Paramount Gold Nevada Completes a $5.34 Million Private Placement of Convertible Notes
September 10 2019 - 7:00AM
Paramount Gold Nevada Corp. (NYSE American: PZG) ("Paramount” or
“the Company”) announced today that it has received binding
commitments for a non-brokered private placement of secured
convertible notes totaling $5,343,000. Subscribers include an
investment fund affiliate of Sprott Inc., Seabridge Gold Inc. and
Paramount director Rudi Fronk.
Paramount Gold President and CEO, Glen Van Treek commented,
“This financing enables us to complete and submit the Grassy
Mountain permit applications to the Oregon Department of Geology
and Mineral Industries and the federal Bureau of Land Management,
continue to advance the project’s Feasibility Study and drill the
highly prospective gold exploration targets surrounding Grassy
Mountain including the priority Frost property. These targets are
located in close proximity to the proposed Grassy mill site and
have the potential to extend mine life.”
Each convertible note has an issue price of $975 per $1,000 face
amount with a four year maturity. The convertible notes will bear
interest at a rate of 7.5% per annum, payable semi-annually. The
principal amount of the convertible notes will be convertible at a
price of $1.00 per share of Paramount common stock representing a
25% premium to the closing trading price of Paramount common stock
immediately preceding this announcement. At any point after the
second anniversary of the issuance of the convertible notes,
Paramount may force conversion if the share price remains above
$1.75 for 20 consecutive trading days. The convertible notes are
secured by a lien on all assets of the Company.
The securities to be sold in this private placement have not
been registered under the U.S. Securities Act of 1933, as amended
(the "Securities Act"), or applicable state securities laws, and
accordingly may not be offered or sold in the United States except
pursuant to an effective registration statement or an applicable
exemption from the registration requirements of the Securities Act
and such applicable state securities laws. Paramount has agreed to
file a registration statement with the Securities and Exchange
Commission registering the resale of the shares of common stock
underlying the convertible notes issued in this private
placement.
This release does not constitute an offer to sell or the
solicitation of an offer to buy the securities, nor shall there be
any sale of the securities in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of such state. Any offering
of the securities under the resale registration statement will only
be by means of a prospectus.
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 preliminary
feasibility study, or PFS, have been released and key permitting
milestones accomplished (see press release dated May 24, 2018).
Additionally, Paramount owns a 100% interest in the Sleeper Gold
Project located in northern Nevada. 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).
Safe Harbor for Forward-Looking StatementsThis
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: production estimates and
assumptions, including production rate and grade per tonne;
revenue, cash flow and cost estimates and assumptions; 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 press release.
Paramount Gold Nevada Corp. Glen Van Treek, President,
CEO and DirectorChristos Theodossiou, Director of
Corporate
Communications866-481-2233Twitter:
@ParamountNV
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