Current Report Filing (8-k)
December 09 2022 - 5:23PM
Edgar (US Regulatory)
false000162921000016292102022-12-092022-12-09
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): December 09, 2022 |
Paramount Gold Nevada Corp.
(Exact name of Registrant as Specified in Its Charter)
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Nevada |
001-36908 |
98-0138393 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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665 Anderson Street |
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Winnemucca, Nevada |
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89445 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 775 625-3600 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Stock, $0.01 Par Value Per Share |
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PZG |
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NYSE American LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
The information required by Item 1.01 is included in Item 2.03 below and is incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On December 9, 2022, Paramount Gold Nevada Corp. (the “Company”) issued a Bridge Promissory Note (the “Note”) to Seabridge Gold, Inc. (“Seabridge”), an entity affiliated with the Chairman of our Board of Directors, Rudi Fronk, and an owner of approximately 6.5% 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.
The Note contains customary representations and covenants, as well as events of default, which, if uncured, entitle Seabridge to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the Note.
The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to complete text of the Note, a copy of which is filed hereto as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Paramount Gold Nevada Corp. |
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Date: |
December 9, 2022 |
By: |
/s/ Carlo Buffone |
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Carlo Buffone, Chief Financial Officer |
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