What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-14 compared with 2025-05-12 · 37 added, 70 removed, 101 unchanged (51% of the section changed)

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The following discussion updates our outlook and plan of operations for the foreseeable future.

It also analyzes our financial condition and summarizes the results of our operations for the three and nine months ended March 31, 2025 and compares these results to the results of the prior year three and nine months ended March 31, 2024.

It also analyzes our financial condition and summarizes the results of our operations for the three months ended September 30, 2025 and compares these results to the results of the prior year three months ended September 30, 2024.

Operating Highlights:

For the three and nine months ended March 31, 2025, the Company highlights include:

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

The approval commenced the 225 day clock for the writing of draft permits under State law.

For the three months ended September 30, 2025, the Company highlights include:

• The Bureau of Land Management ("BLM") released its draft Environmental Impact Statement (“DEIS”) for the Grassy Mountain gold project.

• The Company received approval for a two-year extension of its Conditional Use Permit (CUP) and Sage Grouse Permit (SGP) during a public meeting of the Malheur County Planning Department held on July 23rd, 2025.

Outlook and Plan of Operation:

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We ensure we have sufficient cash on hand to meet our annual land holding costs as the maintenance of mining claims and leases are essential to preserve the value of our mineral property assets.

Comparison of Operating Results for the nine months ended March 31, 2025 and 2024

We did not earn any revenue from mining operations for the nine months ended March 31, 2025 and 2024.

Our net loss for the three months ended March 31, 2025 was $2,618,307 compared to a net loss of $1,814,045 in the three months ended March 31, 2024.

The drivers of the increase in net loss of 44% are fully described below.

Our net loss for the nine months ended March 31, 2025 was $6,221,934 compared to a net loss of $5,462,764 in the nine months ended March 31, 2024.

Comparison of Operating Results for the three months ended September 30, 2025 and 2024

We did not earn any revenue from mining operations for the three months ended September 30, 2025 and 2024.

Our net loss for the three months ended September 30, 2025 was $4,324,338 compared to a net loss of $1,572,138 in the three months ended September 30, 2024.

The drivers of the increase in net loss of 175% are fully described below.

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Exploration, Development, Reclamation and Land Holding Costs

For the three months ended March 31, 2025 and 2024, exploration expenses were $733,906 and $713,404, respectively.

For the three months ended September 30, 2025 and 2024, exploration expenses were $566,096 and $395,298, respectively.

This represents an increase of 43% or $170,798.

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At Sleeper, expenses of $34,957 were related to general maintenance of operations and mining claims.

For the three months ended March 31, 2025 and 2024, reclamation expenses were $14,193 and $252,534, respectively.

This represents a decrease of 94% or $ 238,341.

The decrease in reclamation expenses reflects that in the previous year's comparable period the Company was conducting a one-time conversion of historical mining collection ponds to e-cell conversion ponds.

This work was substantially completed in the previous fiscal year.

On-going regular monitoring activities for the Sleeper Gold Project continue year to year.

For the three months ended March 31, 2025 and 2024, land holding costs were $185,408 and $157,143, respectively.

The increase in land holding costs of $28,265 from the previous period relates to the increase in holding costs per claim enacted by the BLM commencing in September 2024.

For the nine months ended March 31, 2025 and 2024, exploration expenses were $1,506,315 and $1,530,533, respectively.

This represents a decrease of 2% or $24,218.

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.

These expenses totaled $1,370,357.

At Sleeper, the Company completed an updated TRS with expenses totaling $135,958.

For the nine months ended March 31, 2025 and 2024, reclamation expenses were $84,550 and $2,469,126, respectively.

For the three months ended September 30, 2025 and 2024, reclamation expenses were $37,880 and $53,937, respectively.

This represents a decrease of 30% or $16,057.

This work was substantially completed in the previous fiscal year.

On-going regular monitoring activities for the Sleeper Gold Project continue year to year.

For the nine months ended March 31, 2025 and 2024, land holding costs were $538,362 and $471,429, respectively.

This represents an increase of 14% or $66,933.

The increase in land holding costs of $66,933 from the previous period relates to the increase in holding costs per claim enacted by the BLM commencing in September 2024.

The decrease in reclamation expenses reflects the Company streamlining its processes for its on-going regular monitoring activities for the Sleeper Gold Project.

For the three months ended September 30, 2025 and 2024, land holding costs were $188,608 and $166,565, respectively.

The increase in land holding costs of $22,043 from the previous period relates to the increase in holding costs per claim enacted by the BLM.

Salaries and Benefits

For the three month periods ended March 31, 2025 and 2024, salary and benefits were $691,666 and $675,952, respectively.

This represents an increase of 2%.

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

The net increase is primarily due to lower bonuses paid to employees, offset by higher stock-based compensation in the three month period ended March 31, 2025 compared to the three month period ended March 31, 2024.

Included in the salary and benefits expense amount for the three months ended March 31, 2025 and 2024 was non-cash equity based compensation applicable to executive and administration employees of $232,545 and $65,134, respectively.

For the nine months ended March 31, 2025 and 2024, salary and benefits were $1,260,857 and $1,214,742, respectively.

This represents an increase of 4% or $46,115.

For the three month periods ended September 30, 2025 and 2024, salary and benefits were $197,970 and $288,480, respectively.

This represents a decrease of 31%.

