Form 8-K - Current report

false 0001629210 0001629210 2024-05-21 2024-05-21

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 21, 2024

 

 

Paramount Gold Nevada Corp.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Nevada		001-36908		98-0138393
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

665 Anderson Street
Winnemucca, Nevada		89445
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 775 625-3600

(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:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 Par Value Per Share		PZG		NYSE American LLC

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. ☐

 

 

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 21, 2024, Paramount Gold Nevada Corp. (the “Company”) entered into Amendment No.1 to Employment Agreement with Rachel Goldman, its Chief Executive Officer, providing for (i) an increase in annual base salary to $240,000 and (ii) to modify the compensation payable upon a Change of Control (as defined therein) and subsequent termination, from a minimum of twelve months up to a maximum of twenty-four months of salary, to a fixed amount of twenty-four months of salary, to conform with the terms of the employment agreements with the other senior executives of the Company.

On May 21, 2024, the Company entered into Amendment No.2 to Employment Agreement with Glen Van Treek, its President and Chief Operating Officer, providing for an increase in annual base salary to $225,000.

On May 21, 2024, the Company entered into Amendment No. 2 to Employment Agreement with Carlo Buffone, its Chief Financial Officer, providing for an increase in annual base salary to $210,000.

The foregoing description of the material terms of the foregoing amended employment agreements does not purport to be complete and is qualified in its entirety by reference to the relevant exhibits. A copy of the amended employment agreements for Ms. Goldman, Mr. Van Treek and Mr. Buffone are attached as Exhibits 10.1, 10.2 and 10.3 respectively.

Item 9.01 Financial Statements and Exhibits.

 

Exhibit Number		Description
10.1		Amendment No. 1 to Employment Agreement with Rachel Goldman dated May 21, 2024
10.2		Amendment No. 2 to Employment Agreement with Glen Van Treek dated May 21, 2024
10.3		Amendment No. 2 to Employment Agreement with Carlo Buffone dated May 21, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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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.

 

						PARAMOUNT GOLD NEVADA CORP.
Date: May 24, 2024				By:		/s/ Carlo Buffone
						Carlo Buffone Chief Financial Officer

Exhibit 10.1

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is dated for reference May 21, 2024.

BETWEEN:

PARAMOUNT GOLD NEVADA CORP.,

a Corporation formed under the

laws of the State of Nevada,

USA (the “Corporation”)

OF THE FIRST PART

AND:

Rachel Goldman

of the City of Montreal,

Quebec, (the “Employee”)

OF THE SECOND PART

(hereinafter collectively referred to as the “Parties”)

WHEREAS:

 

A.	The parties hereto are parties to that certain Employment Agreement dated for reference February 6, 2020 (the “Employment Agreement”).

 

B.	The Parties now desire to amend the Employment Agreement in certain particulars.

 

C.	Capitalized terms used but not defined herein shall have the meaning given to them in the Employment Agreement.

NOW, THEREFORE, in the consideration of, and in reliance on, the premises, representations, warranties, covenants and agreements set forth in this Amendment, the parties hereto hereby agree as follows:

 

1.	Amendments

Section 3.1(a) of the Employment Agreement shall hereby be deleted in its entirety and replaced with the following:

“The monthly fees payable to the Employee for her services hereunder shall be Twenty Thousand and 00/100 Dollars ($20,000.00 USD) per month being Two Hundred Forty Thousand Dollars ($240,000 USD) per year, retroactive to and commencing on February 1, 2024, exclusive of bonuses, benefits and other compensation and subject to annual review and increase as determined by the Employee and the Corporation acting reasonably.”

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Section 5.2(c)(ii) of the Employment Agreement shall hereby be deleted in its entirety and replaced with the following:

“An amount equal to a notice period of twenty-four (24) months, based on the annual salary then in effect plus an amount for annual bonus that is calculated as the average of the actual bonus paid by the Corporation, if any, in the prior two (2) years; and;”

 

2.	Further Assurance

Each of the parties to this Amendment shall from time to time and at all times do all such further acts and execute and deliver all further deeds and documents as shall be reasonably required in order fully to perform and carry out the true meaning and intent of the Employment Agreement, as amended by this Amendment.

 

3.	Entire Agreement

The parties hereto acknowledge that they have expressed in the Employment Agreement, as amended by this Amendment, the entire understanding and obligation of the Employment Agreement, as amended by this Amendment, and it is expressly understood and agreed that no implied covenant, condition, term or reservation, shall be read into the Employment Agreement, as amended by this Amendment, relating to or concerning any matter or operation provided for therein or herein.

 

4.	Counterparts

This Amendment may be executed in several counterparts (including by facsimile), each of which when so executed shall be deemed to be an original and shall have the same force and effects as an original, such counterparts together shall constitute one and the same instrument.

(balance of this page deliberately left empty)

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IN WITNESS WHEREOF the parties hereto have duly executed this Amendment effective as of the date first above written.

 

PARAMOUNT GOLD NEVADA CORP.

/s/ Rudi Fronk

Name: Rudi Fronk

Title: Chairman of the Board and Chairman of the Compensation Committee

RACHEL GOLDMAN

/s/ Rachel Goldman

Exhibit 10.2

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (this “Amendment”) is dated for reference May 21, 2024.

BETWEEN:

PARAMOUNT GOLD NEVADA CORP.,

a Corporation formed under the

laws of the State of Nevada,

USA (the “Corporation”)

OF THE FIRST PART

AND:

Glen Van Treek

of the City of Santiago,

Chile, (the “Employee”)

OF THE SECOND PART

(hereinafter collectively referred to as the “Parties”)

WHEREAS:

 

A.	The parties hereto are parties to that certain Employment Agreement dated for reference October 26, 2015 (as amended to date, the “Employment Agreement”).

