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):  August 10, 2016

 

PARAMOUNT GOLD NEVADA CORP.

(Exact name of registrant as specified in its charter)

 

Nevada

(State or Other Jurisdiction of Incorporation)

 

 

 

 

001-36908

 

98-0138393

(Commission File Number)

 

(IRS Employer Identification No.)

 

665 Anderson Street

Winnemucca, Nevada

89445

(Address of Principal Executive Offices)

  

(775) 625-3600

(Registrant’s telephone number, including area code)

N/A

(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 (see General Instructions A.2. below):

¨

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))

 

 

 

 


 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On August 10, 2016, Paramount Gold Nevada Corp. (the “Company”) entered into an Amended Employment Agreement with Glen Van Treek, its current CEO and President, providing for an increase in annual base salary to $200,000.

 

On August 10, 2016, Paramount Gold Nevada Corp. (the “Company”) entered into an Amended Employment Agreement with Carlo Buffone, its current Chief Financial Officer, providing for an increase in annual base salary to $200,000.

 

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 Mr. Van Treek and Mr. Buffone are attached as Exhibits 10.1 and 10.2 respectively.

 

Item 9.01. Financial Statements and Exhibits.

(d) List of Exhibits

 

Exhibit

Number

 

Description

 

 

 

Exhibit 10.1*

 

Amended Employment Agreement Glen Van Treek dated August 10, 2016

Exhibit 10.2*

 

Amended Employment Agreement Carlo Buffone dated August 10, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*

Filed herewith.


 


SIGNATURE

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:  August 12, 2016

 

By:

/s/ Carlo Buffone

 

 

 

Carlo Buffone

 

 

 

Chief Financial Officer

 

 

 

 



Exhibit Index

 

Exhibit

Number

 

Description

 

 

 

Exhibit 10.1*

 

Amended Employment Agreement Glen Van Treek dated August 10, 2016

Exhibit 10.2*

 

Amended Employment Agreement Carlo Buffone dated August 10, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

*

Filed herewith.

Exhibit 10.1

 

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

 

THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is dated for reference August 10, 2016.

 

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 (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:

1. Amendment

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 Sixteen Thousand Six Hundred and Sixty Six ($16,666 USD) per month being Two Hundred Dollars ($200,000 USD) per year, retroactive to and commencing on July 1, 2016,


 

exclusive of bonuses, benefits and other compensation and subject to annual review and increase as determined by the Employee and the Corporation acting reasonably.”

2. Further Assurance

 

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.  

 

3. Entire Agreement

 

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.  

 

4. Counterparts  

 

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 August 10, 2016.

 

 

 

 

PARAMOUNT GOLD NEVADA CORP.

Per:

/s/ David Smith

Name:  David Smith

Title:    Chairman of the Board

 

 

SIGNED, SEALED & DELIVERED
In the presence of:

 

 

/s/ Carlo Buffone

 

/ s/ Glen Van Treek

Witness

 

GLEN VAN TREEK

 

 

Exhibit 10.2

 

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

 

THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is dated for reference August 10, 2016.

 

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 (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:

1. Amendment

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 Sixteen Thousand Six Hundred and Sixty Six ($16,666 USD) per month being Two Hundred Dollars ($200,000 USD) per year, retroactive to and commencing on July 1, 2016,


 

exclusive of bonuses, benefits and other compensation and subject to annual review and increase as determined by the Employee and the Corporation acting reasonably.”

2. Further Assurance

 

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.  

 

3. Entire Agreement

 

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.  

 

4. Counterparts  

 

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 August 10, 2016.

 

 

 

 

PARAMOUNT GOLD NEVADA CORP.

Per:

/s/ David Smith

Name:  David Smith

Title:    Chairman of the Board

 

 

SIGNED, SEALED & DELIVERED
In the presence of:

 

 

/s/ Glen Van Treek

 

/ s/ Carlo Buffone

Witness

 

CARLO BUFFONE