UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

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 ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~earliest ofevent ~~1934~~reported): December 12, 2024

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~~	001-36908	98-0138393
(State or Other Jurisdictionof Incorporation)	~~(CommissionFile Number)~~	(Commission File Number)	(IRS EmployerIdentification No.)
665 Anderson Street
Winnemucca, Nevada			89445
(Address of Principal Executive Offices)			(Zip Code)

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		TradingSymbol(s)		Name of each ~~exchangeon~~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. ☐

Item 5.0207 ~~Departure~~Submission of ~~Directors~~Matters orto ~~Certain~~a ~~Officers;~~Vote ~~Election~~ of ~~Directors;~~Security ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Holders.

OnThe ~~May 21, 2024, Paramount Gold Nevada Corp. (the “~~Company”) ~~entered~~held ~~into~~its ~~Amendment~~annual ~~No.1~~stockholder tomeeting ~~Employment~~on ~~Agreement~~December ~~with Rachel Goldman~~12, ~~its~~2024. Of ~~Chief~~the ~~Executive Officer~~66, ~~providing for (i) an increase in annual base salary to $240~~058,~~000~~111 ~~and~~shares ~~(ii) to~~outstanding ~~modify the compensation payable upon a Change of Control (as defined therein)~~ and ~~subsequent~~entitled ~~termination, from a minimum of twelve months up~~ to avote ~~maximum~~at ofthe ~~twenty-four months of salary~~meeting, ~~to a fixed amount of twenty-four months of salary~~37,451,869 toshares ~~conform with the terms~~ of ~~the~~common ~~employment~~stock ~~agreements~~or ~~with~~57% ~~the~~were ~~other senior executives of the Company~~voted.

OnAt ~~May 21, 2024,~~ the ~~Company~~annual ~~entered~~stockholder ~~into~~meeting, ~~Amendment~~the ~~No.2~~stockholders toof ~~Employment~~the ~~Agreement~~Company ~~with~~were ~~Glen~~asked ~~Van~~to ~~Treek,~~consider ~~its~~and ~~President~~vote ~~and~~on ~~Chief~~two ~~Operating~~proposals. The ~~Officer,~~election ~~providing~~results for aneach ~~increase~~proposal inwere ~~annual~~as ~~base salary to $225,000.~~ follows:

OnProposal ~~May 21,~~#1: ~~2024,~~Election ~~the~~of ~~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.~~ Directors

The ~~foregoing~~stockholders ~~description~~elected of the ~~material~~following ~~terms~~eight ofindividuals ~~the foregoing amended employment agreements does not purport~~ to ~~be complete and is qualified in its entirety by reference to~~ the ~~relevant~~Company’s ~~exhibits.~~Board ~~A copy~~ of ~~the~~Directors ~~amended employment agreements~~ for ~~Ms. Goldman,~~a ~~Mr. Van~~one-year ~~Treek~~term ~~and~~expiring ~~Mr. Buffone~~at ~~are~~the ~~attached~~2025 asAnnual ~~Exhibits~~General 10Meeting.1, The ~~10.2~~voting ~~and~~results ~~10.3~~were ~~respectively.~~as follows:



	For	Withheld	Broker Non-Votes	Approval Percentage (1)
Rudi Fronk	20,922,263	2,803,192	13,726,414	88.18%
Glen Van Treek	23,348,072	377,554	13,726,414	98.41%
Rachel Goldman	22,983,121	742,505	13,726,414	96.87%
Christopher Reynolds	23,359,724	365,902	13,726,414	98.46%
Eliseo Gonzalez-Urien	21,915,846	1,809,780	13,726,414	92.37%
John Carden	21,768,235	1,955,542	13,726,414	91.76%
Pierre Pelletier	23,350,777	374,849	13,726,414	98.42%
Samantha Espley	23,366,487	359,139	13,726,414	98.49%

Proposal #2: Ratification of Appointment of Independent Registered Public Accounting Firm

The stockholders ratified the appointment of Moss Adams LLP as the Company’s independent registered public accountants for the year ended June 30, 2025. The voting results were as follows:


For	Against	Abstain	Broker Non-Votes	Approval Percentage (1)
37,141,115	141,208	169,546	0	99.17%

(1) Percentage of votes cast for the nominee or proposal.

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).

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.

Paramount Gold Nevada Corp.

Date: May 24, 2024

/s/ Carlo Buffone

December 16, 2024

/s/ Carlo Buffone

Carlo Buffone Chief Financial Officer

Carlo Buffone, Chief Financial Officer

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