8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Paramount Gold Nevada Corp.

(Exact name of Registrant as Specified in Its Charter)

(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:

☐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:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 July 1, 2022, the Board of Directors (the "Board") of Paramount Gold Nevada Corp. (the "Company") increased the size of the Board from seven to eight members and appointed Samantha Espley as a director to the Board. It has not yet been determined to which committees of the Board Ms. Espley will be appointed.

As a non-employee director of the Company, Ms. Espley will receive an annual retainer of $15,000 along with equity compensation as determined by the Board of Directors. Effective July 1, 2022, Ms. Espley will be granted 50,000 stock options of the Company at an exercise price of $0.60 per share, which was higher than the closing sales price for our common stock as quoted on the NYSE American LLC stock market on July 1, 2022. The options vest immediately on the grant date and have a term of five years. These arrangements are described under "Compensation of Directors" in the Company's proxy statement filed with the Securities and Exchange Commission on October 26, 2021.

There are no transactions between Ms. Espley and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

The Company's press release announcing the appointment is attached to this Report as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d). Exhibits.

SIGNATURES

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 thereunto duly authorized.

EX-99.1

Exhibit 99.1

Paramount gold STRENGTHENS ITS BOARD OF DIRECTORS WITH THE APPOINTMENT OF SAMANTHA ESPLEY

Winnemucca, Nevada – July 5, 2022 - Paramount Gold Nevada Corp. (NYSE American: PZG) (“Paramount” or the “Company”) announced today that Samantha Espley, P.Eng. has been appointed to its Board of Directors (“Board”) as an independent director.

Ms. Espley is a highly experienced mining engineer with over 30 years of industry experience, currently as a senior executive advisor for Stantec Engineering (Leading Mining Transformation) and recently as a corporate director with Vale, the world’s largest nickel and iron ore producer. Her global experience includes managing operations, geology, and engineering with many industry leaders including Inco, Falconbridge, Dome, Denison-Potacan and Noranda. Ms. Espley is the former President of the Canadian Institute of Mining, Metallurgy and Petroleum (“CIM”), and has remained active in several roles on the Board of Directors of the CIM.

Paramount Chairman, Rudi Fronk, commented on the appointment: “Samantha is joining our board at a critical time as we approach permitting approval for our underground Grassy Mountain gold mine. Her immense experience in building and managing underground mining operations will be an invaluable asset to the Company and strengthens our board significantly as we make the transition to a producer.”

Ms. Espley, a fellow with the Canadian Academy of Engineering, is a professional engineer with a degree from the University of Toronto and a Masters of Applied Science & Engineering, which she received from Laurentian University.

Her professional accolades include the Governor General’s Gold Medal, CIM Distinguished Service Medal and the Women in Mining Trailblazers Award.

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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 joint ventures with producers for construction and operation; or constructing and operating mines for its own account.

Paramount holds a 100% interest in four gold projects: Grassy Mountain, Frost, Sleeper and Bald Peak.

The Grassy Mountain Gold Project consists of approximately 8,200 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 Feasibility Study have been released and key permitting milestones accomplished.

Frost is comprised of 84 unpatented lode claims covering approximately 1,730 acres located 12 miles southwest of the Company’s proposed high-grade, underground Grassy Mountain gold mine in Malheur County, Oregon (“Grassy”).

The Sleeper Gold Project is located in Northern Nevada, the world’s premier mining jurisdiction. The Sleeper Gold Project, including 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. With higher gold prices, Paramount has begun work to update and improve the economics of the Sleeper project.

The newly acquired Bald Peak Project in Nevada, consists of approximately 2,260 acres.

Paramount Gold Nevada Corp. Rachel Goldman, Chief Executive Officer

Christos Theodossiou, Director of Corporate Communications 844-488-2233

Twitter: @ParamountNV