 

Total Liabilities and Stockholders' Equity

 

$

53,861,079

 

 

$

56,361,612

 

 

 

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 December 31,

 

 

Six Months Ended December 31,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses

 

 

 

 

 

 

 

 

 

 

 

 

Exploration and development

 

$

377,112

 

 

$

304,033

 

 

$

772,410

 

 

$

817,127

 

Reclamation

 

 

16,420

 

 

 

1,469,897

 

 

 

70,357

 

 

 

2,216,593

 

Land holding costs

 

 

186,389

 

 

 

157,143

 

 

 

352,954

 

 

 

314,287

 

Professional fees

 

 

85,234

 

 

 

98,315

 

 

 

257,231

 

 

 

153,567

 

Salaries and benefits

 

 

280,711

 

 

 

259,194

 

 

 

569,191

 

 

 

538,790

 

Directors' compensation

 

 

48,447

 

 

 

28,951

 

 

 

99,978

 

 

 

57,984

 

General and administrative

 

 

178,949

 

 

 

184,727

 

 

 

367,260

 

 

 

321,866

 

Accretion

 

 

45,619

 

 

 

110,558

 

 

 

134,174

 

 

 

221,117

 

Total Expenses

 

 

1,218,881

 

 

 

2,612,818

 

 

 

2,623,555

 

 

 

4,641,331

 

Net Loss Before Other Expense

 

 

1,218,881

 

 

 

2,612,818

 

 

 

2,623,555

 

 

 

4,641,331

 

Other Expense (Income)

 

 

 

 

 

 

 

 

 

 

 

 

Other income

 

 

 

 

 

(1,217,131

)

 

 

(6,217

)

 

 

(1,302,813

)

Change in derivative liability on royalty convertible debenture

 

 

400,144

 

 

 

 

 

 

164,055

 

 

 

 

Interest expense

 

 

426,840

 

 

 

178,872

 

 

 

853,680

 

 

 

310,201

 

Interest income

 

 

(14,376

)

 

 

 

 

 

(31,446

)

 

 

 

Net Loss

 

$

2,031,489

 

 

$

1,574,559

 

 

$

3,603,627

 

 

$

3,648,719

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per Common Share

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

0.03

 

 

$

0.03

 

 

$

0.05

 

 

$

0.06

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted Average Number of Common

 

 

 

 

 

 

 

 

 

 

 

 

Shares Used in Per Share Calculations

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

66,190,772

 

 

 

59,077,284

 

 

 

65,682,815

 

 

 

57,688,376

 

 

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

 

 

Accumulated Deficit

 

 

Total Stockholders'
Equity

 

Balance at June 30, 2024

 

 

65,044,305

 

 

$

650,444

 

 

$

119,883,235

 

 

$

(82,378,239

)

 

$

38,155,440

 

Stock based compensation

 

 

 

 

 

 

 

 

62,205

 

 

 

 

 

 

62,205

 

Capital issued for financing

 

 

114,918

 

 

 

1,149

 

 

 

45,209

 

 

 

 

 

 

46,358

 

Capital issued for payment of interest

 

 

898,888

 

 

 

8,989

 

 

 

374,345

 

 

 

 

 

 

383,334

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(1,572,138

)

 

 

(1,572,138

)

Balance at September 30, 2024

 

 

66,058,111

 

 

$

660,582

 

 

$

120,364,994

 

 

$

(83,950,377

)

 

$

37,075,199

 

Stock based compensation

 

 

 

 

 

 

 

$

60,451

 

 

 

 

 

 

60,451

 

Capital issued for financing

 

 

137,134

 

 

$

1,371

 

 

$

56,499

 

 

 

 

 

 

57,870

 

Capital issued for payment of interest

 

 

1,226,529

 

 

$

12,265

 

 

$

371,069

 

 

 

 

 

 

383,334

 

Net Loss

 

 

 

 

 

 

 

 

 

 

 

(2,031,489

)

 

 

(2,031,489

)

Balance at December 31, 2024

 

 

67,421,774

 

 

$

674,218

 

 

$

120,853,013

 

 

$

(85,981,866

)

 

$

35,545,365

 

 

 

 

Shares (#)

 

 

Common Stock

 

 

Additional
Paid-In
Capital

 

 

Accumulated 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

 

 

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)

 

 

Six Months Ended December 31,

 

 

 

2024

 

 

2023

 

Net Loss

 

$

(3,603,627

)

 

$

(3,648,719

)

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

 

 

 

 

 

 

Depreciation

 

 

1,844

 

 

 

683

 

Stock based compensation

 

 

122,656

 

 

 

110,115

 

Amortization of debt issuance costs

 

 

87,011

 

 

 

4,862

 

Non-cash interest expense

 

 

766,668

 

 

 

312,875

 

Accretion expense

 

 

134,174

 

 

 

221,117

 

Settlement of asset retirement obligations

 

 

(60,000

)

 

 

(60,000

)

Change in derivative liability

 

 

164,055

 

 

 

 

Effect of changes in operating working capital items:

 

 

 

 

 

 

Change in prepaid expenses

 

 

540,128

 

 

 

660,825

 

Change in accounts payable

 

 

(215,698

)

 

 

871,223

 

Cash used in operating activities

 

 

(2,062,789

)

 

 

(1,527,019

)

Cash flows from investing activities:

 

 

 

 

 

 

Purchase of mineral properties

 

 

(50,000

)

 

 

(50,000

)

Purchase of equipment

 

 

(9,098

)

 

 

 

Cash used in investing activities

 

 

(59,098

)

 

 

(50,000

)

Cash flows from financing activities

 

 

 

 

 

 

Capital issued for financing, net of share issuance costs

 

 

104,228

 

 

 

1,140,652

 

Proceeds from royalty convertible debenture

 

 

 

 

 

15,000,000

 

Royalty convertible debenture issuance costs

 

 

 

 

 

(870,111

)

Repayment of 2019 convertible notes

 

 

 

 

 

(4,277,690

)

Repayment of notes payable, related parties

 

 

 

 

 

(1,667,833

)

Cash provided by financing activities

 

 

104,228

 

 

 

9,325,018

 

 

 

 

 

 

 

 

Change in cash during period

 

 

(2,017,659

)

 

 

7,747,999

 

Cash at beginning of period

 

 

5,423,059

 

 

 

824,920

 

Cash at end of period

 

$

3,405,400

 

 

$

8,572,919

 

 

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 Six Months Periods Ended December 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, 2024.

Reclassification

For the fiscal year 2024, the Company reclassified certain amount in the consolidated statement of operations to conform to current period presentation. These reclassifications, including reclamation expenses from exploration and development, had no impact on previously reported Net Loss.

Significant Accounting Policies

Please see Note 1- Description of Business and Summary of Significant Accounting Policies contained in the 2024 10-K.

Recently Issued Accounting Standards

In November 2024, the Financial Accounting Standards Board (FASB) issued ASU 2024-03, 'Disaggregation of Income Statement Expenses,' aimed at enhancing the transparency of expense information in financial statements. The ASU seeks to improve the decision usefulness of expense information by requiring public business entities to disaggregate certain expense captions in the notes to financial statements. This includes detailed disclosures of purchases of inventory, employee compensation, depreciation, amortization, and depletion expenses. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently reviewing the impact of adopting the provisions of this new ASU on our consolidated financial statements and related disclosures.

Note 2. Going Concern

The Company has not generated any revenues or cash flows from operations to date. As such the Company is subject to all the risks associated with development stage companies. Since inception, the Company has incurred losses and negative cash flows from operating activities which have been funded from the issuance of common stock, convertible notes, note payable and the sale of royalties on its mineral properties. The Company does not expect to generate positive cash flows from operating activities in the near future, if at all, until such time it successfully initiates production at its Grassy Mountain Project, including obtaining construction financing, completing the construction of the proposed mine and anticipates incurring operating losses for the foreseeable future.

The Consolidated Interim Financial Statements of the Company have been prepared on a “going concern” basis, which means that the continuation of the Company is presumed even though events and conditions exist that, when considered in aggregate, raise substantial doubt about the Company’s ability to continue as a going concern because it is possible that the Company will be required to adversely change its current business plan or may be unable to meet its obligations as they become due within one year after the date that these financial statements were issued.

6


 

Paramount expects to continue to incur losses as a result of costs and expenses related to maintaining its properties and general and administrative expenses. Since 2015, the Company has relied on equity financings, debt financings and sale of royalties to fund its operations and the Company expects to rely on these forms of financing to fund operations into the near future.

Paramount’s current business plan requires working capital to fund non-discretionary expenditures for its exploration and development activities on its mineral properties, mineral property holding costs and general and administrative expenses.

Subsequent to February 12, 2025, 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 December 31, 2024, the Company’s cash balance was $3,405,400.

Historically, we have been successful in accessing capital through equity and debt financing arrangements or by the sale of royalties on its mineral properties, no assurance can be given that additional financing will be available to it in amounts sufficient to meet its needs, or on terms acceptable to the Company. In the event that we are unable to obtain additional capital or financing, our operations, exploration and development activities would be significantly adversely affected. The continuation of the Company as a going concern is dependent on having sufficient capital to maintain our operations. In considering our financing plans and our current working capital position the Company believes there is substantial doubt about its ability to continue as a going concern twelve months after the date that our financial statements are issued.

Note 3. Fair Value Measurements

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization with the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

The three levels of the fair value hierarchy are described below:

Level 1 Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3 Inputs that are both significant to the fair value measurement and unobservable.

Financial assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy. Assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Our financial instruments include cash and cash equivalents, accounts payable, accrued liabilities, the royalty conversion feature on the Debenture (see Note 6) and convertible debt. Due to their short maturity of our cash and cash equivalents, accounts payable and accrued liabilities, we believe that their carrying amounts approximate fair value as of December 31, 2024 and June 30, 2024.

The Company determined that the Royalty conversion feature (Note 6) embedded in the Debenture is required to be accounted for separately from the Debenture as a derivative liability and recorded at fair value and the remaining value allocated to the Debenture net the unamortized debt issuance costs. The derivative liability will be fair valued at each reporting period, with changes in fair value recorded as a gain or loss in the Consolidated Statement of Operations. During the three and six month periods ended December 31, 2024, the fair value derivative liability increased by $400,144 and $164,055, respectively, and it was recorded in Change in derivative liability on royalty convertible debenture on the Condensed Consolidated Interim Statement of Operations.

As of December 31, 2024, the Royalty conversion feature is recorded at $3,806,160 (June 30, 2024 - $3,642,105) 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 utilizing the Royalty Agreement's royalty rate of 4.75% for the life of mine, the annual gross royalty amounts were calculated from estimated expected gross revenues of the proposed Grassy Mountain Mine. The annual royalty amounts were discounted using a long

7


 

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:



December 31, 2024

 

 

At June 30, 2024

 

Cumulative present value of royalty stream

$

15,935,339

 

 

$

15,188,299

 

Conversion threshold is set as the value of the Debenture

$

15,000,000

 

 

$

15,000,000

 

Term in years

3.99

 

 

4.49

 

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)

 

14.99

%

 

 

16.65

%

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

 

4.24

%

 

 

4.27

%

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 three months ended December 31, 2024, the Company issued 1,226,529 shares of common stock for payment of interest accrued on its outstanding Royalty Convertible Debenture with a fair value of $383,334.

