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Item 9A. Controls and Procedures

2025-09-25 compared with 2024-09-26 · 141 added, 157 removed, 610 unchanged (33% of the section changed)

6 unchanged sentences

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under then supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, 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 and includes those policies and procedures that:

Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, 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 and includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

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Based on this assessment, our management concluded that, as of June 30, 2025, our internal control over financial reporting is effective based on those criteria.

Because we are a smaller reporting company, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting for so long as we are a smaller reporting company.

As a smaller reporting company and non-accelerated filer, we are not required to have our independent registered public accounting firm provide an attestation report on the effectiveness of our internal control over financial reporting.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

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The information required by Items 401, 405, 406, 407(c)(3), (d)(4) and (d)(5) of Regulation S-K will be contained in the Company’s 2025 Proxy Statement, to be filed with the SEC 120 days following the end of the Company’s fiscal year ended June 30, 2025 (the “2025 Proxy Statement”) and is hereby incorporated by reference thereto.

The information set forth under the caption "Insider Trading and Prohibited Transactions in Company Securities" in the 2025 Proxy Statement is incorporated herein by reference.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Executi ve Compensation.

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The information required by Item 9(e) of Schedule 14A will be filed in the Company’s 2025 Proxy Statement, to be filed with the SEC within 120 days following the end of the Company’s fiscal year ended June 30, 2025 and is hereby incorporated by reference thereto.

The Company's independent registered public accounting firm is Moss Adams LLP , Denver, CO, PCAOB ID:

The Company's independent registered public accounting firm is Baker Tilly LLP, Denver, CO, PCAOB ID:

Exhibits, Financ ial Statement Schedules.

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Consolidated Statements of Operations for the years ended June 30, 2025 and 2024

Consolidated Statements of Cash Flows for the years ended June 30, 2024 and 2023

Consolidated Statements of Stockholders’ Equity for the years ended June 30, 2025 and 2024

Consolidated Statements of Cash Flows for the years ended June 30, 2025 and 2024

Notes to Consolidated Financial Statements

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Mining ROFR Option to Purchase Agreement, dated December 27, 2023, by the Company and Calico in favor of Sprott Private Resource Streaming and Royalty (US Collector), LP (Incorporated herein by reference to exhibit 10.2 to Current Report on Form 8-K of the Company filed on January 3, 2024)

Insider Trading Policy

List of subsidiaries.

Consent of Moss Adams LLP, Independent Registered Public Accounting Firm

Consent of Baker Tilly, US, LLP, Independent Registered Public Accounting Firm

Consent of Qualified Person for Technical Report Summary for the Grassy Mountain Project - Ausenco Engineering Canada Inc.

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Carlo Buffone

/s/ Glen Van Treek

Director, President and Chief Operating Officer

September 26, 2024

Glen Van Treek

/s/ Rudi Fronk

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet s of Paramount Gold Nevada Corp.

(the “Company”) as of June 30, 2024 and 2023, the related consolidated statements of operations, stockholders’ equity and cash flows for the year s then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheets of Paramount Gold Nevada Corp.

(the “Company”) as of June 30 , 2025 and 20 24, the related consolidated statements of operations, stockholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of June 30, 2025 and 2024, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

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The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 3 to the consolidated financial statements, the Company has not generated revenues or cash flows from operations which raises substantial doubt about its ability to continue as a going concern.

As discussed in Note 3 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 3.

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These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit s .We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit s .

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit s in accordance with the standards of the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

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Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit s provide a reasonable basis for our opinion.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it

As described in Note 7 to the consolidated financial statements, effective December 27, 2023, the Company closed on a Secured Royalty Convertible Debenture (the “Debenture”) with Sprott Private Resource Streaming and Royalty (US Collector), LP (“Sprott”) for $15,000,000.

Collector), LP (“Sprott”) for $15,000,000.

The Debenture may be repaid in cash or is convertible into a gross revenue royalty (the “Royalty") of 4.75% of the gold and silver produced from the proposed Grassy Mountain Gold Mine.

If the Royalty is issued, Paramount has the option to buy back 50% of the Royalty by paying either $11.25 million on the second (2nd) anniversary of the Royalty or $12.375 million on the third (3rd) anniversary.

The Company has accounted for the Royalty Conversion Option and related Buyback Provision as an embedded derivative in accordance with Accounting Standards Codification (ASC) 815 and recorded the derivative as a separate liability at fair value.

