UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
x |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended December 31, 2015
OR
o |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE TRANSITION PERIOD FROM TO
Commission File Number 001-36908
PARAMOUNT GOLD NEVADA CORP.
(Exact name of Registrant as specified in its Charter)
Nevada |
98-0138393 |
( State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
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665 Anderson Street Winnemucca, NV |
89445 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (775) 625-3600
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES o NO x
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO o
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). YES x NO o
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 definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer |
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Accelerated filer |
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o |
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Non-accelerated filer |
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o (Do not check if a small reporting company) |
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Small reporting company |
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x |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO x
The number of shares of Registrant’s Common Stock outstanding, $0.01 par value per share, as of February 2, 2016 was 8,518,791.
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Page |
PART I |
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Item 1. |
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2 |
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2 |
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Condensed Consolidated Statements of Operations and Comprehensive Loss |
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3 |
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Condensed Consolidated Interim Statements of Shareholders’ Equity |
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4 |
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5 |
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Notes to Unaudited Condensed Consolidated Financial Statements |
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6 |
Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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15 |
Item 3. |
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18 |
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Item 4. |
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18 |
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PART II |
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Item 1. |
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19 |
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Item 1A. |
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19 |
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Item 4. |
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19 |
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Item 6. |
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20 |
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Signatures |
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21 |
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22 |
i
PART I – FINANCIAL INFORMATION
PARAMOUNT GOLD NEVADA CORP.
Condensed Consolidated Interim Balance Sheets
as at December 31, 2015 and June 30, 2015
(Unaudited)
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As at December 31, |
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As at June 30, |
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2015 |
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2015 |
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Assets |
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Current Assets |
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Cash and cash equivalents |
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$ |
7,906,761 |
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$ |
9,282,534 |
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Prepaid and deposits |
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329,329 |
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198,676 |
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Accounts receivable |
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— |
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37,071 |
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Prepaid insurance, current portion (Note 10) |
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49,043 |
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49,043 |
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Marketable securities (Note 3) |
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80 |
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14,657 |
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Total Current Assets |
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8,285,213 |
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9,581,981 |
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Non-Current Assets |
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Mineral properties (Note 8) |
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28,036,135 |
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28,036,135 |
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Prepaid insurance, non-current portion (Note 10) |
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— |
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24,518 |
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Property and equipment (Note 9) |
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13,957 |
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7,996 |
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Reclamation bond (Note 10) |
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2,383,039 |
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2,499,396 |
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Total Non-Current Assets |
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30,433,131 |
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30,568,045 |
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Total Assets |
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$ |
38,718,344 |
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$ |
40,150,026 |
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Liabilities and Stockholders' Equity |
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Liabilities |
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Current Liabilities |
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Accounts payable and accrued liabilities |
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$ |
125,187 |
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$ |
233,200 |
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Total Current Liabilities |
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125,187 |
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233,200 |
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Non-Current Liabilities |
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Reclamation and environmental obligation (Note 10) |
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1,243,271 |
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1,294,497 |
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Total Liabilities |
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1,368,458 |
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1,527,697 |
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Stockholders' Equity |
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Common stock, par value $0.01, 50,000,000 authorized shares, 8,518,791 issued and outstanding at December 31, 2015 and at June 30, 2015 |
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85,188 |
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85,188 |
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Additional paid in capital |
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64,851,640 |
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64,572,546 |
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Deficit |
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(27,517,172 |
) |
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(25,980,212 |
) |
Accumulated other comprehensive loss |
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(69,770 |
) |
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(55,193 |
) |
Total Stockholders' Equity |
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37,349,886 |
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38,622,329 |
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Total Liabilities and Stockholders' Equity |
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$ |
38,718,344 |
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$ |
40,150,026 |
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The accompanying notes are an integral part of these condensed consolidated interim financial statements.
2
Consolidated Statements of Operations and Comprehensive Loss
for the Three and Six Month Periods ended December 31, 2015 and 2014
(Unaudited)
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For the Three Month Period Ended December 31, 2015 |
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For the Three Month Period Ended December 31, 2014 |
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For the Six Month Period Ended December 31, 2015 |
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For the Six Month Period Ended December 31, 2014 |
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Revenue |
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Other income (Note 11) |
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$ |
125,722 |
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$ |
67,049 |
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$ |
130,924 |
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$ |
97,535 |
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Total Revenue |
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125,722 |
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67,049 |
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130,924 |
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97,535 |
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Expenses |
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Exploration |
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171,296 |
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251,483 |
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446,171 |
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489,843 |
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Land holding costs |
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101,591 |
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108,553 |
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195,237 |
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234,775 |
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Professional fees |
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108,581 |
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10,103 |
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150,286 |
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27,755 |
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Salaries and benefits |
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226,675 |
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13,436 |
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434,966 |
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46,798 |
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Directors compensation |
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58,183 |
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6,271 |
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109,448 |
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16,993 |
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General and administrative |
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109,738 |
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10,126 |
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167,954 |
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20,626 |
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Insurance |
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48,079 |
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18,686 |
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90,020 |
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54,946 |
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Depreciation |
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858 |
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— |
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2,404 |
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— |
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Accretion (Note 10) |
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36,998 |
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33,692 |
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73,996 |
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67,384 |
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Write down of mineral properties |
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— |
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— |
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— |
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337,400 |
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Total Expenses |
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861,999 |
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452,350 |
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1,670,482 |
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1,296,520 |
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Net Loss before other items |
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736,277 |
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385,301 |
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1,539,558 |
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1,198,985 |
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Other items |
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Interest income |
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(1,350 |
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(731 |
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(2,711 |
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(1,477 |
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Interest and service charges |
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40 |
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776,629 |
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113 |
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1,529,868 |
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Gain on sale of marketable securities |
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— |
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— |
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— |
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(31,975 |
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Net Loss |
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734,967 |
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1,161,199 |
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1,536,960 |
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2,695,401 |
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Other comprehensive loss |
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Unrealized loss on available-for-sale-securities |
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698 |
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1,183 |
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14,577 |
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124,848 |
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Total Comprehensive Loss for the Period |
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$ |
735,665 |
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$ |
1,162,382 |
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$ |
1,551,537 |
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$ |
2,820,249 |
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Loss per Common Share |
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Basic |
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$ |
0.09 |
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$ |
0.14 |
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$ |
0.18 |
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$ |
0.33 |
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Diluted |
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$ |
0.09 |
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$ |
0.14 |
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$ |
0.18 |
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$ |
0.33 |
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Weighted Average Number of Common |
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Shares Used in Per Share Calculations |
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Basic |
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8,518,791 |
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8,101,371 |
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8,518,791 |
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8,101,371 |
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Diluted |
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8,518,791 |
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8,101,371 |
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8,518,791 |
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8,101,371 |
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The accompanying notes are an integral part of these condensed consolidated interim financial statements.
3
Condensed Consolidated Interim Statements of Stockholders’ Equity
for the Six Month Period Ended December 31, 2015 and Years ended June 30, 2015 and 2014
(Unaudited)
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Shares |
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Common Stock |
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Additional Paid-In Capital |
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Deficit |
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Accumulated Other Comprehensive Income (Loss) |
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Total Stockholders' Equity |
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Balance at June 30, 2014 |
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1,000 |
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29,701,475 |
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6,545,714 |
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(20,749,005 |
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60,149 |
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15,558,333 |
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Returned to treasury by PGSC for Spin-off |
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(1,000 |
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(29,701,475 |
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— |
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— |
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— |
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(29,701,475 |
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Capital issued for Spin-off transaction |
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8,101,371 |
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81,014 |
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29,620,461 |
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— |
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— |
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29,701,475 |
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Contributed capital by PGSC - Cash |
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— |
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— |
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8,445,860 |
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— |
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— |
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8,445,860 |
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Contributed capital by PGSC - Loan reclassified to equity |
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— |
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— |
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15,866,870 |
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— |
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— |
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15,866,870 |
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Capital issued for financing |
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417,420 |
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4,174 |
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1,465,826 |
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— |
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— |
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1,470,000 |
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Stock based compensation |
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— |
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— |
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375,788 |
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— |
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— |
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|
375,788 |
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Imputed interest on loans due to PGSC |
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— |
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— |
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2,252,027 |
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— |
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— |
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2,252,027 |
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Unrealized loss on marketable securities |
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|
— |
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|
— |
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— |
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— |
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|
(8,711 |
) |
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(8,711 |
) |
Transfer on realized gain on sale of marketable securities |
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— |
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— |
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— |
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— |
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(106,631 |
) |
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|
(106,631 |
) |
Net loss |
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— |
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— |
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— |
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(5,231,207 |
) |
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— |
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(5,231,207 |
) |
Balance at June 30, 2015 |
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8,518,791 |
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|
85,188 |
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64,572,546 |
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(25,980,212 |
) |
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(55,193 |
) |
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38,622,329 |
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Stock based compensation |
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— |
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— |
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|
139,547 |
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|
— |
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|
— |
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|
139,547 |
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Unrealized loss on marketable securities |
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|
— |
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|
— |
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|
— |
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— |
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(13,879 |
) |
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|
(13,879 |
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Net loss |
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— |
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— |
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— |
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(801,993 |
) |
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— |
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|
(801,993 |
) |
Balance at September 30, 2015 |
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8,518,791 |
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|
85,188 |
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64,712,093 |
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(26,782,205 |
) |
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(69,072 |
) |
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|
37,946,004 |
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Stock based compensation |
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|
— |
|
|
|
— |
|
|
|
139,547 |
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|
|
— |
|
|
|
— |
|
|
|
139,547 |
|
Unrealized loss on marketable securities |
|
|
— |
|
|
|
— |
|
|
|
— |
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|
|
— |
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|
(698 |
) |
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|
(698 |
) |
Net loss |
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— |
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— |
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— |
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(734,967 |
) |
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— |
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|
|
(734,967 |
) |
Balance at December 31, 2015 |
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8,518,791 |
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|
85,188 |
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|
64,851,640 |
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(27,517,172 |
) |
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(69,770 |
) |
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|
37,349,886 |
|
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
4
Condensed Consolidated Statements of Cash Flows
for the Six Month Period ended December 31, 2015 and 2014
(Unaudited)
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For the Six Month Period Ended December 31, 2015 |
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For the Six Month Period Ended December 30, 2014 |
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Net Loss |
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$ |
(1,536,960 |
) |
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$ |
(2,695,401 |
) |
Adjustment for: |
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|
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|
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Depreciation |
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|
2,404 |
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|
|
— |
|
Stock based compensation |
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|
279,094 |
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|
|
11,569 |
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Write-down of mineral properties |
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|
— |
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|
337,400 |
|
Interest expense on loans due to PGSC |
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|
— |
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|
|
1,529,504 |
|
Accretion expense (Note 10) |
|
|
73,996 |
|
|
|
67,384 |
|
Change in reclamation |
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|
(8,865 |
) |
|
|
(1,477 |
) |
Insurance expense |
|
|
24,518 |
|
|
|
24,522 |
|
Gain on sale of marketable securities (Note 3) |
|
|
— |
|
|
|
(31,975 |
) |
(Increase) decrease in accounts receivable |
|
|
37,071 |
|
|
|
— |
|
(Increase) decrease in prepaid expenses |
|
|
(130,653 |
) |
|
|
(158,503 |
) |
Increase (decrease) in accounts payable |
|
|
(108,013 |
) |
|
|
(25,733 |
) |
Cash used in operating activities |
|
|
(1,367,408 |
) |
|
|
(942,710 |
) |
Sale of marketable securities |
|
|
— |
|
|
|
462,075 |
|
Purchase of equipment |
|
|
(8,365 |
) |
|
|
— |
|
Cash provided by (used in) investing activities |
|
|
(8,365 |
) |
|
|
462,075 |
|
Loan from PGSC |
|
|
— |
|
|
|
958,493 |
|
Cash provided by financing activities |
|
|
— |
|
|
|
958,493 |
|
|
|
|
|
|
|
|
|
|
Change in cash during period |
|
|
(1,375,773 |
) |
|
|
477,858 |
|
Cash at beginning of period |
|
|
9,282,534 |
|
|
|
460,220 |
|
Cash at end of period |
|
$ |
7,906,761 |
|
|
$ |
938,078 |
|
The accompanying notes are an integral part of these condensed consolidated interim financial statements.
