Form 8-K

8-K — Paramount Gold Nevada Corp.

Accession: 0001193125-26-253633

Filed: 2026-06-02

Period: 2026-05-28

CIK: 0001629210

SIC: 1000 (METAL MINING)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — pzg-20260528.htm (Primary)

EX-99.1 (pzg-ex99_1.htm)

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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 28, 2026

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. ☐

Item 7.01 Regulation FD Disclosure.

On May 28, 2026, Paramount Gold Nevada Corp. (the “Company”) issued a press release announcing the results of an updated feasibility study, prepared in accordance with subpart 1300 of Regulation S-K, for its 100%-owned Grassy Mountain Gold Project located in Malheur County, Oregon. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

This report, including Exhibit 99.1, contains forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially. Additional information regarding these risks is set forth in Exhibit 99.1 and in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statement except as required by law.

The information furnished under this Item 7.01, including the referenced exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by reference to such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description

99.1

Press release of Paramount Gold Nevada Corp. dated May 28, 2026.

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.

Date:

June 2, 2026

By:

/s/ Rachel Goldman

Rachel Goldman, Chief Executive Officer

EX-99.1

Filename: pzg-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Paramount Gold Announces Results of Feasibility Study

for the Grassy Mountain Gold Project

After-Tax NPV of $375M and IRR of 39% ($3,600/oz gold)

After-Tax NPV of $609M and IRR of 55% ($4,618/oz gold)

___________________________________________________________

Winnemucca, Nevada – May 28, 2026 – Paramount Gold Nevada Corp. (NYSE American: PZG) (“Paramount” or the “Company”) announced today the results of a Feasibility Study update prepared in accordance with S-K 1300 (the “Study”) for its 100% owned, high-grade Grassy Mountain Gold Project (“Grassy Mountain” or the “Project”) located in Malheur County, Oregon.

The Study updates the Company’s 2022 feasibility study and reflects current metal price assumptions, capital and operating cost estimates, and a revised mine plan. The economic analysis is based on assumed metal prices of $3,600 per ounce of gold and $48 per ounce of silver.

Total recoverable ounces of gold have increased 7% from 361,800 ounces to 385,800 ounces. The revised production schedule extends the Project’s mine life from 7.8 years to 9.3 years. The Study outlines significantly improved project economics, including an after-tax NPV (5%) of $374.7 million, an IRR of 38.9% and a payback period of 2.2 years, representing relative NPV and IRR increases of 228% and 72%, respectively, compared to the 2022 study.

The Study includes sensitivity analysis to higher commodity prices amongst other inputs. Assuming metal prices of $4,618 per ounce of gold and $74 per ounce of silver, the Project's after-tax NPV increases to $608.6 million, with an IRR of 55.4% and a payback period of 1.4 years.

The Project is planned as an underground operation with a relatively small surface footprint. Grassy Mountain received a positive Record of Decision from the Federal Bureau of Land Management along with the final Environmental Impact Statement in January 2026, representing a significant milestone in advancing the project toward a potential construction decision. State permitting is in the final stages, with approval expected in the second half of 2026.

KEY HIGHLIGHTS OF THE UPDATED FEASIBILITY STUDY

All amounts in U.S. dollars.

Project Economics (at base case $3,600 gold price)

•

After-tax NPV (5%): $374.7 million

•

After-tax IRR: 38.9%

•

Payback period: 2.2 years

Project Economics (at upside case $4,618 gold price)

•

After-tax NPV (5%): $608.6 million

•

After-tax IRR: 55.4%

•

Payback period: 1.4 years

Production Profile

•

Average annual gold production: 41,400 ounces

•

Average annual silver production: 51,500 ounces

•

Average gold mill head grade: 0.18 oz/ton (6.06 g/tonne)

•

Average gold recovery: 93%

•

Initial mine life: 9.3 years

Capital and Cost Structure

•

Initial capital expenditures: $189.8 million

•

Sustaining capital: $65.1 million

•

All-in sustaining costs (AISC) net of silver by-product credits: $1,442 per ounce of gold

Includes silver by-product credits based on average annual silver production of 51,500 ounces and an assumed silver price of $48 per ounce

