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): February 6, 2020

 

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))

 

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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 February 6, 2020, Rachel Goldman, 48, was appointed Chief Executive Officer and Director of Paramount Gold Nevada Corp. (“the “Company” or “Paramount”), effective February 7, 2020.  Previously, Ms. Goldman was the Managing Director, Institutional Equity Sales for Desjardins Securities from 2016 to 2019.  From 2012 to 2015, Ms. Goldman was the Director of Institutional Equity Sales for Dundee Capital Markets.

 

In connection with the appointment, the Company entered into a written Employment Agreement with Rachel Goldman providing an annual base salary of $200,000 along with a provision for cash bonuses and equity incentives on a periodic basis at the discretion of the Board of Directors.  Ms. Goldman is also entitled to the following:  (i) if employment is terminated by the Company other than for “just cause” or “disability” or is terminated by Ms. Goldman for “good reason” (each as defined in the Employment Agreement), an amount equal to six months of notice of termination for each partial year or completed year of employment with a minimum notice period of twelve months up to a maximum notice period of twenty-four 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 Company, if any, to Ms. Goldman in the prior two years, and (ii) if within twelve months after a “control change” (as defined in the Employment Agreement) employment is terminated by the Company other than for “just cause” or is terminated by Ms. Goldman for “good reason”, an amount equal to six months of notice of termination for each partial year or completed year of employment with a minimum notice period of twelve months up to a maximum notice period of twenty-four 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 Company, if any, to Ms. Goldman in the prior two years, and (iii) that immediately prior to a change of control, the Company may pay an additional discretionary bonus to Ms. Goldman.  The additional discretionary bonus may be any amount and shall be determined by the Board of Directors in their sole and absolute discretion.

 

The foregoing description of the material terms of the foregoing Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the relevant exhibits A copy of the Employment Agreement for Ms. Goldman is attached as Exhibit 10.1.

 

On the date of her appointment Ms. Goldman was granted 95,000 stock options of the Company at an exercise price of $1.00 per share, which is above  the closing sales price for our common stock as quoted on the NYSE American on January 29, 2020.  The options will vest and become exercisable on achieving the following performance conditions: 1) ½ upon the completion of the Grassy Mountain Project feasibility study and 2) ½ on the issuance of mining permits for the Grassy Mountain Project by the State of Oregon. The term of the stock option grant is five years.

 

In connection with the appointment, effective immediately, Glen Van Treek, the former Chief Executive Officer of the Company will continue to serve as President and director for the Company and has been appointed Chief Operating Officer.

 

There are no family relationships between Ms. Goldman and any director or other executive officer of the Company nor are there any transactions between Ms. Goldman or any member of her immediate family and the Company or any of its subsidiaries that would be reportable as a related party transaction under the rules of the U.S. Securities and Exchange Commission.

 

 

 

Item 7.01. Regulation FD Disclosure

 

On February 10, 2020, Paramount issued a press release announcing the appointment of Ms. Goldman. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

 

The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” with the U.S. Securities and Exchange Commission nor incorporated by reference in any registration statement filed by Paramount under the Securities Act of 1933, as amended.

 


Item 9.01. Financial Statements and Exhibits.

 

 

(d)List of Exhibits

Exhibit

Number

 

Description

 

 

 

Exhibit 10.1

 

Employment Agreement  Rachel Goldman dated February 6, 2020

Exhibit 99.1

 

Press Release of Paramount dated February 10, 2020

 

 

 

 

 

 


 

 

 

 

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: February 10, 2020

 

 

By:

/s/ Carlo Buffone

 

 

 

Carlo Buffone

 

 

 

Chief Financial Officer

 

 

Exhibit 10.1

 

EMPLOYMENT AGREEMENT

made as of this 6th day of February 2020.

B E T W E E N:

PARAMOUNT GOLD NEVADA CORP.,

a Corporation formed under the laws of

the State of Nevada, USA

(the "Corporation")

 

OF THE FIRST PART

Rachel Goldman

of the City of Montreal, Quebec,

(the "Employee")

 

OF THE SECOND PART

(hereinafter collectively referred to as the "Parties")

 

THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants and agreements hereinafter contained and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties hereto mutually covenant and agree as follows:

1.

