Paramount Gold Nevada Corp. PZG US Equity☆

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

We are engaged in the business of acquiring, exploring and developing precious metal projects in the United States of America. Paramount owns both exploration and development stage projects in the states of Nevada and Oregon. We enhance the value of our projects by implementing exploration and engineering programs that are likely to expand and upgrade known mineral resources to mineral reserves. To further advance our projects towards the production decision, we manage the completion of the appropriate technical studies including feasibility studies and undertake permitting processes with the relevant local, state and federal regulators. 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 years ended June 30, 2024 and 2023 and compares each year’s results to the results of the prior year.

Operating Highlights:

During the fiscal year-ended June 30, 2024, the Company conducted several exploration programs and continued with its permitting at its Grassy Mountain Project. Highlights include:

•

The BLM filed the Notice of Intent in the Federal Registry, initiating the preparation of an Environmental Impact Statement in compliance with the National Environmental Policy Act process for the proposed Grassy Mountain Gold mine.

•

Paramount closed a $15 million financing with Sprott through the issuance of a Debenture. The proceeds of the Debenture will be used to fund the continued permitting of the proposed Grassy Mountain Gold Mine and general corporate purposes. It was also used to repay the Company's outstanding debt.

•

The State of Oregon issued a Notice to Proceed with the permitting and preparation of draft permits.

•

The State of Oregon's Technical Review Team determined that Paramount's Consolidated Permit Application for the Grassy Mountain Project is complete.

Outlook:

We believe that investors will gain a better understanding of our company if they understand how we measure and talk about our results. As an exploration and development company, we recognize the importance of managing our liquidity and capital resources. We pay close attention to non-discretionary cash expenses and look for ways to minimize them when possible. We ensure we have sufficient cash on hand to meet our annual land holding costs as the maintenance of mining claims and leases are essential to preserve the value of our mineral property assets.

Comparison of Operating Results for the year ended June 30, 2024 as compared to June 30, 2023

Results of Operations

We did not earn any revenue from mining operations for the years ended June 30, 2024 and 2023. During the year ended June 30, 2024, we completed various activities and milestones as described above in operating highlights. Other normal course of business activities included filing annual mining claim fees with the BLM and reclamation work at the Sleeper mine site.

Net Loss

Our net loss for the year ended June 30, 2024 was $8,056,445 compared to a net loss of $6,450,531 in the previous year. The increase of approximately 25% is fully described below. We will continue to incur losses for the foreseeable future as we continue with our planned exploration and development programs.

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Expenses

Exploration, Development and Reclamation and Land Holding Costs

For the year ended June 30, 2024, exploration and development expenses were $2,061,618 compared to $2,423,556 in the prior year. This represents a decrease of 15% or $361,938 which was mainly due to the Company focusing on permitting activities at Grassy Mountain and not performing significant exploration activity at the Sleeper Gold Project. Expenses related to our exploration or development activities are generally not comparable from period to period as activities will vary based on several factors. At Grassy Mountain, the Company continued with permitting activities with state and federal permitting agencies. These expenses totaled $1,613,551. At Sleeper, exploration activities included various activities including general site maintenance and activities to keep the mining claims in good standing. Total exploration expenses at Sleeper were $448,067.

For the year ended June 30, 2023, at Grassy Mountain the Company continued with permitting activities with state and federal permitting agencies and completed a TRS on the property. These expenses totaled $1,466,402. At Sleeper, the Company has re-assayed historical drill holes, digitized and re-verified its geological database and completed a TRS on the property for expenses totaling $957,154.

For the year ended June 30, 2024, reclamation expenses at the Sleeper Gold Project were $2,605,799 compared to $172,153 in the prior year. This represents an increase of 1414% or $2,433,646. A significant amount of these reclamation expenses were related to the Company completing the conversion of several historical collection ponds at the past producing mine site to E-Cell conversion ponds.

For the year ended June 30, 2024, land holding costs increased by $15,013 or by 2% from the prior year of $632,484 to $647,497. The increase is primarily due to an increase in the professional fees incurred to file and maintain the mining claims with the BLM and respective counties.

Salaries and Benefits

For the year ended June 30, 2024, salary and benefits were $1,505,912 compared to $1,238,895 in the prior year. This represents an increase of 22% or $267,017. Salary and benefits are comprised of cash and stock-based compensation of the Company’s executive and corporate administration teams. The increase reflects increases in base salaries, higher cash bonuses netted against lower equity based compensation recorded in the current year compared to the previous comparable year. Included in the salary and benefits expense amount for the year ended June 30, 2024 and 2023 was non-cash stock based compensation of $225,866 and $317,762 respectively.

Directors’ Compensation

For the year ended June 30, 2024, directors’ compensation of $199,590 increased from $143,192 from the prior year ended June 30, 2023. The increase of 39% or $56,398 is due to higher annual cash retainers and higher equity based compensation recorded in the current year-ended June 30, 2024.

Professional Fees and General and Administration

For the year ended June 30, 2024, professional fees were $337,628 compared to $377,822 in the prior year. This represents a decrease of 11% or $40,194. The decrease is due to one-time consulting and legal fees incurred over the previous period. Professional fees included legal, advisory and consultant expenses incurred on corporate and operational activities on a period-by-period basis.

For the year ended June 30, 2024, general and administration expenses decreased by 11% to $688,537 from $774,817 in the prior year. The decrease is mostly due to lower insurance expenses. In general, these expenses include travel, investor relations, office expenses and information technology costs.

Asset Retirement Obligation

For the year ended June 30, 2024, the Company's asset retirement obligation for the Sleeper Gold Project decreased to $2,270,288 from $4,436,902 from the prior year ended June 30, 2023. The net decrease of $2,166,614 was the result of settlements of $2,524,553 plus a downward revision in estimate of $84,295 offset by current year accretion of $442,234. The settlements were a result of the Company completing pond conversions as required by NDEP and the costs were reimbursed by the insurance policy held by the Company for government mandated reclamation at the Sleeper Gold Project.

