8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 16, 2024

Paramount Gold Nevada Corp.

(Exact name of Registrant as Specified in Its Charter)

Nevada	001-36908	98-0138393
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

665 Anderson Street
Winnemucca, Nevada	89445
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: 775 625-3600

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Item 8.01 Other Events.

On May 16, 2024, Paramount Gold Nevada Corp. (the “Company”) filed a prospectus supplement (the “Prospectus Supplement”) for the offer and sale of shares of its common stock, par value $0.01 per share (“Common Stock”), having an aggregate offering price of up to $7,000,000, pursuant to the Controlled Equity Offering^SM Sales Agreement, dated March 8, 2024 (“Sales Agreement”), with Cantor Fitzgerald & Co. and A.G.P./Alliance Global Partners. The Prospectus Supplement amends and supplements the information in the prospectus supplement, dated March 22, 2024 (the “Prior Prospectus Supplement”), filed with the Securities and Exchange Commission as a part of the Company’s registration statement on Form S-3 (File No. 333-275376), relating to the offer and sale of up to $3,100,000 of shares of the Company’s Common Stock, pursuant to the Sales Agreement. The Prospectus Supplement should be read in conjunction with the Prior Prospectus Supplement and the accompanying prospectus thereto, and is qualified by reference thereto, except to the extent that the information therein amends or supersedes the information contained in the Prior Prospectus Supplement and the accompanying prospectus. The Prospectus Supplement is not complete without and may only be delivered or utilized in connection with, the Prior Prospectus Supplement and accompanying prospectus and any future amendments or supplements thereto. Since March 22, 2024, the Company has sold $719,351 of Common Stock under the Sales Agreement. A copy of the opinion of Duane Morris LLP relating to the validity of the Common Stock is attached as Exhibit 5.1 hereto.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Description
5.1	Opinion of Duane Morris LLP.
23.1	Consent of Duane Morris LLP (included in Exhibit 5.1).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

		Paramount Gold Nevada Corp.
Date: May 16, 2024	By:	/s/ Carlo Buffone
		Carlo Buffone, Chief Financial Officer

EX-5.1

NEW YORK LONDON SINGAPORE PHILADELPHIA CHICAGO WASHINGTON, DC SAN FRANCISCO SILICON VALLEY SAN DIEGO SHANGHAI TAIWAN BOSTON HOUSTON LOS ANGELES HANOI HO CHI MINH CITY   FIRM and AFFILIATE OFFICES   www.duanemorris.com ATLANTA BALTIMORE WILMINGTON MIAMI BOCA RATON PITTSBURGH NEWARK LAS VEGAS CHERRY HILL LAKE TAHOE MYANMAR OMAN A GCC REPRESENTATIVE OFFICE OF DUANE MORRIS   ALLIANCES IN MEXICO AND SRI LANKA

May 16, 2024

Paramount Gold Nevada Corp.

665 Anderson Street

Winnemucca, NV 89445

Re: Paramount Gold Nevada Corp. – Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel to Paramount Gold Nevada Corp., a Nevada corporation (the “Company”), in connection with the Controlled Equity Offering^SM Sales Agreement, dated March 8, 2024 (the “Agreement”), by and among Cantor Fitzgerald & Co. and A.G.P./Alliance Global Partners, as sales agents, and the Company, pursuant to which the Company may issue and sell up to an aggregate of $7,000,000 shares of common stock, par value $0.01 per share (the “Shares”). The Shares are being offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-275376), initially filed by the Company with the Securities and Exchange Commission (the “Commission”) on November 7, 2023, as amended on February 6, 2024 and March 8, 2024, and declared effective on March 22, 2024 (the “Registration Statement”), in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder (collectively, the “Act”), relating to the issuance and sale of the Shares.

For purposes of rendering this opinion, we have examined originals or copies (certified or otherwise identified to our satisfaction) of (i) the Registration Statement, including the prospectus contained therein (the “Base Prospectus”); (ii) the prospectus supplement, dated May 16, 2024, in the form filed with the Commission pursuant to Rule 424(b) under the Act (the “Prospectus Supplement,” together with the Base Prospectus and the documents incorporated and deemed to be incorporated by reference therein, herein collectively referred to as the “Prospectus”); (iii) the Amended and Restated Certificate of Incorporation, as amended (“Company’s Certificate of Incorporation”); (iv) the Amended and Restated Bylaws of the Company (“Company’s Bylaws”); and (v) records of proceedings of the Board of Directors, or committees thereof. We have also examined such other certificates of public officials, such other certificates of officers of the Company and such other records, agreements, documents and instruments as we have deemed relevant and necessary as a basis for the opinions hereafter set forth. In rendering such opinion, we have relied as to factual matters upon the representations, warranties and other statements made in the Agreement without having independently verified such factual matters.

May 16, 2024 Page 2

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, the Shares have been duly authorized, and when the Shares are issued and paid for in accordance with the terms and conditions of the Agreement, the Shares will be validly issued, fully paid and non-assessable.

Our opinion herein is limited to the Business Corporation Act of the State of Nevada and the federal laws of the United States of America.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to the use of this opinion as an exhibit to the Current Report on Form 8-K to be filed by the Company and further consent to all references to us in the Prospectus Supplement under “Legal Matters”. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very truly yours,

/s/ Duane Morris LLP

2

XML

Document and Entity Information	May 16, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001629210
Document Type	8-K
Document Period End Date	May 16, 2024
Entity Registrant Name	Paramount Gold Nevada Corp.
Entity Incorporation State Country Code	NV
Entity File Number	001-36908
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
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.01 Par Value Per Share
Trading Symbol	PZG
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false