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Item 7. Management’s Discussion and Analysis

2025-09-25 compared with 2024-09-26 · 37 added, 42 removed, 111 unchanged (42% of the section changed)

7 unchanged sentences

Operating Highlights:

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

During the fiscal year-ended June 30, 2025, the Company continued with its permitting at its Grassy Mountain Project.

Highlights include:

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

• Paramount closed a $15 million financing with Sprott through the issuance of a Debenture.

The proceeds of the Debenture will be used to fund the continued permitting of the proposed Grassy Mountain Gold Mine and general corporate purposes.

It was also used to repay the Company's outstanding debt.

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

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

• The State of Oregon's Technical Review Team ("TRT") approved the completion of the Environmental Evaluation (“EE”) for the Grassy Mountain project.

• The TRT to approved all components of Paramount’s mining, processing and closure scenarios for its proposed Grassy Mountain operation.

Paramount’s project design used the best available, practicable and necessary technologies (a standard known as “BAPNT”) to minimize environmental impact and ensure responsible extraction, processing and reclamation.

• Grassy Mountain project was selected and included in the federal government's FAST-41 program.

FAST-41 covered projects are entitled to comprehensive permitting timetables and transparent, collaborative management of those timetables on the Federal Permitting Dashboard.

We believe that investors will gain a better understanding of our company if they understand how we measure and talk about our results.

6 unchanged sentences

During the year ended June 30, 2025, we completed various activities and milestones as described above in operating highlights.

Other normal course of business activities included filing annual mining claim fees with the BLM and reclamation work at the Sleeper mine site.

Other normal course of business activities included filing annual mining claim fees with the BLM and reclamation work at the historical Sleeper mine site.

Our net loss for the year ended June 30, 2025 was $9,050,423 compared to a net loss of $8,056,445 in the previous year.

3 unchanged sentences

For the year ended June 30, 2025, exploration and development expenses were $2,603,457 compared to $2,061,618 in the prior year.

This represents a decrease of 15% or $361,938 which was mainly due to the Company focusing on permitting activities at Grassy Mountain and not performing significant exploration activity at the Sleeper Gold Project.

This represents an increase of 26% or $541,839 which was mainly due to the Company focusing on permitting activities at Grassy Mountain.

Expenses related to our exploration or development activities are generally not comparable from period to period as activities will vary based on several factors.

At Grassy Mountain, the Company continued with permitting activities with state and federal permitting agencies.

Permitting activities at the state level resulted in the completion of the EE and the commencement of draft permit writing.

At the federal level, activity accelerated in the second half as the BLM prepared to publish the draft EIS for the Grassy Mountain Project.

These expenses totaled $2,339,283.

1 unchanged sentence

Total exploration expenses at Sleeper were $264,174.

For the year ended June 30, 2023, at Grassy Mountain the Company continued with permitting activities with state and federal permitting agencies and completed a TRS on the property.

For the year ended June 30, 2024, at Grassy Mountain the Company continued with permitting activities with state and federal permitting agencies.

These expenses totaled $1,613,551.

At Sleeper, the Company has re-assayed historical drill holes, digitized and re-verified its geological database and completed a TRS on the property for expenses totaling $957,154.

At Sleeper, the Company focused on general site maintenance and other activities to keep the mining claims in good standing incurring expenses of $448,067.

For the year ended June 30, 2025, reclamation expenses at the Sleeper Gold Project were $200,950 compared to $2,605,799 in the prior year.

This represents an increase of 1414% or $2,433,646.

A significant amount of these reclamation expenses were related to the Company completing the conversion of several historical collection ponds at the past producing mine site to E-Cell conversion ponds.

This represents a decrease of 92% or $2,404,849.

A significant amount of these reclamation expenses in the previous year were related to the Company completing the conversion of several historical collection ponds at the past producing mine site to E-Cell conversion ponds.

For the year ended June 30, 2025, land holding costs increased by $95,622 or by 15% from the prior year of $647,497 to $743,119.

The increase is primarily due to an increase in the professional fees incurred to file and maintain the mining claims with the BLM and respective counties.

The increase is primarily related to the increase in holding costs per claim enacted by the BLM commencing in September 2024.

Salaries and Benefits

2 unchanged sentences

Salary and benefits are comprised of cash and stock-based compensation of the Company’s executive and corporate administration teams.

The increase reflects increases in base salaries, higher cash bonuses netted against lower equity based compensation recorded in the current year compared to the previous comparable year.

The increase reflects lower cash bonuses netted against higher equity based compensation recorded in the current year compared to the previous comparable year.

Included in the salary and benefits expense amount for the year ended June 30, 2025 and 2024 was non-cash stock based compensation of $387,052 and $168,471 respectively.

1 unchanged sentence

For the year ended June 30, 2025, directors’ compensation of $320,848 increased from $199,590 from the prior year ended June 30, 2024.

The increase of 39% or $56,398 is due to higher annual cash retainers and higher equity based compensation recorded in the current year-ended June 30, 2024.

The increase of 61% or $121,258 is due to higher equity based compensation recorded in the current year-ended June 30, 2025.

Professional Fees and General and Administration

For the year ended June 30, 2025, professional fees were $446,723 compared to $337,628 in the prior year.

This represents a decrease of 11% or $40,194.

The decrease is due to one-time consulting and legal fees incurred over the previous period.

Professional fees included legal, advisory and consultant expenses incurred on corporate and operational activities on a period-by-period basis.

For the year ended June 30, 2024, general and administration expenses decreased by 11% to $688,537 from $774,817 in the prior year.

The decrease is mostly due to lower insurance expenses.