We identified management’s estimate of the fair value of the embedded derivative feature as a critical audit matter.

The fair value was based on level 3 fair value inputs.

Given the significant judgment in the determination of fair value of the embedded conversion feature, a high degree of auditor judgment and increased extent of effort was required, including the need to involve our valuation specialists, when performing audit procedures to evaluate whether the fair value of the embedded conversion feature was appropriately valued.

The primary procedures we performed to address this critical audit matter included:

• We tested the Company’s process used to develop the estimate, including:

o Gaining an understanding of the methodology used by management and testing the key inputs into the Black-Scholes model, specifically the present value of the royalty stream.

o Involving a valuation professional with specialized skills and knowledge to assist in evaluating the valuation methodology and underlying inputs, including performing a recalculation of the fair value.

• Performing the following procedures over the Company’s specialist:

o Evaluating the professional qualifications of the Company’s specialist in determining that the specialist possessed the necessary knowledge, skills and ability and assessing the relationship of the specialist to the Company.

o Obtaining an understanding of the nature of the work performed, including the objectives and scope of the specialist’s work and the methods and assumptions used as well as the relevance and reliability of the specialist's work and its relationship to the relevant assertions.

/s/ Moss Adams LLP

If the Royalty is issued, the Company has the option to buy back 50% of the Royalty by paying either $11.25 million on the second (2nd) anniversary of the Royalty or $12.375 million on the third (3rd) anniversary.

The Company has accounted for the Royalty Conversion Option and related Buyback Provision as an embedded derivative in accordance with Accounting Standards Codification 815 and recorded the derivative as a separate liability at fair value.

We identified auditing management’s estimate of the fair value of the embedded derivative liability as a critical audit matter due to the inherent complexity and unobservable inputs used to calculate the fair value.

The matter required a high degree of auditor effort and significant auditor judgment and subjectivity in applying audit procedures, including the use of professionals with specialized skills and knowledge in the auditing of management’s fair value estimate.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

Our audit procedures related to the matter included the following, among others:

o Evaluating the methodology used by management and testing the significant assumptions used in the Black-Scholes model, specifically the value of the royalty stream.

o Evaluating the methodology used by management and testing the significant assumptions used to value of the royalty stream.

o Involving an external valuation specialist and geologist with specialized skills and knowledge to assist in evaluating the methodology and assumptions to determine the mineral resources used by management as a key input into the value of the royalty stream.

o Involving a valuation professional with specialized skills and knowledge to assist in evaluating valuation methodology and underlying inputs, including performing a recalculation of the fair value of the embedded conversion feature.

o Performing the following procedures over the Company’s specialists:

▪ Evaluating the professional qualifications of the Company’s specialists in determining that the specialists possessed the necessary knowledge, skills and ability and assessing the relationship of the specialists to the Company.

▪ Obtaining an understanding of the nature of the work performed, including the objectives and scope of the specialists’ work and the methods and assumptions used as well as the relevance and reliability of the specialists’ work and their relationship to the relevant assertions .

/s/ Baker Tilly US, LLP

Denver, Colorado

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Reclamation and environmental obligation, current portion

2019 convertible notes

2019 convertible notes, related parties

Notes payable, related party

Total Current Liabilities

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Change in derivative liability on royalty convertible debenture

Interest and service charges

Interest expense

Interest income

Net Loss before Income Taxes

Deferred tax expense (benefit)

Deferred tax expense

Loss per Common Share

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Paid-In Capital

Accumulated Deficit

Total Stockholders'

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Balance at June 30, 2024

Paid-In Capital

Total Stockholders'

Balance at June 30, 2022

Stock based compensation

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Settlement of asset retirement obligations

Change in reclamation bonds accounts

Change in derivative liability

Deferred tax expense (benefit)

Deferred tax expense

Effect of changes in operating working capital items:

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Cash flows from investing activities:

Increase of reclamation bond

Purchase of mineral properties

Purchase of equipment

Cash used in investing activities

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Repayment of 2019 convertible notes

Proceeds from notes payable, related parties

Repayment of notes payable, related parties

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All significant intercompany accounts and transactions are eliminated in consolidation.

Foreign Currency Translation and Transactions

The Company’s functional and reporting currency is the United States dollar.

