UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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.
The information required by Item 1.01 is included in Item 2.03 below and is incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On December 9, 2022, Paramount Gold Nevada Corp. (the “Company”) issued a Bridge Promissory Note (the “Note”) to Seabridge Gold, Inc. (“Seabridge”), an entity affiliated with the Chairman of our Board of Directors, Rudi Fronk, and an owner of approximately 6.5% of our outstanding common stock, pursuant to which the Company may borrow, in one or more advances, the principal amount of up to $1,500,000 (the “Loan”). The Loan bears interest at a per annum rate of 12%, payable upon maturity or prepayment, and matures on September 30, 2023. The Company has the right to prepay the Loan, in whole or in part, at any time without penalty.
The Note contains customary representations and covenants, as well as events of default, which, if uncured, entitle Seabridge to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the Note.
The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to complete text of the Note, a copy of which is filed hereto as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
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Description |
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10.1 |
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Bridge Promissory Note dated December 9, 2022 by the Company in favor of Seabridge Gold, Inc. |
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104 |
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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.
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Paramount Gold Nevada Corp. |
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Date: |
December 9, 2022 |
By: |
/s/ Carlo Buffone |
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Carlo Buffone, Chief Financial Officer |