Mineral Reserves and Mineral Resources

•

Proven and Probable gold mineral reserves of 405,000 ounces

•

Measured and Indicated gold mineral resources (inclusive of reserves) of 1.36 million ounces

Rachel Goldman, Chief Executive Officer of Paramount, stated:

“The updated Study allowed us to refine expected development costs and integrate industry-wide inflationary pressures. The strong projected returns at both the base case and upside case highlight Grassy Mountain’s significant leverage to today’s gold price environment and the resulting improvement in project economics. The Study also reflects a larger mineral inventory compared to our 2022 study, further underpinning the Project's long-term potential.

We remain focused on completing the remaining permitting steps to position the Project for a construction decision. Grassy Mountain represents a compelling near-term development opportunity, and we look forward to sharing further updates as we advance toward that milestone.”

The following table summarizes key metrics from the 2022 and 2026 feasibility studies, including an upside case at higher metal prices.

2022 and 2026 Feasibility Study Metrics

2022 FS

($1,750/oz gold)

2026 FS

Base Case

($3,600/oz gold)

2026 FS

Upside Case†

($4,618/oz gold)

Project Economics

After-tax NPV (5%)

$114.1M

$374.7M

$608.6M

PARAMOUNT GOLD NEVADA CORP.

665 Anderson Street, Winnemucca, NV, USA, 89445 T: (844) 488-2233

After-tax IRR

22.5%

38.9%

55.4%

Payback period

3.3 years

2.2 years

1.4 years

Production Profile

Annual gold production

46.6 koz

41.4 koz

Annual silver production

54.5 koz

51.5 koz

Total recovered gold ounces

361.8 koz

385.8 koz

Total recovered silver ounces

424.8 koz

477.2 koz

Initial mine life

7.8 years

9.3 years

Capital and Cost Structure

Initial capital

$136.2M

$189.8M

Sustaining capital

$36.1M

$65.1M

Mining cost

$67.29/ton milled

$140.60/ton milled

Processing cost

$33.92/ton milled

$37.72/ton milled

G&A cost

$16.57/ton milled

$20.65/ton milled

Cash costs net of by-products*

$681/oz

$1,218/oz

$1,202/oz

All-in sustaining costs**

$815/oz

$1,442/oz

$1,425/oz

NOTES:

† Production and capital cost metrics are unchanged across both 2026 price cases.

* Cash costs consist of mining costs, processing costs, mine-level G&A, refining charges and royalties, net of by-product credits

** AISC includes cash costs plus sustaining capital and closure costs, net of silver by-product credits, at the project level. Corporate G&A is not included.

MINERAL RESERVE AND MINERAL RESOURCE ESTIMATES

The 2026 Feasibility Study reflects a larger mineral inventory compared to the 2022 Feasibility Study, with gold reserves of 405,000 ounces, silver reserves of 625,000 ounces, and measured and indicated gold mineral resources (inclusive of reserves) of 1.36 million ounces.

Gold and Silver Mineral Reserve Estimates (US Imperial)

Tons

(‘000s)

Grade (oz/ton Au)

Gold

(‘000 oz)

Grade (oz/ton Ag)

Silver

(‘000 oz)

Proven mineral reserves

299

0.167

0.256

Probable mineral reserves

1,908

0.186

355

0.287

548

Total Proven and Probable reserves

2,207

0.184

405

0.283

625

Gold and Silver Mineral Reserve Estimates (Metric)

PARAMOUNT GOLD NEVADA CORP.

665 Anderson Street, Winnemucca, NV, USA, 89445 T: (844) 488-2233

Tonnes (‘000s)

Grade (g/tonne Au)

Gold

(‘000 oz)

Grade (g/tonne Ag)

Silver

(‘000 oz)

Proven mineral reserves

271

5.72

8.77

Probable mineral reserves

1,731

6.38

355

9.85

548

Total Proven and Probable reserves

2,002

6.29

405

9.70

625

NOTES:

•

Mineral reserves have an effective date of May 15, 2026.