In general, these expenses include travel, investor relations, office expenses and information technology costs.

This represents an increase of 32% or $109,095.

The increase was mainly due to consulting fees and legal fees incurred in the current period that were not incurred in the previous year comparable period.

Professional fees included audit, legal, advisory and consultant expenses incurred on corporate and operational activities on a period-by-period basis.

For the year ended June 30, 2025, general and administration expenses increased by 11% to $774,615 from $696,210 in the prior year.

The increase in general and administration expenses from the previous year’s comparable period was mainly due to higher insurance, travel and investor relations costs.

Asset Retirement Obligation

For the year ended June 30, 2024, the Company's asset retirement obligation for the Sleeper Gold Project decreased to $2,270,288 from $4,436,902 from the prior year ended June 30, 2023.

The net decrease of $2,166,614 was the result of settlements of $2,524,553 plus a downward revision in estimate of $84,295 offset by current year accretion of $442,234.

The settlements were a result of the Company completing pond conversions as required by NDEP and the costs were reimbursed by the insurance policy held by the Company for government mandated reclamation at the Sleeper Gold Project.

For the year ended June 30, 2025, the Company's asset retirement obligation for the Sleeper Gold Project increased to $2,293,765 from $2,270,288 from the prior year ended June 30, 2024.

The net increase of $23,477 was the result of settlements of $120,000 plus

a downward revision in estimate of $81,936 offset by the current year accretion of $225,413.

The settlements were a result of the Company completing annual monitoring requirements from the BLM and NDEP.

Liquidity and Capital Resources

1 unchanged sentence

At June 30, 2025, we had cash and cash equivalents of $1,351,001 compared to $5,423,059 as at June 30, 2024.

As of June 30, 2025, we had working capital of approximately $2,047,379.

Our plans to manage our liquidity position is described below under Going Concern and Capital Resources.

In May 2024, the Company continued with an established “at the market” equity offering program (“ATM”) with Cantor Fitzgerald & Co.

A.G.P/Alliance Global Partners to proactively increase financial flexibility.

and A.G.P/Alliance Global Partners to proactively increase financial flexibility.

During the fiscal year ended June 30, 2025, the Company issued 4,728,165 shares (2024 - 6,379,754 shares) for net proceeds of $2,356,709 (2024 - $1,923,120) under the program.

During the month of December 2023, the Company entered into a Debenture in favor of Sprott.

Pursuant to the Debenture, Sprott advanced $15,000,000 to Paramount, which will be used to fund the continued permitting of the proposed Grassy Mountain Gold Mine and for general corporate purposes.

Proceeds from the Debenture were also used for the repayment of the Company’s outstanding 2019 secured convertible notes and its bridge promissory note in favor of Seabridge Gold Inc.

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

1 unchanged sentence

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

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

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

Going Concern

The Consolidated Financial Statements of the Company have been prepared on a “going concern” basis, which means that the continuation of the Company is presumed even though events and conditions exist that, when considered in aggregate, raise substantial doubt about the Company’s ability to continue as a going concern because it is possible that the Company will be required to adversely change its current business plan or man be unable to meet its obligations as they become due within one year after the date that these financial statements were issued.

• Cash used to purchase mining claims and equipment of $161,483;

• Cash received from equity financings of $2,356,709.

Going Concern and Capital Resources

The Consolidated Financial Statements of the Company have been prepared on a “going concern” basis, which means that the continuation of the Company is presumed even though events and conditions exist that, when considered in aggregate, raise substantial doubt about the Company’s ability to continue as a going concern because it is possible that the Company will be required to adversely change its current business plan or may be unable to meet its obligations as they become due within one year after the date that these financial statements were issued.

Paramount expects to continue to incur losses as a result of costs and expenses related to maintaining its properties and general and administrative expenses.

5 unchanged sentences

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

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

• $2.0 million to complete the state and federal permitting process at the Grassy Mountain Project

For the planned reclamation activities required by state and federal regulators at Sleeper, the Company expects that these expenditures will be reimbursed by insurance proceeds.

16 unchanged sentences

GAAP”) and requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the reported amounts of revenue and expenses during the reporting period.

On an ongoing basis, management evaluates these estimates, including those related the adequacy of the Company’s reclamation and environmental obligation, and assessment of impairment of mineral properties.

On an ongoing basis, management evaluates these estimates, including those related to the adequacy of the Company’s reclamation and environmental obligation, and assessment of impairment of mineral properties.

Management bases these estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.

4 unchanged sentences

Properties acquired under option agreements, whereby payments are made at the sole discretion of the Company, are recorded in the accounts of the specific mineral property at the time the payments are made.

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

Exploration expenses

We record exploration expenses as incurred.

When we determine that precious metal resource deposit can be economically and legally extracted or produced based on established proven and probable reserves, further exploration expenses related to such reserves incurred after such a determination will be capitalized.

To date, we have not established any proven or probable reserves and will continue to expense exploration costs as incurred.

The amounts recorded as mineral properties reflect actual costs incurred to acquire the properties.

Asset Retirement Obligation

7 unchanged sentences

The determination of fair value involves the use of estimates, assumptions, and valuation models, including but not limited to discounted cash flow analysis and option pricing models.

These estimates and assumptions may include, but are not limited to, future interest rates, volatility of gold and silver prices, and credit spreads.

Changes in these inputs could result in significant adjustments to the fair value of our derivatives and may impact our financial results.

These estimates and assumptions may include, but are not limited to, future interest rates, volatility of gold and silver prices, and credit spreads and changes in these inputs could result in significant adjustments to the fair value of our derivatives and may impact our financial results.

Off-Balance Sheet Arrangements

22 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis