S-8

As filed with the Securities and Exchange Commission on June 17, 2015

                                                                                                                 Registration No.  333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

________________________

PARAMOUNT GOLD NEVADA CORP.

(Exact name of registrant as specified in its charter)

Nevada	98-0138393
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

________________________

665 Anderson Street

Winnemucca, Nevada 89445

(775) 625-3600

(Address, including zip code, and telephone number, including area

code, of registrant’s principal executive offices)

________________________

Paramount Gold Nevada Corp.

2015 Stock Incentive and Equity Compensation Plan

(Full title of plan)

________________________

Carlo Buffone

Chief Financial Officer

665 Winnemucca, Nevada 89445

(775) 625-3600

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

________________________

Copy to:

James T. Seery

LeClairRyan, A Professional Corporation

One Riverfront Plaza

1037 Raymond Boulevard, Sixteenth Floor

Newark, New Jersey

(973) 491-3600

________________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐		Accelerated filer	☐
Non-accelerated filer	☐	(Do not check if a smaller reporting company)	Smaller reporting company	☒

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)(2)	Proposed maximum offering price per share (3)	Proposed maximum aggregate offering price (3)	Amount of registration fee
Common Stock, $0.01 par value per share (the “Common Stock”)	1,277,818	$1.54	$1,967,839.72	$228.66

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock of Paramount Gold Nevada Corp. that may become issuable under the Paramount Gold Nevada Corp. 2015 Stock Incentive and Equity Compensation Plan (the “Plan”) by reason of any stock dividend, stock split, split-up, recapitalization or similar transaction the effect of which results in an increase in the number of the Company’s outstanding shares of Common Stock issuable pursuant to awards granted under the Plan.

(2) Represents 1,277,818 shares of Common Stock reserved for issuance pursuant to the Plan.

(3) Estimated solely for the purpose of computing the registration fee pursuant Rules 457(c) and (h) under the Securities Act based upon the average of the high and low prices reported for the Common Stock on the NYSE MKT on June 12, 2015.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I will be delivered to participants of the Paramount Gold Nevada Corp. 2015 Stock Incentive and Equity Compensation Plan as specified by Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.  Such documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.Incorporation of Documents by Reference.

The following documents, previously filed by the Company with the Commission, are incorporated herein by reference:

(a) The Company’s prospectus filed on April 10, 2015 pursuant to Rule 424(b) under the Securities Act relating to the Registration Statement on Form S-1, as amended (File No. 333-201431), which contained audited financial statements of the Company for the fiscal year ended June 30, 2014;

(b) Our Quarterly Report on Form 10-Q filed with the Commission on May 22, 2015.

(c) Our Current Report on Form 8-K filed on April 21, 2015

(d) All reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since April 10, 2014; and

(e) The description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-A filed with the Commission on April 6, 2015, pursuant to Section 12 of the Exchange Act, including any amendment or report filed with the Commission for the purpose of updating such description.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, are deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the respective dates of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as “Incorporated Documents”).

Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.Description of Securities.

Not applicable.

Item 5.Interests of Named Experts and Counsel.

Not applicable.

Item 6.Indemnification of Directors and Officers.

Nevada Revised Statutes Sections 78.7502 and 78.751 provide us with the power to indemnify any of our directors and officers. The director or officer must have conducted himself/herself in good faith and reasonably believe that his/her conduct was in,

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or not opposed to, our best interests. In a criminal action, the director, officer, employee or agent must not have had reasonable cause to believe his/her conduct was unlawful.

Under Revised Statutes Section 78.751, advances for expenses may be made by agreement if the director or officer affirms in writing that he/she believes he/she has met the standards and will personally repay the expenses if it is determined such officer or director did not meet the standards.

Our amended and restated articles of incorporation provide that our officers and directors shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada against all expenses, liability and loss (including attorneys’ fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by them in connection with any civil, criminal, administrative or investigative action, suit or proceeding related to their service as an officer or director. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. We must pay the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by us. Such right of indemnification shall not be exclusive of any other right which such directors or officers may have or hereafter acquire.

Our amended and restated articles of incorporation provide that we may adopt bylaws to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may purchase and maintain insurance on behalf of any of officers and directors. The indemnification provided in our amended and restated articles of incorporation shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such person.