5
Notes to Condensed Consolidated Interim 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 and Sleeper Mining Company, LLC. The Company is in the process of exploring its mineral properties in Nevada, United States. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to advance its projects and to date has not determined whether these properties contain reserves that are economically recoverable.
Spin-Off from Paramount Gold and Silver Corp. Paramount Gold and Silver Corp. (“PGSC”) owned, prior to the separation (defined below), 100% of the issued and outstanding shares of the Company. On April 17, 2015, we entered into the previously disclosed separation and distribution agreement (the “Separation Agreement”) with PGSC, to effect the separation (the “Separation”) of the Company from PGSC, and to provide for the allocation between the Company and PGSC of the Company’s and PGSC’s assets, liabilities and obligations attributable to periods prior to, at and after the Separation.
We filed a registration statement on Form S-1 in connection with the distribution (the “Distribution”) by PGSC to its stockholders of all the outstanding shares of common stock of the Company, par value $0.01 per share. The registration statement was declared effective by the Securities and Exchange Commission (“SEC”) on April 9, 2015. On April 6, 2015, the Company filed a Form 8-A with the SEC to register its shares of common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended. The distribution, which effected a spin-off of the Company from PGSC, was made on April 17, 2015, to PGSC stockholders of record on April 14, 2015. On the distribution date, stockholders of PGSC received one share of Company common stock for every twenty shares of PGSC common stock held. Up to and including the distribution date, PGSC common stock traded on the “regular-way” market; that is, with an entitlement to shares of Company common stock distributed pursuant to the distribution. As a result of the distribution, the Company is now a publicly traded company independent from PGSC. On April 20, 2015, the Company’s shares of common stock commenced trading on the NYSE MKT LLC under the symbol “PZG”. An aggregate of 8,101,371 shares of Company common stock were issued in the Distribution.
Basis of Presentation and Preparation
The unaudited condensed consolidated interim financial statements are prepared by management in accordance with accounting principles for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. In the opinion of management, all the normal and recurring adjustments necessary to fairly present the interim financial information set forth herein have been included. The results of operations for interim periods are not necessarily indicative of the operating results of a full year or future years.
The condensed consolidated interim financial statements have been prepared in accordance with U.S. GAAP and follow the same accounting policies and methods of their application as the most recent annual financial statements. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation. The condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements and related footnotes for the year ended June 30, 2015.
Marketable Securities
The Company classifies its marketable securities as available-for-sale securities. The securities are measured at fair market value in the financial statements with unrealized gains and temporary losses on investments classified as available for sale are included within accumulated other comprehensive income, net of any related tax effect. Upon realization, such amounts are reclassified from accumulated other comprehensive income to other income, net, realized gains and losses and other than temporary impairments, if any, are reflected in the statements of operations as other income or expenses. The Company does not recognize changes in the fair value of its investments in income unless a decline in value is considered other than temporary.
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 condensed consolidated interim financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
6
PARAMOUNT GOLD NEVADA CORP.
Notes to Condensed Consolidated Interim Financial Statements — Continued
Significant estimates made by management in the condensed consolidated interim financial statements include the adequacy of the Company’s asset retirement obligations, valuation of deferred tax asset, and valuation 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 and amounts receivable. The Company maintains cash in accounts which may, at times, exceed federally insured limits. At December 31, 2015, the balances of approximately $8 million were in excess of federally insured limits. We deposit our cash with financial institutions which we believe have sufficient credit quality to minimize the risk of loss.
Allocations
PGSC, prior to the Separation, provided administrative support to the Company for executive management, information systems and certain accounting, legal and other administrative functions. The costs of these services were allocated to the Company based primarily on a percentage of the Company’s exploration costs as compared to PGSC’s consolidated exploration costs. The allocations may not reflect the expense the Company would have incurred as an independent, publicly traded company for the periods presented.
The consolidated financial statements for the year ended June 30, 2015 and condensed consolidated interim financial statements for the period ended December 31 2014 also reflect interest expense imputed by the Company on the non-interest bearing loans from PGSC.
Management believes that its allocations are reasonable and based on a systematic and rational method; however, they are not necessarily indicative of the actual financial results of the Company, including such expenses that would have been incurred by the Company had it been operating as a separate, stand-alone entity for the periods presented. As a stand-alone entity, the Company expects to incur expenses that may not be comparable in future periods to what is presented for the historical periods. Consequently, the financial information herein may not reflect the financial position, results of operations and cash flows of the Company in the future or if the Company had been an independent stand-alone entity during all of the periods presented. The comparative condensed consolidated interim financial statements include all adjustments necessary for a fair presentation of the Company’s results of operations.
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 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.
Stock Based Compensation
The Company has adopted the provisions of FASB ASC 718, “Stock Compensation” (“ASC 718”), which establishes accounting for equity instruments exchanged for employee services. Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employee’s requisite service period (generally the vesting period of the equity grant). Shares of the Company’s common stock will be issued for any options exercised.
7
PARAMOUNT GOLD NEVADA CORP.
Notes to Condensed Consolidated Interim Financial Statements — Continued
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.
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, the costs incurred after such determination will be capitalized and amortized over their useful lives. To date, the Company has not established the commercial feasibility 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 |
|
Asset Retirement Obligations
The Company follows the provisions of ASC 440, “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 Company’s asset retirement obligations are further described in Note 10.
Loss per Common 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. Basic and diluted loss per share were adjusted retroactively for all periods presented to reflect the Distribution that occurred on April 17, 2015.
For the three and six months periods ended December 31, 2015 and 2014, the shares of common stock equivalents related to outstanding stock options 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 period.
Revenue Recognition
Revenue is recognized when persuasive evidence that an agreement exists, the risks and rewards of ownership pass to the purchaser, the selling price is fixed and determinable; or collection is reasonably assured. The passing of title to the purchaser is based on the terms of the purchase and sale agreement.
Note 2. Recent Accounting Guidance
In January 2016, the FASB issued ASU 2016-01, Financial Instruments. ASU 2016-01 make targeted improvements to generally accepted accounting principles as follows:
1. Require equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to
8
PARAMOUNT GOLD NEVADA CORP.
Notes to Condensed Consolidated Interim Financial Statements — Continued
measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.
2. Simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. When a qualitative assessment indicates that impairment exists, an entity is required to measure the investment at fair value.
3. Eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities.
4. Eliminate the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet.
5. Require public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes.
6. Require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments.
7. Require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements.
8. Clarify that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets
ASU 2016-01 is effective for annual periods beginning after December 15, 2017. The adoption of ASU 2016-01 is not expected to have a material impact on the Company’s condensed consolidated interim financial statements.
Note 3. Marketable Securities and Investments
The following table summarizes the Company’s available-for sale securities on hand as of December 31, 2015 and June 30, 2015:
|
|
Cost Basis |
|
|
Impairment Charge |
|
|
Adjusted Cost |
|
|
Gross Unrealized Losses |
|
|
Gross Unrealized Gains |
|
|
Fair Value |
|
||||||
Marketable securities at December 31, 2015 |
|
$ |
69,850 |
|
|
|
— |
|
|
|
69,850 |
|
|
|
69,770 |
|
|
|
— |
|
|
$ |
80 |
|
Marketable securities at June 30, 2015 |
|
$ |
69,850 |
|
|
|
— |
|
|
|
69,850 |
|
|
|
55,193 |
|
|
|
— |
|
|
$ |
14,657 |
|
During the six month period ended December 31, 2015, the Company recorded an unrealized loss of $14,577 (2014 – $124,848).
The marketable securities reflected in the table above includes stock purchase warrants of a single entity involved in the exploration of precious metals. Each stock purchase warrant is exercisable for a common share of the entity. The Company performs a quarterly assessment on its marketable securities with unrealized losses to determine if the security is other than temporarily impaired.
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).
9
PARAMOUNT GOLD NEVADA CORP.
Notes to Condensed Consolidated Interim Financial Statements — Continued
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. |
The following table sets forth the Company’s financial assets and liabilities measured at fair value 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.
|
|
|
|
|
|
Fair Value at December 31, 2015 |
|
|
June 30, 2015 |
|
||||||||||
Assets |
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|||||
Cash and cash equivalents |
|
$ |
7,906,761 |
|
|
|
7,906,761 |
|
|
|
— |
|
|
|
— |
|
|
$ |
9,282,534 |
|
Marketable Securities |
|
$ |
80 |
|
|
|
— |
|
|
|
— |
|
|
|
80 |
|
|
$ |
14,657 |
|
The Company’s cash and cash equivalents are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The cash and cash equivalents that are valued based on quoted market prices in active markets are primarily comprised of commercial paper, short-term certificates of deposit and U.S. Treasury securities.
At December 31, 2015, the Company’s marketable securities are comprised of stock purchase warrants. The stock purchase warrants’ fair value is recorded using a Black Scholes options model using inputs such as contractual terms, stock volatility and implied interest rates. The Company’s marketable securities are classified within Level 3 of the fair value hierarchy.
Note 5. Non-Cash Transactions
During the six month period ended December 31, 2015 and 2014, the Company did not enter into any non-cash activities.
Note 6. Capital Stock
Authorized Capital
Authorized capital stock consists of 50,000,000 common shares with par value of $0.01 per common share (June 31, 2015 – 50,000,000 common shares with par value $0.01 per common share). At December 31, 2015 there were 8,518,791 common shares issued and outstanding (June 30, 2015- 8,518,791 common shares).