For the three months ended December 31, 2023, the Company issued 558,430 shares of common stock for payment of interest accrued on its outstanding 2019 Convertible Notes with a fair value of $182,424.

For the six months ended December 31, 2024, the Company issued 2,125,417 shares of common stock for payment of interest accrued on its outstanding Royalty Convertible Debenture with a fair value of $766,668.

For the six months ended December 31, 2023, the Company issued 1,111,571 shares of common stock for payment of interest accrued on its outstanding debt (Note 6) with a fair value of $342,837.

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 December 31, 2024 (June 30, 2024200,000,000 common shares with par value $0.01 per common share).

For the three months ended December 31, 2024, the Company issued 137,134 shares of common stock from its ATM program for net proceeds of $57,870 and issued 1,226,529 shares of common stock for payment of interest accrued on its outstanding Royalty Convertible Debenture (Note 6) with a fair value of $383,334.

For the three months ended December 31, 2023, the Company issued 246,258 shares of common stock from its ATM program for net proceeds of $52,124 and issued 558,430 shares of common stock for payment of interest accrued (Note 6) with a fair value of $182,424.

For the six months ended December 31, 2024, the Company issued 252,052 shares of common stock from its ATM program for net proceeds of $104,228 and issued 2,125,417 shares of common stock for payment of interest accrued on its outstanding Royalty Convertible Debenture (Note 6) with a fair value of $766,668.

For the six months ended December 31, 2023, the Company issued 3,761,515 shares of common stock from its ATM program for net proceeds of $1,140,652 and issued 1,111,571 shares of common stock for payment of interest accrued (Note 6) with a fair value of $342,837.

 

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 six months ended December 31, 2024 and 2023 were $122,656 and $110,115, 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 six months ended December 31, 2024, the Company did not grant stock options (six months ended December 31, 2023nil).

For the three months ended December 31, 2024, share-based compensation expense relating to service condition options and performance condition options was $nil and $1,199, respectively (2023 -$nil and $1,105).

For the six months ended December 31, 2024, share-based compensation expense relating to service condition options and performance condition options was $nil and $2,398, respectively (2023 - $nil and $2,669).

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

Options

 

Options

 

 

Weighted
Average
Exercise
Price

 

 

Weighted-
Average Remaining
Contractual Term (Years)

 

 

Aggregate
Intrinsic
Value

 

Outstanding at June 30, 2023

 

 

1,405,000

 

 

$

1.05

 

 

 

2.06

 

 

$

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited or expired

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at June 30, 2024

 

 

1,405,000

 

 

$

1.05

 

 

 

1.06

 

 

$

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited or expired

 

 

(535,000

)

 

 

1.00

 

 

 

 

 

 

 

Outstanding at December 31, 2024

 

 

870,000

 

 

$

1.08

 

 

 

0.93

 

 

$

 

Exercisable at December 31, 2024

 

 

611,664

 

 

$

1.07

 

 

 

1.00

 

 

$

 

 

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

 

Non-vested Options

 

Options

 

 

Weighted-
Average
Grant-
Date Fair Value

 

Non-vested at June 30, 2023

 

 

458,336

 

 

$

0.47

 

Granted

 

 

 

 

 

 

Vested

 

 

 

 

 

 

Forfeited or expired

 

 

 

 

 

 

Non-vested at June 30, 2024

 

 

458,336

 

 

$

0.47

 

Granted

 

 

 

 

 

 

Vested

 

 

 

 

 

 

Forfeited or expired

 

 

(200,000

)

 

 

0.39

 

Non-vested at December 31, 2024

 

 

258,336

 

 

$

0.55

 

 

As of December 31, 2024, there was approximately $930 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 0.67 years. The total fair value of stock based compensation that vested related to outstanding stock options during the six months ended December 31, 2024 and 2023, was nil and nil, 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 six months ended December 31, 2024 and 2023, there were no RSUs granted by the Company.

For the three months ended December 31, 2024, share-based compensation expenses related to service condition RSUs and performance condition RSUs was $32,828 and $26,425, respectively (2023 - $32,814 and $9,512).

For the six months ended December 31, 2024, share-based compensation expenses related to service condition RSUs and performance condition RSUs was $65,656 and $54,603, respectively (2023 - $76,307 and $31,138).

9


 

 

A summary of RSUs activity is summarized as follows:

 

Restricted Share Unit Activity

 

Outstanding RSUs

 

 

Weighted average grant date fair value

 

Outstanding at June 30, 2023

 

 

980,500

 

 

$

0.43

 

Granted

 

 

1,360,000

 

 

 

0.28

 

Vested

 

 

(615,500

)

 

 

0.42

 

Forfeited

 

 

 

 

 

 

Outstanding at June 30, 2024

 

 

1,725,000

 

 

$

0.31

 

Granted

 

 

 

 

 

 

Vested

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

Outstanding at December 31, 2024

 

 

1,725,000

 

 

$

0.31

 

 

As of December 31, 2024, there was approximately $131,806 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 approximately 1 year.

Note 6. Debt

$15,000,000 Secured Royalty Convertible Debenture

Effective as of December 27, 2023, Paramount closed on a Secured Royalty Convertible Debenture (the “Debenture”) with Sprott Private Resource Streaming and Royalty (US Collector), LP (“Sprott”) for $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 Condensed Consolidated Interim 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 December 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 $3,806,160 at December 31, 2024 and $3,642,105 at June 30, 2024 (Note 3).

At December 31, 2024 and June 30, 2024, the Debenture consisted of the following:

 

 

 

 

 

 

 

 

 

December 31, 2024

 

 

June 30, 2024

 

 

 

 

 

 

Debt liability of royalty convertible debenture before issuance costs

 

$

12,239,622

 

 

 

$

12,239,622

 

Less: unamortized issuance costs

 

(696,088

)

 

 

 

(783,099

)

Net debt liability of royalty convertible debenture

 

 

 

11,543,534

 

 

 

 

11,456,523

 

Derivative liability of royalty convertible debenture

 

 

 

3,806,160

 

 

 

 

3,642,105

 

 

 

$

15,349,694

 

 

 

$

15,098,628

 

 

10


 

 

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.

 

Interest Expense

The following table summarizes the components of recorded interest expense:

 

 

Three Months Ended December 31, 2024

 

 

Three Months Ended December 31, 2023

 

 

Six Months Ended December 31, 2024

 

 

Six Months Ended December 31, 2023

 

Royalty Convertible Debenture

 

$

383,334

 

 

$

16,667

 

 

$

766,668

 

 

$

16,667

 

2019 Secured Convertible Notes (1)

 

 

 

 

 

119,139

 

 

 

 

 

 

200,236

 

Bridge Promissory Note (2)

 

 

 

 

 

43,066

 

 

 

 

 

 

88,436

 

Amortization of issuance costs on Royalty Convertible Debenture

 

 

43,506

 

 

 

 

 

 

87,012

 

 

 

 

Amortization of discount and debt issuance costs on 2019 Secured Convertible Notes

 

 

 

 

 

 

 

 

 

 

 

4,862

 

Total

 

$

426,840

 

 

$

178,872

 

 

$

853,680

 

 

$

310,201

 

(1) The 2019 Secured Convertible Notes ("2019 Note") were repaid in December 2023. The 2019 Notes bore and interest rate of 7.5% per annum.

(2) The Bridge Promissory Note ("Bridge Note") was repaid in December 2023. The Bridge Note bore an interest rate of 12% per annum.

 

Note 7. Mineral Properties

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

 

 

December 31, 2024

 

 

June 30, 2024

 

Sleeper and other Nevada based Projects

 

$

25,783,685

 

 

$

25,733,685

 

Grassy Mountain and other Oregon based Projects

 

 

23,335,728

 

 

 

23,335,728

 

 

 

$

49,119,413

 

 

$

49,069,413

 

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:

During the three month period ended December 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.

Impairment of Mineral Properties

11


 

The Company reviews and evaluates its long-lived assets for impairment on an annual basis or more frequently when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. For the three and six months ended December 31, 2024, no events or changes in circumstance are believed to have impacted recoverability of the Company’s long-lived assets. Accordingly, it was determined that no interim impairment was necessary.

Note 8. Reclamation and Environmental

Reclamation and environmental costs are based principally on legal requirements. Management estimates costs associated with reclamation of mineral properties and properties under mine closure. On an ongoing basis the Company evaluates its estimates and assumptions; however, actual amounts could differ from those based on estimates and assumptions.

The Company has posted several cash bonds as financial security to satisfy reclamation requirements. The balance of posted cash reclamation bonds at December 31, 2024 is $546,176 (June 30, 2024 - $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 $3,822,047. These costs are expected to be incurred between the calendar years 2024 and 2060. At December 31, 2024, Paramount has also estimated undiscounted reclamation cost as required by the NDEP to be $2,301,259. These costs are expected to be incurred between calendar years 2024 and 2041. 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 December 31, 2024 and June 30, 2024:

 

 

 

Six Months Ended
December 31, 2024

 

 

Year Ended June 30, 2024

 

Weighted-average credit adjusted risk free rate

 

 

9.93

%

 

 

9.93

%

Weighted-average inflation rate

 

 

2.53

%

 

 

2.53

%

 

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

 

 

 

Six Months Ended
December 31, 2024

 

 

Year Ended June 30, 2024

 

Balance at beginning of period

 

$

2,270,288

 

 

$

4,436,902

 

Accretion expense

 

 

134,174

 

 

 

442,234

 

Additions and change in estimates

 

 

 

 

 

(84,295

)

Settlements

 

 

(60,000

)

 

 

(2,524,553

)

Balance at end of period

 

$

2,344,462

 

 

$

2,270,288

 

 

The balance of the reclamation and environmental obligation of $2,344,462 at December 31, 2024 (June 30, 2024 -$2,270,288) is comprised of a current portion of $120,000 (June 30, 2024 -$120,000) and a non-current portion of $2,224,462 (June 30, 2024 - $2,150,288).

The Company recorded an accretion expense for the three and six months ended December 31, 2024 of $45,619 and $134,174, respectively, (three and six months ended December 31, 2023 of $110,558 and $221,117, respectively).

12


 

Note 9. Other Income

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

 

 

Three Months Ended December 31, 2024

 

 

Three Months Ended December 31, 2023

 

 

Six Months Ended
December 31, 2024

 

 

Six Months Ended
December 31, 2023

 

Reimbursement of reclamation costs

 

 

 

 

$

1,217,131

 

 

$

 

 

$

1,292,933

 

Leasing of water rights to third party

 

 

 

 

 

 

 

 

6,217

 

 

 

6,095

 

Restitution payment

 

 

 

 

 

 

 

 

 

 

 

3,785

 

Total

 

$

 

 

$

1,217,131

 

 

$

6,217

 

 

$

1,302,813

 

The proceeds the Company receives from its reclamation insurance policy for government mandated reclamation at its Sleeper Gold Project is recorded as other income. The corresponding expenses the Company incurs for performing these reclamation expenses are included in exploration costs on the Condensed Consolidated Interim Statement of Operations.

