Paramount Gold Nevada Corp.

Paramount Gold Nevada Corp. is engaged in the business of acquiring, exploring and developing precious metals projects in the United States of America, owning both exploration and development stage projects in the states of Nevada and Oregon. The mineral exploration industry is highly competitive, with competition from junior and senior mineral exploration companies, independent producers, and institutional and individual investors actively seeking to acquire mineral exploration properties throughout the United States. Competition for the acquisition of mineral exploration properties is intense, with many leases available through competitive bidding, and competitors may have greater technological information, expertise, or financial resources, which could adversely impact the Company's ability to attain necessary financing. The Company does not compete with anyone with respect to its existing mineral claims because they are 100% controlled or owned by it.

The Company's material Nevada property is the Sleeper Gold Project, located in Humboldt County, Nevada, and its material Oregon property is the Grassy Mountain Project, located in Malheur County, Oregon, acquired via a statutory plan of arrangement with Calico in July 2016. The Company believes there are several ways to realize the value of its projects: selling its projects to producers, joint venturing its projects with other companies, or building and operating small mines on its own. The Company enhances the value of its projects by implementing exploration and engineering programs likely to expand and upgrade known mineral resources into mineral reserves, and manages the completion of technical studies including feasibility studies and permitting processes with relevant regulators.

The Company generates revenue through the acquisition, exploration, and development of precious metals projects, with a business model focused on enhancing project value through exploration and engineering programs, completing technical studies, and undertaking permitting processes. The Company's revenue is not derived from ongoing operations but from potential future sale, joint venture, or self-operated mining of its projects. The Company has three active wholly owned direct subsidiaries: New Sleeper Gold LLC and Sleeper Mining Company, LLC, which operate its mining interests in Nevada, and Calico Resources USA Corp., which holds its interest in the Grassy Mountain Project in Oregon.

The Sleeper Gold Project is the Company's material Nevada property, located in Humboldt County, Nevada, and is subject to extensive reclamation activities from previous mine operations, directed by the BLM and the Nevada State Department of Environmental Protection. The Company is responsible for managing reclamation activities including on-going monitoring and reporting, stabilizing, contouring, pond conversions, and re-vegetating activities, conducted in accordance with plans reviewed and approved by both the BLM and NDEP. The Grassy Mountain Project is the Company's material Oregon property, located in Malheur County, Oregon, and the Company is currently in the application phase of the permitting process to obtain state and federal permits to build and operate a mine there.

As of June 30, 2026, the Company employed four full-time employees and two consultants. The Company maintains a comprehensive compensation and benefits program to attract, retain, and reward talented employees. The Company's common stock trades on the NYSE American LLC under the symbol 'PZG.'

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of the shares of common stock on the NYSE American LLC on December 31, 2025, was $80,013,554 ¹. The number of shares of Registrant's Common Stock outstanding as of September 15, 2026 was 86,215,381 ².

The Company's growth strategy is centered on advancing its Sleeper Gold Project and Grassy Mountain Project towards production decisions. For the Sleeper Gold Project, the Company is focused on managing reclamation activities from previous mine operations as directed by the BLM and the Nevada State Department of Environmental Protection, with activities including on-going monitoring and reporting, stabilizing, contouring, pond conversions, and re-vegetating. For the Grassy Mountain Project, the Company is in the application phase of the permitting process to obtain both state and federal permits that will allow it to build and operate a mine, which requires conducting a thorough study to determine baseline conditions, an environmental impact analysis, and proposed mitigation measures.

The Company believes there are several ways to realize the value of its projects: selling its projects to producers, joint venturing its projects with other companies, or building and operating small mines on its own. This strategic flexibility allows the Company to pursue the most advantageous path for each project, whether through a sale, a joint venture, or self-operated mining. The Company's ability to execute this strategy is supported by its belief that it has or can acquire on reasonable terms the equipment, technical expertise, and materials necessary to explore and develop its current properties.