Foreign denominated monetary assets and liabilities are translated into their U.S.

dollar equivalents using foreign exchange rates which prevailed at the balance sheet date.

Income and expenses are translated at average rates of exchange during the period.

Related translation adjustments as well as gains or losses resulting from foreign currency transactions are reported as part of operating expenses on the statement of operations and comprehensive loss.

Use of Estimates

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Actual results could differ from those estimates.

Significant estimates made by management in the accompanying consolidated financial statements include the adequacy of the Company’s reclamation and environmental obligation, share based compensation, valuation of deferred tax asset, and assessment of impairment of mineral properties.

Significant estimates made by management in the accompanying consolidated financial statements include the adequacy of the Company’s reclamation and environmental obligation, valuation of deferred tax asset, and assessment of impairment of mineral properties.

Cash and Cash Equivalents

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The requisite service period for options with performance conditions is estimated based on the analysis of the terms of the award and the specific performance conditions.

The Company shall recognize the effect of forfeited awards in compensation cost when they occur.

Company shall recognize the effect of forfeited awards in compensation cost when they occur.

New shares of the Company’s common stock will be issued for any options exercised.

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The Company shall recognize the effect of forfeited awards in compensation cost when they occur.

New shares of the Company's common stock will be issued for any RSUs that vest to recipient.

New shares of the Company's common stock will be issued for any RSUs that vest to the recipient.

Mineral Properties

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Net proceeds from the sale of royalties are deducted from the carrying value of the mineral properties.

The recoverability of the costs incurred for the exploration and development of precious mineral properties is dependent on the ability of the Company to obtain the necessary financing to advance the projects to production, upon future profitable production or from proceeds from sale of properties or production royalties.

The Company will continue to incur losses and have negative cash flows from operating activities and as such we will require additional capital to fund exploration and development programs, future property acquisitions and for general corporate purposes.

The recoverability of the carrying values of our mineral property is dependent on the ability of the Company to advance the projects to production, upon future profitable production or from proceeds from the sale of properties or production royalties.

If the Company is unable to obtain additional funding, we may be unable to continue its operations, and amounts realized for assets may be less than amounts reflected in these consolidated financial statements.

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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

20 % declining balance

All equipment is depreciated over its estimated useful life.

Impairment of Long-Lived Assets

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The Company assesses the carrying value of mineral properties for whenever information or events indicate the potential for impairment.

conditions such as the price of gold and silver or key inputs to the building and operating of a mine including initial capital, yearly production levels and operating expenses.

This would include our inability to obtain all the necessary regulatory permits to build and operate mines related to our mineral properties, government actions, the results of exploration activities and technical evaluations and changes in key economic conditions such as the price of gold and silver or key inputs to the building and operating of a mine including initial capital, yearly production levels and operating expenses.

We compare estimated future net cash flows with our carrying costs and future obligations on an undiscounted basis.

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The Company follows the provisions of ASC 410, “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 fair value of a liability for an asset retirement obligation will be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made.

The fair value of a liability for an asset retirement obligation will be recognized in the period in which it is incurred if a reasonable estimate of

fair value can be made.

The fair value of the liability is added to the carrying amount of the associated asset.

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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.

For the years ended June 30, 2024 and 2023, the shares of common stock equivalents related to outstanding stock options, restricted share units and shares upon conversion of the 2019 notes 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 year.

For the years ended June 30, 2025 and 2024, the shares of common stock equivalents related to outstanding stock options, restricted share units 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 year.

The Company determines if an arrangement is, or contains, a lease at the inception date.

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The Company also reviews the terms of its convertible notes payable to determine whether there are embedded derivatives, including the embedded conversion option, that are required to be bifurcated and accounted for as individual derivative financial instruments.

circumstances where convertible debt contains embedded derivatives that are required to be separated from the host contracts, the total proceeds received are first allocated to the fair value of the derivative financial instruments determined using the binomial model.

In circumstances where convertible debt contains embedded derivatives that are required to be separated from the host contracts, the total proceeds received are first allocated to the fair value of the derivative financial instruments determined using the binomial model.

The remaining proceeds, if any, are then allocated to the debenture cost contracts, usually resulting in those instruments being recorded at a discount from their principal amount.

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The Company determined that a conversion feature embedded in its convertible loan is required to be accounted for separately from the convertible loan as a derivative liability and recorded at fair value and the remaining value allocated to the convertible loan net the unamortized debt issuance costs.