Note 10. Segmented Information

Segmented information has been compiled based on the material mineral properties in which the Company performs exploration activities.

Expenses by material project for the three and six months ended December 31, 2024:

 

 

Exploration and Development Expenses

 

 

Reclamation Expenses

 

 

Land Holding Costs

 

 

 

Three Months Ended December 31, 2024

 

 

Six Months Ended December 31, 2024

 

 

Three Months Ended December 31, 2024

 

 

Six Months Ended December 31, 2024

 

 

Three Months Ended December 31, 2024

 

 

Six Months Ended December 31, 2024

 

Sleeper Gold Project and other Nevada based Projects

 

$

20,074

 

 

$

78,303

 

 

$

16,420

 

 

$

70,357

 

 

$

143,216

 

 

$

269,804

 

Grassy Mountain Project and other Oregon based Projects

 

 

357,038

 

 

 

694,107

 

 

 

 

 

 

 

 

 

43,173

 

 

 

83,150

 

 

 

$

377,112

 

 

$

772,410

 

 

$

16,420

 

 

$

70,357

 

 

$

186,389

 

 

$

352,954

 

Expenses by material project for the three and six months ended December 31, 2023:

 

 

Exploration and Development Expenses

 

 

Reclamation Expenses

 

 

Land Holding Costs

 

 

 

Three Months Ended December 31, 2023

 

 

Six Months Ended December 31, 2023

 

 

Three Months Ended December 31, 2023

 

 

Six Months Ended December 31, 2023

 

 

Three Months Ended December 31, 2023

 

 

Six Months Ended December 31, 2023

 

Sleeper Gold Project and other Nevada based Projects

 

$

60,140

 

 

$

251,009

 

 

$

1,469,897

 

 

$

2,216,593

 

 

$

118,765

 

 

$

237,530

 

Grassy Mountain Project and other Oregon based Projects

 

 

243,893

 

 

 

566,118

 

 

 

 

 

 

 

 

 

38,378

 

 

 

76,757

 

 

 

$

304,033

 

 

$

817,127

 

 

$

1,469,897

 

 

$

2,216,593

 

 

$

157,143

 

 

$

314,287

 

 

Carrying values of mineral properties by material projects:

`

 

As At December 31, 2024

 

 

As At June 30, 2024

 

Sleeper Gold Project and other Nevada based Projects

 

$

25,783,685

 

 

$

25,733,685

 

Grassy Mountain Project and other Oregon based Projects

 

 

23,335,728

 

 

 

23,335,728

 

 

 

$

49,119,413

 

 

$

49,069,413

 

Additional operating expenses incurred by the Company are treated as corporate overhead with the exception of accretion expense which is discussed in Note 8.

13


 

Note 11. 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 six months ended December 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 six months ended December 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 three month period ended December 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 December 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 December 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 12. Subsequent Events

Subsequent to the period end the Company settled 140,000 RSUs and issued 140,000 shares of Common Stock. It also sold 40,914 shares on the ATM for net proceeds of $15,955.

 

14


 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Certain statements in this Quarterly Report on Form 10-Q (“Form 10-Q”) constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give the Company's current expectations and forecasts of future events. All statements other than statements of current or historical fact contained in this quarterly report, including statements regarding the Company's future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “plan,” and similar expressions, as they relate to the Company, are intended to identify forward-looking statements. These statements are based on the Company's current plans, and the Company's actual future activities and results of operations may be materially different from those set forth in the forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. Any or all of the forward-looking statements in this quarterly report may turn out to be inaccurate. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and assumptions. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Form 10-Q, and in the risk factors on Form 10-K that was filed with the U.S. Securities and Exchange Commission ("SEC") on September 26, 2024. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based.

Cautionary Note to U.S. Investors

We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and applicable Canadian securities laws, and as a result we report our mineral reserves and mineral resources according to two different standards. U.S. reporting requirements, for disclosure of mineral properties, are governed by Item 1300 of Regulation S-K (“S-K 1300”), as issued by the SEC. Canadian reporting requirements for disclosure of mineral properties are governed by National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”), as adopted from the definitions provided by the Canadian Institute of Mining, Metallurgy and Petroleum. Both sets of reporting standards have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported, but the standards embody slightly different approaches and definitions.

In our public filings in the U.S. and Canada and in certain other announcements not filed with the SEC, we disclose proven and probable reserves and measured, indicated and inferred resources, each as defined in S-K 1300. The estimation of measured resources and indicated resources involves greater uncertainty as to their existence and economic feasibility than the estimation of proven and probable reserves, and therefore investors are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into S-K 1300-compliant reserves. The estimation of inferred resources involves far greater uncertainty as to their existence and economic viability than the estimation of other categories of resources, and therefore it cannot be assumed that all or any part of inferred resources will ever be upgraded to a higher category. Therefore, investors are cautioned not to assume that all or any part of inferred resources exist, or that they can be mined legally or economically.

Overview

We are a company engaged in the business of acquiring, exploring and developing precious metal projects in the United States of America. Paramount owns advanced stage exploration projects in the states of Nevada and Oregon. We enhance the value of our projects by implementing exploration and engineering programs that have the goal to expand and upgrade known mineralized material to reserves. The following discussion updates our outlook and plan of operations for the foreseeable future. It also analyzes our financial condition and summarizes the results of our operations for the three and six months ended December 31, 2024 and compares these results to the results of the prior year three and six months ended December 31, 2023.

Operating Highlights:

For the three and six months ended December 31, 2024, the Company highlights include:

 

The State of Oregon's Technical Review Team approved the completion of the Environmental Evaluation (“EE”) for the Grassy Mountain project. The approval commenced the 225 day clock for the writing of draft permits under State law.

 

Outlook and Plan of Operation:

We believe that investors will gain a better understanding of the Company if they understand how we measure and disclose our results. As a development stage company, we do not generate cash flow from our operations. We recognize the importance of managing our liquidity and capital resources. We pay close attention to all cash expenses and look for ways to minimize them when possible. We ensure we have sufficient cash on hand to meet our annual land holding costs as the maintenance of mining claims and leases are essential to preserve the value of our mineral property assets.

15


 

 

Comparison of Operating Results for the six months ended December 31, 2024 and 2023

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

Net Loss

Our net loss for the three months ended December 31, 2024 was $2,031,489 compared to a net loss of $1,574,559 in the three months ended December 31, 2023. The drivers of the increase in net loss of 29% are fully described below.

Our net loss for the six months ended December 31, 2024 was $3,603,627 compared to a net loss of $3,648,719 in the six months ended December 31, 2023. The drivers of the decrease in net loss of 1% are fully described below.

The Company expects to incur losses for the foreseeable future as we continue with our planned exploration and development programs.

Expenses

Exploration, Development, Reclamation and Land Holding Costs

For the three months ended December 31, 2024 and 2023, exploration expenses were $377,112 and $304,033, respectively. This represents an increase of 24% or $73,079. Expenses related to our exploration or development activities are generally not comparable from period to period as activities will vary based on several factors. At Grassy Mountain, the Company continued with permitting activities with state and federal permitting agencies and these expenses totaled $357,038. 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, expense of $20,074 were related to general maintenance of operations and mining claims.

For the three months ended December 31, 2024 and 2023, reclamation expenses were $16,420 and $1,469,897, respectively. This represents a decrease of 99% or $ 1,453,477. The decrease in reclamation expenses reflects that in the previous year comparable period the Company was conducting a one-time conversion of historical mining collection ponds to e-cell conversion ponds. This work was substantially completed in the previous fiscal year. On-going regular monitoring activities for the Sleeper Gold project continue year to year.

For the three months ended December 31, 2024 and 2023, land holding costs were $186,389 and $157,143, respectively. The increase in land holding costs of $29,246 from the previous period relates to the increase in holding costs per claim enacted by the BLM commencing in September 2024.

For the six months ended December 31, 2024 and 2023, exploration expenses were $772,410 and $817,127, respectively. This represents a decrease of 5% or $44,717. 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 $694,107. At Sleeper, the Company completed an updated TRS with expenses totaling $78,303.

For the six months ended December 31, 2024 and 2023, reclamation expenses were $70,357 and $2,216,593, respectively. This represents a decrease of 97% or $2,146,236. The decrease in reclamation expenses reflects that in the previous year comparable period the Company was conducting a one-time conversion of historical mining collection ponds to e-cell conversion ponds. This work was substantially completed in the previous fiscal year. On-going regular monitoring activities for the Sleeper Gold project continue year to year.

For the six months ended December 31, 2024 and 2023, land holding costs were $352,954 and $314,287, respectively. This represents and increase of 12% or $38,667. The increase in land holding costs of $38,667 from the previous period relates to the increase in holding costs per claim enacted by the BLM commencing in September 2024.

16


 

Salaries and Benefits

For the three month periods ended December 31, 2024 and 2023, salary and benefits were $280,711 and $259,194, respectively. This represents an increase of 8%. Salary and benefits are comprised of cash and equity based compensation of the Company’s executive and corporate administration teams. The increase primarily reflects increases to base salaries paid to employees in the three month period ended December 31, 2024 compared to the three month period ended December 31, 2023. Included in the salary and benefits expense amount for the three months ended December 31, 2024 and 2023 was non-cash equity based compensation of $46,077 and $40,084, respectively.

For the six months ended December 31, 2024 and 2023, salary and benefits were $569,191 and $538,790, respectively. This represents an increase of 6% or $30,401. Salary and benefits are comprised of cash and equity based compensation of the Company’s executive and corporate administration teams. The increase primarily reflects increases to base salaries paid to employees in the six months ended December 31, 2024 compared to the six months ended December 31, 2023. Included in the salary and benefits expense amount for the six months ended December 31, 2024 and 2023 was non-cash equity based compensation of $93,907 and $103,337, respectively.

Directors’ Compensation

For the three month periods ended December 31, 2024 and 2023, directors’ compensation expenses were $48,447 and $28,951, respectively. This represents an increase of 67%. 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 six months ended December 31, 2024 and 2023, directors' compensation expenses were $99,978 and $57,984, respectively. This represents an increase of 72%. The increase reflects higher equity based compensation recorded in the current quarter compared to the prior year’s comparable period.

Professional Fees and General and Administration

For the three months ended December 31, 2024 and 2023, professional fees were $85,234 and $98,315, respectively. This represents a decrease of $13,081. The decrease was mainly due legal fees incurred in the previous period that were not incurred in the previous year comparable period. Professional fees include legal, audit, advisory and consultant expenses incurred on corporate and operational activities being performed by the Company on a period-by-period basis.

For the three months ended December 31, 2024 and 2023, general and administration expenses decreased by 3% to $178,949 from $184,727. The decrease in general and administration expenses from the previous year’s comparable period was mainly due to lower travel costs.