On February 19, 2015, the Company amended its articles of incorporation to replace its authorized capital of 25,000 common shares with no par value (“Old Common Shares”) with 50,000,000 common shares with par value of $0.01 per common share (“New Common Shares”). In connection with the amendment PGSC returned 1,000 Old Common Shares to treasury for cancellation in exchange for 8,101,371 New Common Shares.
Stock Options and Stock Based Compensation
Paramount’s 2015 Stock Incentive and Compensation Plan, which is shareholder-approved, permits the grant of share options and shares to its employees for up to 1.278 million shares of common stock. Option awards are generally granted with an exercise price equal to the market price of Paramount’s stock at the date of grant and have contractual lives of 5 years. To better align the interests of its key executives and employees with those of its shareholders a significant portion of those share option awards will vest contingent upon meeting certain stock price appreciation performance goals. Option and share awards provide for accelerated vesting if there is a change in control (as defined in the employee share option plan).
The Company did not grant stock options for the six month period ending December 31, 2015.
10
PARAMOUNT GOLD NEVADA CORP.
Notes to Condensed Consolidated Interim Financial Statements — Continued
A summary of option activity under the Stock Incentive and Compensation Plan as of December 31, 2015, and changes during the three month period ended is presented below.
Options |
|
Options |
|
|
Weighted Average Exercise Price |
|
|
Weighted- Average Remaining Contractual Term |
|
|
Aggregate Intrinsic Value ($) |
|
||||
Outstanding at July 1, 2015 |
|
|
995,000 |
|
|
$ |
1.53 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
Forfeited or expired |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2015 |
|
|
995,000 |
|
|
$ |
1.53 |
|
|
|
4.50 |
|
|
|
— |
|
Exercisable at December 31, 2015 |
|
|
331,670 |
|
|
$ |
1.53 |
|
|
|
4.50 |
|
|
|
— |
|
A summary of the status of Paramount’s non-vested shares as of July 1, 2015 and changes during the six month period ended December 31, 2015 is presented below.
Non-vested Options |
|
Shares |
|
|
Weighted- Average Grant- Date Fair Value |
|
||
Non-vested at July 1, 2015 |
|
|
663,330 |
|
|
$ |
1.13 |
|
Granted |
|
|
— |
|
|
|
— |
|
Vested |
|
|
— |
|
|
|
— |
|
Forfeited |
|
|
— |
|
|
|
— |
|
Non-vested at December 31, 2015 |
|
|
663,330 |
|
|
$ |
1.13 |
|
As of December 31, 2015, there was $458,274 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the employee share option plan. That cost is expected to be recognized over a weighted-average period of 1.1 years. The total fair value of shares vested during the six month period ended December 31, 2015 and 2014, was $nil and $nil, respectively.
Note 7. Related Party Transactions
The Company’s expenses includes allocations from PGSC of costs associated with administrative support functions which included executive management, information systems, finance, legal, accounting and certain other administrative functions and stock-based compensation. Allocated stock-based compensation includes equity awards granted to employees of the Company as well as allocated stock-based compensation expense associated with PGSC employees that provided administrative support to the Company. For the three and six month period ended December 31, 2015 and 2014, the Company’s allocated expenses from PGSC were as follows:
|
|
Three Month Period Ended |
|
|
Six Month Period Ended |
|
|
Three Month Period Ended |
|
|
Six Month Period Ended |
|
||||
|
|
2015 |
|
|
2015 |
|
|
2014 |
|
|
2014 |
|
||||
Allocated expenses included in: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exploration |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
3,700 |
|
|
$ |
7,400 |
|
Salaries and Professional fees |
|
|
— |
|
|
|
— |
|
|
|
13,436 |
|
|
|
48,112 |
|
Directors compensation |
|
|
— |
|
|
|
— |
|
|
|
6,271 |
|
|
|
16,993 |
|
Total |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
23,407 |
|
|
$ |
72,505 |
|
As discussed in Note 1, the Company believes the assumptions and methodologies underlying the allocation of administrative expenses and stock-based compensation are reasonable. However, such expenses may not be indicative of the actual expenses that would have been incurred by the Company as a stand-alone company. As such, the financial information herein may not necessarily reflect the consolidated financial position, results of operation, and cash flows of the Company in the future or if the Company had been a stand-alone entity during the comparative presented period ended December 31, 2014.
11
PARAMOUNT GOLD NEVADA CORP.
Notes to Condensed Consolidated Interim Financial Statements — Continued
During the three and six month period ended December 31, 2015, directors were paid or accrued $26,635 and $46,352 respectively (2014- $5,304 and $13,781) for their services as directors of the Company’s Board. During the three and six month period ended December 31, 2015, the Company also recorded a non-cash transaction to recognize stock based compensation for directors in the amount of $31,548 and $63,096 respectively (2014 - $968 and $3,212 ).
All transactions with related parties are made in the normal course of operations and are measured at exchange value.
Note 8. Mineral Properties
The Company has capitalized acquisition costs on mineral properties as follows:
|
|
December 31, 2015 |
|
|
June 30, 2015 |
|
||
Sleeper |
|
$ |
25,554,090 |
|
|
$ |
25,554,090 |
|
Mill Creek |
|
|
2,096,616 |
|
|
|
2,096,616 |
|
Spring Valley |
|
|
385,429 |
|
|
|
385,429 |
|
|
|
$ |
28,036,135 |
|
|
$ |
28,036,135 |
|
Sleeper:
Sleeper is located in northern Nevada approximately 26 miles northwest of the town of Winnemucca. The Sleeper Gold Mine consists of 2,322 unpatented mining claims totaling approximately 72.5 square miles.
Mill Creek:
The Mill Creek property consists of 36 unpatented lode mining claims totaling 720 acres south of Battle Mountain Nevada.
Spring Valley:
The Spring Valley property consists of 38 unpatented lode mining claims totaling approximately 760 acres located in Pershing County, Nevada.
Note 9. Property and Equipment:
At December 31, 2015, and June 30, 2015, property and equipment consisted of the following:
|
|
December 30, 2015 |
|
|
June 30, 2015 |
|
||
Computer equipment |
|
$ |
16,365 |
|
|
$ |
8,000 |
|
Equipment |
|
|
1,329 |
|
|
|
1,329 |
|
Subtotal |
|
|
17,694 |
|
|
|
9,329 |
|
|
|
|
|
|
|
|
|
|
Accumulated depreciation |
|
|
(3,737 |
) |
|
|
(1,333 |
) |
Total |
|
$ |
13,957 |
|
|
$ |
7,996 |
|
During the six month period ended December 31, 2015, net additions to property, and equipment were $8,365 (2014- $—). During the six month period ended December 31, 2015 the Company recorded depreciation of $2,404 (2014-$—).
Note 10. Reclamation and Environmental:
The Company holds an insurance policy related to its Sleeper Gold Project that covers reclamation costs in the event the Company defaults on payments of its reclamation costs up to an aggregate of $25 million. The unamortized insurance premium is being amortized to December 31, 2016 and the current and non-current prepaid insurance balance at December 31, 2015 is $49,043 (June 30, 2015 - $73,561).
12
PARAMOUNT GOLD NEVADA CORP.
Notes to Condensed Consolidated Interim Financial Statements — Continued
As a part of its insurance policy, the Company has funds in a commutation account which is used to reimburse reclamation costs and indemnity claims. The balance of the commutation account at December 31, 2015 is $2,383,039 (June 30, 2015 - $2,499,396).
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 asset retirement obligation at the Sleeper Gold Project has been measured using the following variables: 1) Expected costs for earthwork, re-vegetation, in-pit water treatment, on-going monitoring, labor and management, 2) Inflation adjustment, and 3) Market risk premium. The sum of the expected costs by year is discounted using the Company’s credit adjusted risk free interest rate from the time it expects to pay the retirement obligation to the time it incurs the obligation. The reclamation and environmental obligation recorded on the balance sheet is equal to the present value of the estimated costs.
The current undiscounted estimate of the reclamation costs for existing disturbances at the Sleeper Gold Project is $3,915,626 as required by U.S Bureau of Land Management and the Nevada Department of Environmental Protection. Assumptions used to compute the asset retirement obligations as at December 31, 2015 and June 30, 2015 for the Sleeper Gold Project included a credit adjusted risk free rate and inflation rate of 9.76% (June 30, 2015 – 9.76%) and 2.0% (June 30, 2015 – 2.0%), respectively. Expenses are expected to be incurred between the years 2014 and 2053.
Changes to the Company’s asset retirement obligations for the six month period ended December 31, 2015 and the year ended June 30, 2015 are as follows:
|
|
Six Month Period |
|
|
June 30, 2015 |
|
||
Balance at beginning of period |
|
$ |
1,294,497 |
|
|
$ |
1,291,066 |
|
Accretion expense |
|
|
73,996 |
|
|
|
134,768 |
|
Payments |
|
|
(125,222 |
) |
|
|
(131,337 |
) |
Balance at end of period |
|
$ |
1,243,271 |
|
|
$ |
1,294,497 |
|
Note 11. Other Income
The Company’s other income details were as follows:
|
|
Three Month Period |
|
|
Three Month Period |
|
|
Six Month Period |
|
|
Six Month Period |
|
||||
|
|
2015 |
|
|
2014 |
|
|
2015 |
|
|
2014 |
|
||||
Re-imbursement of reclamation costs |
|
$ |
125,222 |
|
|
$ |
67,049 |
|
|
$ |
125,222 |
|
|
$ |
92,435 |
|
Leasing of water rights to third party |
|
|
— |
|
|
|
— |
|
|
|
5,202 |
|
|
|
5,100 |
|
Gain on disposal of fixed assets |
|
|
500 |
|
|
|
— |
|
|
|
500 |
|
|
|
— |
|
Total |
|
$ |
125,722 |
|
|
$ |
67,049 |
|
|
$ |
130,924 |
|
|
$ |
97,535 |
|
Note 12. Commitments and Contingencies:
Since the announcement of the merger of PGSC and Coeur on December 17, 2014, the Company, PGSC, members of PGSC’s board, Coeur, and Hollywood Merger Sub, Inc. (“Merger Sub”) have been named as defendants in six putative stockholder class action suits brought by purported stockholders of PGSC, challenging the proposed Merger (the “Complaints”). The Complaints were filed in the Court of Chancery in the State of Delaware (Fernando Gamboa v. Paramount Gold and Silver Corp., et al., No.: 10499; Jerry Panning v. Paramount Gold and Silver Corp., et al., No.: 10507; Jonah Weiss v. Christopher Crupi, et al., No.: 10517; Justin Beaston v. Paramount Gold and Silver Corporation, et al., No.: 10538; Rob Byers v. Christopher Crupi, et al., No.: 10551; James H. Alston v. Paramount Gold and Silver Corp., et al., No.: 10531.
