Form 8-K - Current report
May 24 2024 - 5:02PM
Edgar (US Regulatory)
false 0001629210 0001629210 2024-05-21 2024-05-21
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
Date of Report (Date of earliest event reported): May 21, 2024
Paramount Gold Nevada Corp.
(Exact name of Registrant as Specified in Its Charter)
|
|
|
|
|
| Nevada |
|
001-36908 |
|
98-0138393 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
|
|
|
| 665 Anderson Street |
|
|
| Winnemucca, Nevada |
|
89445 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
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:
|
|
|
|
|
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
| Common Stock, $0.01 Par Value Per Share |
|
PZG |
|
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 21, 2024, Paramount Gold Nevada Corp. (the “Company”) entered into Amendment No.1 to Employment Agreement with Rachel Goldman, its Chief Executive Officer, providing for (i) an increase in annual base salary to $240,000 and (ii) to modify the compensation payable upon a Change of Control (as defined therein) and subsequent termination, from a minimum of twelve months up to a maximum of twenty-four months of salary, to a fixed amount of twenty-four months of salary, to conform with the terms of the employment agreements with the other senior executives of the Company.
On May 21, 2024, the Company entered into Amendment No.2 to Employment Agreement with Glen Van Treek, its President and Chief Operating Officer, providing for an increase in annual base salary to $225,000.
On May 21, 2024, the Company entered into Amendment No. 2 to Employment Agreement with Carlo Buffone, its Chief Financial Officer, providing for an increase in annual base salary to $210,000.
The foregoing description of the material terms of the foregoing amended employment agreements does not purport to be complete and is qualified in its entirety by reference to the relevant exhibits. A copy of the amended employment agreements for Ms. Goldman, Mr. Van Treek and Mr. Buffone are attached as Exhibits 10.1, 10.2 and 10.3 respectively.
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
PARAMOUNT GOLD NEVADA CORP. |
|
|
|
|
| Date: May 24, 2024 |
|
|
|
By: |
|
/s/ Carlo Buffone |
|
|
|
|
|
|
Carlo Buffone Chief Financial Officer |
Exhibit 10.1
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is dated for reference May 21, 2024.
BETWEEN:
PARAMOUNT GOLD NEVADA CORP.,
a Corporation formed under the
laws of the State of Nevada,
USA (the “Corporation”)
OF THE FIRST PART
AND:
Rachel Goldman
of the
City of Montreal,
Quebec, (the “Employee”)
OF THE SECOND PART
(hereinafter
collectively referred to as the “Parties”)
WHEREAS:
| A. |
The parties hereto are parties to that certain Employment Agreement dated for reference February 6, 2020
(the “Employment Agreement”). |
| B. |
The Parties now desire to amend the Employment Agreement in certain particulars. |
| C. |
Capitalized terms used but not defined herein shall have the meaning given to them in the Employment Agreement.
|
NOW, THEREFORE, in the consideration of, and in reliance on, the premises, representations, warranties, covenants and agreements set
forth in this Amendment, the parties hereto hereby agree as follows:
Section 3.1(a) of the Employment Agreement shall hereby be deleted in its entirety and replaced with the following:
“The monthly fees payable to the Employee for her services hereunder shall be Twenty Thousand and 00/100 Dollars ($20,000.00 USD) per
month being Two Hundred Forty Thousand Dollars ($240,000 USD) per year, retroactive to and commencing on February 1, 2024, exclusive of bonuses, benefits and other compensation and subject to annual review and increase as determined by the
Employee and the Corporation acting reasonably.”
Section 5.2(c)(ii) of the Employment Agreement shall hereby be deleted in its entirety
and replaced with the following:
“An amount equal to a notice period of twenty-four (24) months, based on the annual salary then
in effect plus an amount for annual bonus that is calculated as the average of the actual bonus paid by the Corporation, if any, in the prior two (2) years; and;”
Each of the parties to this Amendment shall from time to time and at all times do all such further acts and execute and deliver all further
deeds and documents as shall be reasonably required in order fully to perform and carry out the true meaning and intent of the Employment Agreement, as amended by this Amendment.
The parties hereto acknowledge that they have expressed in the Employment Agreement, as amended by this Amendment, the entire understanding and
obligation of the Employment Agreement, as amended by this Amendment, and it is expressly understood and agreed that no implied covenant, condition, term or reservation, shall be read into the Employment Agreement, as amended by this Amendment,
relating to or concerning any matter or operation provided for therein or herein.
This Amendment may be executed in several counterparts (including by facsimile), each of which when so executed shall be deemed to be an
original and shall have the same force and effects as an original, such counterparts together shall constitute one and the same instrument.
(balance of this page deliberately left empty)
IN WITNESS WHEREOF the parties hereto have duly executed this Amendment effective as of the date first above
written.
|
| PARAMOUNT GOLD NEVADA CORP. |
|
| /s/ Rudi Fronk |
|
| Name: Rudi Fronk |
| Title: Chairman of the Board and Chairman of the Compensation Committee |
|
| RACHEL GOLDMAN |
|
| /s/ Rachel Goldman |
Exhibit 10.2
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (this “Amendment”) is dated for reference May 21, 2024.