For the six months ended December 31, 2024 and 2023, professional fees were $257,231 and $153,567, respectively. This represents an increase of $103,664. The increase was mainly due to consulting fees and legal fees incurred in the current period that were not incurred in the previous year comparable period. Professional fees include legal, audit, advisory and consultant expenses incurred on corporate and operational activities being performed by the Company on a period-by-period basis.

For the six months ended December 31, 2024 and 2023, general and administration expenses increased by 14% to $367,260 from $321,866. The increase in general and administration expenses from the previous year’s comparable period was mainly due to higher insurance 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 December 31, 2024, we had cash and cash equivalents of $3,405,400 compared to $5,423,059 as at June 30, 2024. As of December 31, 2024, we had working capital of approximately $3,716,907. Our plans to manage our liquidity position is described below under Going Concern and Capital Resources.

In May 2020, the Company established an $8.0 million “at the market” equity offering program with Cantor Fitzgerald & Co. ("Cantor") and Canaccord Genuity LLC to proactively increase its financial flexibility. In May 2024, the Company established a new $7 million "at the market" offering program with Cantor and A.G.P./Alliance Global Partners. During the six months ended December 31, 2024, the Company issued shares 252,052 under the program for net proceeds of $104,228.

The main uses of cash for the six months ended December 31, 2024 were:

Cash used in operating activities of $2,062,789 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 $59,098 for the purchase of computer equipment and purchase of mineral property.

17


 

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

Cash provided by financing activities of $104,228 from sales under the ATM program.

Going Concern and Capital Resources

The Condensed Consolidated Financial Statements of the Company have been prepared on a “going concern” basis, which means that the continuation of the Company is presumed even though events and conditions exist that, when considered in aggregate, raise substantial doubt about the Company’s ability to continue as a going concern because it is possible that the Company will be required to adversely change its current business plan or may be unable to meet its obligations as they become due within one year after the date that these financial statements were issued.

Paramount expects to continue to incur losses as a result of costs and expenses related to maintaining its properties and general and administrative expenses. Since 2015, the Company has relied on equity financings, debt financings and sale of royalties to fund its operations and the Company expects to rely on these forms of financing to fund operations into the near future.

Paramount’s current business plan requires working capital to fund non-discretionary expenditures for its exploration and development activities on its mineral properties, mineral property holding costs and general and administrative expenses.

We anticipate our twelve-month cash expenditures to be as follows:

$4.1 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:

$1.95 million on the Grassy Mountain Project state and federal permitting activities

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 February 12, 2025, 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 our mineral properties, no assurance can be given that additional financing will be available to it in amounts sufficient to meet its needs, or on terms acceptable to the Company. In the event that we are unable to obtain additional capital or financing, our operations, exploration and development activities will be significantly adversely affected. The continuation of the Company as a going concern is dependent on having sufficient capital to maintain our operations. In considering our financing plans, our current working capital position and our ability to reduce operating expenses the Company believes there is substantial doubt about its ability to continue as a going concern twelve months after the date that our financial statements are issued.

Critical Accounting Policies and Estimates

Management considers the following policies to be most critical in understanding the judgments that are involved in preparing the Company’s consolidated financial statements and the uncertainties that could impact the results of operations, financial condition and cash flows. Our financial statements are affected by the accounting policies used and the estimates and assumptions made by management during their preparation. Management believes the Company’s critical accounting policies are those related to mineral property acquisition costs, exploration and development cost, derivative accounting and foreign currency translation.

Estimates

The Company prepares its consolidated financial statements and notes in conformity to United States Generally Accepted Accounting Principles (“U.S. GAAP”) and requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, management evaluates these estimates, including those related the adequacy of the Company’s reclamation and environmental obligation, and assessment of impairment of mineral properties. Management bases these estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

18


 

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, 2024.

 

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 December 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: February 12, 2025

By:

/s/ Rachel Goldman

Rachel Goldman

Chief Executive Officer

 

Date: February 12, 2025

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 December 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: February 12, 2025

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 December 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: February 12, 2025

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 December 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: February 12, 2025

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 December 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: February 12, 2025

By:

 

/s/ Carlo Buffone

 

 

 

Carlo Buffone

 

 

 

Chief Financial Officer

 

 


v3.25.0.1
Document and Entity Information - shares
6 Months Ended
Dec. 31, 2024
Feb. 10, 2025
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 2025  
Document Fiscal Period Focus Q2  
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Dec. 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   67,602,688
v3.25.0.1
Condensed Consolidated Interim Balance Sheets (Unaudited) - USD ($)
Dec. 31, 2024
Jun. 30, 2024
Current Assets    
Cash and cash equivalents $ 3,405,400 $ 5,423,059
Prepaid expenses and deposits 779,615 1,319,743
Total Current Assets 4,185,015 6,742,802
Non-Current Assets    
Mineral properties 49,119,413 49,069,413
Reclamation bonds 546,176 546,176
Property and equipment 10,475 3,221
Total Non-Current Assets 49,676,064 49,618,810
Total Assets 53,861,079 56,361,612
Current Liabilities    
Accounts payable and accrued liabilities 348,108 563,806
Reclamation and environmental obligation, current portion 120,000 120,000
Total Current Liabilities 468,108 683,806
Non-Current Liabilities    
Debt liability of royalty convertible debenture, net 11,543,534 11,456,523
Derivative liability of royalty convertible debenture 3,806,160 3,642,105
Deferred tax liability 273,450 273,450
Reclamation and environmental obligation, non-current portion 2,224,462 2,150,288
Total Non-Current Liabilities 17,847,606 17,522,366
Total Liabilities 18,315,714 18,206,172
Commitments and Contingencies (Note 11)
Stockholders' Equity    
Common stock, par value $0.01, 200,000,000 authorized shares, 67,421,774 issued and outstanding at December 31, 2024 and 200,000,000 authorized shares, 65,044,305 issued and outstanding at June 30, 2024 674,218 650,444
Additional paid in capital 120,853,013 119,883,235
Accumulated deficit (85,981,866) (82,378,239)
Total Stockholders' Equity 35,545,365 38,155,440
Total Liabilities and Stockholders' Equity $ 53,861,079 $ 56,361,612
v3.25.0.1
Condensed Consolidated Interim Balance Sheets (Unaudited) (Parenthetical) - $ / shares
Dec. 31, 2024
Jun. 30, 2024
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 67,421,774 65,044,305
Common stock, shares outstanding 67,421,774 65,044,305
v3.25.0.1
Condensed Consolidated Interim Statements of Operations (Unaudited) - USD ($)
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Expenses        
Exploration and development $ 377,112 $ 304,033 $ 772,410 $ 817,127
Reclamation 16,420 1,469,897 70,357 2,216,593
Land holding costs 186,389 157,143 352,954 314,287
Professional fees 85,234 98,315 257,231 153,567
Salaries and benefits 280,711 259,194 569,191 538,790
Directors' compensation 48,447 28,951 99,978 57,984
General and administrative 178,949 184,727 367,260 321,866
Accretion 45,619 110,558 134,174 221,117
Total Expenses 1,218,881 2,612,818 2,623,555 4,641,331
Net Loss Before Other Expense 1,218,881 2,612,818 2,623,555 4,641,331
Other Expense (Income)        
Other income 0 (1,217,131) (6,217) (1,302,813)
Change in derivative liability on royalty convertible debenture 400,144   164,055  
Interest expense 426,840 178,872 853,680 310,201
Interest income (14,376)   (31,446)  
Net Loss $ 2,031,489 $ 1,574,559 $ 3,603,627 $ 3,648,719
Loss per Common Share        
Basic $ 0.03 $ 0.03 $ 0.05 $ 0.06
Diluted $ 0.03 $ 0.03 $ 0.05 $ 0.06
Weighted Average Number of Common Shares Used in Per Share Calculations        
Basic 66,190,772 59,077,284 65,682,815 57,688,376
Diluted 66,190,772 59,077,284 65,682,815 57,688,376
v3.25.0.1
Condensed Consolidated Interim Statements of Stockholders' Equity - USD ($)
Total
Common Stock
Additional Paid-In Capital
Accumulated Deficit
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    
Stock based compensation 66,684 $ 0 66,684  
Stock based compensation (in shares)   0    
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    
Net loss (3,648,719)      
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    
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    
Balance at Jun. 30, 2024 $ 38,155,440 $ 650,444 119,883,235 (82,378,239)
Balance (in shares) at Jun. 30, 2024 65,044,305 65,044,305    
Stock based compensation $ 62,205   62,205  
Capital issued for financing 46,358 $ 1,149 45,209  
Capital issued for financing (in shares)   114,918    
Capital issued for payment of interest 383,334 $ 8,989 374,345  
Capital issued for payment of interest (in shares)   898,888    
Net loss (1,572,138)     (1,572,138)
Balance at Sep. 30, 2024 37,075,199 $ 660,582 120,364,994 (83,950,377)
Balance (in shares) at Sep. 30, 2024   66,058,111    
Balance at Jun. 30, 2024 $ 38,155,440 $ 650,444 119,883,235 (82,378,239)
Balance (in shares) at Jun. 30, 2024 65,044,305 65,044,305    
Net loss $ (3,603,627)      
Balance at Dec. 31, 2024 $ 35,545,365 $ 674,218 120,853,013 (85,981,866)
Balance (in shares) at Dec. 31, 2024 67,421,774 67,421,774    
Balance at Sep. 30, 2024 $ 37,075,199 $ 660,582 120,364,994 (83,950,377)
Balance (in shares) at Sep. 30, 2024   66,058,111    
Stock based compensation 60,451   60,451  
Capital issued for financing 57,870 $ 1,371 56,499  
Capital issued for financing (in shares)   137,134    
Capital issued for payment of interest 383,334 $ 12,265 371,069  
Capital issued for payment of interest (in shares)   1,226,529    
Net loss (2,031,489)     (2,031,489)
Balance at Dec. 31, 2024 $ 35,545,365 $ 674,218 $ 120,853,013 $ (85,981,866)
Balance (in shares) at Dec. 31, 2024 67,421,774 67,421,774    
v3.25.0.1
Condensed Consolidated Interim Statements of Cash Flows (Unaudited) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Jun. 30, 2024
Statement of Cash Flows [Abstract]          
Net Loss     $ (3,603,627) $ (3,648,719)  
Adjustments to reconcile net loss to net cash used in operations:          
Depreciation     1,844 683  
Stock based compensation     122,656 110,115  
Amortization of debt issuance costs     87,011 4,862  
Non-cash interest expense     766,668 312,875  
Accretion expense $ 45,619 $ 110,558 134,174 221,117 $ 442,234
Settlement of asset retirement obligations     (60,000) (60,000)  
Change in derivative liability 400,144   164,055    
Effect of changes in operating working capital items:          
Change in prepaid expenses     540,128 660,825  
Change in accounts payable     (215,698) 871,223  
Cash used in operating activities     (2,062,789) (1,527,019)  
Cash flows from investing activities:          
Purchase of mineral properties     (50,000) (50,000)  
Purchase of equipment     (9,098)    
Cash used in investing activities     (59,098) (50,000)  
Cash flows from financing activities:          
Capital issued for financing, net of share issuance costs     104,228 1,140,652  
Proceeds from royalty convertible debenture       15,000,000  
Royalty convertible debenture issuance costs       (870,111)  
Repayment of 2019 convertible notes       (4,277,690)  
Repayment of notes payable, related parties       (1,667,833)  
Cash provided by financing activities     104,228 9,325,018  
Change in cash during period     (2,017,659) 7,747,999  
Cash at beginning of period     5,423,059 824,920 824,920
Cash at end of period $ 3,405,400 $ 8,572,919 $ 3,405,400 $ 8,572,919 $ 5,423,059
v3.25.0.1
Pay vs Performance Disclosure - USD ($)
3 Months Ended 6 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Dec. 31, 2024
Dec. 31, 2023
Pay vs Performance Disclosure            
Net Income (Loss) $ (2,031,489) $ (1,572,138) $ (1,574,559) $ (2,074,160) $ (3,603,627) $ (3,648,719)
v3.25.0.1
Insider Trading Arrangements
3 Months Ended
Dec. 31, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.25.0.1
Description of Business and Summary of Significant Accounting Policies
6 Months Ended
Dec. 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, 2024.