 

B.	The Parties now desire to amend the Employment Agreement in certain particulars.

 

C.	Capitalized terms used but not defined herein shall have the meaning given to them in the Employment Agreement.

NOW, THEREFORE, in the consideration of, and in reliance on, the premises, representations, warranties, covenants and agreements set forth in this Amendment, the parties hereto hereby agree as follows:

 

1.

Amendment

Section 3.1(a) of the Employment Agreement shall hereby be deleted in its entirety and replaced with the following: “The monthly fees payable to the Employee for his services hereunder shall be Eighteen Thousand Seven Hundred Fifty Dollars ($18,750 USD) per month being Two Hundred Twenty Five Thousand Dollars ($225,000 USD) per year, retroactive to and commencing on February 1, 2024, exclusive of bonuses, benefits and other compensation and subject to annual review and increase as determined by the Employee and the Corporation acting reasonably.”

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2.	Further Assurance

Each of the parties to this Amendment shall from time to time and at all times do all such further acts and execute and deliver all further deeds and documents as shall be reasonably required in order fully to perform and carry out the true meaning and intent of the Employment Agreement, as amended by this Amendment.

 

3.	Entire Agreement

The parties hereto acknowledge that they have expressed in the Employment Agreement, as amended by this Amendment, the entire understanding and obligation of the Employment Agreement, as amended by this Amendment, and it is expressly understood and agreed that no implied covenant, condition, term or reservation, shall be read into the Employment Agreement, as amended by this Amendment, relating to or concerning any matter or operation provided for therein or herein.

 

4.	Counterparts

This Amendment may be executed in several counterparts (including by facsimile), each of which when so executed shall be deemed to be an original and shall have the same force and effects as an original, such counterparts together shall constitute one and the same instrument.

(balance of this page deliberately left empty)

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IN WITNESS WHEREOF the parties hereto have duly executed this Amendment effective as of the date first above written.

 

PARAMOUNT GOLD NEVADA CORP.

/s/ Rudi Fronk

Name: Rudi Fronk

Title: Chairman of the Board and Chairman of the Compensation Committee

GLEN VAN TREEK

/s/ Glen Van Treek

Exhibit 10.3

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (this “Amendment”) is dated for reference May 21, 2024.

BETWEEN:

PARAMOUNT GOLD NEVADA CORP.,

a Corporation formed under the laws of

the State of Nevada, USA

(the “Corporation”) 

OF THE FIRST PART

AND:

Carlo Buffone

of the City of Ottawa, Canada

(the “Employee”)

OF THE SECOND PART

(hereinafter collectively referred to as the “Parties”)

WHEREAS:

 

A.

The parties hereto are parties to that certain Employment Agreement dated for reference October 26, 2015 (as amended to date, the “Employment Agreement”).

 

B.

The Parties now desire to amend the Employment Agreement in certain particulars.

 

C.

Capitalized terms used but not defined herein shall have the meaning given to them in the Employment Agreement.

NOW, THEREFORE, in the consideration of, and in reliance on, the premises, representations, warranties, covenants and agreements set forth in this Amendment, the parties hereto hereby agree as follows:

 

1.

Amendment

Section 3.1(a) of the Employment Agreement shall hereby be deleted in its entirety and replaced with the following:

“The monthly fees payable to the Employee for his services hereunder shall be Seventeen Thousand Five Hundred and 00/100 Dollars ($17,500 USD) per month being Two Hundred Ten Thousand Dollars ($210,000 USD) per year, retroactive to and commencing on February 1, 2024, exclusive of bonuses, benefits and other compensation and subject to annual review and increase as determined by the Employee and the Corporation acting reasonably.”

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2.	Further Assurance

Each of the parties to this Amendment shall from time to time and at all times do all such further acts and execute and deliver all further deeds and documents as shall be reasonably required in order fully to perform and carry out the true meaning and intent of the Employment Agreement, as amended by this Amendment.

 

3.	Entire Agreement

The parties hereto acknowledge that they have expressed in the Employment Agreement, as amended by this Amendment, the entire understanding and obligation of the Employment Agreement, as amended by this Amendment, and it is expressly understood and agreed that no implied covenant, condition, term or reservation, shall be read into the Employment Agreement, as amended by this Amendment, relating to or concerning any matter or operation provided for therein or herein.

 

4.	Counterparts

This Amendment may be executed in several counterparts (including by facsimile), each of which when so executed shall be deemed to be an original and shall have the same force and effects as an original, such counterparts together shall constitute one and the same instrument.

(balance of this page deliberately left empty)

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IN WITNESS WHEREOF the parties hereto have duly executed this Amendment effective as of the date first above written.

 

PARAMOUNT GOLD NEVADA CORP.

/s/ Rudi Fronk

Name: Rudi Fronk

Title: Chairman of the Board and Chairman of the Compensation Committee

CARLO BUFFONE

/s/ Carlo Buffone

Document and Entity Information	May 21, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001629210
Document Type	8-K
Document Period End Date	May 21, 2024
Entity Registrant Name	Paramount Gold Nevada Corp.
Entity Incorporation State Country Code	NV
Entity File Number	001-36908
Entity Tax Identification Number	98-0138393
Entity Address, Address Line One	665 Anderson Street
Entity Address, City or Town	Winnemucca
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89445
City Area Code	775
Local Phone Number	625-3600
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.01 Par Value Per Share
Trading Symbol	PZG
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false

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