What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-02-10 compared with 2025-11-14 · 59 added, 29 removed, 109 unchanged (45% of the section changed)

26 unchanged sentences

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 months ended September 30, 2025 and compares these results to the results of the prior year three months ended September 30, 2024.

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

Operating Highlights:

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

For the three and six months ended December 31, 2025, the Company highlights include:

• The Oregon Department of Geology and Mineral Industries (“DOGAMI”) published the draft consolidated permit package for the Grassy Mountain Gold Project on behalf of all state permitting and cooperating agencies.

This represents the first time in Oregon’s history that a mining project has advanced through the state’s consolidated mining permitting framework.

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

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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 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.

Comparison of Operating Results for the three and six months ended December 31, 2025 and 2024

We did not earn any revenue from mining operations for the three and six months ended December 31, 2025 and 2024.

Our net loss for the three months ended December 31, 2025 was $4,426,937 compared to a net loss of $2,031,489 in the three months ended December 31, 2024.

The drivers of the increase in net loss of 118% are fully described below.

Our net loss for the six months ended December 31, 2025 was $8,751,275 compared to a net loss of $3,603,627 in the six months ended December 31, 2024.

The drivers of the increase in net loss of 143% are fully described below.

The Company expects to incur losses for the foreseeable future as we continue with our planned exploration and development programs.

Exploration, Development, Reclamation and Land Holding Costs

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

For the three months ended December 31, 2025 and 2024, exploration expenses were $739,808 and $377,112, respectively.

This represents an increase of 96% or $362,696.

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 and these expenses totaled $531,139.

At Grassy Mountain, the Company continued with permitting activities with state and federal permitting agencies and commenced the update of our 2022 SK -1300 feasibility study.

These expenses totaled $613,308.

At Sleeper, expenses of $126,500 were related to general maintenance of operations and mining claims.

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

For the three months ended December 31, 2025 and 2024, reclamation expenses were $25,011 and $16,420, respectively.

This represents an increase of 52% or $8,591.

The increase in reclamation expenses reflects the Company additional expenses incurred for on-going monitoring activities for the Sleeper Gold Project.

For the three months ended December 31, 2025 and 2024, land holding costs were $213,308 and $186,389, respectively.

The increase in land holding costs of $26,919 from the previous period relates to the increase in holding costs per claim enacted by the BLM.

For the six months ended December 31, 2025 and 2024, exploration expenses were $1,305,904 and $772,410, respectively.

This represents an increase of 69% or $533,494.

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 and commenced the update of our 2022 SK-1300 feasibility study.

These expenses totaled $1,144,447.

At Sleeper, expenses of $161,457 were related to general maintenance of operations and mining claims.

For the six months ended December 31, 2025 and 2024, reclamation expenses were $62,891 and $70,357, respectively.

This represents a decrease of 11% or $7,466.

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

For the six months ended December 31, 2025 and 2024, land holding costs were $401,917 and $352,954, respectively.

The increase in land holding costs of $48,963 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 September 30, 2025 and 2024, salary and benefits were $197,970 and $288,480, respectively.

This represents a decrease of 31%.

For the three month periods ended December 31, 2025 and 2024, salary and benefits were $531,978 and $280,711, respectively.

This represents an increase of 90%.

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

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.

The increase is mainly due to the short-term incentive compensation recorded in the period.

Included in the salary and benefits expense amount for the three months ended December 31, 2025 and 2024 was non-cash equity based compensation applicable to executive and administration employees of $51,668 and $46,077, respectively.

For the six months ended December 31, 2025 and 2024, salary and benefits were $729,948 and $569,191, respectively.

This represents an increase of 28%.

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

The net increase is due to the short-term incentive compensation recorded in the period offset by lower headcount in the current period from the previous period.

Included in the salary and benefits expense amount for the six months ended December 31, 2025 and 2024 was non-cash equity based compensation applicable to executive and administration employees of $69,398 and $93,907, respectively.

Directors’ Compensation

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%.

For the three month periods ended December 31, 2025 and 2024, directors’ compensation expenses were $60,693 and $48,447, respectively.

This represents an increase of 25%.

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

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

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

For the six months ended December 31, 2025 and 2024, directors’ compensation expenses were $103,131 and $99,978, respectively.

This represents an increase of 3%.

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.

Professional Fees and General and Administration

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

For the three months ended December 31, 2025 and 2024, professional fees were $222,324 and $85,234, respectively.

This represents an increase of $137,090.

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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 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.

For the three months ended December 31, 2025 and 2024, general and administration expenses increased by 66% to $297,047 from $178,949 reflecting one-time costs related marketing, additional listing fees and other travel costs.

For the six months ended December 31, 2025 and 2024, professional fees were $467,370 and $257,231, respectively.

This represents an increase of $210,139.

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 six months ended December 31, 2025 and 2024, general and administration expenses increased by 32% to $486,618 from $367,260 reflecting one-time costs related marketing, additional listing fees and other travel costs.

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 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.

At December 31, 2025, we had cash and cash equivalents of $3,536,859 compared to $1,351,001 as of June 30, 2025.

As of December 31, 2025, we had working capital of approximately $3,335,087.

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

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("Cantor") and Canaccord Genuity LLC to proactively increase its financial flexibility.

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 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:

In November 2025, the Company established a new $14.9 million "at the market" offering program with Cantor and A.G.P./Alliance Global Partners.

During the six months ended December 31, 2025, the Company issued 2,853,916 shares under the program for net proceeds of $2,714,477.

The main uses of cash for the six months ended December 31, 2025 were:

• Cash used in operating activities of $2,478,619 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.

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

In addition to cash used in operating activities, the Company received cash during the six months ended December 31, 2025 as follows:

• Cash provided by financing activities of $4,714,477 from sales under the ATM program and issuance of warrants.

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

Subsequent to February 10, 2026, 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

Our financial statements are affected by the accounting policies used and the estimates and assumptions made by management during their preparation.

Management believes the Company’s critical accounting policies are those related to mineral property acquisition costs, exploration and development cost, derivative accounting and foreign currency translation.

The Company prepares its consolidated financial statements and notes in conformity to United States Generally Accepted Accounting Principles (“U.S.

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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.

Changes in the fair value of the warrants are recognized as an 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