TERM

1.1

The term of this Agreement shall commence on February 7, 2020 and shall be for an indefinite period subject to Section 5 hereof. The obligations of the Corporation shall survive the expiration or termination of this Agreement.

2.

duties and responsibilities

2.1

The Corporation hereby agrees to employ the Employee in the position of Chief Executive Officer.  The Employee’s base location will be in Montreal, Quebec, provided, however, that for business purposes the Employee will be required to travel within the United States and such other locations as may be required by the Corporation to perform the Employee’s duties.

2.2

The Employee:

 

(a)

shall devote substantially all of her time and attention during normal business hours to the business and affairs of the Corporation;

 

(b)

may, with the written consent of the board of directors of the Corporation (the “Board of Directors”), which consent may be withheld in the Board of Director’s

 

2

 

sole and absolute discretion, acting reasonably, sit on the boards of directors of other companies;

 

(c)

shall perform those duties that may reasonably be assigned to the Employee diligently and faithfully to the best of the Employee's abilities and in the best interests of the Corporation; and

 

(d)

shall use her best efforts to promote the interests and goodwill of the Corporation.

2.3

The Employee shall report directly to the Board of Directors through the Chairman of the Board.

3.

compensation

3.1

The remuneration of the Employee shall be paid as follows:

 

(a)

The monthly fees payable to the Employee for her services hereunder shall be Sixteen Thousand Six Hundred and Sixty Six ($16,666 USD) per month being Two Hundred Thousand Dollars ($200,000 USD) per year, exclusive of bonuses, benefits and other compensation and subject to annual review and increase as determined by the Employee and the Corporation acting reasonably.

 

(b)

The Corporation shall provide the Employee with employee benefits comparable to those provided by the Corporation from time to time to other senior Employees of the Corporation and shall permit the Employee to participate in any stock option plan, stock purchase plan, retirement plan or similar plan offered by the Corporation from time to time to its senior Employees in the manner and to the extent authorized by the Board of Directors.

3.2

The Employee shall be entitled to four (4) weeks paid vacation per year at a time determined by the Employee but shall take into account the need for the timely performance of the Employee's responsibilities.  

3.3

The Employee shall be granted performance bonuses and stock options on a periodic basis at the discretion of the Board of Directors.

3.4

The Corporation shall maintain during the term of this Agreement customary directors and officers liability insurance with a total coverage limit of not less than $5 million.

4.

reimbursement for expenses

4.1

The Employee shall be reimbursed by the Corporation for all business expenses actually and properly incurred by her in connection with her duties under this Agreement

5.

termination

5.1

For the purpose of this section, the following terms shall have the following meanings, respectively:

 

3

 

(a)

"Control Change" shall mean the occurrence, at any date hereafter of any of the following events:

 

(i)

the actual acquisition or continuing ownership of securities of the Corporation (including securities convertible into, exchangeable for or representing the right to acquire shares of the Corporation ("Convertible Securities")), as a result of which a person, group of persons or persons acting jointly or in concert, or persons associated or affiliated within the meaning of the Securities Act of 1933 and the regulations promulgated thereunder with any such person, group of persons or any of such persons acting jointly or in concert (collectively, "Acquirors"), may or do beneficially own shares of the Corporation and/or Convertible Securities such that, assuming only the conversion, exchange or exercise of Convertible Securities beneficially owned by the Acquirors, the Acquirors would beneficially own shares that would entitle the holders thereof to cast more than fifty percent (50%) of the votes attaching to all shares in the capital of the Corporation that may be cast to elect directors of the Corporation; or

 

(ii)

a majority of the members of the Board of Directors are replaced during any twelve-month period by directors whose appointment or election is not endorsed by a majority of the Board of Directors before the date of appointment or election; or

 

(iii)

the sale of all or substantially all of the assets of the Corporation.

 

(b)

"Disability" shall mean the Employee's failure to substantially perform her duties on a full-time basis for a period of six (6) months out of any 12-month period, where such inability is a result of physical or mental illness.