Reclassification

For the fiscal year 2024, the Company reclassified certain amount in the consolidated statement of operations to conform to current period presentation. These reclassifications, including reclamation expenses from exploration and development, had no impact on previously reported Net Loss.

Significant Accounting Policies

Please see Note 1- Description of Business and Summary of Significant Accounting Policies contained in the 2024 10-K.

Recently Issued Accounting Standards

In November 2024, the Financial Accounting Standards Board (FASB) issued ASU 2024-03, 'Disaggregation of Income Statement Expenses,' aimed at enhancing the transparency of expense information in financial statements. The ASU seeks to improve the decision usefulness of expense information by requiring public business entities to disaggregate certain expense captions in the notes to financial statements. This includes detailed disclosures of purchases of inventory, employee compensation, depreciation, amortization, and depletion expenses. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently reviewing the impact of adopting the provisions of this new ASU on our consolidated financial statements and related disclosures.

v3.25.0.1
Going Concern
6 Months Ended
Dec. 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 February 12, 2025, 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 December 31, 2024, the Company’s cash balance was $3,405,400.

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.

v3.25.0.1
Fair Value Measurements
6 Months Ended
Dec. 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 and cash equivalents, accounts payable, accrued liabilities, the royalty conversion feature on the Debenture (see Note 6) and convertible debt. Due to their short maturity of our cash and cash equivalents, accounts payable and accrued liabilities, we believe that their carrying amounts approximate fair value as of December 31, 2024 and June 30, 2024.

The Company determined that the Royalty conversion feature (Note 6) embedded in the Debenture is required to be accounted for separately from the Debenture as a derivative liability and recorded at fair value and the remaining value allocated to the Debenture net the unamortized debt issuance costs. The derivative liability will be fair valued at each reporting period, with changes in fair value recorded as a gain or loss in the Consolidated Statement of Operations. During the three and six month periods ended December 31, 2024, the fair value derivative liability increased by $400,144 and $164,055, respectively, and it was recorded in Change in derivative liability on royalty convertible debenture on the Condensed Consolidated Interim Statement of Operations.

As of December 31, 2024, the Royalty conversion feature is recorded at $3,806,160 (June 30, 2024 - $3,642,105) 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 utilizing the Royalty Agreement's royalty rate of 4.75% for the life of mine, the annual gross royalty amounts were calculated from estimated expected gross revenues of the proposed Grassy Mountain 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:



December 31, 2024

 

 

At June 30, 2024

 

Cumulative present value of royalty stream

$

15,935,339

 

 

$

15,188,299

 

Conversion threshold is set as the value of the Debenture

$

15,000,000

 

 

$

15,000,000

 

Term in years

3.99

 

 

4.49

 

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)

 

14.99

%

 

 

16.65

%

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

 

4.24

%

 

 

4.27

%

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
v3.25.0.1
Non-Cash Transactions
6 Months Ended
Dec. 31, 2024
Nonmonetary Transactions [Abstract]  
Non-Cash Transactions

Note 4. Non-Cash Transactions

For the three months ended December 31, 2024, the Company issued 1,226,529 shares of common stock for payment of interest accrued on its outstanding Royalty Convertible Debenture with a fair value of $383,334.

For the three months ended December 31, 2023, the Company issued 558,430 shares of common stock for payment of interest accrued on its outstanding 2019 Convertible Notes with a fair value of $182,424.

For the six months ended December 31, 2024, the Company issued 2,125,417 shares of common stock for payment of interest accrued on its outstanding Royalty Convertible Debenture with a fair value of $766,668.

For the six months ended December 31, 2023, the Company issued 1,111,571 shares of common stock for payment of interest accrued on its outstanding debt (Note 6) with a fair value of $342,837.

v3.25.0.1
Capital Stock
6 Months Ended
Dec. 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 December 31, 2024 (June 30, 2024200,000,000 common shares with par value $0.01 per common share).

For the three months ended December 31, 2024, the Company issued 137,134 shares of common stock from its ATM program for net proceeds of $57,870 and issued 1,226,529 shares of common stock for payment of interest accrued on its outstanding Royalty Convertible Debenture (Note 6) with a fair value of $383,334.

For the three months ended December 31, 2023, the Company issued 246,258 shares of common stock from its ATM program for net proceeds of $52,124 and issued 558,430 shares of common stock for payment of interest accrued (Note 6) with a fair value of $182,424.

For the six months ended December 31, 2024, the Company issued 252,052 shares of common stock from its ATM program for net proceeds of $104,228 and issued 2,125,417 shares of common stock for payment of interest accrued on its outstanding Royalty Convertible Debenture (Note 6) with a fair value of $766,668.

For the six months ended December 31, 2023, the Company issued 3,761,515 shares of common stock from its ATM program for net proceeds of $1,140,652 and issued 1,111,571 shares of common stock for payment of interest accrued (Note 6) with a fair value of $342,837.

 

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 six months ended December 31, 2024 and 2023 were $122,656 and $110,115, 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 six months ended December 31, 2024, the Company did not grant stock options (six months ended December 31, 2023nil).

For the three months ended December 31, 2024, share-based compensation expense relating to service condition options and performance condition options was $nil and $1,199, respectively (2023 -$nil and $1,105).

For the six months ended December 31, 2024, share-based compensation expense relating to service condition options and performance condition options was $nil and $2,398, respectively (2023 - $nil and $2,669).

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

Options

 

Options

 

 

Weighted
Average
Exercise
Price

 

 

Weighted-
Average Remaining
Contractual Term (Years)

 

 

Aggregate
Intrinsic
Value

 

Outstanding at June 30, 2023

 

 

1,405,000

 

 

$

1.05

 

 

 

2.06

 

 

$

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited or expired

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at June 30, 2024

 

 

1,405,000

 

 

$

1.05

 

 

 

1.06

 

 

$

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited or expired

 

 

(535,000

)

 

 

1.00

 

 

 

 

 

 

 

Outstanding at December 31, 2024

 

 

870,000

 

 

$

1.08

 

 

 

0.93

 

 

$

 

Exercisable at December 31, 2024

 

 

611,664

 

 

$

1.07

 

 

 

1.00

 

 

$

 

 

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

 

Non-vested Options

 

Options

 

 

Weighted-
Average
Grant-
Date Fair Value

 

Non-vested at June 30, 2023

 

 

458,336

 

 

$

0.47

 

Granted

 

 

 

 

 

 

Vested

 

 

 

 

 

 

Forfeited or expired

 

 

 

 

 

 

Non-vested at June 30, 2024

 

 

458,336

 

 

$

0.47

 

Granted

 

 

 

 

 

 

Vested

 

 

 

 

 

 

Forfeited or expired

 

 

(200,000

)

 

 

0.39

 

Non-vested at December 31, 2024

 

 

258,336

 

 

$

0.55

 

 

As of December 31, 2024, there was approximately $930 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 0.67 years. The total fair value of stock based compensation that vested related to outstanding stock options during the six months ended December 31, 2024 and 2023, was nil and nil, 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 six months ended December 31, 2024 and 2023, there were no RSUs granted by the Company.

For the three months ended December 31, 2024, share-based compensation expenses related to service condition RSUs and performance condition RSUs was $32,828 and $26,425, respectively (2023 - $32,814 and $9,512).

For the six months ended December 31, 2024, share-based compensation expenses related to service condition RSUs and performance condition RSUs was $65,656 and $54,603, respectively (2023 - $76,307 and $31,138).

 

A summary of RSUs activity is summarized as follows:

 

Restricted Share Unit Activity

 

Outstanding RSUs

 

 

Weighted average grant date fair value

 

Outstanding at June 30, 2023

 

 

980,500

 

 

$

0.43

 

Granted

 

 

1,360,000

 

 

 

0.28

 

Vested

 

 

(615,500

)

 

 

0.42

 

Forfeited

 

 

 

 

 

 

Outstanding at June 30, 2024

 

 

1,725,000

 

 

$

0.31

 

Granted

 

 

 

 

 

 

Vested

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

Outstanding at December 31, 2024

 

 

1,725,000

 

 

$

0.31

 

 

As of December 31, 2024, there was approximately $131,806 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 approximately 1 year.

v3.25.0.1
Debt
6 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Debt

Note 6. Debt

$15,000,000 Secured Royalty Convertible Debenture

Effective as of December 27, 2023, Paramount closed on a Secured Royalty Convertible Debenture (the “Debenture”) with Sprott Private Resource Streaming and Royalty (US Collector), LP (“Sprott”) for $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 Condensed Consolidated Interim 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 December 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 $3,806,160 at December 31, 2024 and $3,642,105 at June 30, 2024 (Note 3).

At December 31, 2024 and June 30, 2024, the Debenture consisted of the following:

 

 

 

 

 

 

 

 

 

December 31, 2024

 

 

June 30, 2024

 

 

 

 

 

 

Debt liability of royalty convertible debenture before issuance costs

 

$

12,239,622

 

 

 

$

12,239,622

 

Less: unamortized issuance costs

 

(696,088

)

 

 

 

(783,099

)

Net debt liability of royalty convertible debenture

 

 

 

11,543,534

 

 

 

 

11,456,523

 

Derivative liability of royalty convertible debenture

 

 

 

3,806,160

 

 

 

 

3,642,105

 

 

 

$

15,349,694

 

 

 

$

15,098,628

 

 

 

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.