The derivative liability will be fair valued at each reporting period, with changes in fair value recorded as a gain or loss in the Consolidated Statement of Operations.

derivative liability will be fair valued at each reporting period, with changes in fair value recorded as a gain or loss in the Consolidated Statement of Operations.

Income taxes are determined using the asset and liability method.

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Recent Accounting Guidance

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

The amendments require public business entities to provide enhanced income tax disclosures, including a tabular reconciliation of the statutory federal income tax rate to the effective tax rate using specified categories, additional disaggregation for reconciling items that meet quantitative thresholds, and disaggregated information on income taxes paid by jurisdiction.

All entities are also required to disclose disaggregated income (loss) before income taxes and related income tax expense (benefit).

ASU 2023-09 is effective for public business entities for fiscal years beginning after December 15, 2024.

The Company will adopt this guidance for its fiscal year ending June 30, 2026.

The Company is currently evaluating the impact of this standard on its financial statement disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures.

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Early adoption is permitted.

The Company is currently evaluating the impact that adopting this update will have on its financial statement disclosures.

The Company adopted ASU 2023-07 for fiscal year ended June 30, 2025.

The adoption did not have an impact on the Company's consolidated financial position or results of operations but did result in expanded segment disclosures within the notes of the financial statements.

Going Concern

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At June 30, 2025, the Company’s cash balance was $ 1,351,001 .

During the month of December 2023, the Company entered into a Secured Royalty Convertible Debenture (the “Debenture”) (Note 6) in favor of Sprott Private Resource Streaming and Royalty (US Collector), LP, as agent for itself and certain affiliates (collectively, “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 notes payable, related parties.

After the repayment of debt and transaction costs the net proceeds available to the Company after the Sprott transaction were $ 8,369,602 .

Historically, we have been successful in accessing capital through equity and debt financing arrangements or by the sale of royalties on its mineral properties, no assurance can be given that additional financing will be available to it in amounts sufficient to meet its needs, or on terms acceptable to the Company.

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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.

Our financial instruments include cash, accounts payable, accrued liabilities, notes payable, the royalty conversion option on the Debenture (see Note 7) and convertible debt.

Our financial instruments include cash, accounts payable, accrued liabilities, notes payable, the derivative liability of royalty convertible debenture (see Note 7).

Due to their short maturity of our cash, accounts payable, notes payable and accrued liabilities, we believe that their carrying amounts approximate fair value as of June 30, 2025 and June 30, 2024.

The Company determined that the Royalty conversion feature (Note 7) embedded in the Debenture is required to be accounted for separately from the Debenture as a derivative liability and recorded at fair value and the remaining value allocated to the Debenture net the unamortized debt issuance costs.

The Company determined that the derivative liability (Note 7) embedded in the Debenture is required to be accounted for separately from the Debenture as a derivative liability and recorded at fair value and the remaining value allocated to the Debenture net the unamortized debt issuance costs.

The derivative liability will be fair valued at each reporting period, with changes in fair value recorded as a gain or loss in the Consolidated Statement of Operations.

During the year ended June 30, 2024, the fair value derivative liability increased by $ 881,727 and it was recorded in Other expenses on the Consolidated Statement of Operations.

As of June 30, 2024, the Royalty conversion feature is recorded at $ 3,642,105 (Initial Recognition -$ 2,760,378 ) and is valued based on Level 3 inputs.

During the year ended June 30, 2025 and 2024, the fair value derivative liability increased by $ 435,824 and $ 881,727 , respectively, and it was recorded in Other expenses on the Consolidated Statement of Operations.

As of June 30, 2025, the Royalty conversion feature is recorded at $ 4,077,929 (June 30, 2024 - $ 3,642,105 ) and is valued based on Level 3 inputs.

Several steps were used to calculate the fair value of the Royalty conversion feature on the Debenture.

First, the gross revenue estimates from the Company's 2022 Technical Report Summary on the Grassy Mountain Project, Oregon U.S.A with an effective date of June 30, 2022 served as a basis for calculating the annual gross royalty amounts, utilizing the Royalty Agreement's royalty rate of 4.75 % for the life of the mine The annual royalty amounts were discounted using a long term stock market rate of return of 10 %.

First utilizing the Royalty Agreement's royalty rate of 4.75 % for the life of mine, the annual gross royalty amounts were calculated from estimated expected gross revenues of the proposed Grassy Mountain Mine.