Liquidity and Capital Resources

Operating, Investing and Financing Activities

At June 30, 2024, we had cash and cash equivalents of $5,423,059 compared to $824,920 as at June 30, 2023. In May 2024, the Company continued with an established “at the market” equity offering program (“ATM”) with Cantor Fitzgerald & Co. and

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A.G.P/Alliance Global Partners to proactively increase financial flexibility. During the fiscal year ended June 30, 2024, the Company issued 6,379,754 shares (2023- 6,996,054 shares) for net proceeds of $1,923,120 (2023 -$2,219,796) under the program.

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

The main uses of cash were comprised of the following material amounts:

•

Cash used to fund our operations, which included general and administration expenses, land holding costs, exploration and development programs at our mineral properties, of $5,409,347.

In addition to cash used in operating activities, the Company used and received cash as follows:

•

Cash used to purchase mining claims and increase reclamation bonds of $100,000;

•

Cash received from equity financings and issuance of note payable of $10,107,486 net of debt repayments and debt issuance costs.

Going Concern

The Consolidated Financial Statements of the Company have been prepared on a “going concern” basis, which means that the continuation of the Company is presumed even though events and conditions exist that, when considered in aggregate, raise substantial doubt about the Company’s ability to continue as a going concern because it is possible that the Company will be required to adversely change its current business plan or man 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. The Company will also continue to identify ways to reduce its cash expenditures.

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 for our fiscal year ending June 30, 2025 to be as follows:

•

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

For discretionary exploration and development, subject to available cash on hand and additional share issuances, we are budgeting the following amounts:

•

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

For the planned reclamation activities required by state and federal regulators at Sleeper, the Company expects that these expenditures will be reimbursed by insurance proceeds. For any interest that accrues and is owing on the outstanding Debenture, the Company expects to elect to pay the quarterly interest payment in shares of its Common Stock.

Subsequent to September 26, 2024, the Company expects to fund operations as follows:

•

Existing cash on hand and working capital.

•

The existing ATM with Cantor Fitzgerald & Co. and A.G.P/Alliance Global Partners.

•

Insurance proceeds to fund reclamation and environmental obligations at its Sleeper Gold Project.

•

Equity financings and sale of royalties.

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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 our 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 costs and debt and derivative liability accounting.

Estimates

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

Mineral property acquisition costs

The Company capitalizes the cost of acquiring mineral properties and will amortize these costs over the useful life of a property following the commencement of production or expense these costs if it is determined that the mineral property has no future economic value or the properties are sold or abandoned. Costs include cash consideration and the fair market value of shares issued on the acquisition of mineral properties. Properties acquired under option agreements, whereby payments are made at the sole discretion of the Company, are recorded in the accounts of the specific mineral property at the time the payments are made.

The amounts recorded as mineral properties reflect actual costs incurred to acquire the properties and do not indicate any present or future value of economically recoverable reserves.

Exploration expenses

We record exploration expenses as incurred. When we determine that precious metal resource deposit can be economically and legally extracted or produced based on established proven and probable reserves, further exploration expenses related to such reserves incurred after such a determination will be capitalized. To date, we have not established any proven or probable reserves and will continue to expense exploration costs as incurred.

Asset Retirement Obligation

The fair value of the Company’s asset retirement obligation (“ARO”) is measured by discounting the expected cash flows using a discount factor that reflects the credit-adjusted risk free rate of interest, while taking into account the inflation rate. The Company prepares estimates of the timing and amounts of expected cash flows and ongoing reclamation expenditures are charged against the ARO as incurred to the extent they relate to the ARO. Significant judgments and estimates are made when estimating the fair value of ARO.

Convertible debt and derivative liabilities

We account for the royalty convertible debenture in accordance with Accounting Standards Codification ("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 royalty convertible debenture 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.

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Off-Balance Sheet Arrangements

We are not currently a party to, or otherwise involved with, any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, or capital resources.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Foreign Currency Exchange Rate Risk

The Company holds cash balances in both U.S. and Canadian dollars. We transact most of our business in U.S. dollars. We do not manage our foreign currency exchange rate risk through the use of financial or derivative instruments, forward contracts or hedging activities.

In general, the strengthening of the U.S. dollar will positively impact our expenses transacted in Canadian dollars. Conversely, any weakening of the U.S. dollar will increase our expenses transacted in Canadian dollars. We do not believe that any weakening of the U.S. dollar as compared to the Canadian dollar will have an adverse material effect on our operations.

Interest Rate Risk

The Company’s investment policy for its cash and cash equivalents is focused on the preservation of capital and supporting the liquidity requirements of the Company. The Company’s interest earned on its cash balances is impacted on the fluctuations of U.S. interest rates. We do not use interest rate derivative instruments to manage exposure to interest rate changes. We do not believe that interest rate fluctuations will have any material effect on our operations.

Item 8. Financial Statements and Supplementary Data.

Our financial statements, accompanying notes and Report of Independent Registered Public Accounting Firm are included in this Annual Report on Form 10-K beginning on page F-1, which are incorporated in this Item 8 by reference.

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including the Principal Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on this evaluation, our Principal Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of such date. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the Principal Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under then supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, 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 and includes those policies and procedures that:

• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2024. In making this assessment, the Company’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated 2013 Framework. Based on this assessment, our management concluded that, as of June 30, 2024, our internal control over financial reporting is effective based on those criteria.

Because we are a smaller reporting company, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting for so long as we are a smaller reporting company.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes to our internal control over financial reporting that occurred during the year ended June 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The information required by Items 401, 405, 406, 407(c)(3), (d)(4) and (d)(5) of Regulation S-K will be contained in the Company’s 2024 Proxy Statement, to be filed with the SEC 120 days following the end of the Company’s fiscal year ended June 30, 2024 (the “2024 Proxy Statement”) and is hereby incorporated by reference thereto.

Item 11. Executive Compensation.

The information required by Item 402 and paragraph (e)(4) and (e)(5) of Item 407 of Regulation S-K will be contained in the Company’s 2024 Proxy Statement, to be filed with the SEC 120 days following the end of the Company’s fiscal year ended June 30, 2024 and is hereby incorporated by reference thereto.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by Item 201(d) and Item 403 of Regulation S-K will be contained in the Company’s 2024 Proxy Statement, to be filed with the SEC 120 days following the end of the Company’s fiscal year ended June 30, 2024 and is hereby incorporated by reference thereto.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The information required by Item 404 and Item 407(a) of Regulation S-K will be contained in the Company’s 2024 Proxy Statement, to be filed with the SEC 120 days following the end of the Company’s fiscal year ended June 30, 2024 and is hereby incorporated by reference thereto.