13
PARAMOUNT GOLD NEVADA CORP.
Notes to Condensed Consolidated Interim Financial Statements — Continued
The plaintiffs generally claim that the PGSC board members breached their fiduciary duties to PGSC stockholders by: (i) authorizing the merger with Coeur for what the plaintiffs assert is inadequate consideration and pursuant to an allegedly inadequate process, and (ii) failing to disclose sufficient information in its Form S-4 filed with the Securities and Exchange Commission to allow the shareholders to make an informed vote. The plaintiffs also claim that the Company, PGSC, Coeur, and Merger Sub aided and abetted the other defendants’ alleged breach of duties. In the Complaints, the plaintiffs seek, among other things, to enjoin the merger, rescind the transaction or obtain rescissory damages if the merger is consummated, obtain other unspecified damages and recover attorneys’ fees and costs. The merger was consummated on April 17, 2015.
We, PGSC, members of PGSC board, Coeur, and Merger Sub deny any wrongdoing and are vigorously defending all of the actions.
Lease Commitments
During the six month period ended December 31, 2015, the Company entered into office premises leases that expire at various dates until June 30, 2018. The aggregate minimum rentals payable for these operating leases are as follows:
Year |
|
Total Amount |
|
|
2016 |
|
$ |
16,244 |
|
2017 |
|
$ |
19,444 |
|
2018 |
|
$ |
18,400 |
|
During the six month period ended December 31, 2015, $11,799 was recognized as rent expense in the statement of operations and comprehensive loss.
14
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Certain statements in this Quarterly Report on Form 10-Q (“Form 10-Q”) constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give the Company's current expectations and forecasts of future events. All statements other than statements of current or historical fact contained in this quarterly report, including statements regarding the Company's future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “plan,” and similar expressions, as they relate to the Company, are intended to identify forward-looking statements. These statements are based on the Company's current plans, and the Company's actual future activities and results of operations may be materially different from those set forth in the forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. Any or all of the forward-looking statements in this quarterly report may turn out to be inaccurate. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and assumptions. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Form 10-Q, and in the risk factors included in our prospectus dated April 10, 2015 that was filed with the U.S. Securities and Exchange Commission (SEC) pursuant to Rule 424(b) under the Securities Act of 1933, as amended. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based.
We are an emerging growth company engaged in the business of exploring mining claims in Nevada, USA. We have no proven reserves at our Sleeper Gold Project in Nevada. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed consolidated interim financial statements and related notes that appear elsewhere in this Form 10-Q. In addition to historical condensed consolidated interim financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.
Plan of Operation – Exploration:
Our work on the Sleeper Gold Project is consistent with Paramount’s strategy of expanding and upgrading known, large-scale precious metal occurrences in established mining camps, defining their economic potential and then partnering them with nearby producers.
Exploration activities in Nevada are focused on our Sleeper Gold Project. Our exploration budget for our fiscal year ending June 30, 2016 will be approximately $1.0 million. The main budget activities will include consulting, completing a new NI 43-101 compliant preliminary economic assessment (“PEA”) and completing a geophysical survey program on the Sleeper Gold project mining claims. We will also evaluate acquisitions opportunities and have budgeted approximately $0.1 million for these activities.
In August 2015, we completed an initial geophysical survey which consisted of a helicopter magnetometry study. The survey defined several positive exploration targets which are being reviewed by our geological team. Additional surveys on areas covered by overburden will be evaluated for further testing. This testing can include Induced Polarization programs or other indirect methodologies. The Company believes that the resulting data derived from the geophysical program will produce valuable drilling targets. Drill programs will be designed with the aim identifying new zones of mineralization with an emphasis on areas covered with overburden.
In October 2015, we released the results of a new Preliminary Economic Assessment (“PEA”) for our Sleeper Gold Project in Nevada. The PEA was completed by Metal Mining Consultants (“MMC”) of Denver, Colorado. MMC concluded that the optimal mining scenario is a 30,000 tonnes per day heap leach process facility fed by an open pit.
This mining scenario results in an average annual production of 102,000 ounces of gold and 105,000 ounces of silver for seven years with additional metal recovered over the following two years during final leaching of 37,850 ounces of gold and 30,500 ounces of silver. The life of mine average cash operating are estimated to be US$529 per equivalent gold ounce produced and the total life of mine capital requirements are estimated to be US$258.8 Million.
This PEA is preliminary in nature and should not be considered to be a pre-feasibility or feasibility study, as the economics and technical viability of the Sleeper Gold Project have not been demonstrated at this time. Therefore, there can be no certainty that the estimates contained in the PEA will be realized.
15
Comparison of Operating Results for the three and six months ended December 31, 2015 and 2014
Results of Operations
We did not earn any revenue from operations for the three and six months ended December 31, 2015 and 2014. On August 25, 2015, we announced the results of a new helicopter assisted magnetic survey conducted on our mining claims for the Sleeper Gold Project. The two day airborne survey successfully defined several new drilling targets. Also during the period ended December 31, 2015, we completed our new NI 43-101 compliant PEA. Other normal course of business activities included filing annual mining claim fees with the BLM, reclamation work at the Sleeper mine site and on-going geological reviews of its mining claims were completed.
Expenses
Our operating expenses of $861,999 for the three months ended December 31, 2015 compared to the three months ended December 31, 2014 increased by approximately 91% or by $409,649. Our exploration expenses decreased by 32% or by $80,187, as the Company focused on completing its new PEA. Insurance expenses increased by 157% or by $29,393 resulting from a change in amortization estimate. We also recorded increases in professional fees of $98,478, salaries and benefits of $213,239 and general and administration of $99,612 totaling $411,329. Expenses for the three month period ended December 31, 2015 are more reflective of the Company operating as a stand-alone public company from the comparable period as a wholly owned subsidiary of PGSC.
Our operating expenses of $1,670,482 for the six months ended December 31, 2015 compared to the six months ended December 31, 2014 increased by approximately 29% or by $373,962. Our exploration expenses decreased by 9% or by $43,672, as the Company focused completing its new PEA and new magnetic survey. Insurance expenses increased by 64% or by $35,074 resulting from a change in amortization estimate. We also recorded increases in professional fees of $122,531, salaries and benefits of $388,168 and general and administration of $147,328 totaling $658,027. Expenses for the six month period ended December 31, 2015 are more reflective of the Company operating as a stand-alone company from the comparable prior year period as a wholly owned subsidiary of PGSC.
Net Loss
Our net loss for the three months ended December 31, 2015 was $734,967 compared to a net loss of $1,161,199 in the previous year. The decrease of $426,232 or approximately thirty seven percent (37%) was primarily due to the reduction of imputed interest charged on debt owed to PGSC of $776,589 that offset increases in operating expenses of $409,649 that are a result of the Company operating as a stand-alone company.
Our net loss for the six months ended December 31, 2015 was $1,536,960 compared to a net loss of $2,695,401 in the previous year. The decrease of $1,158,441 or approximately forty three percent (43%) was primarily due to the reduction of imputed interest charged on debt owed to PGSC of $1,529,755 that offset increases in operating expenses of $373,962 that are a result of the Company operating as a stand-alone company.
We will continue to incur losses for the foreseeable future as we continue with our planned exploration programs.
Liquidity and Capital Resources
At December 31, 2015, we had cash and cash equivalents of $7,906,761 compared to $9,282,534 as at June 30, 2015. This decrease of $1,375,773 was a result of the cash used to maintain our annual mining claim fees, fund our Sleeper Gold Project related expenses and general corporate overhead.
At December 31, 2015, we had net working capital of $8,160,026.
We confirm our budgeted cash expenditures of approximately $2.8 million for the fiscal year ended June 30, 2016 as previously reported on Form 10-K filed with SEC on September 17, 2015. These anticipated cash outlays will be funded by our cash on hand. A breakdown of our proposed expenditures for the fiscal year ending June 30, 2016 are as follows:
|
· |
$110,000 on preparation of a new compliant NI-43-101 preliminary economic assessment for the Sleeper Gold Project; |
|
· |
$230,000 on general exploration, exploration management and reclamation activities |
|
· |
$225,000 on a geophysical survey at the Sleeper Gold Project; |
16
|
· |
$1,800,000 on general and administration expenses (expenses include management and employee salary and wages, legal, audit, and marketing). |
Critical Accounting Policies
Management considers the following policies to be most critical in understanding the judgments that are involved in preparing the Company’s consolidated financial statements and the uncertainties that could impact the results of operations, financial condition and cash flows. Our financial statements are affected by the accounting policies used and the estimates and assumptions made by management during their preparation. Management believes the Company’s critical accounting policies are those related to mineral property acquisition costs, exploration and development cost, stock based compensation, derivative accounting and foreign currency translation.
Estimate
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 to allowances for doubtful accounts receivable and long-lived assets. 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 expenses as incurred.
Stock Based Compensation
For stock option grants with market conditions that affect vesting, the Company uses a lattice approach incorporating a Monte Carlo simulation to value stock option granted.
17
For stock option grants that have no market conditions that affect vesting, the Company uses the Black-Scholes option valuation model to value stock options granted. The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. The model requires management to make estimates which are subjective and may not be representative of actual results. Changes in assumptions can materially affect estimates of fair values. For purposes of the calculation, the following assumptions were used for the fiscal years ended June 30, 2015 and 2014:
|
|
|
2015 |
|
|
|
2014 |
|
WA Risk free interest rate |
|
|
0.98 |
% |
|
|
0.12 |
% |
WA Expected dividend yield |
|
|
0 |
% |
|
|
0 |
% |
WA Expected stock price volatility |
|
|
108 |
% |
|
|
58 |
% |
WA Expected life of options |
|
|
3.75 |
|
|
|
2 years |
|
Reclassification
Certain comparative figures have been reclassified to conform to the current year-end presentation.
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 3. 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 US 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 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 effect on our operations.
Item 4. Controls and Procedures.
a) |
Evaluation of Disclosure Controls and Procedures |
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) and determined that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report on Form 10-Q. The evaluation considered the procedures designed to ensure that the information required to be disclosed by us in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and communicated to our management as appropriate to allow timely decisions regarding required disclosure.
(b) |
Changes in Internal Control over Financial Reporting |
During the period covered by this Quarterly Report on Form 10-Q, there was no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(d) and 13d-15(d) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
18
Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Projections of any evaluation or effectiveness to future periods are subject to risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Since the announcement of the merger of PGSC and Coeur on December 17, 2014, the Company, PGSC, members of PGSC’s board, Coeur, and Hollywood Merger Sub, Inc. (“Merger Sub”) have been named as defendants in six putative stockholder class action suits brought by purported stockholders of PGSC, challenging the proposed Merger (the “Complaints”). The Complaints were filed in the Court of Chancery in the State of Delaware (Fernando Gamboa v. Paramount Gold and Silver Corp., et al., No.: 10499; Jerry Panning v. Paramount Gold and Silver Corp., et al., No.: 10507; Jonah Weiss v. Christopher Crupi, et al., No.: 10517; Justin Beaston v. Paramount Gold and Silver Corporation, et al., No.: 10538; Rob Byers v. Christopher Crupi, et al., No.: 10551; James H. Alston v. Paramount Gold and Silver Corp., et al., No.: 10531.