The gold and silver price assumption was derived by management based on its judgment, taking into account current pricing trends and trends observed in royalty transactions.

Also, management considered the mineral reserves of the proposed mine.

The annual royalty amounts were discounted using a long term stock market

rate of return of 10 %.

In determining expected future cash flows, management has also considered a number of project-specific risk factors that affect the timing of commencement of production, including the completion of federal and state permitting, the ability secure construction financing on acceptable terms, and uncertainties related to construction schedules.

These risks and key input assumptions could materially impact both the timing and amount of the royalty payments, and therefore the fair value of the Royalty conversion feature.

Second, a Black-Scholes model was used to calculate the fair value of the conversion option.

1 unchanged sentence

June 30, 2025

At Issuance Date

At June 30, 2024

Cumulative present value of royalty stream

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Non-Cash Transactions

During the year-ended June 30, 2024, the Company issued 3,142,803 shares of Common Stock for payment of interest on its outstanding 2019 Convertible Notes and Royalty Convertible Debenture with a fair value of $ 1,117,837 .

The total amount of shares issued for the year ended June 30, 2024 were comprised of 1,111,571 shares issued for the 2019 Convertible Notes with a fair value of $ 342,837 and 2,031,232 shares issued for the Royalty Convertible Debenture with a fair value of $ 775,000 .

The Company also issued 709,500 shares of Common Stock under its equity compensation plans with a fair value of $ 254,688 .

Also during the year-ended June 30, 2024, expenses incurred for reclamation costs were settled directly by an insurance company in the amount of $ 2,501,780 .

During the year-ended June 30, 2023, the Company issued 799,613 shares of Common Stock for payment of interest on its outstanding 2019 Convertible Notes with a fair value of $ 320,826 .

The Company also issued 425,500 shares of Common Stock under its equity compensation plans with a fair value of $ 142,650 .

During the year-ended June 30, 2025, the Company issued 3,845,273 shares of Common Stock for payment of interest on its outstanding debt with a fair value of $ 1,516,667 .

Also during the year-ended June 30, 2024, the Company recorded a non-cash decrease of $ 81,936 for its reclamation and environmental obligation and mineral properties.

During the year-ended June 30, 2024, the Company issued 3,142,803 shares of Common Stock for payment of interest on its outstanding debt with a fair value of $ 1,117,837 .

During the year-ended June 30, 2024, expenses incurred for reclamation costs were settled directly by an insurance company in the amount of $ 2,501,780 .

It also recorded a decrease of $ 84,295 for its reclamation and environmental obligation and mineral properties.

Capital Stock

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Restricted Stock Grants

During the year-ended June 30, 2024, the Company granted and issued 94,000 shares (2023 - 75,000 ) of Common stock under its equity compensation plan with a fair value of $ 33,370 (2023 - $ 22,500 ).

During the year-ended June 30, 2025, the Company granted and issued 90,000 shares (2024 - 94,000 ) of Common stock under its equity compensation plan with a fair value of $ 31,860 (2024 - $ 33,750 ) These grants vested immediately and were recognized as share based compensation expense during the year ended June 30, 2025 and 2024.

Stock Options and Stock Based Compensation

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, employee and directors with those of its shareholders a significant portion of those share option awards will vest contingent upon meeting certain stock price appreciation performance goals and other performance conditions.

To better align the interests of its key executives, employee and directors with those of its

shareholders a significant portion of those share option awards will vest contingent upon meeting certain stock price appreciation performance goals and other performance conditions.

Option and share awards provide for accelerated vesting if there is a change in control (as defined in the employee equity compensation plan).

For the year-ended June 30, 2024 and 2023, the Company granted nil and 50,000 stock options to employees, directors and consultants, respectively.

For the year-ended June 30, 2024, share-based compensation expense relating to service conditions options and performance conditions options were $ nil and $ 4,899 , respectively (2023 - $ 12,021 and $ 12,446 ).

The fair value for these options was calculated using the Black-Scholes option valuations method.

The weighted average assumptions used for the fiscal years ending June 30, 2024 and 2023 were as follows:

Twelve Months Ended June 30, 2024

Twelve Months Ended June 30, 2023

Weighted average risk-free interest rate

Weighted-average volatility

Expected dividends

Weighted average expected term (years)

Weighted average fair value

For the year-ended June 30, 2025 and 2024, the Company did no t grant any stock options.