Item 14. Principal Accounting Fees and Services.

The information required by Item 9(e) of Schedule 14A will be filed in the Company’s 2024 Proxy Statement, to be filed with the SEC within 120 days following the end of the Company’s fiscal year ended June 30, 2024 and is hereby incorporated by reference thereto. The Company's independent registered public accounting firm is Moss Adams LLP, Denver, CO, PCAOB ID: 659.

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PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a)

The following report and financial statements are filed together with this Annual Report:

(1)

Audited Consolidated Financial Statements of Paramount Gold Nevada Corp.

Included in Part II of this report:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of June 30, 2024 and 2023

Consolidated Statements of Operations for the years ended June 30, 2024 and 2023

Consolidated Statements of Cash Flows for the years ended June 30, 2024 and 2023

Consolidated Statements of Stockholders’ Equity for the years ended June 30, 2024 and 2023

Notes to Consolidated Financial Statements

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(b)

Index to Exhibits

41

ExhibitNumber Description

3.1 Certificate of Amended and Restated Articles of Incorporation.2

3.2 Amended and Restated Bylaws.2

10.1 2015 Stock Incentive and Equity Compensation Plan.2

21.1* List of subsidiaries.

23.1* Consent of Moss Adams LLP, Independent Registered Public Accounting Firm

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97.1* Compensation Recovery Policy effective December 13, 2023.

101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents

104 Cover page formatted as Inline XBRL and contained in Exhibit 101

* Filed herewith.

1 Incorporated by reference to the exhibit filed in the Registrant’s Amendment No. 1 to Registration Statement on Form S-1 filed on February 23, 2015.

2 Incorporated by reference to the exhibit filed in the Registrant’s Form 10-Q filed on May 22, 2015.

3 Incorporated by reference to the exhibit filed in the Registrant’s Amendment No. 3 to Registration Statement on Form S-1 filed on April 2, 2015.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Paramount Gold Nevada Corp.

Date: September 26, 2024 By: /s/ Rachel Goldman

Rachel Goldman

(Director and CEO)

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

Name Title Date

Rachel Goldman

Carlo Buffone

Glen Van Treek

/s/ Rudi Fronk Director September 26, 2024

Rudi Fronk

/s/ John Carden Director September 26, 2024

John Carden

/s/ Eliseo Gonzalez-Urien Director September 26, 2024

Eliseo Gonzalez-Urien

/s/ Christopher Reynolds Director September 26, 2024

Christopher Reynolds

/s/ Pierre Pelletier Director September 26, 2024

Pierre Pelletier

/s/ Samantha Espley Director September 26, 2024

Samantha Espley

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB Audit ID 659) F-1

Consolidated Balance Sheets as of June 30, 2024 and 2023 F-3

Notes to Consolidated Financial Statements F-7

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of

Paramount Gold Nevada Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Paramount Gold Nevada Corp. (the “Company”) as of June 30, 2024 and 2023, the related consolidated statements of operations, stockholders’ equity and cash flowsfor the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of June 30, 2024 and 2023, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Uncertainty

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has not generated revenues or cash flows from operations which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidatedfinancial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidatedfinancial statements. We believe that our audits providea reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it

F-1

relates.

As described in Note 7 to the consolidated financial statements, effective December 27, 2023, the Company 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 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. 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 has accounted for the Royalty Conversion Option and related Buyback Provision as an embedded derivative in accordance with Accounting Standards Codification (ASC) 815 and recorded the derivative as a separate liability at fair value.

We identified management’s estimate of the fair value of the embedded derivative feature as a critical audit matter. The fair value was based on level 3 fair value inputs. Given the significant judgment in the determination of fair value of the embedded conversion feature, a high degree of auditor judgment and increased extent of effort was required, including the need to involve our valuation specialists, when performing audit procedures to evaluate whether the fair value of the embedded conversion feature was appropriately valued.

The primary procedures we performed to address this critical audit matter included:

•

We tested the Company’s process used to develop the estimate, including:

o

Gaining an understanding of the methodology used by management and testing the key inputs into the Black-Scholes model, specifically the present value of the royalty stream.

o

Involving a valuation professional with specialized skills and knowledge to assist in evaluating the valuation methodology and underlying inputs, including performing a recalculation of the fair value.

•

Performing the following procedures over the Company’s specialist:

o

Evaluating the professional qualifications of the Company’s specialist in determining that the specialist possessed the necessary knowledge, skills and ability and assessing the relationship of the specialist to the Company.

o

Obtaining an understanding of the nature of the work performed, including the objectives and scope of the specialist’s work and the methods and assumptions used as well as the relevance and reliability of the specialist's work and its relationship to the relevant assertions.

/s/ Moss Adams LLP

Denver, Colorado

September 26, 2024

We have served as the Company’s auditor since 2022.

F-2

PARAMOUNT GOLD NEVADA CORP.

Consolidated Balance Sheets

as of June 30, 2024 and 2023

Assets

Current Assets

Non-Current Assets

Liabilities and Stockholders' Equity

Liabilities

Current Liabilities

Reclamation and environmental obligation, current portion 120,000 2,560,515

Notes payable, related party — 1,579,397

Non-Current Liabilities

Debt liability of royalty convertible debenture, net 11,456,523 —

Derivative liability of royalty convertible debenture 3,642,105 —

Commitments and Contingencies (Note 14)

Stockholders' Equity

The accompanying notes are an integral part of these consolidated financial statements.

F-3

PARAMOUNT GOLD NEVADA CORP.

Consolidated Statements of Operations

for the Years ended June 30, 2024 and 2023

Year Ended June 30,

Expenses

Other Expense (Income)

Change in derivative liability on royalty convertible debenture 881,727 —

Income Taxes

Loss per Common Share

Basic and diluted $ 0.13 $ 0.13

Weighted Average Number of Common

Shares Used in Per Share Calculations

The accompanying notes are an integral part of these consolidated financial statements.

