UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 14, 2017
(Exact name of registrant as specified in its charter)
Nevada
(State or Other Jurisdiction of Incorporation)
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001-36908 |
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98-0138393 |
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(Commission File Number) |
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(IRS Employer Identification No.) |
665 Anderson Street
Winnemucca, Nevada
89445
(Address of Principal Executive Offices)
(775) 625-3600
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01. Regulation FD Disclosure.
On February 15, 2017, the Company issued a press release regarding the closing of the offering of common stock and warrants previously announced by the Company by a Current Report on Form 8-K filed on February 9, 2017. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01.Financial Statements and Exhibits.
(d)List of Exhibits
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Exhibit Number |
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Description |
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Exhibit 99.1* |
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Press Release dated February 15, 2017 |
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Filed herewith. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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PARAMOUNT GOLD NEVADA CORP. |
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Date: February 15, 2017 |
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By: |
/s/ Carlo Buffone |
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Carlo Buffone |
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Chief Financial Officer |
Exhibit Index
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Exhibit Number |
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Description |
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Exhibit 99.1* |
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Press Release dated February 15, 2017 |
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Filed herewith. |
Exhibit 99.1
Paramount gold NEVADA CORP. CLOSES $3.66 Million EQUITY FINANCING
Winnemucca, Nevada – February 15, 2017 - Paramount Gold Nevada Corp. (NYSE MKT: PZG) ("Paramount” or “the Company”) announced today that it has closed the previously announced (press release - February 7, 2017) non-brokered private placement funding of common stock and warrants (the “Transaction”) with accredited investors. The Company issued 2,090,000 units at $1.75 per unit for aggregate proceeds of $3,657,500. Each unit consists of one share of common stock and one warrant to purchase one-half of a share of common stock. Each warrant has a two-year term and is exercisable at the following exercise prices: in the first year at $2.00 per share and in the second year at $2.25 per share. There were no commissions or underwriting fees paid in connection with the Transaction.
Proceeds from the Transaction will be used primarily to complete the Pre-Feasibility Study (“PFS”) that the Company commenced in 2016 and to advance the mine permitting process for the project. Other uses of proceeds will include general corporate purposes.
In connection with the Transaction, the Company has agreed to use commercially reasonable efforts to file a registration statement with the U.S. Securities and Exchange Commission to register the resale of the shares of common stock issued at closing of the Transaction.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities. The securities offered and sold in the private placement have not been registered under the United States Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and may not be offered or sold in the United States absent registration, or an applicable exemption from registration under the Securities Act and applicable state securities laws.
After giving effect to the Transaction, the number of shares of Paramount’s Common Stock issued and outstanding is 17,779,954.
About Paramount
Paramount Gold Nevada is a U.S. based precious metals exploration company.
Paramount’s strategy is to create shareholder value through exploring and developing its mineral properties and realizing value for its shareholders in three ways: by selling its assets to established producers; entering into joint ventures with producers for construction and operation; or constructing and operating mines for its own account.
For additional information on the Company, please visit our website at www.paramountnevada.com or follow us on twitter @ParamountNV
Paramount Gold Nevada Corp.
Carlo Buffone, Chief Financial Officer
Chris Theodossiou, Director of Corporate Communications
866-481-2233