 

(c)

"Good Reason" shall include, without limitation, the occurrence of any of the following (except in connection with the termination of the employment of the Employee for Just Cause or Disability):

 

(i)

a material change (other than those that are clearly consistent with a promotion) in the Employee's position or duties (including any position or duties as a director of the Corporation), responsibilities, title or office, which includes any removal of the Employee from or any failure to re-elect or reappoint the Employee to any such positions or offices (or a comparable one in place thereof);

 

(ii)

a reduction by the Corporation of the Employee's salary, a material reduction by the Corporation of the Employee’s benefits or any other form of remuneration, or any material change in the basis upon which the Employee's salary, benefits or any other form of remuneration payable by the Corporation is determined; or

 

4

 

(iii)

any material breach by the Corporation of any provision of this Agreement that: (A) continues for at least thirty (30) days after the Employee has provided written notice of such material breach to the Corporation; and (b) remains uncured at the time the Employee terminates her employment for Good Reason; or

 

(iv)

the failure by the Corporation to obtain an assumption (whether contractual or by operation of law) of its obligations hereunder by any successor to the Corporation, including a successor to a material portion of its business.

 

(d)

"Just Cause" shall mean:

 

(i)

the continued failure by the Employee to substantially perform her duties according to the terms of her employment (other than those: (1) that follow a change (other than those clearly consistent with a promotion) in her position or duties; or (2) resulting from the Employee's Disability) after the Corporation has given the Employee reasonable notice of such failure and a reasonable opportunity to correct it;

 

(ii)

the engaging by the Employee in any act that is materially injurious to the Corporation, monetarily or otherwise; or

 

(iii)

the engaging by the Employee in any criminal acts of dishonesty resulting or intended to result directly or indirectly in personal gain of the Employee at the Corporation's expense.

5.2

The Corporation shall have the following obligations in the event that the Employee's employment is terminated:

 

(a)

Termination by the Corporation for Just Cause and Termination by the Employee Other Than for Good Reason.  If the Employee's employment is terminated by the Corporation for Just Cause, or is terminated by the Employee other than for Good Reason, the Corporation shall pay to the Employee, if not theretofore paid, the fraction of the annual salary earned by or payable to the Employee by the Corporation during the then current fiscal year of the Corporation for the period to and including the date of termination, and the Corporation shall have no further obligations to the Employee under this Agreement.

 

(b)

Termination by the Corporation Other Than for Just Cause, Disability and Termination by the Employee for Good Reason.  If the Employee's employment is terminated by the Corporation other than for Just Cause, Disability or is terminated by the Employee for Good Reason the Corporation shall pay, on the date of termination, to or to the order of the Employee by certified cheque the aggregate of the following amounts:

 

(i)

if not theretofore paid, the Employee's annual compensation for the then current fiscal year of the Corporation for the period to and including the date of termination;

 

5

 

(ii)

an amount equal to six (6) months of notice of termination for each partial year or completed year of employment  (the “notice period”) or pay in lieu of providing such notice period, with a minimum notice period of twelve (12) months up to a maximum 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;

 

(iii)

an amount equal to all outstanding and accrued vacation pay to the date of termination.

 

(c)

Control Change.  Notwithstanding subsections 5.2(b) above, if within twelve months after a Control Change the Employee’s employment is terminated by the Corporation (other than for Just Cause) or by the Employee for Good Reason, the Corporation shall pay, on the date of termination, to or to the order of the Employee by certified check the aggregate of the following amounts:

 

(i)

if not therefore paid, the Employee’s annual compensation for the current fiscal year of the Corporation for the period to and including the date of termination;

 

(ii)

an amount equal to six (6) months of notice of termination for each partial year or completed year of employment  (the “notice period”) or pay in lieu of providing such notice period, with a minimum notice period of twelve (12) months up to a maximum 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;

 

(iii)

an amount equal to all outstanding and accrued vacation pay to the date of termination.

