10-Q

Large accelerated filer

Accelerated filer

Non-accelerated filer

Small reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission File Number 001-36908

PARAMOUNT GOLD NEVADA CORP.

(Exact name of registrant as specified in its charter)


Nevada	98-0138393
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

665 Anderson Street Winnemucca, NV	89445
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (775) 625-3600

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of registrant’s Common Stock outstanding, $0.01 par value per share, as of November 11, 2025 was 78,358,426.

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

Table of Contents


		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements	2
	Condensed Consolidated Interim Balance Sheets as of September 30, 2025 (Unaudited) and June 30, 2025	2
	Condensed Consolidated Interim Statements of Operations for the Three Months Ended September 30, 2025 (Unaudited) and September 30, 2024 (Unaudited)	3
	Condensed Consolidated Interim Statements of Stockholders’ Equity for the Three Months Ended September 30, 2025 (Unaudited) and Three Months Ended September 30, 2024 (Unaudited)	4
	Condensed Consolidated Interim Statement of Cash Flows for the Three Months Ended September 30, 2025 (Unaudited) and September 30, 2024 (Unaudited)	5
	Notes to Condensed Consolidated Interim Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	21
Item 4.	Controls and Procedures	22

PART II	OTHER INFORMATION
Item 1A.	Risk Factors	23
Item 4.	Mine Safety Disclosures	23
Item 6.	Exhibits	24

Signatures	Directors, Executive Officers and Corporate Governance	25

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

PARAMOUNT GOLD NEVADA CORP.

Condensed Consolidated Interim Balance Sheets

(Unaudited)



	September 30, 2025			June 30, 2025
Assets
Current Assets
Cash and cash equivalents	$	4,165,894		$	1,351,001
Prepaid expenses and deposits		959,838			1,356,349
Total Current Assets		5,125,732			2,707,350
Non-Current Assets
Mineral properties		49,137,478			49,137,478
Reclamation bonds		537,797			546,176
Property and equipment		11,121			12,028
Total Non-Current Assets		49,686,396			49,695,682
Total Assets	$	54,812,128		$	52,403,032
Liabilities and Stockholders' Equity
Liabilities
Current Liabilities
Accounts payable and accrued liabilities	$	522,017		$	539,971
Reclamation and environmental obligation, current portion		120,000			120,000
Warrant liability		3,227,664			—
Total Current Liabilities		3,869,681			659,971
Non-Current Liabilities
Debt liability of royalty convertible debenture, net		11,674,050			11,630,545
Derivative liability of royalty convertible debenture		5,229,803			4,077,929
Deferred tax liability		292,699			292,699
Reclamation and environmental obligation, non-current portion		2,200,677			2,173,765
Total Non-Current Liabilities		19,397,229			18,174,938
Total Liabilities		23,266,910			18,834,909
Commitments and Contingencies (Note 11)
Stockholders' Equity
Common stock, par value $0.01, 200,000,000 authorized shares, 77,933,356 issued and outstanding at September 30, 2025 and 200,000,000 authorized shares, 75,420,743 issued and outstanding at June 30, 2025		779,335			754,208
Additional paid in capital		126,518,883			124,242,577
Accumulated deficit		(95,753,000	)		(91,428,662	)
Total Stockholders' Equity		31,545,218			33,568,123
	$	54,812,128		$	52,403,032

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

PARAMOUNT GOLD NEVADA CORP.

Condensed Consolidated Interim Statements of Operations

(Unaudited)


	Three Months Ended September 30,
	2025			2024

Expenses
Exploration and development	$	566,096		$	395,298
Reclamation		37,880			53,937
Land holding costs		188,608			166,565
Professional fees		245,048			171,997
Salaries and benefits		197,970			288,480
Directors' compensation		42,438			51,530
General and administrative		189,570			188,313
Accretion		56,912			88,555
Total Expenses		1,524,522			1,404,675
Net Loss Before Other Expense		1,524,522			1,404,675
Other Expense (Income)
Other income		—			(6,217	)
Loss\(gain) from change in fair value of derivative liability on royalty convertible debenture		1,151,874			(236,089	)
Loss from change in fair value of warrant liability		1,227,664			—
Interest expense		426,839			426,840
Interest income		(6,561	)		(17,071	)
Net Loss	$	4,324,338		$	1,572,138

Loss per Common Share
Basic and diluted	$	0.06		$	0.02

Weighted Average Number of Common
Shares Used in Per Share Calculations
Basic and diluted		76,265,587			65,174,857

The accompanying notes are an integral part of these condensed consolidated interim financial statements.

PARAMOUNT GOLD NEVADA CORP.

Condensed Consolidated Interim Statements of Stockholders’ Equity

(Unaudited)


	Shares (#)		Common Stock		Additional Paid-In Capital		Accumulated Deficit			Total Stockholders' Equity
Balance at June 30, 2025		75,420,743	$	754,208	$	124,242,577	$	(91,428,662	)	$	33,568,123
Stock based compensation		—		—		22,168		—			22,168
Capital issued for financing		2,146,561		21,466

SEC Form 10-Q filed by Paramount Gold Nevada Corp.