What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-12 compared with 2026-02-10 · 61 added, 58 removed, 110 unchanged (52% of the section changed)

22 unchanged sentences

Therefore, investors are cautioned not to assume that all or any part of inferred resources exist, or that they can be mined legally or economically.

We are a company engaged in the business of acquiring, exploring and developing precious metal projects in the United States of America.

We are engaged in the business of acquiring, exploring and developing precious metal projects in the United States.

Paramount owns advanced stage exploration projects in the states of Nevada and Oregon.

We enhance the value of our projects by implementing exploration and engineering programs that have the goal to expand and upgrade known mineralized material to reserves.

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 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.

We seek to enhance the value of our projects by implementing exploration and engineering programs designed to expand and upgrade known mineralized material to reserves.

The following discussion provides an update on 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, 2026 and compares these results to the results of the prior year three and nine months ended March 31, 2025.

Operating Highlights:

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.

For the three and nine months ended March 31, 2026, key highlights include:

• The Bureau of Land Management ("BLM") issued the Record of Decision ("ROD") for the Grassy Mountain Gold Project on January 29, 2026.

The ROD finalized the federal environmental review process under the National Environmental Policy Act for the project in Malheur County, Oregon.

• The Oregon Department of Geology and Mineral Industries 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.

• 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.

• The 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 and Sage Grouse Permit during a public meeting of the Malheur County Planning Department held on July 23rd, 2025.

Outlook and Plan of Operation:

We believe that investors will gain a better understanding of the Company if they understand how we measure and disclose our results.

As a development stage company, we do not generate cash flow from our operations.

We recognize the importance of managing our liquidity and capital resources.

We pay close attention to all cash expenses and look for ways to minimize them when possible.

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 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.

Accordingly, we place a strong emphasis on liquidity management and capital allocation.

We carefully monitor cash expenditures and seek opportunities to reduce costs where appropriate.

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

Comparison of Operating Results for the three and nine months ended March 31, 2026 and 2025

We did not earn any revenue from mining operations for the three and nine months ended March 31, 2026 and 2025.

Our net loss for the three months ended March 31, 2026 was $4,903,148 compared to a net loss of $2,618,307 in the three months ended March 31, 2025.

The drivers of the increase in net loss of 87% 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.

Our net loss for the nine months ended March 31, 2026 was $13,654,423 compared to a net loss of $6,221,934 in the nine months ended March 31, 2025.

The drivers of the increase in net loss of 119% are fully described below.

1 unchanged sentence

Exploration, Development, Reclamation and Land Holding Costs

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

For the three months ended March 31, 2026 and 2025, exploration expenses were $1,120,687 and $733,906, respectively.

This represents an increase of 53% or $386,781.

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.

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

These expenses totaled $1,090,777.

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

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

At Sleeper, expenses of $29,910 were related to general operations and to the commencement of the Sleeper Initial Assessment under SK-1300.

For the three months ended March 31, 2026 and 2025, reclamation expenses were $49,755 and $14,193, respectively.

This represents an increase of 251% or $35,562.

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.

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

For the three months ended March 31, 2026 and 2025, land holding costs were $154,308 and $185,408, respectively.

The decrease in land holding costs of 17% or $31,100 from the previous period relates to one-time staking cost incurred.

For the nine months ended March 31, 2026 and 2025, exploration expenses were $2,426,592 and $1,506,315, respectively.

This represents an increase of 61% or $920,277.

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.

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

These expenses totaled $2,352,628.

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 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.

At Sleeper, expenses of $73,964 were related to general operations and the commencement of the Sleeper Initial Assessment under SK-1300.

For the nine months ended March 31, 2026 and 2025, reclamation expenses were $112,646 and $84,550, respectively.

This represents an increase of 33% or $28,096.

The increase in reclamation expenses reflects the Company completing additional regulatory analysis and reporting for its on-going monitoring activities for the Sleeper Gold Project.

For the nine months ended March 31, 2026 and 2025, land holding costs were $556,224 and $538,362, respectively.

The increase in land holding costs of 3% or $17,862 from the previous period relates to the increase in legal costs to maintain our BLM mining claims.

Salaries and Benefits

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%.

For the three month periods ended March 31, 2026 and 2025, salary and benefits were $327,611 and $691,666, respectively.

This represents a decrease of 53%.

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

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%.

The decrease is mainly due to the lower short-term incentive compensation that was recorded in the current period and lower headcount in the current period from the comparable prior year period.

Included in the salary and benefits expense amount for the three months ended March 31, 2026 and 2025 was non-cash equity based compensation applicable to executive and administration employees of $108,380 and $232,545, respectively.

For the nine months ended March 31, 2026 and 2025, salary and benefits were $1,057,559 and $1,260,857, respectively.

This represents a decrease of 16%.

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.

The net decrease is due to the lower headcount in the current period from the previous period.

Included in the salary and benefits expense amount for the nine months ended March 31, 2026 and 2025 was non-cash equity based compensation applicable to executive and administration employees of $177,778 and $326,452, respectively.

Directors’ Compensation

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%.

For the three month periods ended March 31, 2026 and 2025, directors’ compensation expenses were $92,767 and $178,433, respectively.

This represents a decrease of 48%.

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

This represents an increase of 3%.

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

For the nine months ended March 31, 2026 and 2025, directors’ compensation expenses were $195,897 and $278,411, respectively.

This represents a decrease of 30%.

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.

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

Professional Fees and General and Administration

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

For the three months ended March 31, 2026 and 2025, professional fees were $169,273 and $109,901, respectively.

This represents an increase of $59,372.

1 unchanged sentence

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 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.

For the three months ended March 31, 2026 and 2025, general and administration expenses increased by 63% to $385,616 from $237,044 reflecting one-time costs related marketing, additional listing fees and other travel costs.

For the nine months ended March 31, 2026 and 2025, professional fees were $636,643 and $367,132, respectively.

This represents an increase of $269,511.

1 unchanged sentence

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.

For the nine months ended March 31, 2026 and 2025, general and administration expenses increased by 44% to $872,235 from $604,305 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 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.

At March 31, 2026, we had cash and cash equivalents of $12,701,492 compared to $1,351,001 as of June 30, 2025.

As of March 31, 2026, we had working capital of approximately $12,482,878.

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

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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 six months ended December 31, 2025 as follows:

During the nine months ended March 31, 2026, the Company issued 8,785,663 shares under the program for net proceeds of $13,914,027.

The main uses of cash for the nine months ended March 31, 2026 were:

• Cash used in operating activities of $4,513,536 was 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 nine months ended March 31, 2026 as follows:

• Cash provided by financing activities of $15,914,027 from sales under the ATM program and issuance of warrants.

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We anticipate our twelve-month cash discretionary exploration and development, subject to available cash on hand, as follows:

• $1.5 million on the Grassy Mountain Project state and federal permitting activities

• $1.5 million state and federal permitting activities and SK-1300 technical report for the Grassy Mountain Project

• $0.2 million on the completing an Initial Assessment S-K 1300 technical report for the Sleeper Gold Project

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 February 10, 2026, the Company expects to fund operations as follows:

Subsequent to May 12, 2026, the Company expects to fund operations as follows:

• Existing cash on hand and working capital.

18 unchanged sentences

The Company capitalizes the cost of acquiring mineral properties and will amortize these costs over the useful life of a property following the commencement of production or expense these costs if it is determined that the mineral property has no future economic value or the properties are sold or abandoned.

Costs include cash consideration and the fair market value of shares issued on the acquisition of mineral properties.

Costs include cash consideration and the fair market value of shares issued on the

acquisition of mineral properties.

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.

21 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-Q

Item 2. Management’s Discussion and Analysis