 

(d)

Control Change Bonus.  Notwithstanding any provisions of this Agreement to the contrary, the Corporation may, immediately prior to the Control Change, pay an additional discretionary bonus, which may be any amount and shall be determined by the Board of Directors in their sole and absolute discretion.  The bonus will be determined solely by the Board of Directors and the Board of Directors will take into consideration such matters as the Board of Directors determines appropriate including, without limitation, (A) whether the Control Change occurred during the first year of this Agreement (and, as a result, whether the Corporation is paying the Employee a Control Change bonus under Section 5.2(c) that is calculated based upon bonuses for a full one year period); and (B) the premium received by shareholders on the Control Change but excluding the compensation referred to at subsection 5.2(c)(ii) above.

 

(e)

No Duplication of Benefits.  Employee understands that the Corporation shall be obligated to make payments under only one of Section 5.2(a), Section 5.2(b), and

 

6

 

Section 5.2(c) without duplication, such that, if the Corporation becomes obligated to make payments under one of Section 5.2(a), Section 5.2(b), and Section 5.2(c), the Employee shall receive benefits under only one of such sections.  In addition, in the event that multiple events have occurred that would trigger the Corporation’s obligation to make payments under Section 5.2(a), Section 5.2(b), and Section 5.2(c), the Corporation shall make payments based upon the occurrence of the first such trigger event.

5.3

The benefits payable under this Article 5 shall not be reduced in any respect in the event that the Employee shall secure or shall not reasonably pursue alternative employment following the termination of the Employee's employment. All payments to the Employee shall be made without set off.

6.

confidential information

6.1

The Employee acknowledges that she is employed in a position of trust and in the course of carrying out, performing and fulfilling her duties under this Agreement she will have access to and will be entrusted with confidential information concerning the business of the Corporation ("Confidential Information").

6.2

The Employee acknowledges and agrees that the right of the Corporation to maintain such Confidential Information as confidential constitutes a proprietary right that the Corporation is entitled to protect.

6.3

All letters, notes, data, photographs, sketches, drawings, lists of customers, or users, publications, manuals, books, tools, instruments, equipment, supplies, keys and any other property pertaining to the business of the Corporation, its operations and processes are, and shall remain, the sole and exclusive property of the Corporation.  The Employee agrees that she shall promptly surrender to the Corporation all such property that may be under her control or in her possession if requested at any time during the term hereof or upon termination of this Agreement for any reason whatsoever.

6.4

Nothing in this Agreement shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. The Employee shall promptly provide written notice of any such order to an authorized officer of the Employer or a members of the Board of Directors. Nothing in this Agreement prohibits or restricts the Employee (or Employee's attorney) from initiating communications directly with, responding to an inquiry from, or providing testimony before the Securities and Exchange Commission (“SEC”), the Financial Industry Regulatory Authority (“FINRA”), any other self-regulatory organization, or any other federal or state regulatory authority regarding a possible securities law violation.

6.5

Notice of Immunity Under the Economic Espionage Act of 1996, as amended by the Defend Trade Secrets Act of 2016 ("DTSA"). Notwithstanding any other provision of this Agreement:

 

7

 

(a)

The Employee will not be held criminally or civilly liable under any federal or state trade secret law for any disclosure of a trade secret that:

 

(i)

is made (1) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating a suspected violation of law; or

 

(ii)

is made in a complaint or other document filed under seal in a lawsuit or other proceeding.

 

(b)

If the Employee files a lawsuit for retaliation by the Corporation for reporting a suspected violation of law, the Employee may disclose the Corporation’s trade secrets to the Employee’s attorney and use the trade secret information in the court proceeding if the Employee:

 

(i)

files any document containing trade secrets under seal; and

 

(ii)

does not disclose trade secrets, except pursuant to court order.

6.6

The Employee understands and acknowledges that her obligations under this Agreement with regard to any particular Confidential Information shall commence immediately upon the Employee first having access to such Confidential Information (whether before or after she begins employment by the Corporation) and shall continue during and after her employment by the Corporation until such time as such Confidential Information has become public knowledge other than as a result of the Employee’s breach of this Agreement or breach by those acting in concert with the Employee or on the Employee’s behalf.