F-4

PARAMOUNT GOLD NEVADA CORP.

Consolidated Statements of Stockholders’ Equity

for the Years ended June 30, 2024 and 2023

The accompanying notes are an integral part of these consolidated financial statements.

F-5

PARAMOUNT GOLD NEVADA CORP.

Consolidated Statements of Cash Flows

for the Years ended June 30, 2024 and 2023

Year Ended June 30,

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

Settlement of asset retirement obligations (120,000 ) (120,001 )

Change in reclamation bonds accounts — (1,200 )

Change in derivative liability 881,727 —

Effect of changes in operating working capital items:

Cash flows from investing activities:

Increase of reclamation bond — (46,700 )

Cash flows from financing activities

Capital issued for financing, net of share issuance costs 1,923,120 2,219,796

Proceeds from royalty convertible debenture 15,000,000 —

Royalty convertible debenture issuance costs (870,111 ) —

Proceeds from notes payable, related parties — 1,500,000

Repayment of notes payable, related parties (1,667,833 ) —

See Note 5 for supplemental cash flow information

The accompanying notes are an integral part of these consolidated financial statements.

F-6

PARAMOUNT GOLD NEVADA CORP.

Notes to Consolidated Financial Statements

Note 1. Description of Business and Summary of Significant Accounting Policies

Paramount Gold Nevada Corp. (the “Company” or “Paramount”), incorporated under the General Corporation Law of the State of Nevada, 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 consolidated financial statements are prepared by management in accordance with U.S. generally accepted accounting principles (‘U.S. GAAP”) and are presented in US dollars. 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.

Foreign Currency Translation and Transactions

The Company’s functional and reporting currency is the United States dollar. Foreign denominated monetary assets and liabilities are translated into their U.S. dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Income and expenses are translated at average rates of exchange during the period. Related translation adjustments as well as gains or losses resulting from foreign currency transactions are reported as part of operating expenses on the statement of operations and comprehensive loss.

Use of Estimates

The preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Significant estimates made by management in the accompanying consolidated financial statements include the adequacy of the Company’s reclamation and environmental obligation, share based compensation, valuation of deferred tax asset, and assessment of impairment of mineral properties.

Cash and Cash Equivalents

All highly liquid investments with maturities of three months or less at the date of purchase are classified as cash and cash equivalents. The carrying amount of these securities approximates fair value because of the short-term maturity of these instruments.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash and cash equivalents. The Company maintains cash in accounts which may, at times, exceed federally insured limits. At June 30, 2024 and 2023, the Company had $5.2 million and $0.6 million, respectively, of balances in excess of federally insured limits. The Company deposits its cash with financial institutions which it believes have sufficient credit quality to minimize the risk of loss.

Fair Value Measurements

The Company has adopted FASB ASC 820, Fair Value Measurements and Disclosures, which defines fair value, establishes guidelines for measuring fair value and expands disclosures regarding fair value measurements. The Company applies fair value accounting for all financial assets and liabilities and non – financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. The Company defines fair value as 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.

The Company has adopted FASB ASC 825, Financial Instruments, which allows companies to choose to measure eligible financial instruments and certain other items at fair value that are not required to be measured at fair value. The Company has not elected the fair value option for any eligible financial instruments.

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Stock Based Compensation

Stock-based compensation cost is measured at the grant date and based on the calculated fair value of the award. For grants to employees an expense is recognized over the employee’s requisite service period (generally the vesting period of the equity grant) using the graded vesting method. For grants to non-employees, an expense is recognized when the good or service is received.

For options with performance conditions, the Company accrues compensation if it is probable that the performance condition will be achieved and recognizes the compensation cost over the requisite service period. The requisite service period for options with performance conditions is estimated based on the analysis of the terms of the award and the specific performance conditions. The Company shall recognize the effect of forfeited awards in compensation cost when they occur. New shares of the Company’s common stock will be issued for any options exercised.

The fair value of Restricted Share Units ("RSUs") and stock awards are based on the Company's stock price on the day of grant. Stock based compensation expense related to RSUs and stock awards is generally recognized over the requisite service period using the graded vesting method. Vesting dates for RSUs with performance conditions are determined by an analysis of the implicit service period of the performance target. The Company shall recognize the effect of forfeited awards in compensation cost when they occur. New shares of the Company's common stock will be issued for any RSUs that vest to recipient.

Mineral Properties

Mineral property acquisition costs are capitalized when incurred and will be amortized using the units-of-production method over the estimated life of the reserve following the commencement of production. If a mineral property is subsequently abandoned or impaired, any capitalized costs will be expensed in the period of abandonment or impairment.

Acquisition costs include cash consideration and the fair market value of shares issued on the acquisition of mineral properties. Net proceeds from the sale of royalties are deducted from the carrying value of the mineral properties.

The recoverability of the costs incurred for the exploration and development of precious mineral properties is dependent on the ability of the Company to obtain the necessary financing to advance the projects to production, upon future profitable production or from proceeds from sale of properties or production royalties. The Company will continue to incur losses and have negative cash flows from operating activities and as such we will require additional capital to fund exploration and development programs, future property acquisitions and for general corporate purposes. If the Company is unable to obtain additional funding, we may be unable to continue its operations, and amounts realized for assets may be less than amounts reflected in these consolidated financial statements.

Exploration Costs

Exploration costs, which include maintenance, development and exploration of mineral claims, are expensed as incurred. When it is determined that a mineral deposit can be economically developed as a result of establishing proven and probable reserves and all regulatory operating permits have been secured, the costs incurred after such determination will be capitalized until the commencement of production and amortized over their useful lives. To date, the Company has not established the commercial feasibility and received the necessary regulatory operating permits for any of its exploration prospects; therefore, all exploration costs are being expensed.

Property and Equipment

Equipment is recorded at cost less accumulated depreciation. All equipment is depreciated over its estimated useful life at the following annual rates:

Computer equipment 30% declining balance

Equipment 20% declining balance

Impairment of Long-Lived Assets

The Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.