For the year-ended June 30, 2025, share-based compensation expense relating to service conditions options and performance conditions options were $ nil and $ 3,328 , respectively (2024 - $ nil and $ 4,899 ).

A summary of option activity under the Stock Incentive and Compensation Plan as of June 30, 2025 and 2024, and changes during the years ended June 30, 2025 and 2024 are presented below.

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Non-vested at June 30, 2025

As of June 30, 2024 and 2023, there was $ 3,275 and $ 8,174 respectively of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the employee share option plan.

This expense is expected to be recognized over a weighted-average period of 0.85 years.

The total fair value of stock options vested during the years ended June 30, 2024 and 2023, was nil and $ 26,552 respectively.

The total fair value of stock options vested during the years ended June 30, 2025 and 2024, was $ 28,000 and $ nil respectively.

Restricted Stock Units ("RSUs")

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Outstanding at June 30, 2025

As of June 30, 2024 and 2023, there was approximately $ 250,221 and $ 170,404 of unamortized stock-based compensation expense related to outstanding RSUs.

As of June 30, 2025 and 2024, there was approximately $ 82,405 and $ 250,221 of unamortized stock-based compensation expense related to outstanding RSUs, respectively.

This expense is expected to be recognized over the remaining weighted-average vesting periods of 0.94 years.

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Upon a sale of the Sleeper Gold Project, Sprott can elect to have a portion of the Debenture repaid with proceeds from the sale.

In the event of default, the debenture will

accrue interest at 13 % per annum.

In the event of default, the debenture will accrue interest at 13 % per annum.

In connection with the issuance of the Debenture, the Company incurred $ 870,111 of debt issuance costs which will be reflected as a discount on the Debenture.

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The Company has accounted for the Royalty Conversion Option and related Buyback Provision as an embedded derivative in accordance with ASC 815 and recorded the derivative as a separate liability at fair value.

The fair value of the derivative was $ 3,642,105 at June 30, 2024 and $ 2,760,378 at issuance December 27, 2023 (Note 4).

At June 30, 2024 and at issuance date of December 27, 2023, the Debenture consisted of the following:

The fair value of the derivative as at June 30, 2025 and 2024 was $ 4,034,502 and $ 3,642,105 , respectively (Note 4).

At June 30, 2025 and at June 30, 2024, the Debenture consisted of the following:

June 30, 2025

December 27, 2023

June 30, 2024

Debt liability of royalty convertible debenture before issuance costs

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In connection with the Debenture, Paramount and Calico entered into a Mining Right of First Refusal Option to Purchase Agreement (the “ROFR”) in favor of Sprott.

Pursuant to the ROFR, we have granted to Sprott the right of first refusal with respect to any proposed grant, sale or issuance to any third party of a stream, royalty or similar interest (a “Mineral Interest”) based on or with reference to future production from the proposed Grassy Mountain gold and silver mine.

reference to future production from the proposed Grassy Mountain gold and silver mine.

If the cash equivalent value (with the value of any non-cash consideration of any third party offer (the “Third Party Consideration”) exceeds $ 60,000,000 then Sprott shall have the right to buy a percentage interest of the Mineral Interest equal to the percentage that $ 60,000,000 is to the Third Party Consideration (the “Proportionate Mineral Interest”).

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and (iii) the closing of a purchase transaction between us and third party in respect of a Mineral Interest for a purchase price in excess of $ 60,000,000 where Sprott does not exercise its right of first refusal pursuant to the ROFR.

2019 Senior Secured Convertible Notes

June 30, 2024

June 30, 2023

Interest Expense

The following table summarizes the components of recorded interest expense:

For the Year Ended June 30, 2025

For the Year Ended June 30, 2024

Royalty Convertible Debenture

2019 Secured Convertible Notes (1)

unamortized discount and issuance costs

In September 2019, the Company completed a private offering of 5,478 Senior Secured Convertible Notes (“2019 Convertible Notes”) at $ 975 per $ 1,000 face amount due in September 2023 .

Each 2019 Convertible Note will bear an interest rate of 7.5 % per annum, payable semi-annually .

During the year ended June 30, 2023, the maturity of the 2019 Convertible Notes was extended to the earlier of September 30, 2024 or the date of funding of the transaction contemplated by a non-binding term sheet between the Company and Sprott Resource and Streaming Royalty Corp and the annual interest rate increased to 12 % commencing on October 1, 2023.