BETWEEN:
PARAMOUNT GOLD NEVADA CORP.,
a Corporation formed under the
laws of the State of Nevada,
USA (the “Corporation”)
OF THE FIRST PART
AND:
Glen Van Treek
of the
City of Santiago,
Chile, (the “Employee”)
OF THE SECOND PART
(hereinafter
collectively referred to as the “Parties”)
WHEREAS:
| A. |
The parties hereto are parties to that certain Employment Agreement dated for reference October 26, 2015
(as amended to date, the “Employment Agreement”). |
| B. |
The Parties now desire to amend the Employment Agreement in certain particulars. |
| C. |
Capitalized terms used but not defined herein shall have the meaning given to them in the Employment Agreement.
|
NOW, THEREFORE, in the consideration of, and in reliance on, the premises, representations, warranties, covenants and agreements set
forth in this Amendment, the parties hereto hereby agree as follows:
Section 3.1(a) of the Employment Agreement shall hereby be deleted in its entirety and replaced with the following: “The monthly
fees payable to the Employee for his services hereunder shall be Eighteen Thousand Seven Hundred Fifty Dollars ($18,750 USD) per month being Two Hundred Twenty Five Thousand Dollars ($225,000 USD) per year, retroactive to and commencing on
February 1, 2024, exclusive of bonuses, benefits and other compensation and subject to annual review and increase as determined by the Employee and the Corporation acting reasonably.”
Each of the parties to this Amendment shall from time to time and at all times do all such further acts and execute and deliver all further
deeds and documents as shall be reasonably required in order fully to perform and carry out the true meaning and intent of the Employment Agreement, as amended by this Amendment.
The parties hereto acknowledge that they have expressed in the Employment Agreement, as amended by this Amendment, the entire understanding
and obligation of the Employment Agreement, as amended by this Amendment, and it is expressly understood and agreed that no implied covenant, condition, term or reservation, shall be read into the Employment Agreement, as amended by this Amendment,
relating to or concerning any matter or operation provided for therein or herein.
This Amendment may be executed in several counterparts (including by facsimile), each of which when so executed shall be deemed to be an
original and shall have the same force and effects as an original, such counterparts together shall constitute one and the same instrument.
(balance of this page deliberately left empty)
IN WITNESS WHEREOF the parties hereto have duly executed this Amendment effective as of the date first above
written.
|
| PARAMOUNT GOLD NEVADA CORP. |
|
| /s/ Rudi Fronk |
| Name: Rudi Fronk |
| Title: Chairman of the Board and Chairman of the Compensation Committee |
|
| GLEN VAN TREEK |
|
| /s/ Glen Van Treek |
Exhibit 10.3
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (this “Amendment”) is dated for reference May 21, 2024.
BETWEEN:
PARAMOUNT GOLD NEVADA CORP.,
a Corporation formed under the laws of
the State of Nevada, USA
(the “Corporation”)
OF THE FIRST PART
AND:
Carlo Buffone
of the
City of Ottawa, Canada
(the “Employee”)
OF THE SECOND PART
(hereinafter
collectively referred to as the “Parties”)
WHEREAS:
| |
A. |
The parties hereto are parties to that certain Employment Agreement dated for reference October 26, 2015
(as amended to date, the “Employment Agreement”). |
| |
B. |
The Parties now desire to amend the Employment Agreement in certain particulars. |
| |
C. |
Capitalized terms used but not defined herein shall have the meaning given to them in the Employment Agreement.
|
NOW, THEREFORE, in the consideration of, and in reliance on, the premises, representations, warranties, covenants and agreements set
forth in this Amendment, the parties hereto hereby agree as follows:
Section 3.1(a) of the Employment Agreement shall hereby be deleted in its entirety and replaced with the following:
“The monthly fees payable to the Employee for his services hereunder shall be Seventeen Thousand Five Hundred and 00/100 Dollars ($17,500
USD) per month being Two Hundred Ten Thousand Dollars ($210,000 USD) per year, retroactive to and commencing on February 1, 2024, exclusive of bonuses, benefits and other compensation and subject to annual review and increase as determined by
the Employee and the Corporation acting reasonably.”
Each of the parties to this Amendment shall from time to time and at all times do all such further acts and execute and deliver all further
deeds and documents as shall be reasonably required in order fully to perform and carry out the true meaning and intent of the Employment Agreement, as amended by this Amendment.
The parties hereto acknowledge that they have expressed in the Employment Agreement, as amended by this Amendment, the entire understanding
and obligation of the Employment Agreement, as amended by this Amendment, and it is expressly understood and agreed that no implied covenant, condition, term or reservation, shall be read into the Employment Agreement, as amended by this Amendment,
relating to or concerning any matter or operation provided for therein or herein.
This Amendment may be executed in several counterparts (including by facsimile), each of which when so executed shall be deemed to be an
original and shall have the same force and effects as an original, such counterparts together shall constitute one and the same instrument.
(balance of this page deliberately left empty)
IN WITNESS WHEREOF the parties hereto have duly executed this Amendment effective as of the date first above
written.
|
| PARAMOUNT GOLD NEVADA CORP. |
|
| /s/ Rudi Fronk |
| Name: Rudi Fronk |
| Title: Chairman of the Board and Chairman of the Compensation Committee |
|
| CARLO BUFFONE |
|
| /s/ Carlo Buffone |
v3.24.1.1.u2
| X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
| Name: |
dei_AmendmentFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
| Name: |
dei_DocumentPeriodEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:dateItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
| Name: |
dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
Paramount Gold and Silver (AMEX:PZG)
Historical Stock Chart
From Oct 2024 to Nov 2024
Paramount Gold and Silver (AMEX:PZG)
Historical Stock Chart
From Nov 2023 to Nov 2024