 

Interest Expense

The following table summarizes the components of recorded interest expense:

 

 

Three Months Ended December 31, 2024

 

 

Three Months Ended December 31, 2023

 

 

Six Months Ended December 31, 2024

 

 

Six Months Ended December 31, 2023

 

Royalty Convertible Debenture

 

$

383,334

 

 

$

16,667

 

 

$

766,668

 

 

$

16,667

 

2019 Secured Convertible Notes (1)

 

 

 

 

 

119,139

 

 

 

 

 

 

200,236

 

Bridge Promissory Note (2)

 

 

 

 

 

43,066

 

 

 

 

 

 

88,436

 

Amortization of issuance costs on Royalty Convertible Debenture

 

 

43,506

 

 

 

 

 

 

87,012

 

 

 

 

Amortization of discount and debt issuance costs on 2019 Secured Convertible Notes

 

 

 

 

 

 

 

 

 

 

 

4,862

 

Total

 

$

426,840

 

 

$

178,872

 

 

$

853,680

 

 

$

310,201

 

(1) The 2019 Secured Convertible Notes ("2019 Note") were repaid in December 2023. The 2019 Notes bore and interest rate of 7.5% per annum.

(2) The Bridge Promissory Note ("Bridge Note") was repaid in December 2023. The Bridge Note bore an interest rate of 12% per annum.

v3.25.0.1
Mineral Properties
6 Months Ended
Dec. 31, 2024
Mineral Industries Disclosures [Abstract]  
Mineral Properties

Note 7. Mineral Properties

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

 

 

December 31, 2024

 

 

June 30, 2024

 

Sleeper and other Nevada based Projects

 

$

25,783,685

 

 

$

25,733,685

 

Grassy Mountain and other Oregon based Projects

 

 

23,335,728

 

 

 

23,335,728

 

 

 

$

49,119,413

 

 

$

49,069,413

 

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:

During the three month period ended December 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.

Impairment of Mineral Properties

The Company reviews and evaluates its long-lived assets for impairment on an annual basis or more frequently when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. For the three and six months ended December 31, 2024, 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.

v3.25.0.1
Reclamation and Environmental
6 Months Ended
Dec. 31, 2024
Environmental Remediation Obligations [Abstract]  
Reclamation and Environmental

Note 8. Reclamation and Environmental

Reclamation and environmental costs are based principally on legal requirements. Management estimates costs associated with reclamation of mineral properties and properties under mine closure. On an ongoing basis the Company evaluates its estimates and assumptions; however, actual amounts could differ from those based on estimates and assumptions.

The Company has posted several cash bonds as financial security to satisfy reclamation requirements. The balance of posted cash reclamation bonds at December 31, 2024 is $546,176 (June 30, 2024 - $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 $3,822,047. These costs are expected to be incurred between the calendar years 2024 and 2060. At December 31, 2024, Paramount has also estimated undiscounted reclamation cost as required by the NDEP to be $2,301,259. These costs are expected to be incurred between calendar years 2024 and 2041. 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 December 31, 2024 and June 30, 2024:

 

 

 

Six Months Ended
December 31, 2024

 

 

Year Ended June 30, 2024

 

Weighted-average credit adjusted risk free rate

 

 

9.93

%

 

 

9.93

%

Weighted-average inflation rate

 

 

2.53

%

 

 

2.53

%

 

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

 

 

 

Six Months Ended
December 31, 2024

 

 

Year Ended June 30, 2024

 

Balance at beginning of period

 

$

2,270,288

 

 

$

4,436,902

 

Accretion expense

 

 

134,174

 

 

 

442,234

 

Additions and change in estimates

 

 

 

 

 

(84,295

)

Settlements

 

 

(60,000

)

 

 

(2,524,553

)

Balance at end of period

 

$

2,344,462

 

 

$

2,270,288

 

 

The balance of the reclamation and environmental obligation of $2,344,462 at December 31, 2024 (June 30, 2024 -$2,270,288) is comprised of a current portion of $120,000 (June 30, 2024 -$120,000) and a non-current portion of $2,224,462 (June 30, 2024 - $2,150,288).

The Company recorded an accretion expense for the three and six months ended December 31, 2024 of $45,619 and $134,174, respectively, (three and six months ended December 31, 2023 of $110,558 and $221,117, respectively).

v3.25.0.1
Other Income
6 Months Ended
Dec. 31, 2024
Component of Operating Income [Abstract]  
Other Income

Note 9. Other Income

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

 

 

Three Months Ended December 31, 2024

 

 

Three Months Ended December 31, 2023

 

 

Six Months Ended
December 31, 2024

 

 

Six Months Ended
December 31, 2023

 

Reimbursement of reclamation costs

 

 

 

 

$

1,217,131

 

 

$

 

 

$

1,292,933

 

Leasing of water rights to third party

 

 

 

 

 

 

 

 

6,217

 

 

 

6,095

 

Restitution payment

 

 

 

 

 

 

 

 

 

 

 

3,785

 

Total

 

$

 

 

$

1,217,131

 

 

$

6,217

 

 

$

1,302,813

 

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.

v3.25.0.1
Segmented Information
6 Months Ended
Dec. 31, 2024
Segment Reporting [Abstract]  
Segmented Information

Note 10. Segmented Information

Segmented information has been compiled based on the material mineral properties in which the Company performs exploration activities.

Expenses by material project for the three and six months ended December 31, 2024:

 

 

Exploration and Development Expenses

 

 

Reclamation Expenses

 

 

Land Holding Costs

 

 

 

Three Months Ended December 31, 2024

 

 

Six Months Ended December 31, 2024

 

 

Three Months Ended December 31, 2024

 

 

Six Months Ended December 31, 2024

 

 

Three Months Ended December 31, 2024

 

 

Six Months Ended December 31, 2024

 

Sleeper Gold Project and other Nevada based Projects

 

$

20,074

 

 

$

78,303

 

 

$

16,420

 

 

$

70,357

 

 

$

143,216

 

 

$

269,804

 

Grassy Mountain Project and other Oregon based Projects

 

 

357,038

 

 

 

694,107

 

 

 

 

 

 

 

 

 

43,173

 

 

 

83,150

 

 

 

$

377,112

 

 

$

772,410

 

 

$

16,420

 

 

$

70,357

 

 

$

186,389

 

 

$

352,954

 

Expenses by material project for the three and six months ended December 31, 2023:

 

 

Exploration and Development Expenses

 

 

Reclamation Expenses

 

 

Land Holding Costs

 

 

 

Three Months Ended December 31, 2023

 

 

Six Months Ended December 31, 2023

 

 

Three Months Ended December 31, 2023

 

 

Six Months Ended December 31, 2023

 

 

Three Months Ended December 31, 2023

 

 

Six Months Ended December 31, 2023

 

Sleeper Gold Project and other Nevada based Projects

 

$

60,140

 

 

$

251,009

 

 

$

1,469,897

 

 

$

2,216,593

 

 

$

118,765

 

 

$

237,530

 

Grassy Mountain Project and other Oregon based Projects

 

 

243,893

 

 

 

566,118

 

 

 

 

 

 

 

 

 

38,378

 

 

 

76,757

 

 

 

$

304,033

 

 

$

817,127

 

 

$

1,469,897

 

 

$

2,216,593

 

 

$

157,143

 

 

$

314,287

 

 

Carrying values of mineral properties by material projects:

`

 

As At December 31, 2024

 

 

As At June 30, 2024

 

Sleeper Gold Project and other Nevada based Projects

 

$

25,783,685

 

 

$

25,733,685

 

Grassy Mountain Project and other Oregon based Projects

 

 

23,335,728

 

 

 

23,335,728

 

 

 

$

49,119,413

 

 

$

49,069,413

 

Additional operating expenses incurred by the Company are treated as corporate overhead with the exception of accretion expense which is discussed in Note 8.

v3.25.0.1
Commitments and Contingencies
6 Months Ended
Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 11. 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 six months ended December 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 six months ended December 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 three month period ended December 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 December 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 December 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.
v3.25.0.1
Subsequent Events
6 Months Ended
Dec. 31, 2024
Subsequent Events [Abstract]  
Subsequent Events

Note 12. Subsequent Events

Subsequent to the period end the Company settled 140,000 RSUs and issued 140,000 shares of Common Stock. It also sold 40,914 shares on the ATM for net proceeds of $15,955.

v3.25.0.1
Description of Business and Summary of Significant Accounting Policies (Policies)
6 Months Ended
Dec. 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, 2024.

Reclassification

Reclassification

For the fiscal year 2024, the Company reclassified certain amount in the consolidated statement of operations to conform to current period presentation. These reclassifications, including reclamation expenses from exploration and development, had no impact on previously reported Net Loss.

Significant Accounting Policies

Significant Accounting Policies

Please see Note 1- Description of Business and Summary of Significant Accounting Policies contained in the 2024 10-K.

Recently Issued Accounting Standards

Recently Issued Accounting Standards

In November 2024, the Financial Accounting Standards Board (FASB) issued ASU 2024-03, 'Disaggregation of Income Statement Expenses,' aimed at enhancing the transparency of expense information in financial statements. The ASU seeks to improve the decision usefulness of expense information by requiring public business entities to disaggregate certain expense captions in the notes to financial statements. This includes detailed disclosures of purchases of inventory, employee compensation, depreciation, amortization, and depletion expenses. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently reviewing the impact of adopting the provisions of this new ASU on our consolidated financial statements and related disclosures.

v3.25.0.1
Fair Value Measurements (Tables)
6 Months Ended
Dec. 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:



December 31, 2024

 

 

At June 30, 2024

 

Cumulative present value of royalty stream

$

15,935,339

 

 

$

15,188,299

 

Conversion threshold is set as the value of the Debenture

$

15,000,000

 

 

$

15,000,000

 

Term in years

3.99

 

 

4.49

 

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)

 

14.99

%

 

 

16.65

%

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

 

4.24

%

 

 

4.27

%

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
v3.25.0.1
Capital Stock (Tables)
6 Months Ended
Dec. 31, 2024
Equity [Abstract]  
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 December 31, 2024 is presented below:

Options

 

Options

 

 

Weighted
Average
Exercise
Price

 

 

Weighted-
Average Remaining
Contractual Term (Years)

 

 

Aggregate
Intrinsic
Value

 

Outstanding at June 30, 2023

 

 

1,405,000

 

 

$

1.05

 

 

 

2.06

 

 

$

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited or expired

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at June 30, 2024

 

 

1,405,000

 

 

$

1.05

 

 

 

1.06

 

 

$

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

 

 

 

 

 

 

Forfeited or expired

 

 

(535,000

)

 

 

1.00

 

 

 

 

 

 

 

Outstanding at December 31, 2024

 

 

870,000

 

 

$

1.08

 

 

 

0.93

 

 

$

 

Exercisable at December 31, 2024

 

 

611,664

 

 

$

1.07

 

 

 

1.00

 

 

$

 

Summary of Status of Non-Vested Options

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

 

Non-vested Options

 

Options

 

 

Weighted-
Average
Grant-
Date Fair Value

 

Non-vested at June 30, 2023

 

 

458,336

 

 

$

0.47

 

Granted

 

 

 

 

 

 

Vested

 

 

 

 

 

 

Forfeited or expired

 

 

 

 

 

 

Non-vested at June 30, 2024

 

 

458,336

 

 

$

0.47

 

Granted

 

 

 

 

 

 

Vested

 

 

 

 

 

 

Forfeited or expired

 

 

(200,000

)

 

 

0.39

 

Non-vested at December 31, 2024

 

 

258,336

 

 