Our amended and restated bylaws provide that a director or officer shall have no personal liability to us or our stockholders for damages for breach of fiduciary duty as a director or officer, except for damages for breach of fiduciary duty resulting from (a) acts or omissions which involve intentional misconduct, fraud, or a knowing violation of law, or (b) the payment of dividends in violation of Nevada Revised Statutes Section 78.3900.

The foregoing is only a general summary of certain aspects of Nevada law, the Registrant’s amended and restated articles of incorporation and amended and restated bylaws, and the insurance dealing with indemnification of directors and officers, and does not purport to be complete. It is qualified in its entirety by reference to the detailed provisions of Nevada law, the Registrant’s amended and restated articles of incorporation and amended and restated bylaws, and the insurance policies.

Item 7.Exemption from Registration Claimed.

Not applicable.

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Item 8.Exhibits.

Exhibit Number	Description
3.1	Amended and Restated Articles of Incorporation of Paramount Gold Nevada Corp. (incorporated by reference to Exhibit 3.1 to Form 10-Q filed on May 22, 2015).
3.2	Amended and Restated Bylaws of Paramount Gold Nevada Corp. (incorporated by reference to Exhibit 3.2 to Form 10-Q filed on May 22, 2015).
5.1*	Opinion of Parsons Behle & Latimer
23.1*	Consent of MNP LLP, independent registered public accounting firm.
23.2	Consent of Parsons Behle & Latimer (included in Exhibit 5.1).
24.1	Power of Attorney (contained on signature page hereto).
99.1	Paramount Gold Nevada Corp. 2015 Stock Incentive and Equity Compensation Plan (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on May 22, 2015).

_________________

* Filed herewith.

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Item 9.Undertakings.

(a)The undersigned registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ottawa, Province of Ontario, on June 17, 2015.

PARAMOUNT GOLD NEVADA CORP.
By:	/s/ Carlo Buffone
	Carlo Buffone
	Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below, constitutes and appoints Glen Van Treek and Carlo Buffone, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to sign any registration statement for the same Offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

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Signature	Title	Date
/s/ Glen Van Treek	President and Director (Principal Executive Officer)	June 17, 2015
Glen Van Treek
/s/ Carlo Buffone	Chief Financial Officer (Principal Financial and Accounting Officer)	June 17, 2015
Carlo Buffone
/s/ David Smith	Director	June 17, 2015
David Smith
/s/ John Carden	Director	June 17, 2015
John Carden
/s/ Eliseo Gonzalez-Urien	Director	June 17, 2015
Eliseo Gonzalez-Urien
/s/ Christopher Reynolds	Director	June 17, 2015
Christopher Reynolds

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EXHIBIT INDEX

Exhibit Number	Description
3.1	Amended and Restated Articles of Incorporation of Paramount Gold Nevada Corp. (incorporated by reference to Exhibit 3.1 to Form 10-Q filed on May 22, 2015).
3.2	Amended and Restated Bylaws of Paramount Gold Nevada Corp. (incorporated by reference to Exhibit 3.2 to Form 10-Q filed on May 22, 2015).
5.1*	Opinion of Parsons Behle & Latimer
23.1*	Consent of MNP LLP, independent registered public accounting firm.
23.2	Consent of Parsons Behle & Latimer (included in Exhibit 5.1).
24.1	Power of Attorney (contained on signature page hereto).
99.1	Paramount Gold Nevada Corp. 2015 Stock Incentive and Equity Compensation Plan (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on May 22, 2015).

_________________

* Filed herewith.

EX-5

Exhibit 5.1

June 17, 2015

Paramount Gold Nevada Corp.

665 Anderson Street

Winnemucca, NV  89446

Re: Registration of 1,277,818 Shares of Paramount Gold Nevada Corp. for Distribution under the 2015 Stock Incentive and Equity Compensation Plan

Ladies and Gentlemen:

We have acted as Nevada counsel at the request of Paramount Gold Nevada Corp., a Nevada corporation (the “Company”), in connection with the registration of 1,277,818 shares of the Company for distribution under the 2015 Stock Incentive and Equity Compensation Plan (the “Shares”) of the Company, as described in the Company’s Registration Statement on Form S-8 (“Registration Statement”) to be filed on the date hereof with the U.S. Securities and Exchange Commission (the “Commission”).