The Company assesses the carrying value of mineral properties for whenever information or events indicate the potential for impairment. This would include our inability to obtain all the necessary regulatory permits to build and operate mines related to our mineral properties, government actions, the results of exploration activities and technical evaluations and changes in key economic

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conditions such as the price of gold and silver or key inputs to the building and operating of a mine including initial capital, yearly production levels and operating expenses. We compare estimated future net cash flows with our carrying costs and future obligations on an undiscounted basis. The undiscounted cash flows are based on the amounts we expect to receive from the sale of gold and silver produced from the mine, the level of operating expenses we expect to incur to produce the gold and silver that is recovered from the mineral deposit and the level of capital expected to build, operate and sustain the mine operations. If it is determined that the estimated future undiscounted cash flows are less than the carrying value of the property, a write-down to the estimated fair value will be reported in our Consolidated Statement of Operations for the period. There has been no impairment of our mineral properties for the fiscal years-ended June 30, 2024 and 2023.

Reclamation and Environmental Obligation

The Company follows the provisions of ASC 410, “Asset Retirement and Environmental Obligations”, which establishes the standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment, or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets. The fair value of a liability for an asset retirement obligation will be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset. An accretion cost, representing the increase over time in the present value of the liability, is recorded each period. As reclamation work is performed or liabilities are otherwise settled, the recorded amount of the liability is reduced. Future reclamation costs are accrued based on management’s best estimate at the end of each period of the discounted costs expected to be incurred for the asset. Such costs include facilities removal, earthworks, revegetation and on-going monitoring. Changes in estimates are reflected prospectively in the period an estimate is revised.

Net Loss per Share

Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of shares outstanding during each period. Diluted loss per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock.

For the years ended June 30, 2024 and 2023, the shares of common stock equivalents related to outstanding stock options, restricted share units and shares upon conversion of the 2019 notes have not been included in the diluted per share calculation as they are anti-dilutive as the Company has recorded a net loss from continuing operations for each year.

Leases

The Company determines if an arrangement is, or contains, a lease at the inception date. Right-of-use (“ROU”) assets related to operating leases are included in Other assets, non-current with related liabilities included in Accrued liabilities and Other long-term liabilities. ROU assets under finance leases, which primarily represent property and equipment, are included in Property, plant and equipment, net with related liabilities in debt, current and debt, non-current on the Consolidated Balance Sheet.

Operating lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. We use our estimated incremental borrowing rate in determining the present value of lease payments. Variable components of the lease payments such as maintenance costs are expensed as incurred and not included in determining the present value. Our lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense is recognized on a straight-line basis over the lease term. Currently, the Company does not have any leases with terms greater than 12 months.

Convertible Debt

The Company reviews the terms of its convertible notes payable to determine whether to account for any portion of the proceeds towards the conversion feature. In general, when the convertible notes instrument has the following characteristics and terms no portion of the proceeds from the issuance shall be accounted for as attributable to the conversion feature: a) is convertible into common stock of the Company at a specified price at the option of holder; b) the debt is sold at a price or has value at issuance not significantly in excess of the face amount; c) an interest rate that is lower than the Company could establish for nonconvertible debt; d) an initial conversion price that is greater than the fair value of the common stock at time of issuance and; e) a conversion price that does not decrease except pursuant to antidilution provisions. When proceeds are not attributable to the conversion features of the debt, the Company records the entire amount as a liability. If the fair value option is not elected, the Company will reduce the initial carrying amount of the debt by any direct and incremental issuance costs paid to third parties that are associated with the convertible debt issuance.

The Company also reviews the terms of its convertible notes payable to determine whether there are embedded derivatives, including the embedded conversion option, that are required to be bifurcated and accounted for as individual derivative financial instruments. In

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circumstances where convertible debt contains embedded derivatives that are required to be separated from the host contracts, the total proceeds received are first allocated to the fair value of the derivative financial instruments determined using the binomial model. The remaining proceeds, if any, are then allocated to the debenture cost contracts, usually resulting in those instruments being recorded at a discount from their principal amount. This discount is accreted over the expected life of the instruments to profit (loss) using the effective interest method.

The debenture host contracts are subsequently recorded at amortized cost at each reporting date, using the effective interest method. The embedded derivatives are subsequently recorded at fair value at each reporting date, with changes in fair value recognized in profit (loss).

Derivative Liability

The Company reviews the terms of its convertible loans to determine whether there are embedded derivatives that are required to be bifurcated and accounted for as individual derivative financial instruments. The Company determined that a conversion feature embedded in its convertible loan is required to be accounted for separately from the convertible loan as a derivative liability and recorded at fair value and the remaining value allocated to the convertible loan net the unamortized debt issuance costs. The derivative liability will be fair valued at each reporting period, with changes in fair value recorded as a gain or loss in the Consolidated Statement of Operations.

Income Taxes

Income taxes are determined using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized.

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. Potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future periods; and accordingly is offset by a valuation allowance.

To the extent interest and penalties may be assessed by taxing authorities on any underpayment of income tax, such amounts would be accrued and classified as a component of income tax expense in our Consolidated Statements of Operations and Comprehensive Loss.

Note 2. Recent Accounting Guidance

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures. The ASU requires that an entity disclose significant segment expenses impacting profit and loss that are regularly provided to the chief operating decision maker. The update is required to be applied retrospectively to prior periods presented, based on the significant segment expense categories identified and disclosed in the period of adoption. The amendments in this ASU are required to be adopted for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact that adopting this update will have on its financial statement disclosures.

Note 3. 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.

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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 September 26, 2024, the Company expects to fund operations as follows:

•

Existing cash on hand and working capital.

•

The existing ATM with Cantor Fitzgerald & Co. and A.G.P/Alliance Global Partners.

•

Insurance proceeds to fund reclamation and environmental obligations at its Sleeper Gold Project.

•

Equity financings and sale of royalties.