7.

general

7.1

The Employee shall not be prohibited in any manner whatsoever from obtaining employment with or otherwise forming or participating in a business competitive to the business of the Corporation after termination or expiration of her employment.

7.2

The Employee agrees that after termination of her employment by him, she will tender her resignation from any position she may hold as an officer or director of the Corporation or any of its affiliated or associated companies.  Doing so will not reduce the obligations of the Corporation described herein where the Employee terminates her employment for Good Reason.

7.3

Any notice required or permitted to be given under this Agreement shall be in writing and shall be properly given if delivered by hand or mailed by prepaid registered mail addressed as follows:

 

(a)

in the case of the Corporation, to:

665 Anderson Street

Winnemucca, Nevada

 

8

89445

 

 

(b)

in the case of the Employee, to:

4721 Circle Road

Montreal, Quebec

H3W 1Z2

 

the last address of the Employee in the records of the Corporation or to such other address as the parties may from time to time specify by notice given in accordance herewith.  Any notice so given shall be conclusively deemed to have been given or made on the day of delivery, if delivered, or if mailed by registered mail, upon the date shown on the postal return receipt as the date upon which the envelope containing such notice was actually received by the addressee.

7.4

The Employee hereby represents and warrants to the Corporation and acknowledges and agrees that she had the opportunity to seek and was not prevented nor discouraged by the Corporation from seeking independent legal advice prior to the execution and delivery of this Agreement and that, in the event that she did not avail himself of that opportunity prior to signing this Agreement, she did so voluntarily without any undue pressure and agrees that her failure to obtain independent legal advice shall not be used by her as a defence to the enforcement of her obligations under this Agreement.

7.5

Nothing herein derogates from any rights the Employee may have under applicable law, except as set out in this section.  The parties agree that the rights, entitlements and benefits set out in this Agreement to be paid to the Employee are in full satisfaction of all rights of the Employee under Nevada State Law or any successor legislation from time to time and any rights or entitlements the Employee may have as against the Corporation as a result of the termination of her employment.

7.6

If any provision of this Agreement, including the breadth or scope of such provision, shall be held by any court of competent jurisdiction to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions, or part thereof, of this Agreement and such remaining provisions, or part thereof, shall remain enforceable and binding.

7.7

The Employee may not assign, pledge or encumber the Employee's interest in this Agreement nor assign any of the rights or duties of the Employee under this Agreement without the prior written consent of the Corporation.

7.8

This Agreement shall be binding on and endure to the benefit of the successors and assigns of the Corporation and the heirs, executors, personal legal representatives and permitted assigns of the Employee.  

7.9

Neither party may waive or shall be deemed to have waived any right it has under this Agreement (including under this section) except to the extent that such waiver is in writing.

 

9

7.10

This Agreement and the rights and obligations of the parties hereunder shall be construed and governed in accordance with the laws of the State of Nevada.

7.11

This Agreement contains the entire understanding and agreement between the parties hereto with respect to the employment of the Employee and the subject matter hereof and any and all previous agreements and representations, written or oral, express or implied, between the parties hereto or on their behalf, relating to the employment of the Employee by the Corporation and the subject matter hereof, are hereby terminated and cancelled and each of the parties hereto hereby releases and forever discharges the other of and from all manner of actions, causes of action, claims and demands whatsoever under or in respect of any such prior agreements and representations.  Except as provided herein, no amendment or variation of any of the provisions of this Agreement shall be valid unless made in writing and signed by each of the parties hereto.

7.12

This Agreement may be executed and delivered by the parties in one or more counterparts, each of which when so executed and delivered will be an original and each of which may be delivered by facsimile or functionally equivalent electronic means, and those counterparts will together constitute one and the same instrument.


 

10

IN WITNESS WHEREOF the parties hereto as of the date first above written have executed this Agreement.

 

 

PARAMOUNT GOLD NEVADA CORP.