The plaintiffs generally claim that the PGSC board members breached their fiduciary duties to PGSC stockholders by: (i) authorizing the merger with Coeur for what the plaintiffs asserts is inadequate consideration and pursuant to an allegedly inadequate process, and (ii) failing to disclose sufficient information in its Form S-4 filed with the Securities and Exchange Commission to allow the shareholders to make an informed vote. The plaintiffs also claim that the Company, PGSC, Coeur, and Merger Sub aided and abetted the other defendants’ alleged breach of duties. In the Complaints, the plaintiffs seek, among other things, to enjoin the merger, rescind the transaction or obtain rescissory damages if the merger is consummated, obtain other unspecified damages and recover attorneys’ fees and costs. The merger was consummated on April 17, 2015.
We, PGSC, members of PGSC board, Coeur, and Merger Sub deny any wrongdoing and are vigorously defending all of the actions.
There have been no material changes in our risk factors from those disclosed in our Annual Report on Form 10-K for year ended June 30, 2015.
Item 4. Mine Safety Disclosures.
Not applicable.
19
|
(a) |
Index to Exhibits |
Exhibit Number |
|
Description |
10.1** |
|
Employment Agreement dated October 26, 2015 between Company and Glen Van Treek (Incorporated herein by reference to Exhibit 10.1 to Current Report on Form 8-K of the Company filed on October 26, 2015)** |
10.2** |
|
Employment Agreement dated October 26, 2015 between Company and Carlo Buffone (Incorporated herein by reference to Exhibit 10.1 to Current Report on Form 8-K of the Company filed on October 26, 2015)** |
31.1* |
|
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2* |
|
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1* |
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2* |
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101.INS* |
|
XBRL Instance Document |
101.SCH* |
|
XBRL Taxonomy Extension Schema Document |
101.CAL* |
|
XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF* |
|
XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB* |
|
XBRL Taxonomy Extension Label Linkbase Document |
101.PRE* |
|
XBRL Taxonomy Extension Presentation Linkbase Document |
* |
Filed herewith. |
** |
Management contract or compensatory plan or arrangement. |
20
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
Company Name |
|
|
|
|
|
Date: February 5, 2016 |
|
By: |
/s/ Glen Van Treek |
|
|
|
Glen Van Treek |
|
|
|
President and Chief Executive Officer |
|
|
|
|
Date: February 5, 2016 |
|
By: |
/s/ Carlo Buffone |
|
|
|
Carlo Buffone |
|
|
|
Chief Financial Officer |
21
Exhibit Number |
|
Description |
10.1** |
|
Employment Agreement dated October 26, 2015 between Company and Glen Van Treek (Incorporated herein by reference to Exhibit 10.1 to Current Report on Form 8-K of the Company filed on October 26, 2015)** |
10.2** |
|
Employment Agreement dated October 26, 2015 between Company and Carlo Buffone (Incorporated herein by reference to Exhibit 10.1 to Current Report on Form 8-K of the Company filed on October 26, 2015)** |
31.1* |
|
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
31.2* |
|
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
32.1* |
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
32.2* |
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
101.INS |
|
XBRL Instance Document |
101.SCH |
|
XBRL Taxonomy Extension Schema Document |
101.CAL |
|
XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF |
|
XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB |
|
XBRL Taxonomy Extension Label Linkbase Document |
101.PRE |
|
XBRL Taxonomy Extension Presentation Linkbase Document |
* |
Filed herewith. |
** |
Management contract or compensatory plan or arrangement. |
22
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Glen Van Treek, certify that:
1. |
I have reviewed this quarterly report on Form 10-Q for the period ended December 31, 2015 of Paramount Gold Nevada Corp.; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; |
4. |
The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have: |
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
(c) |
Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
(d) |
Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and |
5. |
The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): |
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and |
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. |
Date: February 5, 2016 |
By: |
|
/s/ Glen Van Treek |
|
|
|
Glen Van Treek |
|
|
|
Chief Executive Officer |
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Carlo Buffone, certify that:
1. |
I have reviewed this quarterly report on Form 10-Q for the period ended December 31, 2015 of Paramount Gold Nevada Corp.; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the small business issuer as of, and for, the periods presented in this report; |
4. |
The small business issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have: |
|
(a) |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
|
(b) |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
|
(c) |
Evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
|
(d) |
Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter (the small business issuer's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and |
5. |
The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons performing the equivalent functions): |
|
(a) |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process, summarize and report financial information; and |
|
(b) |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer's internal control over financial reporting. |
Date: February 5, 2016 |
By: |
|
/s/ Carlo Buffone |
|
|
|
Carlo Buffone |
|
|
|
Chief Financial Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Paramount Gold Nevada Corp. (the “Company”) on Form 10-Q for the period ending December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
|
(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
Date: February 5, 2016 |
By: |
|
/s/ Glen Van Treek |
|
|
|
Glen Van Treek |
|
|
|
Chief Executive Officer |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Paramount Gold Nevada Corp. (the “Company”) on Form 10-Q for the period ending December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
|
(1) |
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
Date: February 5, 2016 |
By: |
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/s/ Carlo Buffone |
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Carlo Buffone |
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Chief Financial Officer |
Document and Entity Information - shares |
6 Months Ended | |
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Dec. 31, 2015 |
Feb. 02, 2016 |
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Document And Entity Information [Abstract] | ||
Entity Registrant Name | Paramount Gold Nevada Corp. | |
Entity Central Index Key | 0001629210 | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Smaller Reporting Company | |
Document Fiscal Year Focus | 2016 | |
Document Fiscal Period Focus | Q2 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2015 | |
Trading Symbol | PZG | |
Entity Common Stock, Shares Outstanding | 8,518,791 |
Condensed Consolidated Interim Balance Sheets (Parenthetical) - $ / shares |
Dec. 31, 2015 |
Jun. 30, 2015 |
Apr. 17, 2015 |
Dec. 31, 2014 |
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Statement Of Financial Position [Abstract] | ||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |
Common stock, shares authorized | 50,000,000 | 50,000,000 | 25,000 | |
Common stock, shares issued | 8,518,791 | 8,518,791 | ||
Common stock, shares outstanding | 8,518,791 | 8,518,791 |
Consolidated Statements of Operations and Comprehensive Loss - USD ($) |
3 Months Ended | 6 Months Ended | ||
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Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2015 |
Dec. 31, 2014 |
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Revenue | ||||
Other income (Note 11) | $ 125,722 | $ 67,049 | $ 130,924 | $ 97,535 |
Total Revenue | 125,722 | 67,049 | 130,924 | 97,535 |
Expenses | ||||
Exploration | 171,296 | 251,483 | 446,171 | 489,843 |
Land holding costs | 101,591 | 108,553 | 195,237 | 234,775 |
Professional fees | 108,581 | 10,103 | 150,286 | 27,755 |
Salaries and benefits | 226,675 | 13,436 | 434,966 | 46,798 |
Directors compensation | 58,183 | 6,271 | 109,448 | 16,993 |
General and administrative | 109,738 | 10,126 | 167,954 | 20,626 |
Insurance | 48,079 | 18,686 | 90,020 | 54,946 |
Depreciation | 858 | 2,404 | ||
Accretion (Note 10) | 36,998 | 33,692 | 73,996 | 67,384 |
Write down of mineral properties | 337,400 | |||
Total Expenses | 861,999 | 452,350 | 1,670,482 | 1,296,520 |
Net Loss before other items | 736,277 | 385,301 | 1,539,558 | 1,198,985 |
Other items | ||||
Interest income | (1,350) | (731) | (2,711) | (1,477) |
Interest and service charges | 40 | 776,629 | 113 | 1,529,868 |
Gain on sale of marketable securities | (31,975) | |||
Net Loss | 734,967 | 1,161,199 | 1,536,960 | 2,695,401 |
Other comprehensive loss | ||||
Unrealized loss on available-for-sale-securities | 698 | 1,183 | 14,577 | 124,848 |
Total Comprehensive Loss for the Period | $ 735,665 | $ 1,162,382 | $ 1,551,537 | $ 2,820,249 |
Loss per Common Share | ||||
Basic | $ 0.09 | $ 0.14 | $ 0.18 | $ 0.33 |
Diluted | $ 0.09 | $ 0.14 | $ 0.18 | $ 0.33 |
Weighted Average Number of Common Shares Used in Per Share Calculations | ||||
Basic | 8,518,791 | 8,101,371 | 8,518,791 | 8,101,371 |
Diluted | 8,518,791 | 8,101,371 | 8,518,791 | 8,101,371 |
Description of Business and Summary of Significant Accounting Policies |
6 Months Ended | ||||||||
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Dec. 31, 2015 | |||||||||
Accounting Policies [Abstract] | |||||||||
Description of Business and Summary of Significant Accounting Policies | Note 1. Description of Business and Summary of Significant Accounting Policies Paramount Gold Nevada Corp. (the “Company” or “Paramount”), incorporated under 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 and Sleeper Mining Company, LLC. The Company is in the process of exploring its mineral properties in Nevada, United States. The Company’s activities are subject to significant risks and uncertainties, including failing to secure additional funding to advance its projects and to date has not determined whether these properties contain reserves that are economically recoverable. Spin-Off from Paramount Gold and Silver Corp. Paramount Gold and Silver Corp. (“PGSC”) owned, prior to the separation (defined below), 100% of the issued and outstanding shares of the Company. On April 17, 2015, we entered into the previously disclosed separation and distribution agreement (the “Separation Agreement”) with PGSC, to effect the separation (the “Separation”) of the Company from PGSC, and to provide for the allocation between the Company and PGSC of the Company’s and PGSC’s assets, liabilities and obligations attributable to periods prior to, at and after the Separation. We filed a registration statement on Form S-1 in connection with the distribution (the “Distribution”) by PGSC to its stockholders of all the outstanding shares of common stock of the Company, par value $0.01 per share. The registration statement was declared effective by the Securities and Exchange Commission (“SEC”) on April 9, 2015. On April 6, 2015, the Company filed a Form 8-A with the SEC to register its shares of common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended. The distribution, which effected a spin-off of the Company from PGSC, was made on April 17, 2015, to PGSC stockholders of record on April 14, 2015. On the distribution date, stockholders of PGSC received one share of Company common stock for every twenty shares of PGSC common stock held. Up to and including the distribution date, PGSC common stock traded on the “regular-way” market; that is, with an entitlement to shares of Company common stock distributed pursuant to the distribution. As a result of the distribution, the Company is now a publicly traded company independent from PGSC. On April 20, 2015, the Company’s shares of common stock commenced trading on the NYSE MKT LLC under the symbol “PZG”. An aggregate of 8,101,371 shares of Company common stock were issued in the Distribution. Basis of Presentation and Preparation The unaudited condensed consolidated interim financial statements are prepared by management in accordance with accounting principles for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. In the opinion of management, all the normal and recurring adjustments necessary to fairly present the interim financial information set forth herein have been included. The results of operations for interim periods are not necessarily indicative of the operating results of a full year or future years. The condensed consolidated interim financial statements have been prepared in accordance with U.S. GAAP and follow the same accounting policies and methods of their application as the most recent annual financial statements. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation. The condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements and related footnotes for the year ended June 30, 2015. Marketable Securities The Company classifies its marketable securities as available-for-sale securities. The securities are measured at fair market value in the financial statements with unrealized gains and temporary losses on investments classified as available for sale are included within accumulated other comprehensive income, net of any related tax effect. Upon realization, such amounts are reclassified from accumulated other comprehensive income to other income, net, realized gains and losses and other than temporary impairments, if any, are reflected in the statements of operations as other income or expenses. The Company does not recognize changes in the fair value of its investments in income unless a decline in value is considered other than temporary. 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 condensed consolidated interim 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 condensed consolidated interim financial statements include the adequacy of the Company’s asset retirement obligations, valuation of deferred tax asset, and valuation 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 and amounts receivable. The Company maintains cash in accounts which may, at times, exceed federally insured limits. At December 31, 2015, the balances of approximately $8 million were in excess of federally insured limits. We deposit our cash with financial institutions which we believe have sufficient credit quality to minimize the risk of loss. Allocations PGSC, prior to the Separation, provided administrative support to the Company for executive management, information systems and certain accounting, legal and other administrative functions. The costs of these services were allocated to the Company based primarily on a percentage of the Company’s exploration costs as compared to PGSC’s consolidated exploration costs. The allocations may not reflect the expense the Company would have incurred as an independent, publicly traded company for the periods presented. The consolidated financial statements for the year ended June 30, 2015 and condensed consolidated interim financial statements for the period ended December 31 2014 also reflect interest expense imputed by the Company on the non-interest bearing loans from PGSC. Management believes that its allocations are reasonable and based on a systematic and rational method; however, they are not necessarily indicative of the actual financial results of the Company, including such expenses that would have been incurred by the Company had it been operating as a separate, stand-alone entity for the periods presented. As a stand-alone entity, the Company expects to incur expenses that may not be comparable in future periods to what is presented for the historical periods. Consequently, the financial information herein may not reflect the financial position, results of operations and cash flows of the Company in the future or if the Company had been an independent stand-alone entity during all of the periods presented. The comparative condensed consolidated interim financial statements include all adjustments necessary for a fair presentation of the Company’s results of operations. 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 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. Stock Based Compensation The Company has adopted the provisions of FASB ASC 718, “Stock Compensation” (“ASC 718”), which establishes accounting for equity instruments exchanged for employee services. Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employee’s requisite service period (generally the vesting period of the equity grant). Shares of the Company’s common stock will be issued for any options exercised. 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. 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, the costs incurred after such determination will be capitalized and amortized over their useful lives. To date, the Company has not established the commercial feasibility 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:
Asset Retirement Obligations The Company follows the provisions of ASC 440, “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 Company’s asset retirement obligations are further described in Note 10. Loss per Common 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. Basic and diluted loss per share were adjusted retroactively for all periods presented to reflect the Distribution that occurred on April 17, 2015. For the three and six months periods ended December 31, 2015 and 2014, the shares of common stock equivalents related to outstanding stock options 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 period. Revenue Recognition Revenue is recognized when persuasive evidence that an agreement exists, the risks and rewards of ownership pass to the purchaser, the selling price is fixed and determinable; or collection is reasonably assured. The passing of title to the purchaser is based on the terms of the purchase and sale agreement. |
Recent Accounting Guidance |
6 Months Ended |
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Dec. 31, 2015 | |
New Accounting Pronouncements And Changes In Accounting Principles [Abstract] | |
Recent Accounting Guidance | Note 2. Recent Accounting Guidance
In January 2016, the FASB issued ASU 2016-01, Financial Instruments. ASU 2016-01 make targeted improvements to generally accepted accounting principles as follows:
1. Require equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.
2. Simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. When a qualitative assessment indicates that impairment exists, an entity is required to measure the investment at fair value. 3. Eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities.
4. Eliminate the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet.
5. Require public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes.
6. Require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments.
7. Require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements.
8. Clarify that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets
ASU 2016-01 is effective for annual periods beginning after December 15, 2017. The adoption of ASU 2016-01 is not expected to have a material impact on the Company’s condensed consolidated interim financial statements. |
Marketable Securities and Investments |
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Investments Debt And Equity Securities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Marketable Securities and Investments | Note 3. Marketable Securities and Investments The following table summarizes the Company’s available-for sale securities on hand as of December 31, 2015 and June 30, 2015:
During the six month period ended December 31, 2015, the Company recorded an unrealized loss of $14,577 (2014 – $124,848). The marketable securities reflected in the table above includes stock purchase warrants of a single entity involved in the exploration of precious metals. Each stock purchase warrant is exercisable for a common share of the entity. The Company performs a quarterly assessment on its marketable securities with unrealized losses to determine if the security is other than temporarily impaired. |
Fair Value Measurements |
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Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements | 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 1Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. Level 2Inputs 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 3Inputs that are both significant to the fair value measurement and unobservable. The following table sets forth the Company’s financial assets and liabilities measured at fair value 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.
The Company’s cash and cash equivalents are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The cash and cash equivalents that are valued based on quoted market prices in active markets are primarily comprised of commercial paper, short-term certificates of deposit and U.S. Treasury securities. At December 31, 2015, the Company’s marketable securities are comprised of stock purchase warrants. The stock purchase warrants’ fair value is recorded using a Black Scholes options model using inputs such as contractual terms, stock volatility and implied interest rates. The Company’s marketable securities are classified within Level 3 of the fair value hierarchy.
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Non-Cash Transactions |
6 Months Ended |
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Dec. 31, 2015 | |
Nonmonetary Transactions [Abstract] | |
Non-Cash Transactions | Note 5. Non-Cash Transactions During the six month period ended December 31, 2015 and 2014, the Company did not enter into any non-cash activities.
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Capital Stock |
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Equity [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Capital Stock | Note 6. Capital Stock Authorized Capital Authorized capital stock consists of 50,000,000 common shares with par value of $0.01 per common share (June 31, 2015 – 50,000,000 common shares with par value $0.01 per common share). At December 31, 2015 there were 8,518,791 common shares issued and outstanding (June 30, 2015- 8,518,791 common shares). On February 19, 2015, the Company amended its articles of incorporation to replace its authorized capital of 25,000 common shares with no par value (“Old Common Shares”) with 50,000,000 common shares with par value of $0.01 per common share (“New Common Shares”). In connection with the amendment PGSC returned 1,000 Old Common Shares to treasury for cancellation in exchange for 8,101,371 New Common Shares.
Stock Options and Stock Based Compensation Paramount’s 2015 Stock Incentive and Compensation Plan, which is shareholder-approved, permits the grant of share options and shares to its employees for up to 1.278 million shares of common 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 and employees with those of its shareholders a significant portion of those share option awards will vest contingent upon meeting certain stock price appreciation performance goals. Option and share awards provide for accelerated vesting if there is a change in control (as defined in the employee share option plan). The Company did not grant stock options for the six month period ending December 31, 2015.
A summary of option activity under the Stock Incentive and Compensation Plan as of December 31, 2015, and changes during the three month period ended is presented below.
A summary of the status of Paramount’s non-vested shares as of July 1, 2015 and changes during the six month period ended December 31, 2015 is presented below.
As of December 31, 2015, there was $458,274 of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the employee share option plan. That cost is expected to be recognized over a weighted-average period of 1.1 years. The total fair value of shares vested during the six month period ended December 31, 2015 and 2014, was $nil and $nil, respectively. |
Related Party Transactions |
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Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions | Note 7. Related Party Transactions The Company’s expenses includes allocations from PGSC of costs associated with administrative support functions which included executive management, information systems, finance, legal, accounting and certain other administrative functions and stock-based compensation. Allocated stock-based compensation includes equity awards granted to employees of the Company as well as allocated stock-based compensation expense associated with PGSC employees that provided administrative support to the Company. For the three and six month period ended December 31, 2015 and 2014, the Company’s allocated expenses from PGSC were as follows:
As discussed in Note 1, the Company believes the assumptions and methodologies underlying the allocation of administrative expenses and stock-based compensation are reasonable. However, such expenses may not be indicative of the actual expenses that would have been incurred by the Company as a stand-alone company. As such, the financial information herein may not necessarily reflect the consolidated financial position, results of operation, and cash flows of the Company in the future or if the Company had been a stand-alone entity during the comparative presented period ended December 31, 2014. During the three and six month period ended December 31, 2015, directors were paid or accrued $26,635 and $46,352 respectively (2014- $5,304 and $13,781) for their services as directors of the Company’s Board. During the three and six month period ended December 31, 2015, the Company also recorded a non-cash transaction to recognize stock based compensation for directors in the amount of $31,548 and $63,096 respectively (2014 - $968 and $3,212 ). All transactions with related parties are made in the normal course of operations and are measured at exchange value.