At June 30, 2024, the Company’s cash balance was $5,423,059. During the month of December 2023, the Company entered into a Secured Royalty Convertible Debenture (the “Debenture”) (Note 6) in favor of Sprott Private Resource Streaming and Royalty (US Collector), LP, as agent for itself and certain affiliates (collectively, “Sprott”). Pursuant to the Debenture, Sprott advanced $15,000,000 to Paramount, which will be used to fund the continued permitting of the proposed Grassy Mountain Gold Mine and for general corporate purposes. Proceeds from the Debenture were also used for the repayment of the Company’s outstanding 2019 secured convertible notes and notes payable, related parties. After the repayment of debt and transaction costs the net proceeds available to the Company after the Sprott transaction were $8,369,602.

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

Note 4. 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 under ASC 820 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. As required by ASC 820, assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.

Our financial instruments include cash, accounts payable, accrued liabilities, notes payable, the royalty conversion option on the Debenture (see Note 7) and convertible debt. Due to their short maturity of our cash, accounts payable, notes payable and accrued liabilities, we believe that their carrying amounts approximate fair value as of June 30, 2024 and June 30, 2023.

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The Company determined that the Royalty conversion feature (Note 7) 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 year ended June 30, 2024, the fair value derivative liability increased by $881,727 and it was recorded in Other expenses on the Consolidated Statement of Operations.

As of June 30, 2024, the Royalty conversion feature is recorded at $3,642,105 (Initial Recognition -$2,760,378) and is valued based on Level 3 inputs. Several steps were used to calculate the fair value of the Royalty conversion feature on the Debenture. First, the gross revenue estimates from the Company's 2022 Technical Report Summary on the Grassy Mountain Project, Oregon U.S.A with an effective date of June 30, 2022 served as a basis for calculating the annual gross royalty amounts, utilizing the Royalty Agreement's royalty rate of 4.75% for the life of the mine The annual royalty amounts were discounted using a long term stock market rate of return of 10%. Second, a Black-Scholes model was used to calculate the fair value of the conversion option. The key assumptions in valuing the royalty conversion option derivative include:

 June 30, 2024 At Issuance Date

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 5. Non-Cash Transactions

During the year-ended June 30, 2024, the Company issued 3,142,803 shares of Common Stock for payment of interest on its outstanding 2019 Convertible Notes and Royalty Convertible Debenture with a fair value of $1,117,837. The total amount of shares issued for the year ended June 30, 2024 were comprised of 1,111,571 shares issued for the 2019 Convertible Notes with a fair value of $342,837 and 2,031,232 shares issued for the Royalty Convertible Debenture with a fair value of $775,000. The Company also issued 709,500 shares of Common Stock under its equity compensation plans with a fair value of $254,688. Also during the year-ended June 30, 2024, expenses incurred for reclamation costs were settled directly by an insurance company in the amount of $2,501,780.

During the year-ended June 30, 2023, the Company issued 799,613 shares of Common Stock for payment of interest on its outstanding 2019 Convertible Notes with a fair value of $320,826. The Company also issued 425,500 shares of Common Stock under its equity compensation plans with a fair value of $142,650.

Note 6. Capital Stock

Authorized Capital

Authorized capital stock consists of 200,000,000 shares of Common Stock with par value of $0.01 per common share (2023 - 200,000,000 shares of Common Stock with par value $0.01 per common share).

During the year-ended June 30, 2024, the Company issued 6,379,754 shares for net proceeds of $1,923,120 through its at-the-market offering and issued 3,142,803 shares for the payment of accrued interest (Note 7) with a fair value of $1,117,837. The Company also issued 709,500 shares related to awards made under its equity compensation plans.

During the year-ended June 30, 2023, the Company issued 6,996,054 shares for net proceeds of $2,219,796 through its at-the market offering and issued 799,613 shares for payment of interest accrued and owing (Note 5 and Note 7) with a fair value of $320,826. The Company also issued 425,500 shares related to awards under its equity compensation plans.

Stock Options, Restricted Stock Units and Stock Based Compensation

Paramount’s 2015 and 2016 Stock Incentive and Compensation Plans, which are stockholder-approved, permits the grant of stock options, restricted stock units and stock to its employees and directors for up to 5.5 million shares of common stock.

Total stock-based compensation for the years-ended June 30, 2024 and 2023 were $331,095 and $349,992 respectively. Total stock-based compensation for the year-ended June 30, 2024 consists of the aggregate of stock-based compensation recorded for outstanding stock-option awards $4,899 (2023 - $24,467), restricted stock unit awards $292,827 (2023 - $303,025) and restricted stock grant awards $33,370 (2023 - $22,500).

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Restricted Stock Grants

During the year-ended June 30, 2024, the Company granted and issued 94,000 shares (2023 -75,000) of Common stock under its equity compensation plan with a fair value of $33,370 (2023 - $22,500).

Stock Options and Stock Based Compensation

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, employee 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 employee equity compensation plan).

For the year-ended June 30, 2024 and 2023, the Company granted nil and 50,000 stock options to employees, directors and consultants, respectively.

For the year-ended June 30, 2024, share-based compensation expense relating to service conditions options and performance conditions options were $nil and $4,899, respectively (2023 - $12,021 and $12,446).

The fair value for these options was calculated using the Black-Scholes option valuations method. The weighted average assumptions used for the fiscal years ending June 30, 2024 and 2023 were as follows:

Twelve Months Ended June 30, 2024 Twelve Months Ended June 30, 2023

Weighted average risk-free interest rate N/A 2.79 %

Weighted-average volatility N/A 58 %

Expected dividends N/A 0

Weighted average expected term (years) N/A 5

Weighted average fair value N/A $ 0.19

A summary of option activity under the Stock Incentive and Compensation Plan as of June 30, 2024 and 2023, and changes during the years ended June 30, 2024 and 2023 are presented below.

Exercised — — — —

Granted — — — —

Exercised — — — —

Forfeited or expired — — — —

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A summary of the status of Paramount’s non-vested options as of June 30, 2024 and 2023 and changes during the years ended June 30, 2024 and 2023 are presented below.

Non-vested Options Options Weighted-Average Grant-Date Fair Value

Granted — —

Vested — —

Forfeited or expired — —

As of June 30, 2024 and 2023, there was $3,275 and $8,174 respectively of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the employee share option plan. This expense is expected to be recognized over a weighted-average period of 0.85 years. The total fair value of stock options vested during the years ended June 30, 2024 and 2023, was nil and $26,552 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.