The Company's cost structure is significantly influenced by regulatory compliance and claim maintenance costs. The Company is required to pay annual claim maintenance fees of $200 per claim on or before September 1st at the State Office of the BLM, plus county fees of $12.00 per claim in Nevada and $5.00 per claim in Oregon. For the upcoming 2025-26 year, the total annual payment to maintain claims was $712,728 ³, including $586,364 ⁴ for the Sleeper Gold Project and Other Nevada Claims (2,623 ⁵ claims) and $126,364 ⁶ for the Grassy Mountain Project and Other Oregon Claims (587 ⁷ claims).

The Company's operational outlook is focused on exploration and development activities, with a workforce of four full-time employees and two consultants as of June 30, 2026. The Company ensures it has all necessary regulatory permits to proceed with planned programs when undertaking exploration activities at its material properties. The Company is subject to extensive federal, state, and local laws governing exploration, development, production, mine closure, reclamation, labor standards, taxes, and protection of wildlife, and the costs to comply with these regulations are substantial.

The Company's capital allocation strategy is primarily directed towards exploration and development expenditures, claim maintenance, and permitting activities. The Company does not pay dividends, and its capital is deployed to advance its projects. The Company's ability to fund its operations is dependent on its ability to raise capital, and competition could adversely impact its ability to attain the financing necessary to acquire further mineral exploration properties.

The Company faces significant headwinds and constraints related to the regulatory and permitting environment. The Grassy Mountain Project is in the application phase of the permitting process, which requires thorough studies, environmental impact analysis, and proposed mitigation measures, and future changes to U.S. federal, state, or local laws and regulations could have a material adverse effect on the Company and its results of operations. The Company also faces competition for the acquisition of mineral exploration properties, which could adversely impact its ability to attain financing.

The Company's operations are subject to extensive government regulation, and the costs to comply are substantial. Possible future regulation could cause additional expenditures, restrictions, and delays in the exploration and development of its properties. The Company cannot predict the extent to which future regulations might have an impact, and any future changes to laws and regulations could have a material adverse effect.

The Company's ability to realize value from its projects is subject to the successful completion of technical studies and permitting processes. The Company manages the completion of feasibility studies and undertakes permitting processes with relevant local, state, and federal regulators to further advance its projects towards the production decision. The Company's growth is dependent on its ability to expand and upgrade known mineral resources into mineral reserves.

The Company faces significant risks related to the competitive nature of the mineral exploration industry, where competitors may have greater technological information, expertise, or financial resources, which could adversely impact the Company's ability to attain necessary financing. The Company is subject to extensive federal, state, and local laws governing exploration, development, production, mine closure, reclamation, labor standards, taxes, and protection of wildlife, and the costs to comply are substantial, with possible future regulation causing additional expenditures, restrictions, and delays. The permitting process for the Grassy Mountain Project is complex and requires thorough studies, environmental impact analysis, and proposed mitigation measures, and any failure to obtain permits could delay or prevent the project's development. The Company's ability to realize value from its projects is uncertain, as it depends on successful exploration, engineering, and permitting, and there is no guarantee that mineral resources will be converted into reserves or that projects will become economically viable. The Company's reliance on external financing is a risk, as competition could adversely impact its ability to attain the financing necessary for further exploration and development.

Management's message emphasizes the Company's position as a precious metals exploration and development company with projects in Nevada and Oregon, and its strategy to enhance project value through exploration and engineering programs, technical studies, and permitting. The Company believes there are several ways to realize the value of its projects, including selling them to producers, joint venturing, or building and operating small mines. Management highlights the Company's competitive position, noting that it does not compete with anyone with respect to its existing mineral claims because they are 100% controlled or owned by it. The Company's strategic priorities are advancing the Sleeper Gold Project and Grassy Mountain Project, with a focus on reclamation at Sleeper and permitting at Grassy Mountain.