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

The net increase is primarily due to lower bonuses paid offset by higher stock-based compensation in the nine months ended March 31, 2025 compared to the nine months ended March 31, 2024.

Included in the salary and benefits expense amount for the nine months ended March 31, 2025 and 2024 was non-cash equity based compensation applicable to executive and administration employees of $326,452 and $168,471, respectively.

The decrease is due to lower headcount in the current period from the previous period and lower non-cash equity compensation.

Included in the salary and benefits expense amount for the three months ended September 30, 2025 and 2024 was non-cash equity based compensation applicable to executive and administration employees of $17,730 and $47,830, respectively.

Directors’ Compensation

For the three month periods ended March 31, 2025 and 2024, directors’ compensation expenses were $178,433 and $90,076, respectively.

This represents an increase of 98%.

For the three month periods ended September 30, 2025 and 2024, directors’ compensation expenses were $42,438 and $51,530, respectively.

This represents a decrease of 18%.

Directors’ compensation consists of cash and stock-based compensation of the Company’s board of directors.

The increase reflects higher equity based compensation recorded in the current quarter compared to the prior year’s comparable period.

For the nine months ended March 31, 2025 and 2024, directors' compensation expenses were $278,411 and $148,059, respectively.

This represents an increase of 88%.

The increase reflects higher equity based compensation recorded in the current quarter compared to the prior year’s comparable period.

The decrease reflects lower equity based compensation recorded in the current quarter compared to the prior year’s comparable period.

Professional Fees and General and Administration

For the three months ended March 31, 2025 and 2024, professional fees were $109,901 and $52,156, respectively.

This represents an increase of $57,745.

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

Professional fees include legal, audit, advisory and consultant expenses incurred on corporate and operational activities being performed by the Company on a period-by-period basis.

For the three months ended March 31, 2025 and 2024, general and administration expenses increased by 59% to $237,044 from $149,332.

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.

For the nine months ended March 31, 2025 and 2024, professional fees were $367,132 and $205,722, respectively.

For the three months ended September 30, 2025 and 2024, professional fees were $245,048 and $171,997, respectively.

This represents an increase of $73,051.

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.

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

Professional fees include legal, audit, advisory and consultant expenses incurred on corporate and operational activities being performed by the Company on a period-by-period basis.

For the nine months ended March 31, 2025 and 2024, general and administration expenses increased by 28% to $604,305 from $471,199.

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.

For the three months ended September 30, 2025 and 2024, general and administration expenses increased by 1% to $189,570 from $188,313 reflecting stable corporate activity and cost structure.

Liquidity and Capital Resources

As an exploration and development company, Paramount funds its operations, reclamation activities and discretionary exploration programs with its cash on hand.

At March 31, 2025, we had cash and cash equivalents of $2,139,516 compared to $5,423,059 as at June 30, 2024.

As of March 31, 2025, we had working capital of approximately $2,182,208.

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

At September 30, 2025, we had cash and cash equivalents of $4,165,894 compared to $1,351,001 as at June 30, 2025.

As of September 30, 2025, we had working capital of approximately $1,256,051.

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

In May 2020, the Company established an $8.0 million “at the market” equity offering program with Cantor Fitzgerald & Co.

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In May 2024, the Company established a new $7 million "at the market" offering program with Cantor and A.G.P./Alliance Global Partners.

During the nine months ended March 31, 2025, the Company issued shares 1,158,309 under the program for net proceeds of $439,564.

The main uses of cash for the nine months ended March 31, 2025 were:

During the three months ended September 30, 2025, the Company issued 2,146,561 shares under the program for net proceeds of $1,895,932.

The main uses of cash for the three months ended September 30, 2025 were:

• Cash used in operating activities of $1,081,039 were mainly used to fund our permitting and exploration activities at our projects, salary and benefits costs of our employees and ongoing general and administration costs.

• Cash used in investing activities of $159,098 for the purchase of computer equipment and purchase of mineral property.

In addition to cash used in operating and investing activities, the Company received cash during the nine months ended March 31, 2025 as follows:

• Cash provided by financing activities of $439,564 from sales under the ATM program.

In addition to cash used in operating activities, the Company received cash during the three months ended September 30, 2025 as follows:

• Cash provided by financing activities of $3,895,932 from sales under the ATM program and issuance of warrants.

Going Concern and Capital Resources

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For any interest that accrues and is owing on the outstanding Debenture, the Company expects to elect to pay the quarterly-annual interest payment in shares of its Common Stock.

Subsequent to May 12, 2025, the Company expects to fund operations as follows:

Subsequent to November 14, 2025, the Company expects to fund operations as follows:

• Existing cash on hand and working capital.

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Critical Accounting Policies and Estimates

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.

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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.

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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.

Asset Retirement Obligation

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

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant's specific terms and applicable authoritative guidance in ASC 480 – Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock (“ASC 815-40”).

The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company's own common stock and whether the warrant holders could potentially require net cash settlement in a circumstance outside of the Company's control, among other conditions for equity classification.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance and are not subsequently remeasured.

For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and at each balance sheet date thereafter.

Changes in the fair value of the warrants are recognized as a unrealized gain or loss in Other Expense on the condensed consolidated interim statement of operations.

Off-Balance Sheet Arrangements

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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-Q

Item 2. Management’s Discussion and Analysis