During the year-ended June 30, 2024, the Company granted 1,360,000 RSUs (2023 - 630,000)

During the year-ended June 30, 2024, share-based compensation expenses related to service condition RSUs and performance condition RSUs was $191,136 and $101,691, respectively (2023 - $161,756 and $141,269)

A summary of RSUs activity is summarized as follows:

Forfeited — —

Forfeited — —

As of June 30, 2024 and 2023, there was approximately $250,221 and $170,404 of unamortized stock-based compensation expense related to outstanding RSUs. This expense is expected to be recognized over the remaining weighted-average vesting periods of 1.39 years.

Note 7. 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

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accrue interest at 13% per annum. In connection with the issuance of the Debenture, the Company incurred $870,111 of debt issuance costs which will be reflected as a discount on the Debenture. Unamortized debt issuance costs will be amortized over the five year term of the Debenture and recorded as an interest expense in the Consolidated Statement of Operations.

If the Royalty is issued, Paramount has the option to buy back 50% of the Royalty by paying either $11.25 million on the second (2nd) anniversary of the Royalty or $12.375 million on the third (3rd) anniversary. The Company’s obligations under the Debenture are secured by a pledge of the assets of the Company and its subsidiaries, including without limitation by deeds of trust with respect to the Grassy Mountain project and the Company’s Nevada property, Sleeper. The Company is required to maintain a positive cash balance at all times and shall maintain a positive adjusted working capital amount at the end of each fiscal quarter commencing with the fiscal quarter March 31, 2024. At June 30, 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 $3,642,105 at June 30, 2024 and $2,760,378 at issuance December 27, 2023 (Note 4).

At June 30, 2024 and at issuance date of December 27, 2023, the Debenture consisted of the following:

Derivative liability of royalty convertible debenture 3,642,105 2,760,378

In connection with the Debenture, Paramount and Calico entered into a Mining Right of First Refusal Option to Purchase Agreement (the “ROFR”) in favor of Sprott. Pursuant to the ROFR, we have granted to Sprott the right of first refusal with respect to any proposed grant, sale or issuance to any third party of a stream, royalty or similar interest (a “Mineral Interest”) based on or with reference to future production from the proposed Grassy Mountain gold and silver mine. If the cash equivalent value (with the value of any non-cash consideration of any third party offer (the “Third Party Consideration”) exceeds $60,000,000 then Sprott shall have the right to buy a percentage interest of the Mineral Interest equal to the percentage that $60,000,000 is to the Third Party Consideration (the “Proportionate Mineral Interest”). If the Third Party Consideration equals or is less than $60,000,000, Sprott shall have the right to buy the entire Mineral Interest subject to such third party offer.

The ROFR shall terminate on the date which is the earlier of (i) the seventh (7th) anniversary of the ROFR; (ii) the closing of one or more purchase transactions between us and Sprott in respect of Mineral Interests for an aggregate purchase price of $60,000,000 upon the exercise by Sprott of its rights pursuant to the ROFR; and (iii) the closing of a purchase transaction between us and third party in respect of a Mineral Interest for a purchase price in excess of $60,000,000 where Sprott does not exercise its right of first refusal pursuant to the ROFR.

2019 Senior Secured Convertible Notes

Debt

Current Non-Current Current Non-Current

Less: unamortized discount and issuance costs — — (4,862 ) —

In September 2019, the Company completed a private offering of 5,478 Senior Secured Convertible Notes (“2019 Convertible Notes”) at $975 per $1,000 face amount due in September 2023. Each 2019 Convertible Note will bear an interest rate of 7.5% per annum, payable semi-annually. During the year ended June 30, 2023, the maturity of the 2019 Convertible Notes was extended to the earlier of September 30, 2024 or the date of funding of the transaction contemplated by a non-binding term sheet between the Company and Sprott Resource and Streaming Royalty Corp and the annual interest rate increased to 12% commencing on October 1, 2023. The effective interest rate of the 2019 Convertible Notes is 9.24%. The principal amount of the 2019 Convertible Notes was convertible at

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a price of $1.00 per share of Paramount common stock. Unamortized discount and issuance costs of $275,883 were amortized as an additional interest expense over the four-year term of the 2019 Convertible Notes. During the year-ended June 30, 2024, the Company amortized $4,862 (2023-$51,018) of discount and issuance costs. At any point after the second anniversary of the issuance of the convertible notes, Paramount could force conversion if the share price of its common stock remains above $1.75 for 20 consecutive trading days. The convertible notes were secured by a lien on all assets of the Company and the Company was required to maintain a cash balance of $250,000. During the fiscal year ended June 30, 2024, all 2019 Convertible Notes outstanding were repaid by the Company.

During the year-ended June 30, 2024, there were no notes converted to shares of Common Stock (2023 – NIL). Also during the year-ended June 30, 2024, the Company recorded interest expense of $325,283 (2023 - $325,283).

Note 8. Note Payable, Related Party

On December 9, 2022, the Company issued a Bridge Promissory Note (the "Note") to Seabridge, an entity affiliated with the Chairman of our Board of Directors, Rudi Fronk, and an owner of approximately 5.5% of our outstanding common stock, pursuant to which the Company may borrow, in one or more advances, the principal amount of up to $1,500,000 (the "Loan"). The Loan bears interest at a per annum rate of 12%, payable upon maturity or prepayment, and matures on September 30, 2023. The Company has the right to prepay the Loan, in whole or in part, at any time without penalty.

During the fiscal year ended June 30, 2024, an agreement between the Company and Seabridge was reached to extend the maturity of the Note to the earlier of November 30, 2023 or the date of funding of the transaction contemplated by a non-binding term sheet between the Company and Sprott Resource and Streaming Royalty Corp and increase the per annum interest rate of the Loan to 13% commencing on October 1, 2023.

During the fiscal year ended June 30, 2024, the Company repaid the balance of the loan including accrued interest in the amount of $1,667,833.