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Mineral Properties |
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Mineral Industries Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mineral Properties | Note 8. Mineral Properties The Company has capitalized acquisition costs on mineral properties as follows:
Sleeper: Sleeper is located in northern Nevada approximately 26 miles northwest of the town of Winnemucca. The Sleeper Gold Mine consists of 2,322 unpatented mining claims totaling approximately 72.5 square miles. Mill Creek: The Mill Creek property consists of 36 unpatented lode mining claims totaling 720 acres south of Battle Mountain Nevada. Spring Valley: The Spring Valley property consists of 38 unpatented lode mining claims totaling approximately 760 acres located in Pershing County, Nevada. |
Property and Equipment |
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Property and Equipment | Note 9. Property and Equipment: At December 31, 2015, and June 30, 2015, property and equipment consisted of the following:
During the six month period ended December 31, 2015, net additions to property, and equipment were $8,365 (2014- $—). During the six month period ended December 31, 2015 the Company recorded depreciation of $2,404 (2014-$—). |
Reclamation and Environmental |
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Dec. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Environmental Remediation Obligations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reclamation and Environmental | Note 10. Reclamation and Environmental: The Company holds an insurance policy related to its Sleeper Gold Project that covers reclamation costs in the event the Company defaults on payments of its reclamation costs up to an aggregate of $25 million. The unamortized insurance premium is being amortized to December 31, 2016 and the current and non-current prepaid insurance balance at December 31, 2015 is $49,043 (June 30, 2015 - $73,561). As a part of its insurance policy, the Company has funds in a commutation account which is used to reimburse reclamation costs and indemnity claims. The balance of the commutation account at December 31, 2015 is $2,383,039 (June 30, 2015 - $2,499,396). 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 asset retirement obligation at the Sleeper Gold Project has been measured using the following variables: 1) Expected costs for earthwork, re-vegetation, in-pit water treatment, on-going monitoring, labor and management, 2) Inflation adjustment, and 3) Market risk premium. The sum of the expected costs by year is discounted using the Company’s credit adjusted risk free interest rate from the time it expects to pay the retirement obligation to the time it incurs the obligation. The reclamation and environmental obligation recorded on the balance sheet is equal to the present value of the estimated costs. The current undiscounted estimate of the reclamation costs for existing disturbances at the Sleeper Gold Project is $3,915,626 as required by U.S Bureau of Land Management and the Nevada Department of Environmental Protection. Assumptions used to compute the asset retirement obligations as at December 31, 2015 and June 30, 2015 for the Sleeper Gold Project included a credit adjusted risk free rate and inflation rate of 9.76% (June 30, 2015 – 9.76%) and 2.0% (June 30, 2015 – 2.0%), respectively. Expenses are expected to be incurred between the years 2014 and 2053. Changes to the Company’s asset retirement obligations for the six month period ended December 31, 2015 and the year ended June 30, 2015 are as follows:
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Other Income |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Income [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Income | Note 11. Other Income The Company’s other income details were as follows:
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Commitments and Contingencies |
6 Months Ended | |||||||||||||||||||||||||
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Dec. 31, 2015 | ||||||||||||||||||||||||||
Commitments And Contingencies Disclosure [Abstract] | ||||||||||||||||||||||||||
Commitments and Contingencies | Note 12. Commitments and Contingencies: Since the announcement of the merger of PGSC and Coeur on December 17, 2014, the Company, PGSC, members of PGSC’s board, Coeur, and Hollywood Merger Sub, Inc. (“Merger Sub”) have been named as defendants in six putative stockholder class action suits brought by purported stockholders of PGSC, challenging the proposed Merger (the “Complaints”). The Complaints were filed in the Court of Chancery in the State of Delaware (Fernando Gamboa v. Paramount Gold and Silver Corp., et al., No.: 10499; Jerry Panning v. Paramount Gold and Silver Corp., et al., No.: 10507; Jonah Weiss v. Christopher Crupi, et al., No.: 10517; Justin Beaston v. Paramount Gold and Silver Corporation, et al., No.: 10538; Rob Byers v. Christopher Crupi, et al., No.: 10551; James H. Alston v. Paramount Gold and Silver Corp., et al., No.: 10531. The plaintiffs generally claim that the PGSC board members breached their fiduciary duties to PGSC stockholders by: (i) authorizing the merger with Coeur for what the plaintiffs assert is inadequate consideration and pursuant to an allegedly inadequate process, and (ii) failing to disclose sufficient information in its Form S-4 filed with the Securities and Exchange Commission to allow the shareholders to make an informed vote. The plaintiffs also claim that the Company, PGSC, Coeur, and Merger Sub aided and abetted the other defendants’ alleged breach of duties. In the Complaints, the plaintiffs seek, among other things, to enjoin the merger, rescind the transaction or obtain rescissory damages if the merger is consummated, obtain other unspecified damages and recover attorneys’ fees and costs. The merger was consummated on April 17, 2015. We, PGSC, members of PGSC board, Coeur, and Merger Sub deny any wrongdoing and are vigorously defending all of the actions.
Lease Commitments
During the six month period ended December 31, 2015, the Company entered into office premises leases that expire at various dates until June 30, 2018. The aggregate minimum rentals payable for these operating leases are as follows:
During the six month period ended December 31, 2015, $11,799 was recognized as rent expense in the statement of operations and comprehensive loss. |
Description of Business and Summary of Significant Accounting Policies (Policies) |
6 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2015 | |||||||||
Accounting Policies [Abstract] | |||||||||
Basis of Presentation and Preparation | Basis of Presentation and Preparation The unaudited condensed consolidated interim financial statements are prepared by management in accordance with accounting principles for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all of the disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. In the opinion of management, all the normal and recurring adjustments necessary to fairly present the interim financial information set forth herein have been included. The results of operations for interim periods are not necessarily indicative of the operating results of a full year or future years. The condensed consolidated interim financial statements have been prepared in accordance with U.S. GAAP and follow the same accounting policies and methods of their application as the most recent annual financial statements. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions are eliminated in consolidation. The condensed consolidated interim financial statements should be read in conjunction with the consolidated financial statements and related footnotes for the year ended June 30, 2015. |
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Marketable Securities | Marketable Securities The Company classifies its marketable securities as available-for-sale securities. The securities are measured at fair market value in the financial statements with unrealized gains and temporary losses on investments classified as available for sale are included within accumulated other comprehensive income, net of any related tax effect. Upon realization, such amounts are reclassified from accumulated other comprehensive income to other income, net, realized gains and losses and other than temporary impairments, if any, are reflected in the statements of operations as other income or expenses. The Company does not recognize changes in the fair value of its investments in income unless a decline in value is considered other than temporary. |
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Use of Estimates | 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 condensed consolidated interim 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 condensed consolidated interim financial statements include the adequacy of the Company’s asset retirement obligations, valuation of deferred tax asset, and valuation of mineral properties. |
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Cash and Cash Equivalents | 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. |
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Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist principally of cash and cash equivalents and amounts receivable. The Company maintains cash in accounts which may, at times, exceed federally insured limits. At December 31, 2015, the balances of approximately $8 million were in excess of federally insured limits. We deposit our cash with financial institutions which we believe have sufficient credit quality to minimize the risk of loss. |
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Allocations | Allocations PGSC, prior to the Separation, provided administrative support to the Company for executive management, information systems and certain accounting, legal and other administrative functions. The costs of these services were allocated to the Company based primarily on a percentage of the Company’s exploration costs as compared to PGSC’s consolidated exploration costs. The allocations may not reflect the expense the Company would have incurred as an independent, publicly traded company for the periods presented. The consolidated financial statements for the year ended June 30, 2015 and condensed consolidated interim financial statements for the period ended December 31 2014 also reflect interest expense imputed by the Company on the non-interest bearing loans from PGSC. Management believes that its allocations are reasonable and based on a systematic and rational method; however, they are not necessarily indicative of the actual financial results of the Company, including such expenses that would have been incurred by the Company had it been operating as a separate, stand-alone entity for the periods presented. As a stand-alone entity, the Company expects to incur expenses that may not be comparable in future periods to what is presented for the historical periods. Consequently, the financial information herein may not reflect the financial position, results of operations and cash flows of the Company in the future or if the Company had been an independent stand-alone entity during all of the periods presented. The comparative condensed consolidated interim financial statements include all adjustments necessary for a fair presentation of the Company’s results of operations. |
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Fair Value Measurements | 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 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 The Company has adopted the provisions of FASB ASC 718, “Stock Compensation” (“ASC 718”), which establishes accounting for equity instruments exchanged for employee services. Under the provisions of ASC 718, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense over the employee’s requisite service period (generally the vesting period of the equity grant). Shares of the Company’s common stock will be issued for any options exercised. |
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Mineral Properties | 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. |
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Exploration Costs | 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, the costs incurred after such determination will be capitalized and amortized over their useful lives. To date, the Company has not established the commercial feasibility of its exploration prospects; therefore, all exploration costs are being expensed. |
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Property and Equipment | 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:
|
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Asset Retirement Obligations | Asset Retirement Obligations The Company follows the provisions of ASC 440, “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 Company’s asset retirement obligations are further described in Note 10. |
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Loss per Common Share | Loss per Common 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. Basic and diluted loss per share were adjusted retroactively for all periods presented to reflect the Distribution that occurred on April 17, 2015. For the three and six months periods ended December 31, 2015 and 2014, the shares of common stock equivalents related to outstanding stock options 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 period. |
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Revenue Recognition | Revenue Recognition Revenue is recognized when persuasive evidence that an agreement exists, the risks and rewards of ownership pass to the purchaser, the selling price is fixed and determinable; or collection is reasonably assured. The passing of title to the purchaser is based on the terms of the purchase and sale agreement. |
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Recent Accounting Guidance |
In January 2016, the FASB issued ASU 2016-01, Financial Instruments. ASU 2016-01 make targeted improvements to generally accepted accounting principles as follows:
1. Require equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.
2. Simplify the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. When a qualitative assessment indicates that impairment exists, an entity is required to measure the investment at fair value. 3. Eliminate the requirement to disclose the fair value of financial instruments measured at amortized cost for entities that are not public business entities.
4. Eliminate the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet.
5. Require public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes.
6. Require an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments.
7. Require separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements.
8. Clarify that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets
ASU 2016-01 is effective for annual periods beginning after December 15, 2017. The adoption of ASU 2016-01 is not expected to have a material impact on the Company’s condensed consolidated interim financial statements. |
Description of Business and Summary of Significant Accounting Policies (Tables) |
6 Months Ended | ||||||||
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Dec. 31, 2015 | |||||||||
Accounting Policies [Abstract] | |||||||||
Fixed Assets | Equipment is recorded at cost less accumulated depreciation. All equipment is depreciated over its estimated useful life at the following annual rates:
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Marketable Securities and Investments (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investments Debt And Equity Securities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Available for Sale Securities | The following table summarizes the Company’s available-for sale securities on hand as of December 31, 2015 and June 30, 2015:
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Fair Value Measurements (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value of Assets and Liabilities | The following table sets forth the Company’s financial assets and liabilities measured at fair value 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.
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Capital Stock (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Option Activity Under Stock Incentive and Compensation Plan | A summary of option activity under the Stock Incentive and Compensation Plan as of December 31, 2015, and changes during the three month period ended is presented below.
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Summary of Status of Non-Vested Shares | A summary of the status of Paramount’s non-vested shares as of July 1, 2015 and changes during the six month period ended December 31, 2015 is presented below.