•

Mineral Reserves are reported inside stope designs assuming drift-and-fill mining methods, and an economic net smelter return cutoff grade of $200.64 per ore ton ($221.17 per ore tonne) processed. The economic cut-off grade estimate uses a gold price of $2,750/oz, mining costs of $141.18/ton ($155.62/tonne) processed, surface re-handle costs of $0.22/ton ($0.24/tonne) processed, process costs of $39.09/ton ($43.09/tonne) processed, general and administrative costs of $20.15/ton ($22.21/tonne) processed, and refining costs of $6/oz Au recovered.

•

Metallurgical recovery utilizes the leach recovery schedule discussed in section 10 of the Technical Report Summary.

•

Mineralization that was either not classified or was assigned to Inferred Mineral Resources was set to waste.

•

A 1.5% NSR royalty is payable.

•

Rounding may result in apparent discrepancies between tons (tonnes), grade and contained metal content.

Gold and Silver Mineral Resource Estimates – Exclusive of Mineral Reserves (US Imperial)

Tons

(‘000s)

Grade (oz/ton Au)

Gold

(‘000 oz)

Grade (oz/ton Ag)

Silver

(‘000 oz)

Measured Mineral Resources

33,700

0.015

490

0.061

2,065

Indicated Mineral Resources

21,887

0.021

462

0.081

1,777

Measured + Indicated Mineral Resources

55,587

0.017

952

0.069

3,842

Inferred Mineral Resources

3,779

0.019

0.056

210

Gold and Silver Mineral Resource Estimates – Exclusive of Mineral Reserves (Metric)

Tonnes

(‘000s)

Grade (g/Tonne Au)

Gold

(‘000 oz)

Grade (g/Tonne Ag)

Silver

(‘000 oz)

PARAMOUNT GOLD NEVADA CORP.

665 Anderson Street, Winnemucca, NV, USA, 89445 T: (844) 488-2233

Measured Mineral Resources

30,572

0.50

490

2.10

2,065

Indicated Mineral Resources

19,856

0.72

462

2.78

1,777

Measured + Indicated Mineral Resources

50,428

0.59

952

2.37

3,842

Inferred Mineral Resources

3,428

0.65

1.92

210

NOTES:

•

RESPEC is the qualified person firm responsible for the mineral resources estimate.

•

Mineral resources are comprised of all model blocks at a 0.008 oz/ton AuEq (0.27 g/tonne AuEq) cut-off that lie within an optimized pit plus blocks at a 0.070 oz/ton AuEq (2.40 g/tonne AuEq) cut-off that lie outside of the optimized pit.

•

oz/ton AuEq (gold equivalent grade) = oz/ton Au + (oz/ton Ag ÷ 129).

•

Mineral resources summarized in the table immediately above are reported exclusive of the mineral resources converted to mineral reserves. The Mineral Resource includes inferred mineral resources that are considered too speculative geologically to have modifying factors applied to them that would enable them to be categorized as Mineral Reserves, and there is no certainty that this economic assessment will be realized.

•

Mineral resources potentially amenable to open pit mining methods are reported using a gold price of $3,100/oz, a silver price of $34/oz, a throughput rate of 5,000 tons/day, assumed metallurgical recoveries of 80% for Au and 60% for Ag, mining costs of $3.14/ton ($3.46/tonne) mined, processing costs of $16.33/ton ($18.00/tonne) processed, general and administrative costs of $2.79/ton ($3.08/tonne) processed, and refining costs of $5.00/oz Au and $0.50/oz Ag produced. Mineral resources potentially amenable to underground mining methods are reported using a gold price of $3,100/oz, a silver price of $34/oz, a throughput rate of 5,000 tons/day, assumed metallurgical recoveries of 92.8% gold equivalent, mining costs of $141.18/ton ($155.62/tonne) mined, processing costs of $39.09/ton ($43.09/tonne) processed, general and administrative costs of $20.15/ton ($22.21/tonne) processed, and refining costs of $5.00/oz gold equivalent produced.

•

The effective date of the estimate is February 28, 2026.

•

Rounding may result in apparent discrepancies between tons, grade and contained metal content.