Note 9. Mineral Properties

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

Sleeper:

Sleeper is located in Humbolt County, Nevada approximately 26 miles northwest of the town of Winnemucca.

During the year-ended June 30, 2024, the Company recognized a decrease in the mineral properties for the Sleeper Gold Project due to a settlement and change of estimate of its reclamation and environmental obligation amounting to $2,488,848 (Note 10). For the year ended June 30, 2023, the Company recognized a decrease in mineral properties for the Sleeper Gold Project due to a change in estimate of its reclamation and environmental obligation amounting to $360,612 (Note 10).

Grassy Mountain:

The Grassy Mountain Project is located in Malheur County, Oregon, approximately 22 miles south of Vale, Oregon, and roughly 70 miles west of Boise, Idaho.

Other Oregon Based Projects :

During the year ended June 30, 2024, the Company made a payment to Nevada Select Royalty Inc. ("Nevada Select") in the amount of $50,000 (2023 - $50,000). See Note 14 for a description of the Frost Project.

Other Nevada Based Projects:

During the year ended June 30, 2024, the Company made a payment to Nevada Select in the amount of $50,000 (2023 - $30,000). See Note 14 for a description of 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 year ended June 30, 2024 and

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2023, no events or changes in circumstance are believed to have impacted recoverability of the Company’s long-lived assets. Accordingly, it was determined that no impairment was necessary.

Note 10. Reclamation and Environmental Obligation:

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 for its BLM mining claims. The balance of posted cash reclamation bonds at June 30, 2024 is $546,176 (June 30, 2023 - $546,176).

Paramount is responsible for managing the reclamation activities from the previous mine operations at the Sleeper Gold Mine as directed by the BLM and the Nevada State Department of Environmental Protection (“NDEP”). Paramount has estimated the undiscounted reclamation costs for existing disturbances at the Sleeper Gold Project required by the BLM to be $3,725,110. These costs are expected to be incurred between the calendar years 2024 and 2060. At June 30, 2024, Paramount has also estimated undiscounted reclamation cost as required by the NDEP to be $2,301,259. These costs include on-going monitoring of ground water conditions at site. These costs are expected to be incurred between calendar years 2024 and 2039. The sum of expected costs by year are discounted using the Company’s credit adjusted risk free interest rate from the time it expects to pay the retirement 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 fiscal years ending June 30, 2024 and 2023:

Weighted-average credit adjusted risk free rate 9.93 % 9.93 %

Weighted-average inflation rate 2.53 % 2.49 %

Changes to the Company’s asset retirement obligation for the Sleeper Gold Mine for the years ended June 30, 2024 and 2023 are as follows:

During the year ended June 30, 2024 and 2023, changes in estimates and settlements for the reclamation and environmental obligation totaled $2,608,848 and $484,613, respectively. For settlements that have no benefit to future mining operations, the corresponding amount recorded in mineral properties are written off (Note 9). The balance of the reclamation and environmental obligation of $2,270,288 (2023 - $4,436,902) is comprised of a current portion of $120,000 (2023 - $2,560,515) and a non-current portion of $2,150,288 (2023 - $1,876,387).

Note 11. Other Income

The Company’s other income details were as follows:

Leasing of water rights to third party 6,095 5,975

Restitution payment 3,785 —

Note 12. Segmented Information

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

Expenses by material project for the year ended June 30, 2024:

Exploration and Development Expenses Reclamation Expenses Land Holding Costs

Grassy Mountain Project and other Oregon based Projects 1,613,551 — 157,313

Expenses by material project for the year ended June 30, 2023:

Exploration and Development Expenses Reclamation Expenses Land Holding Costs

Grassy Mountain Project and other Oregon based Projects 1,466,402 — 153,513

Carrying values of mineral properties by material projects:

Additional operating expenses incurred by the Company are treated as corporate overhead with exception of accretion expense which is discussed in Note 10.

Note 13. Income Taxes

At June 30, 2024, the Company has net operating loss carry forwards of $38,219,334 (2023- $38,219,334) expiring between the years 2024 and 2038 which are available to reduce future taxable income. Tax losses incurred after June 30, 2018 of $35,736,884 (2023 - $30,375,155) may be carried forward indefinitely. The tax effects of the significant components within the Company’s deferred tax asset (liability) at June 30, 2024 and 2023 are as follows:

Net deferred tax asset $ — $ —

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The income tax recovery differs from the amounts computed by applying statutory tax to pre-tax losses as a result of the following:

Other items — —

Change in tax rates — —

Current tax expense (recovery) — —

$ — $ —

The potential tax benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

Accounting for uncertainty for Income Tax

Income taxes are determined using assets and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that includes the enactment date. In addition, a valuation allowance is established to reduce any deferred tax asset for which it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized.

As at June 30, 2024 and 2023, the Company’s consolidated balance sheets did not reflect a liability for uncertain tax positions, nor any accrued penalties or interest associated with income tax uncertainties. The Company is subject to income taxation at the federal and state levels. The Company is subject to US federal tax examinations for the tax years 2019 through 2023. Loss carryforwards generated or utilized in years earlier than 2019 are also subject to examination and adjustment. The Company has no income tax examinations in process.

Note 14. 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 $40,000 per year the first two years of the lease term and $60,000 per year thereafter with an option to purchase the Cryla Claims for $560,000 at any time. The term of the agreement is 25 years. 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. Paramount made the annual lease payment of $60,000 as required by the agreement during the year ended June 30, 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 (“Nevada Select”) to purchase 100% in 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. Upon signing the agreement, Paramount made a payment of $10,000 to Nevada Select. 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. All required payments under the agreement due at June 30, 2024 have been paid including a payment for $50,000 that was due on the anniversary date of receiving the drill permit from the responsible regulatory agencies. The Frost Claims are without known mineral reserves.

During the year-ended June 30, 2022, the Company entered into an option agreement with Nevada Select to purchase the Bald Peak mining claims in the State 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 year-ended June 30, 2024, the Company made a payment under the agreement of $50,000. The Bald Peak Claims are without known mineral reserves.

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Seabridge holds an 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.

Note 15. Subsequent Events

The Company sold 114,918 shares under its at the market program for net proceeds of $53,299.

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