Item 1.01 Entry into a Material Definitive Agreement
On June 23, 2020, Paramount Gold Nevada Corp. (the “Company”) entered subscription letters with certain institutional investors pursuant to a non-brokered registered direct offering (the “Registered Direct Offering”), and on June 24, 2020, entered into a certain Agency Agreement with Canaccord Genuity Corp. and Cantor Fitzgerald Canada
Corporation (each, an “Agent” and together, the “Agents”), pursuant to which the Company concurrently offered, through the Agents, on a best efforts basis solely in Canada (the “Best Efforts Offering”, and together with
the Registered Direct Offering, the “Offerings”), an aggregate of 4,807,700 shares of the Company’s common stock, par value $0.01 per share, at a per share price of $1.04, for aggregate expected gross proceeds of $5 million.
The Company will pay the Agents a commission of 3.0% (for investors identified by the Company) or 6% (for investors identified by the Agents) of the gross
sales price per share sold through the Agents in the Best Efforts Offering, reimburse their legal fees and disbursements up to approximately $60,000 and provide them with customary indemnification and contribution rights.
The issuance and sale of the shares by the Company pursuant to the Offerings will be made pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-218295) initially filed with the Securities and Exchange Commission (the “Commission”) on May 26, 2017 and declared effective by
the Commission on June 8, 2017 (the “Registration Statement”) The Offerings are described in the Company’s prospectus dated June 8, 2017, as supplemented by a preliminary prospectus supplement dated June 22, 2020, as
filed with the SEC on June 22, 2020. The opinion of the Company’s counsel regarding the validity of the shares to be issued by the Company is filed herewith as Exhibit 5.1.
The closing of the Offerings is subject to satisfaction of customary closing conditions set forth in the Agency Agreement and is expected to occur on or about
June 30, 2020. The representations, warranties and covenants contained in the Agency Agreement were made solely for the benefit of the parties to the Agency Agreement. In addition, such representations, warranties and covenants (i) are
intended as a way of allocating the risk between the parties to the Agency Agreement and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of,
or other investors in, the Company. Accordingly, the Agency Agreement is filed with this report only to provide investors with information regarding the terms of transaction, and not to provide investors with any other factual information regarding
the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Agency Agreement, which subsequent information may or may not be fully reflected in public disclosures
The foregoing description of the Agency Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agency
Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The legal opinion of Duane Morris LLP relating to the validity of the shares of
common stock being offered pursuant the Offerings is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any
shares nor shall there be any sale of such shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.