As filed with the Securities and Exchange Commission on May 20, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
PARAMOUNT GOLD NEVADA CORP.
(Exact name of registrant as specified in its charter)
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Nevada
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1000
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98-0138393
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(State of Incorporation)
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(Primary Standard Industrial
Classification Code Number)
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(IRS Employer
Identification No.)
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665 Anderson Street
Winnemucca, NV 89445
(775) 625-3600
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Carlo Buffone
Chief
Financial Officer
Paramount Gold Nevada Corp.
665 Anderson Street
Winnemucca, NV 89445
(775) 625-3600
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
James
T. Seery
Duane Morris LLP
One Riverfront Plaza
1037 Raymond Boulevard, Suite 1800
Newark, NJ 07102-5429
(973) 424-2000
Approximate
date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the
following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous
basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check
the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (File
No. 333-218295)
If this Form is a post-effective amendment filed pursuant
to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large Accelerated Filer
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☐
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Accelerated Filer
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☐
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Non-Accelerated Filer
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☐
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Smaller Reporting Company
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☒
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Emerging Growth Company
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☒
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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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of Each Class of
Securities to be Registered(1)
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Proposed
Maximum
Aggregate
Offering Price(2)(3)
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Amount of
Registration Fee
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Common Stock
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$1,414,400
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$183.59
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(1)
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In accordance with Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”),
an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the maximum aggregate offering price of the securities which remain eligible to be sold under the registrant’s Registration Statement
on Form S-3 (File No. 333-218295) is hereby registered. The registrant’s Registration Statement on Form S-3 (File No. 333-218295) registered up to a maximum aggregate offering price of $12,000,000, of which $7,072,000 remains eligible to be sold.
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(2)
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Pursuant to this registration statement, the registrant is registering an additional indeterminate amount of
common stock with an aggregate offering price not to exceed $1,414,400.
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(3)
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Calculated pursuant to Rule 457(o) under the Securities Act.
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Pursuant to Rule 462(b) under the Securities Act, this Registration Statement shall become effective upon filing with the Securities and Exchange
Commission.
EXPLANATORY NOTE AND
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement on Form S-3 is being filed pursuant to Rule 462(b) and General Instruction
IV.A of Form S-3, both promulgated under the Securities Act (this “Rule 462(b) Registration Statement”), for the sole purpose of increasing the aggregate dollar amount of securities registered under
the Registration Statement on Form S-3 (Registration
No. 333-218295) filed by Paramount Gold Nevada Corp., a Nevada corporation, with the Securities and Exchange Commission (the “Commission”) on May 26, 2017, and declared effective by the
Commission on June 8, 2017 (the “Initial Registration Statement”), by $1,414,400. Pursuant to Rule 462(b) under the Securities Act, the contents of the Initial Registration Statement, including each of the documents filed by the
registrant and incorporated or deemed to be incorporated by reference therein and all exhibits thereto, are hereby incorporated by reference herein.
The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith. Pursuant to Rule 462(b) under the
Securities Act, this Rule 462(b) Registration Statement is to be effective upon filing with the Commission.