Per:

/s/ Glen Van Treek

Name:  Glen Van Treek

Title:    President and Director

Per:

 

/s/ Rudi Fronk

Name:  Rudi Fronk

Title:  Chairman of the Board

 

 

SIGNED, SEALED & DELIVERED
In the presence of:

 

 

/s/ Mark D. Goldman

 

/s/ Rachel Goldman

Witness

 

Rachel Goldman

 

 

Exhibit 99.1

 

PARAMOUNT GOLD NEVADA STRENGTHENS EXECUTIVE LEADERSHIP TEAM; APPOINTS RACHEL GOLDMAN AS CEO

 

Winnemucca, Nevada – February 10, 2020 – Paramount Gold Nevada Corp. (NYSE American: PZG) (“Paramount”) (the “Company”) announced today that Rachel Goldman, CDI.D, has joined the Company as Chief Executive Officer and a director. Paramount’s Chairman of the Board, Rudi Fronk, said, “The appointment of Ms. Goldman completes the formation of an Executive Leadership Team with the combined skills the Company needs to play a larger role in the US gold mining industry.” Mr. Fronk is also Chairman and Chief Executive Officer of Seabridge Gold Inc., one of Paramount’s largest shareholders.

 

Paramount has assembled a large base of US gold resources and successfully advanced the highly prospective Grassy Mountain (“Grassy”) gold project in eastern Oregon through Pre-Feasibility and permitting. In mid-2019, the Company received its Conditional Use Permit from Malheur County to operate the underground mine and more recently the Water Appropriation Permit for the mine and processing facility from the Oregon Water Resource Department. “Our next step is to get bigger. We see the potential to grow resources and reserves at our current projects, and when opportunities present themselves, to selectively consolidate and manage smaller gold projects in the US that do not have our established technical, financial expertise and access to capital. Ms. Goldman’s wealth of experience in capital markets and the resource industry rounds out the team,” noted Fronk.

“In effect, we have created a three-person Executive Leadership Team with the ability to build or acquire a larger presence in our industry. The team includes our President and Chief Operating Officer, Glen Van Treek who leads technical services and is responsible for our permitting, exploration and development programs, and our Chief Financial Officer, Carlo Buffone, who is responsible for finance and compliance,” said Fronk. “This team has the capacity to evaluate, finance and execute projects at a time when gold is moving back into a more central role as a protector of private wealth,” added Fronk.

 

Commenting on her appointment, Ms. Goldman stated: “I am thrilled to be joining the team at Paramount which has done an exceptional job of managing the permitting process for Oregon’s first modern gold mine. I look forward to helping the company get the recognition it deserves for what has been accomplished to date, as well as for the tremendous resource potential we have in Nevada, the world’s best mining jurisdiction.”

 

Ms. Goldman brings 20 years of experience in institutional sales, most recently as Managing Director of Institutional Equity Sales for a major Canadian brokerage firm. In this role, she has raised hundreds of millions of dollars primarily for small-cap and natural resource issuers. She has developed close working relationships with more than 100 institutional investors, assisting portfolio managers and

 

 

analysts to invest in resource equities. “We think Rachel’s understanding of how markets analyze and value resource equities will make an important contribution to forming and executing our corporate strategy,” said Fronk.

 

Current Update

Since acquiring Grassy in 2016, Paramount has focused a majority of its resources and efforts on advancing the project, a wholly-owned world class gold deposit in Malheur County in eastern Oregon towards production. The Company has officially submitted its Consolidated Permit Application (“Application”) to the Oregon Department of Geology and Mineral Industries (“DOGAMI”) to enable the Company to build and operate its proposed, high grade underground gold mine. The Application is now being reviewed by the DOGAMI and cooperating agencies for completeness. Under Oregon law, the State has 90 days for the completeness review of the Application. When the Application is deemed complete, the State will issue a notice to proceed with the evaluation stage of the process. The State then has 225 days to review the Application, complete environmental and socio-economic assessments, and issue draft permits. Following issuance of draft permits, the DOGAMI has a maximum of 140 days to complete the public process and issue the final permits.