$

0.55

 

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, 2023

 

 

980,500

 

 

$

0.43

 

Granted

 

 

1,360,000

 

 

 

0.28

 

Vested

 

 

(615,500

)

 

 

0.42

 

Forfeited

 

 

 

 

 

 

Outstanding at June 30, 2024

 

 

1,725,000

 

 

$

0.31

 

Granted

 

 

 

 

 

 

Vested

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

Outstanding at December 31, 2024

 

 

1,725,000

 

 

$

0.31

 

v3.25.0.1
Debt (Tables)
6 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Summary of Debentures

At December 31, 2024 and June 30, 2024, the Debenture consisted of the following:

 

 

 

 

 

 

 

 

 

December 31, 2024

 

 

June 30, 2024

 

 

 

 

 

 

Debt liability of royalty convertible debenture before issuance costs

 

$

12,239,622

 

 

 

$

12,239,622

 

Less: unamortized issuance costs

 

(696,088

)

 

 

 

(783,099

)

Net debt liability of royalty convertible debenture

 

 

 

11,543,534

 

 

 

 

11,456,523

 

Derivative liability of royalty convertible debenture

 

 

 

3,806,160

 

 

 

 

3,642,105

 

 

 

$

15,349,694

 

 

 

$

15,098,628

 

 

Components of Recorded Interest Expense

The following table summarizes the components of recorded interest expense:

 

 

Three Months Ended December 31, 2024

 

 

Three Months Ended December 31, 2023

 

 

Six Months Ended December 31, 2024

 

 

Six Months Ended December 31, 2023

 

Royalty Convertible Debenture

 

$

383,334

 

 

$

16,667

 

 

$

766,668

 

 

$

16,667

 

2019 Secured Convertible Notes (1)

 

 

 

 

 

119,139

 

 

 

 

 

 

200,236

 

Bridge Promissory Note (2)

 

 

 

 

 

43,066

 

 

 

 

 

 

88,436

 

Amortization of issuance costs on Royalty Convertible Debenture

 

 

43,506

 

 

 

 

 

 

87,012

 

 

 

 

Amortization of discount and debt issuance costs on 2019 Secured Convertible Notes

 

 

 

 

 

 

 

 

 

 

 

4,862

 

Total

 

$

426,840

 

 

$

178,872

 

 

$

853,680

 

 

$

310,201

 

(1) The 2019 Secured Convertible Notes ("2019 Note") were repaid in December 2023. The 2019 Notes bore and interest rate of 7.5% per annum.

(2) The Bridge Promissory Note ("Bridge Note") was repaid in December 2023. The Bridge Note bore an interest rate of 12% per annum.

v3.25.0.1
Mineral Properties (Tables)
6 Months Ended
Dec. 31, 2024
Mineral Industries Disclosures [Abstract]  
Capitalized Acquisition Costs on Mineral Properties

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

 

 

December 31, 2024

 

 

June 30, 2024

 

Sleeper and other Nevada based Projects

 

$

25,783,685

 

 

$

25,733,685

 

Grassy Mountain and other Oregon based Projects

 

 

23,335,728

 

 

 

23,335,728

 

 

 

$

49,119,413

 

 

$

49,069,413

 

v3.25.0.1
Reclamation and Environmental (Tables)
6 Months Ended
Dec. 31, 2024
Environmental Remediation Obligations [Abstract]  
Schedule of Variables of Weighted Average

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

 

 

 

Six Months Ended
December 31, 2024

 

 

Year Ended June 30, 2024

 

Weighted-average credit adjusted risk free rate

 

 

9.93

%

 

 

9.93

%

Weighted-average inflation rate

 

 

2.53

%

 

 

2.53

%

Changes to Reclamation and Environmental Costs

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

 

 

 

Six Months Ended
December 31, 2024

 

 

Year Ended June 30, 2024

 

Balance at beginning of period

 

$

2,270,288

 

 

$

4,436,902

 

Accretion expense

 

 

134,174

 

 

 

442,234

 

Additions and change in estimates

 

 

 

 

 

(84,295

)

Settlements

 

 

(60,000

)

 

 

(2,524,553

)

Balance at end of period

 

$

2,344,462

 

 

$

2,270,288

 

v3.25.0.1
Other Income (Tables)
6 Months Ended
Dec. 31, 2024
Component of Operating Income [Abstract]  
Other Income Details

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

 

 

Three Months Ended December 31, 2024

 

 

Three Months Ended December 31, 2023

 

 

Six Months Ended
December 31, 2024

 

 

Six Months Ended
December 31, 2023

 

Reimbursement of reclamation costs

 

 

 

 

$

1,217,131

 

 

$

 

 

$

1,292,933

 

Leasing of water rights to third party

 

 

 

 

 

 

 

 

6,217

 

 

 

6,095

 

Restitution payment

 

 

 

 

 

 

 

 

 

 

 

3,785

 

Total

 

$

 

 

$

1,217,131

 

 

$

6,217

 

 

$

1,302,813

 

v3.25.0.1
Segmented Information (Tables)
6 Months Ended
Dec. 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 six months ended December 31, 2024:

 

 

Exploration and Development Expenses

 

 

Reclamation Expenses

 

 

Land Holding Costs

 

 

 

Three Months Ended December 31, 2024

 

 

Six Months Ended December 31, 2024

 

 

Three Months Ended December 31, 2024

 

 

Six Months Ended December 31, 2024

 

 

Three Months Ended December 31, 2024

 

 

Six Months Ended December 31, 2024

 

Sleeper Gold Project and other Nevada based Projects

 

$

20,074

 

 

$

78,303

 

 

$

16,420

 

 

$

70,357

 

 

$

143,216

 

 

$

269,804

 

Grassy Mountain Project and other Oregon based Projects

 

 

357,038

 

 

 

694,107

 

 

 

 

 

 

 

 

 

43,173

 

 

 

83,150

 

 

 

$

377,112

 

 

$

772,410

 

 

$

16,420

 

 

$

70,357

 

 

$

186,389

 

 

$

352,954

 

Expenses by material project for the three and six months ended December 31, 2023:

 

 

Exploration and Development Expenses

 

 

Reclamation Expenses

 

 

Land Holding Costs

 

 

 

Three Months Ended December 31, 2023

 

 

Six Months Ended December 31, 2023

 

 

Three Months Ended December 31, 2023

 

 

Six Months Ended December 31, 2023

 

 

Three Months Ended December 31, 2023

 

 

Six Months Ended December 31, 2023

 

Sleeper Gold Project and other Nevada based Projects

 

$

60,140

 

 

$

251,009

 

 

$

1,469,897

 

 

$

2,216,593

 

 

$

118,765

 

 

$

237,530

 

Grassy Mountain Project and other Oregon based Projects

 

 

243,893

 

 

 

566,118

 

 

 

 

 

 

 

 

 

38,378

 

 

 

76,757

 

 

 

$

304,033

 

 

$

817,127

 

 

$

1,469,897

 

 

$

2,216,593

 

 

$

157,143

 

 

$

314,287

 

 

Carrying values of mineral properties by material projects:

`

 

As At December 31, 2024

 

 

As At June 30, 2024

 

Sleeper Gold Project and other Nevada based Projects

 

$

25,783,685

 

 

$

25,733,685

 

Grassy Mountain Project and other Oregon based Projects

 

 

23,335,728

 

 

 

23,335,728

 

 

 

$

49,119,413

 

 

$

49,069,413

 