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Related Party Transactions (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Allocated Expenses from Parent | For the three and six month period ended December 31, 2015 and 2014, the Company’s allocated expenses from PGSC were as follows:
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Mineral Properties (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mineral Industries Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Capitalized Acquisition Costs on Mineral Properties | The Company has capitalized acquisition costs on mineral properties as follows:
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Property and Equipment (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property Plant And Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Property and Equipment | At December 31, 2015, and June 30, 2015, property and equipment consisted of the following:
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Reclamation and Environmental (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Environmental Remediation Obligations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Changes to Asset Retirement Obligation | Changes to the Company’s asset retirement obligations for the six month period ended December 31, 2015 and the year ended June 30, 2015 are as follows:
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Other Income (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Income [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Income Details | The Company’s other income details were as follows:
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Commitments and Contingencies (Tables) |
6 Months Ended | |||||||||||||||||||||||||
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Dec. 31, 2015 | ||||||||||||||||||||||||||
Commitments And Contingencies Disclosure [Abstract] | ||||||||||||||||||||||||||
Schedule of Aggregate Minimum Rentals Payable for Operating Leases | During the six month period ended December 31, 2015, the Company entered into office premises leases that expire at various dates until June 30, 2018. The aggregate minimum rentals payable for these operating leases are as follows:
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Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) $ / shares in Units, $ in Millions |
6 Months Ended | 12 Months Ended | |
---|---|---|---|
Apr. 17, 2015
$ / shares
shares
|
Dec. 31, 2015
USD ($)
$ / shares
|
Jun. 30, 2015
$ / shares
shares
|
|
Accounting Policies [Line Items] | |||
Common stock, par value | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 |
Concentration of credit risk uninsured cash amount | $ | $ 8 | ||
Cash, Uninsured Amount, Commentary | We deposit our cash with financial institutions which we believe have sufficient credit quality to minimize the risk of loss | ||
Common Stock | |||
Accounting Policies [Line Items] | |||
Capital issued for Spin-off transaction (in shares) | 8,101,371 | ||
Spinoff | |||
Accounting Policies [Line Items] | |||
Stockholders equity, spinoff description | On the distribution date, stockholders of PGSC received one share of Company common stock for every twenty shares of PGSC common stock held. | ||
Stockholders equity, spinoff conversion ratio | 0.05 | ||
Spinoff | Common Stock | |||
Accounting Policies [Line Items] | |||
Capital issued for Spin-off transaction (in shares) | 8,101,371 | ||
Paramount Gold and Silver Corp. | |||
Accounting Policies [Line Items] | |||
Parent's ownership interest | 100.00% |
Fixed Assets (Details) |
6 Months Ended |
---|---|
Dec. 31, 2015 | |
Computer equipment | |
Property Plant And Equipment [Line Items] | |
Percentage of annual amortization rate on declining balance (in hundredths) | 30.00% |
Equipment | |
Property Plant And Equipment [Line Items] | |
Percentage of annual amortization rate on declining balance (in hundredths) | 20.00% |
Available for Sale Securities (Details) - USD ($) |
Dec. 31, 2015 |
Jun. 30, 2015 |
---|---|---|
Investments Debt And Equity Securities [Abstract] | ||
Cost Basis | $ 69,850 | $ 69,850 |
Adjusted Cost | 69,850 | 69,850 |
Gross Unrealized Losses | 69,770 | 55,193 |
Fair Value | $ 80 | $ 14,657 |
Marketable Securities and Investments - Additional Information (Details) - USD ($) |
6 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Investments Debt And Equity Securities [Abstract] | ||
Unrealized loss on marketable securities | $ 14,577 | $ 124,848 |
Fair Value of Assets and Liabilities (Details) - USD ($) |
Dec. 31, 2015 |
Jun. 30, 2015 |
---|---|---|
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value | $ 80 | $ 14,657 |
Fair Value, Measurements, Recurring | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 7,906,761 | 9,282,534 |
Fair Value | 80 | $ 14,657 |
Fair Value, Measurements, Recurring | Level 1 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash and cash equivalents | 7,906,761 | |
Fair Value, Measurements, Recurring | Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair Value | $ 80 |
Non-Cash Transactions - Additional Information (Details) - USD ($) |
6 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Nonmonetary Transactions [Abstract] | ||
Amount of non-cash activities | $ 0 | $ 0 |
Summary of Option Activity Under Stock Incentive and Compensation Plan (Details) |
6 Months Ended |
---|---|
Dec. 31, 2015
$ / shares
shares
| |
Shares [Abstract] | |
Options, Granted | 0 |
Stock Options | |
Shares [Abstract] | |
Options, Outstanding, Beginning balance | 995,000 |
Options, Outstanding, Ending balance | 995,000 |
Options, Exercisable at December 31, 2015 | 331,670 |
Weighted-Average Exercise Price [Abstract] | |
Options, Outstanding, Beginning balance | $ / shares | $ 1.53 |
Options, Outstanding, Ending balance | $ / shares | 1.53 |
Options, Exercisable at December 31, 2015 | $ / shares | $ 1.53 |
Options, Outstanding at December 31, 2015 | 4 years 6 months |
Options, Exercisable at December 31, 2015 | 4 years 6 months |
Summary of Status of Non-Vested Shares (Details) |
6 Months Ended |
---|---|
Dec. 31, 2015
$ / shares
shares
| |
Shares [Abstract] | |
Non-vested Options, Beginning balance | 663,330 |
Options, Granted | 0 |
Non-vested Options, Ending balance | 663,330 |
Weighted-Average Grant-Date Fair Value [Abstract] | |
Non-vested Options, Beginning balance | $ / shares | $ 1.13 |
Non-vested Options, Ending balance | $ / shares | $ 1.13 |
Allocated Expenses from Parent (Details) - Paramount Gold and Silver Corp. - USD ($) |
3 Months Ended | 6 Months Ended |
---|---|---|
Dec. 31, 2014 |
Dec. 31, 2014 |
|
Related Party Transaction [Line Items] | ||
Allocated expense | $ 23,407 | $ 72,505 |
Exploration | ||
Related Party Transaction [Line Items] | ||
Allocated expense | 3,700 | 7,400 |
Salaries And Professional Expense | ||
Related Party Transaction [Line Items] | ||
Allocated expense | 13,436 | 48,112 |
Directors compensation | ||
Related Party Transaction [Line Items] | ||
Allocated expense | $ 6,271 | $ 16,993 |
Related Party Transactions - Additional Information (Details) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Related Party Transaction [Line Items] | ||||
Directors compensation | $ 58,183 | $ 6,271 | $ 109,448 | $ 16,993 |
Director | ||||
Related Party Transaction [Line Items] | ||||
Directors compensation | 26,635 | 5,304 | 46,352 | 13,781 |
Non-cash transaction to recognize stock based compensation for directors | $ 31,548 | $ 968 | $ 63,096 | $ 3,212 |
Capitalized Acquisition Costs on Mineral Properties (Details) - USD ($) |
Dec. 31, 2015 |
Jun. 30, 2015 |
---|---|---|
Mineral Properties [Line Items] | ||
Mineral properties, net | $ 28,036,135 | $ 28,036,135 |
Sleeper | ||
Mineral Properties [Line Items] | ||
Mineral properties, net | 25,554,090 | 25,554,090 |
Mill Creek | ||
Mineral Properties [Line Items] | ||
Mineral properties, net | 2,096,616 | 2,096,616 |
Spring Valley | ||
Mineral Properties [Line Items] | ||
Mineral properties, net | $ 385,429 | $ 385,429 |
Mineral Properties - Additional Information (Details) - Nevada |
Dec. 31, 2015
mi²
a
MiningClaim
|
---|---|
Sleeper Gold Mine | |
Mineral Properties [Line Items] | |
Unpatented mining claims | 2,322 |
Area covered by lode mining claims | mi² | 72.5 |
Mill Creek property | |
Mineral Properties [Line Items] | |
Area covered by lode mining claims | a | 720 |
Unpatented lode mining claims | 36 |
Spring Valley property | |
Mineral Properties [Line Items] | |
Area covered by lode mining claims | a | 760 |
Unpatented lode mining claims | 38 |
Schedule of Property and Equipment (Details) - USD ($) |
Dec. 31, 2015 |
Jun. 30, 2015 |
---|---|---|
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 17,694 | $ 9,329 |
Accumulated depreciation | (3,737) | (1,333) |
Total | 13,957 | 7,996 |
Computer equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 16,365 | 8,000 |
Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 1,329 | $ 1,329 |
Property and Equipment - Additional Information (Details) - USD ($) |
3 Months Ended | 6 Months Ended |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2015 |
|
Property Plant And Equipment [Abstract] | ||
Net additions to property and equipment | $ 8,365 | |
Depreciation | $ 858 | $ 2,404 |
Reclamation and Environmental - Additional Information (Details) - USD ($) |
6 Months Ended | 12 Months Ended |
---|---|---|
Dec. 31, 2015 |
Jun. 30, 2015 |
|
Site Contingency [Line Items] | ||
Commutation account | $ 2,383,039 | $ 2,499,396 |
Sleeper Gold Mine | ||
Site Contingency [Line Items] | ||
Maximum reclamation costs covered by insurance policy | 25,000,000 | |
Prepaid insurance | 49,043 | 73,561 |
Commutation account | 2,383,039 | $ 2,499,396 |
Undiscounted estimate of reclamation costs | $ 3,915,626 | |
Credit adjusted risk free rate | 9.76% | 9.76% |
Inflation rate | 2.00% | 2.00% |
Changes to Asset Retirement Obligation (Details) - USD ($) |
3 Months Ended | 6 Months Ended | 12 Months Ended | ||
---|---|---|---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Jun. 30, 2015 |
|
Asset Retirement Obligation Disclosure [Abstract] | |||||
Balance at beginning of period | $ 1,294,497 | $ 1,291,066 | $ 1,291,066 | ||
Accretion (Note 10) | $ 36,998 | $ 33,692 | 73,996 | $ 67,384 | 134,768 |
Payments | (125,222) | (131,337) | |||
Balance at end of period | $ 1,243,271 | $ 1,243,271 | $ 1,294,497 |
Other Income Details (Details) - USD ($) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Other Income [Abstract] | ||||
Re-imbursement of reclamation costs | $ 125,222 | $ 67,049 | $ 125,222 | $ 92,435 |
Leasing of water rights to third party | 5,202 | 5,100 | ||
Gain on disposal of fixed assets | 500 | 500 | ||
Total | $ 125,722 | $ 67,049 | $ 130,924 | $ 97,535 |
Commitments and Contingencies - Additional Information (Details) |
6 Months Ended |
---|---|
Dec. 31, 2015
USD ($)
Claim
| |
Commitments And Contingencies Disclosure [Abstract] | |
Name of defendants | The Company, PGSC, members of PGSC's board, Coeur, and Hollywood Merger Sub, Inc. |
Number of class action suits | Claim | 6 |
Net rental expense | $ | $ 11,799 |
Commitments and Contingencies - Schedule of Aggregate Minimum Rentals Payable for Operating Lease (Details) |
Dec. 31, 2015
USD ($)
|
---|---|
Commitments And Contingencies Disclosure [Abstract] | |
2016 | $ 16,244 |
2017 | 19,444 |
2018 | $ 18,400 |
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