 

Paramount has received final approval from Malheur County for all the required county permits including the key Conditional Use Permit. At the State level, Paramount has already received the Water Appropriation Permit and acceptance for 19 of the 23 critical baseline data reports, which were included in the Application. “We are very confident that our application reflects a proposed mining operation that is environmentally responsible while offering the rural community of Malheur County substantial socio-economic benefits and much needed economic diversification. To date our mine proposal has received very broad public support within the local community,” said Glen Van Treek, Paramount’s President.

 

As reported in June, Paramount has initiated a NI 43-101 Feasibility Study (“Feasibility Study”) for the Grassy Mountain Project. The Feasibility Study is well underway and being led by Ausenco Engineering Canada Inc. with expected completion in mid-2020. The permits and the Feasibility Study will provide the basis for Paramount to secure project financing for mine construction and operation.

 

To stay informed of future press releases, subscribe to our E-Alerts Program and to learn more about our projects visit the projects section of our website.

 

About Paramount Gold Nevada Corp.

Paramount Gold Nevada Corp. is a U.S. based precious metals exploration and development company. Paramount’s strategy is to create shareholder value through exploring and developing its mineral properties and to realize this value for its shareholders in three ways: by selling its assets to established producers; entering into joint ventures with producers for construction and operation; or constructing and operating mines for its own account.

 

 

 

Paramount owns 100% of the Grassy Mountain Gold Project which consists of approximately 11,000 acres located on private and BLM land in Malheur County, Oregon. The Grassy Mountain Gold Project contains a gold-silver deposit (100% located on private land) for which results of a positive Pre-Feasibility Study have been released and key permitting milestones accomplished.

 

Paramount owns a 100% interest in the Sleeper Gold Project located in Northern Nevada, the world’s premier mining jurisdiction. The Sleeper Gold Project, which includes the former producing Sleeper mine, totals 2,322 unpatented mining claims (approximately 60 square miles or 15,500 hectares). The Sleeper gold project is host to a large gold deposit (over 4 million ounces of mineralized material) and the Company has completed and released a positive Preliminary Economic Assessment.

 

Safe Harbor for Forward-Looking Statements

This release and related documents may include "forward-looking statements" and “forward-looking information” (collectively, “forward-looking statements”) pursuant to applicable United States and Canadian securities laws. Paramount’s future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and other applicable securities laws.  Words such as "believes," "plans," "anticipates," "expects," "estimates" and similar expressions are intended to identify forward-looking statements, although these words may not be present in all forward-looking statements.  Forward-looking statements included in this news release include, without limitation, statements with respect to: statements with respect to future events or future performance; anticipated exploration, development, permitting and other activities on the Grassy Mountain project; the economics of the Grassy Mountain project, including the potential for improving project economics and finding more ore to extend mine life; and mineral reserve and mineral resource estimates. Forward-looking statements are based on the reasonable assumptions, estimates, analyses and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. Management believes that the assumptions and expectations reflected in such forward-looking statements are reasonable. Assumptions have been made regarding, among other things: the conclusions made in the PFS; the quantity and grade of resources included in resource estimates; the accuracy and achievability of projections included in the PFS; Paramount’s ability to carry on exploration and development activities, including construction; the timely receipt of required approvals and permits; the price of silver, gold and other metals; prices for key mining supplies, including labor costs and consumables, remaining consistent with current expectations; work meeting expectations and being consistent with estimates and plant, equipment and processes operating as anticipated. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including, but not limited to: uncertainties involving interpretation of drilling results; environmental matters; the ability to obtain required permitting; equipment breakdown or disruptions; additional financing requirements; the

 

completion of a definitive feasibility study for the Grassy Mountain project; discrepancies between actual and estimated mineral reserves and mineral resources, between actual and estimated development and operating costs and between estimated and actual production; and the other factors described in Paramount’s disclosures as filed with the SEC and the Ontario, British Columbia and Alberta Securities Commissions.

 

Except as required by applicable law, Paramount disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this document.

 

Paramount Gold Nevada Corp.
Rudi Fronk, Chairman of the Board

Christos Theodossiou, Director of Corporate Communications
866-481-2233

Twitter: @ParamountNV