v3.25.0.1
Going Concern - Additional Information (Details) - USD ($)
Dec. 31, 2024
Jun. 30, 2024
Product Information [Line Items]    
Cash and cash equivalents $ 3,405,400 $ 5,423,059
v3.25.0.1
Fair Value Measurements - Additional Information (Details) - USD ($)
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2024
Jun. 30, 2024
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Change in derivative liability on royalty convertible debenture $ 400,144 $ 164,055  
Level 3 | Fair Value, Recurring      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Royalty conversion option value $ 3,806,160 $ 3,806,160 $ 3,642,105
Annual gross royalty amounts, rate 4.75% 4.75%  
Annual royalty value long term stock market rate of return 10.00% 10.00%  
v3.25.0.1
Fair Value Measurements - Summary of Key Assumptions in Valuing the Royalty Conversion Option Derivative (Details) - Level 3 - Fair Value, Recurring
Dec. 31, 2024
USD ($)
yr
Jun. 30, 2024
USD ($)
yr
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cumulative present value of royalty $ 15,935,339 $ 15,188,299
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 3.99 4.49
Volatility    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Value of input used to measure derivative royalty 0.1499 0.1665
Risk-Free Rate    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Value of input used to measure derivative royalty 0.0424 0.0427
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
v3.25.0.1
Fair Value Measurements - Summary of Key Assumptions in Valuing the Royalty Conversion Option Derivative - Parenthetical (Details) - Level 3 - Fair Value, Recurring
Dec. 31, 2024
yr
Jun. 30, 2024
yr
Term    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Value of input used to measure derivative royalty 3.99 4.49
Time Period for Volatility Calculation    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Value of input used to measure derivative royalty 5 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
v3.25.0.1
Non-Cash Transactions - Additional Information (Details) - Interest Accrued - USD ($)
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Nonmonetary Transaction [Line Items]        
Number of shares issued 1,226,529 558,430 2,125,417 1,111,571
Fair value of shares issued $ 383,334 $ 182,424 $ 766,668 $ 342,837
v3.25.0.1
Capital Stock - Additional Information (Details) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Jun. 30, 2024
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
Options, Granted     0    
Stock based compensation     $ 122,656 $ 110,115  
Total unamortized compensation cost related to non-vested share based compensation $ 930   $ 930    
Expected weighted-average period of unrecognized compensation cost     8 months 1 day    
Total fair value of share based compensation arrangements vested     $ 0 $ 0  
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 131,806   $ 131,806    
Expected weighted-average period of unrecognized compensation cost     1 year    
Restricted stock units, Granted     0 0 1,360,000
Service Condition          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Stock based compensation 0 $ 0 $ 0 $ 0  
Service Condition | Restricted Stock Units (RSUs)          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Stock based compensation 32,828 32,814 65,656 76,307  
Performance Condition          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Stock based compensation 1,199 1,105 2,398 2,669  
Performance Condition | Restricted Stock Units (RSUs)          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Stock based compensation $ 26,425 $ 9,512 $ 54,603 $ 31,138  
Senior Management          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Options, Granted     0 0  
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)   246,258   3,761,515  
Net proceeds from issuance of common stock and warrants   $ 52,124   $ 1,140,652  
Accrued Interest          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Aggregate number of units issued (in shares)   558,430   1,111,571  
Fair value of shares issued   $ 182,424   $ 342,837  
Accrued Interest | Shares Average Price of $1.16          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Aggregate number of units issued (in shares) 1,226,529   2,125,417    
Fair value of shares issued $ 383,334   $ 766,668    
Secured Royalty Convertible Debenture | Shares Average Price of $1.16          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Aggregate number of units issued (in shares) 137,134   252,052    
Net proceeds from issuance of common stock and warrants $ 57,870   $ 104,228    
v3.25.0.1
Capital Stock - Summary of Stock Option Activity Under Stock Incentive and Compensation Plans (Details) - $ / shares
6 Months Ended 12 Months Ended
Dec. 31, 2024
Jun. 30, 2024
Jun. 30, 2023
Shares [Abstract]      
Options, Granted 0    
Employee Stock Option      
Shares [Abstract]      
Options, Outstanding, Beginning balance 1,405,000 1,405,000  
Options, Granted 0    
Options, Forfeited or expired (535,000)    
Options, Outstanding, Ending balance 870,000 1,405,000 1,405,000
Options, Exercisable at December 31, 2024 611,664    
Weighted-Average Exercise Price [Abstract]      
Weighted Average Exercise Price, Options, Outstanding, Beginning balance $ 1.05 $ 1.05  
Weighted Average Exercise Price, Options, Granted 0    
Weighted Average Exercise Price, Options, Forfeited or expired 1    
Weighted Average Exercise Price, Options, Outstanding, Ending balance 1.08 $ 1.05 $ 1.05
Weighted Average Exercise Price, Options, Exercisable at December 31, 2024 $ 1.07    
Weighted Average Remaining Contractual Term (Years), Options, Outstanding 11 months 4 days 1 year 21 days 2 years 21 days
Weighted Average Remaining Contractual Term (Years), Options, Exercisable at December 31, 2024 1 year    
v3.25.0.1
Capital Stock - Summary of Status of Non-Vested Options (Details) - $ / shares
6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Options [Abstract]    
Non-vested Options, Beginning balance 458,336 458,336
Non-vested Options, Granted 0  
Non-vested Options, Vested 0  
Non-vested Options, Forfeited or expired (200,000)  
Non-vested Options, Ending balance 258,336  
Weighted-Average Grant-Date Fair Value [Abstract]    
Non-vested Weighted Average Grant Date Fair Value, Beginning balance $ 0.47 $ 0.47
Non-vested Weight Average Grant Date Fair Value, Granted 0  
Non-vested Weighted Average Grant Date Fair Value, Vested 0  
Non-vested Weighted Average Grant Date Fair Value, Forfeited or expired 0.39  
Non-vested Weighted Average Grant Date Fair Value, Ending balance $ 0.55  
v3.25.0.1
Capital Stock - Summary of RSUs Activity (Details) - Restricted Stock Units (RSUs) - $ / shares
6 Months Ended 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Jun. 30, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]      
Outstanding RSUs, Beginning Balance 1,725,000 980,500 980,500
Outstanding RSUs, Granted 0 0 1,360,000
Outstanding RSUs, Vested 0   (615,500)
Outstanding RSUs, Ending Balance 1,725,000   1,725,000
Outstanding RSUs, Weighted average grant date fair value, Beginning Balance $ 0.31 $ 0.43 $ 0.43
Outstanding RSUs, Weighted average grant date fair value, Granted 0   0.28
Outstanding RSUs, Weighted average grant date fair value, Vested 0   0.42
Outstanding RSUs, Weighted average grant date fair value, Ending Balance $ 0.31   $ 0.31
v3.25.0.1
Debt - Additional Information (Details) - USD ($)
6 Months Ended
Dec. 27, 2023
Dec. 31, 2024
Jun. 30, 2024
Debt Instrument [Line Items]      
Fair value of derivative   $ 3,806,160 $ 3,642,105
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    
v3.25.0.1
Debt - Summary of Debentures (Details) - USD ($)
Dec. 31, 2024
Jun. 30, 2024
Debt Instruments [Abstract]    
Debt liability of royalty convertible debenture before issuance costs $ 12,239,622 $ 12,239,622
Less: unamortized issuance costs (696,088) (783,099)
Net debt liability of royalty convertible debenture 11,543,534 11,456,523
Derivative liability of royalty convertible debenture 3,806,160 3,642,105
Total $ 15,349,694 $ 15,098,628
v3.25.0.1
Debt - Components of Recorded Interest Expense (Details) - USD ($)
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Interest Expense [Line Items]        
Amortization of debt discount and issuance costs     $ 87,011 $ 4,862
Total $ 426,840 $ 178,872 853,680 310,201
Royalty Convertible Debenture        
Interest Expense [Line Items]        
Interest expense 383,334 16,667 766,668 16,667
Amortization of debt discount and issuance costs $ 43,506   $ 87,012  
2019 Secured Convertible Notes        
Interest Expense [Line Items]        
Interest expense   119,139   200,236
Amortization of debt discount and issuance costs       4,862
Bridge Promissory Note        
Interest Expense [Line Items]        
Interest expense   $ 43,066   $ 88,436
v3.25.0.1
Debt - Components of Recorded Interest Expense (Parenthetical) (Details)
6 Months Ended
Dec. 31, 2024
2019 Secured Convertible Notes  
Interest Expense [Line Items]  
Loan maturity date Dec. 31, 2023
Interest rate of loan 7.50%
Bridge Promissory Note  
Interest Expense [Line Items]  
Loan maturity date Dec. 31, 2023
Interest rate of loan 12.00%
v3.25.0.1
Mineral Properties - Capitalized Acquisition Costs on Mineral Properties (Details) - USD ($)
Dec. 31, 2024
Jun. 30, 2024
Mineral Properties [Line Items]    
Mineral properties, net $ 49,119,413 $ 49,069,413
Sleeper and Other Nevada Based Projects    
Mineral Properties [Line Items]    
Mineral properties, net 25,783,685 25,733,685
Grassy Mountain and Other Oregon Based Projects    
Mineral Properties [Line Items]    
Mineral properties, net $ 23,335,728 $ 23,335,728
v3.25.0.1
Mineral Properties - Additional Information (Details)
3 Months Ended
Dec. 31, 2024
USD ($)
Nevada  
Mineral Properties [Line Items]  
Related party transaction, payments made $ 50,000
v3.25.0.1
Reclamation and Environmental - Additional Information (Details) - USD ($)
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Jun. 30, 2024
Jun. 30, 2023
Site Contingency [Line Items]            
Commutation account and reclamation bonds $ 546,176   $ 546,176   $ 546,176  
Reclamation and environmental obligation 2,344,462   2,344,462   2,270,288 $ 4,436,902
Reclamation and environmental obligation, current 120,000   120,000   120,000  
Reclamation and environmental obligation, noncurrent 2,224,462   2,224,462   $ 2,150,288  
Accretion expense 45,619 $ 110,558 134,174 $ 221,117    
Sleeper Gold Project            
Site Contingency [Line Items]            
Undiscounted estimate of reclamation costs 3,822,047   3,822,047      
Sleeper Gold Project | NDEP            
Site Contingency [Line Items]            
Undiscounted estimate of reclamation costs $ 2,301,259   $ 2,301,259      
v3.25.0.1
Reclamation and Environmental - Schedule of Variables of Weighted Average (Details)
6 Months Ended 12 Months Ended
Dec. 31, 2024
Jun. 30, 2024
Environmental Remediation Obligations [Abstract]    
Weighted-average credit adjusted risk free rate 9.93% 9.93%
Weighted-average inflation rate 2.53% 2.53%
v3.25.0.1
Reclamation and Environmental - Changes to Reclamation and Environmental Costs (Details) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Jun. 30, 2024
Asset Retirement Obligation Disclosure [Abstract]          
Balance at beginning of period     $ 2,270,288 $ 4,436,902 $ 4,436,902
Accretion expense $ 45,619 $ 110,558 134,174 $ 221,117 442,234
Additions and change in estimates         (84,295)
Settlements     (60,000)   (2,524,553)
Balance at end of period $ 2,344,462   $ 2,344,462   $ 2,270,288
v3.25.0.1
Other Income - Other Income Details (Details) - USD ($)
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Component of Operating Income [Abstract]        
Reimbursement of reclamation costs $ 0 $ 1,217,131 $ 0 $ 1,292,933
Leasing of water rights to third party 0 0 6,217 6,095
Restitution payment 0 0 0 3,785
Total $ 0 $ 1,217,131 $ 6,217 $ 1,302,813
v3.25.0.1
Segmented Information - Schedule of Expenses by Material Project and Carrying Values of Mineral Properties by Material Projects (Details) - USD ($)
3 Months Ended 6 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Jun. 30, 2024
Segment Reporting Information [Line Items]          
Exploration and Development Expenses $ 377,112 $ 304,033 $ 772,410 $ 817,127  
Reclamation Expenses 16,420 1,469,897 70,357 2,216,593  
Land Holding Costs 186,389 157,143 352,954 314,287  
Carrying Values of Mineral Properties 49,119,413   49,119,413   $ 49,069,413
Sleeper Gold Project and other Nevada based Projects          
Segment Reporting Information [Line Items]          
Exploration and Development Expenses 20,074 60,140 78,303 251,009  
Reclamation Expenses 16,420 1,469,897 70,357 2,216,593  
Land Holding Costs 143,216 118,765 269,804 237,530  
Carrying Values of Mineral Properties 25,783,685   25,783,685   25,733,685
Grassy Mountain Project and other Oregon based Projects          
Segment Reporting Information [Line Items]          
Exploration and Development Expenses 357,038 243,893 694,107 566,118  
Reclamation Expenses 0 0 0 0  
Land Holding Costs 43,173 $ 38,378 83,150 $ 76,757  
Carrying Values of Mineral Properties $ 23,335,728   $ 23,335,728   $ 23,335,728
v3.25.0.1
Commitments and Contingencies - Additional Information (Details)
3 Months Ended 6 Months Ended
Dec. 31, 2024
USD ($)
a
Dec. 31, 2024
USD ($)
a
MiningClaim
Dec. 31, 2024
CAD ($)
MiningClaim
Seabridge Gold Inc.      
Commitments And Contingencies [Line Items]      
Percentage of outstanding common stock 4.40% 4.40%  
Nevada      
Commitments And Contingencies [Line Items]      
Related party transaction, payments made $ 50,000    
Option Agreement | Nevada      
Commitments And Contingencies [Line Items]      
Total consideration payable $ 300,000 $ 300,000  
Total consideration paid   $ 20,000  
Grassy Mountain Project      
Commitments And Contingencies [Line Items]      
Number of mining fields | MiningClaim   44 44
Area covered by mining claims | a 589 589  
Annual lease payment, year one $ 60,000 $ 60,000  
Option to purchase mining claims, price   $ 560,000  
Term of the agreement 25 years 25 years  
Operating lease, payments   $ 0  
Grassy Mountain Project | Option Agreement | 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% 2.00%  
Grassy Mountain Project | Maximum      
Commitments And Contingencies [Line Items]      
Royalty rate 4.00% 4.00%  
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 $ 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  
v3.25.0.1
Subsequent Events - Additional Information (Details) - Subsequent Event
Jan. 01, 2025
USD ($)
shares
Subsequent Event [Line Items]  
Number of restricted stock units settled 140,000
Number of shares issued 140,000
ATM  
Subsequent Event [Line Items]  
Number of shares issued 40,914
Net proceeds from issuance of common stock and warrants | $ $ 15,955

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