In connection with rendering this opinion, we have made such legal and factual examinations and inquiries and obtained such advice, assurances and certificates as we have deemed necessary or advisable under the circumstances in order to render this opinion including, but not limited to, an examination of originals or copies of the following:

(a) The Registration Statement;

(b) The 2015 Stock Incentive and Equity Compensation Plan (the “Stock Incentive Plan”);

(c) The Amended and Restated Articles of Incorporation of the Company (fka X-CAL USA, INC.) filed with the Commission on May 22, 2015; and Certificate of Amendment filed with the Nevada Secretary of State’s Office on December 23, 2014;

(d) The Company’s Amended and Restated Bylaws filed with the Commission on March 20, 2015;

(e) The Resolutions of the Directors of the Company authorizing the execution, delivery and performance of its obligations under, and the consummation of the transactions contemplated by, the Registration Statement and the Stock Incentive Plan, including the issuance and distribution of the Shares;

(f) The Secretary’s Certificate of the Company delivered to us in connection with the distribution of the Shares; and

(g) The Certificate of Good Standing of the Company, dated as of June 15, 2015 issued by the Nevada Secretary of State.

In connection with this opinion, we have examined and relied upon the representations and warranties as to factual matters contained in the Secretary’s Certificate, and upon originals or copies certified to our satisfaction of such records, documents,

certificates, opinions, memoranda, and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below.

Our opinion is expressed only with respect to the laws of the State of Nevada.

On the basis of the foregoing, and subject to the General Qualifications set forth in Schedule A to this letter, the Assumptions set forth in Schedule B to this letter, and the Excluded Law and Legal Issues set forth in Schedule C to this letter, in reliance thereon, and with the foregoing qualifications, we are of the opinion that the Shares will, when issued in the manner set forth in and as described in the Registration Statement, be legally issued, fully paid and non-assessable.

Our opinions set forth above are limited to the matters expressly set forth in this opinion letter, and no opinion may be implied or inferred beyond the matters expressly stated.  This opinion letter speaks only as to the law and facts in effect or existing as of the date hereof, and we undertake no obligation or responsibility to update or supplement our opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law which may hereafter occur.

We hereby consent to the filing of this opinion letter as an exhibit to the Company’s Current Report filed on Form 8-K or the Registration Statement. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations thereunder.  LeClairRyan, A Professional Corporation, may rely on this opinion letter as if it were an addressee hereof on this date for the sole purpose of rendering its opinion letter to the Company relating to the distribution of the Shares.

Sincerely,

/s/ Parsons Behle & Latimer

PARSONS BEHLE & LATIMER

SCHEDULE A

GENERAL QUALIFICATIONS

The opinion in the letter to which this Schedule is attached (“our letter”) is subject to the qualifications as set forth in this Schedule A.

1. Bankruptcy and Insolvency Exception.  Our opinion is subject to the effect of bankruptcy, insolvency, reorganization, receivership, moratorium and other similar laws relating to creditors’ rights.  

Schedule B
Assumptions

For purposes of our opinion letter, we have relied, without investigation, upon each of the following assumptions:

1. Each document submitted to us for review is accurate and complete, each such document that is an original is authentic, each such document that is a copy conforms to an authentic original, and all signatures on each such document are genuine;

2. Each certificate obtained from a governmental authority relied on by us is accurate, complete and authentic and all relevant official public records to which each such certificate relates are accurate and complete; and

3. Each of the Company’s articles of incorporation and bylaws and all amendments to each such documents have been adopted in accordance with all applicable legal requirements.

4. The Stock Incentive Plan has been adopted by the Company in accordance with all applicable legal requirements.

Schedule c
Excluded Law and Legal Issues

None of the opinions or advice contained in our opinion letter covers or otherwise addresses any of the following laws, regulations or other governmental requirements or legal issues:

1.Federal laws, including federal regulations and federal securities law;

2.Fraudulent transfer and fraudulent conveyance laws; and

3.Nevada State Securities (Blue Sky) laws.

EX-23

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in this Registration Statement (Form S-8) pertaining to the 2015 Stock Incentive and Equity Compensation Plan of our report dated April 1, 2015, with respect to the consolidated financial statements of Paramount Gold Nevada Corp. for the year ended June 30, 2014, included in its Registration Statement on Form S-1, as amended (File No. 333-201431), filed with the Securities and Exchange Commission.

Yours truly,

MNP LLP

Vancouver, Canada
June 17, 2015