The effective interest rate of the 2019 Convertible Notes is 9.24 %.

The principal amount of the 2019 Convertible Notes was convertible at

a price of $ 1.00 per share of Paramount common stock.

Unamortized discount and issuance costs of $ 275,883 were amortized as an additional interest expense over the four-year term of the 2019 Convertible Notes.

During the year-ended June 30, 2024, the Company amortized $ 4,862 (2023-$ 51,018 ) of discount and issuance costs.

At any point after the second anniversary of the issuance of the convertible notes, Paramount could force conversion if the share price of its common stock remains above $ 1.75 for 20 consecutive trading days.

The convertible notes were secured by a lien on all assets of the Company and the Company was required to maintain a cash balance of $ 250,000 .

During the fiscal year ended June 30, 2024, all 2019 Convertible Notes outstanding were repaid by the Company.

During the year-ended June 30, 2024, there were no notes converted to shares of Common Stock (2023 – NIL).

Also during the year-ended June 30, 2024, the Company recorded interest expense of $ 325,283 (2023 - $ 325,283 ).

Note Payable, Related Party

On December 9, 2022, the Company issued a Bridge Promissory Note (the "Note") to Seabridge, an entity affiliated with the Chairman of our Board of Directors, Rudi Fronk, and an owner of approximately 5.5 % of our outstanding common stock, pursuant to which the Company may borrow, in one or more advances, the principal amount of up to $ 1,500,000 (the "Loan").

The Loan bears interest at a per annum rate of 12 %, payable upon maturity or prepayment, and matures on September 30, 2023 .

The Company has the right to prepay the Loan, in whole or in part, at any time without penalty.

During the fiscal year ended June 30, 2024, an agreement between the Company and Seabridge was reached to extend the maturity of the Note to the earlier of November 30, 2023 or the date of funding of the transaction contemplated by a non-binding term sheet between the Company and Sprott Resource and Streaming Royalty Corp and increase the per annum interest rate of the Loan to 13 % commencing on October 1, 2023.

During the fiscal year ended June 30, 2024, the Company repaid the balance of the loan including accrued interest in the amount of $ 1,667,833 .

Bridge Promissory Note (2)

Amortization of issuance costs on Royalty Convertible Debenture

Amortization of discount and debt issuance costs on 2019 Secured Convertible Notes

(1) The 2019 Secured Convertible Notes ("2019 Note") were repaid in December 2023 .

The 2019 Notes bore and interest rate of 7.5 % per annum.

(2) The Bridge Promissory Note ("Bridge Note") was repaid in December 2023 .

The Bridge Note bore an interest rate of 12 % per annum.

Mineral Properties

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Sleeper is located in Humbolt County, Nevada approximately 26 miles northwest of the town of Winnemucca.

During the year-ended June 30, 2024, the Company recognized a decrease in the mineral properties for the Sleeper Gold Project due to a settlement and change of estimate of its reclamation and environmental obligation amounting to $ 2,488,848 (Note 10).

For the year ended June 30, 2023, the Company recognized a decrease in mineral properties for the Sleeper Gold Project due to a change in estimate of its reclamation and environmental obligation amounting to $ 360,612 (Note 10).

For the year-ended June 30, 2025 and 2024, the Company recognized a decrease in the mineral properties for the Sleeper Gold Project due to a change of estimate for its reclamation and environmental obligation in the amount of $ 81,936 and $ 2,488,848 , respectively (Note 9).

Grassy Mountain:

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The Company reviews and evaluates its long-lived assets for impairment on an annual basis or more frequently when events or changes in circumstances indicate that the related carrying amounts may not be recoverable.

For the year ended June 30, 2024 and

2023, no events or changes in circumstance are believed to have impacted recoverability of the Company’s long-lived assets.

For the year ended June 30, 2025 and 2024, no events or changes in circumstance are believed to have impacted recoverability of the Company’s long-lived assets.

Accordingly, it was determined that no impairment was necessary.

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Paramount is responsible for managing the reclamation activities from the previous mine operations at the Sleeper Gold Mine as directed by the BLM and the Nevada State Department of Environmental Protection (“NDEP”).

Paramount has estimated the undiscounted reclamation costs for existing disturbances at the Sleeper Gold Project required by the BLM to be $ 3,725,110 .

