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 1.01 Entry into a Material Definitive Agreement.

Effective as of September 15, 2023, Paramount Gold Nevada Corp. (“Paramount”, “we”, or the “Company”) entered into Amendment No. 1 (the “Amendment”) to its outstanding Bridge Promissory Note (the ”Bridge Note”), with Seabridge Gold Inc. The Amendment modifies the definition of “Maturity Date” of the Bridge Note to be the earlier of (i) November 30, 2023, (ii) the date of funding of the transaction contemplated by that certain non-binding term sheet by and between the Company and Sprott Resource and Streaming Royalty Corp or (iii) the date on which all amounts under the Note shall otherwise become due and payable. The Amendment also modifies the definition of “Applicable Rate” of the Note to be (i) 12.0% per annum, to and including September 30, 2023, and (ii) 13.0% per annum, on and after October 1, 2023.

The form of the Note is filed as Exhibit 10.1 to our Current Report on Form 8-K filed on December 9, 2022. The summary of the terms of the documents contained herein is subject to, and qualified in its entirety by, such documents, which are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.

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 hereunto duly authorized.