Paramount has estimated the undiscounted reclamation costs for existing disturbances and monitoring at the Sleeper Gold Project required by the BLM and NDEP to be $ 5,742,047 at June 30, 2025.

These costs are expected to be incurred between the calendar years 2025 and 2060.

At June 30, 2024, Paramount has also estimated undiscounted reclamation cost as required by the NDEP to be $ 2,301,259 .

These costs include on-going monitoring of ground water conditions at site.

These costs are expected to be incurred between calendar years 2024 and 2039.

The sum of expected costs by year are discounted using the Company’s credit adjusted risk free interest rate from the time it expects to pay the retirement to the time it incurs the obligation.

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Segmented Information

Segmented information has been compiled based on the material mineral properties in which the Company performs exploration activities.

Expenses by material project for the year ended June 30, 2024:

Exploration and Development Expenses

Reclamation Expenses

Land Holding Costs

Year Ended June 30, 2024

The Company’s reportable segments are comprised of operating units that have losses or assets exceeding 10% of the respective consolidated totals and are consistent with the Company’s management reporting structure.

At Paramount, management organizes its segments by material property to make operating decisions and assessing performance.

The Company's properties include the Sleeper Gold Project and the Grassy Mountain Project.

Additional operating expenses incurred by the Company are treated as corporate overhead.

Interest expense incurred by the Company are included in corporate overhead and the CODM does not rely on allocating interest expense by reportable segment to assess performance of the segment.

Segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker (“CODM”).

The chief operating decision-maker, who is responsible for allocating resources and assessing the performance of the operating segments, has been identified as the Chief Executive Officer .

The tables below summarize the Company's segments:

Year Ended June 30, 2025

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Grassy Mountain Project and other Oregon based Projects

Expenses by material project for the year ended June 30, 2023:

Exploration and Development Expenses

Reclamation Expenses

Exploration and development

Land holding costs

Year Ended June 30, 2023

Net Loss Before Other Expense

Other Expense (Income)

Change in derivative liability on royalty convertible debenture

Interest expense

Interest income

Net Loss before Income Taxes

Deferred tax expense

Year Ended June 30, 2024

1 unchanged sentence

Grassy Mountain Project and other Oregon based Projects

Carrying values of mineral properties by material projects:

As of June 30, 2024

As of June 30, 2023

Sleeper Gold Project and other Nevada based Projects

Grassy Mountain Project and other Oregon based Projects

Additional operating expenses incurred by the Company are treated as corporate overhead with exception of accretion expense which is discussed in Note 10.

Exploration and development

Land holding costs

Net Loss Before Other Expense

Other Expense (Income)

Change in derivative liability on royalty convertible debenture

Interest expense

Interest income

Net Loss before Income Taxes

Deferred tax expense

Non current assets of Company's segments:

As At June 30, 2025

As At June 30, 2024

Sleeper Gold Project and other Nevada based projects mineral properties

Grassy Mountain Project and other Oregon based projects mineral properties

Corporate and other

Total Non-Current Assets

At June 30, 2025, the Company has net operating loss carry forwards of $ 38,200,235 (2024- $ 38,219,334 ) expiring between the years 2025 and 2038 which are available to reduce future taxable income.

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Change in valuation allowance

Total income taxes (recovery)

Current tax expense (recovery)

Deferred tax expense (recovery)

Total income taxes

Current tax expense

Deferred tax expense

The potential tax benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

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Nevada Select will retain a 2 % NSR on the Frost Claims and Paramount has the right to reduce the NSR to 1 % for a payment of $ 1 million.

All required payments under the agreement due at June 30, 2024 have been paid including a payment for $ 50,000 that was due on the anniversary date of receiving the drill permit from the responsible regulatory agencies.

During the fiscal year ended June 30, 2025, the final payment of $ 100,000 under the agreement was made and as a result the Company owns 100 % of the Frost Claims.

The Frost Claims are without known mineral reserves.

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Subsequent Events

The Company sold 114,918 shares under its at the market program for net proceeds of $ 53,299 .

The Company sold 2,146,561 shares under its at the market program for net proceeds of $ 1,901,968 between July 14, 2025 and September 23, 2025 .

The Company also issued 2,941,176 prefunded warrants exercisable for shares of Common Stock for gross proceeds of $ 2,000,000 on August 22, 2025.

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 9A. Controls and Procedures