The updated S-K 1300 Technical Report Summary for the Grassy Mountain Gold Project will be available on the Company’s website and be filed with the U.S. Securities and Exchange Commission on Form 8-K and will also be filed with the Company’s next Annual Report on Form 10-K.

Qualified Persons

The updated S-K 1300 Technical Report Summary was prepared by Ausenco Engineering Canada ULC (“Ausenco”) as the lead author, with contributions from independent Qualified Persons from RESPEC Company LLC (“RESPEC”), WSP USA Inc. (“WSP”), SLR International Corporation (“SLR”), and Geotechnical Mine Solutions Inc. (“GMS”).

The scientific and technical information from the technical report summary and contained in this news release has been reviewed and verified by the QPs of Ausenco (processing, infrastructure, costs, financial analysis and overall report coordination), RESPEC (mining, mineral resources and mineral reserves), WSP (tailings storage facility), SLR (reclamation and environmental), and GMS (geotechnical), each of whom is independent of Paramount Gold Nevada Corp. within the meaning of S-K 1300.

PARAMOUNT GOLD NEVADA CORP.

665 Anderson Street, Winnemucca, NV, USA, 89445 T: (844) 488-2233

About Paramount Gold Nevada Corp.

Paramount Gold Nevada Corp. is a U.S.-focused exploration and development company advancing a portfolio of high-quality gold assets. The Company holds a 100% interest in approximately 50,000 acres across its portfolio, including the Grassy Mountain and Sleeper projects.

Grassy Mountain is an advanced-stage development project in Malheur County, Oregon. Sleeper is a past-producing development project in Humboldt County, northern Nevada, one of the world’s premier mining jurisdictions, with a large, highly prospective land position.

About Ausenco

Ausenco is a global engineering, consulting and project delivery firm built for the minerals and metals industry. With three decades of global experience, Ausenco works alongside clients to navigate complex challenges from first study to final closure—across every phase, on five continents. Deeply rooted in the minerals and metals industry, their people combine technical depth, hands-on expertise, and hard-earned insight to deliver practical, forward-thinking solutions that reduce risk and unlock value. (www.ausenco.com).

For further information, please contact:

Rachel Goldman

CEO and Director

rachel@paramountnevada.com

844.488.2233

Investor Relations

IR@paramountnevada.com

844.488.2233

Safe Harbor for Forward-Looking Statements

This release and related documents may include "forward-looking statements" and “forward-looking information” (collectively, “forward-looking statements”) pursuant to applicable United States and Canadian securities laws. Paramount’s future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and other applicable securities laws. Words such as "believes," "plans," "anticipates," "expects," “may,” “continue,” “intend,” "estimates," “potential,” “budget,” “scheduled,” “project,” and similar expressions, or the negatives of, such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved, are intended to identify forward-looking statements, although these words may not be present in all forward-looking statements. Forward-looking statements included in this news release include, without limitation, statements with respect to the timing and success of the permitting of the Grassy Mountain Gold Project and the Sleeper Gold Project, and the anticipated results of the Sleeper Initial Assessment. Forward-looking

PARAMOUNT GOLD NEVADA CORP.

665 Anderson Street, Winnemucca, NV, USA, 89445 T: (844) 488-2233

statements are based on the reasonable assumptions, estimates, analyses and opinions of management made in light of its experience and its perception of trends, current conditions and expected developments, as well as other factors that management believes to be relevant and reasonable in the circumstances at the date that such statements are made, but which may prove to be incorrect. Management believes that the assumptions and expectations reflected in such forward-looking statements are reasonable. Assumptions have been made regarding, among other things: the conclusions made in the feasibility study for the Grassy Mountain Gold Project (the “FS”); the quantity and grade of resources included in resource estimates; the accuracy and achievability of projections included in the FS; Paramount’s ability to carry on exploration and development activities, including construction; the timely receipt of required approvals and permits; the price of silver, gold and other metals; prices for key mining supplies, including labor costs and consumables, remaining consistent with current expectations; work meeting expectations and being consistent with estimates and plant, equipment and processes operating as anticipated. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including, but not limited to: uncertainties involving interpretation of drilling results; environmental matters; the ability to obtain required permitting; equipment breakdown or disruptions; additional financing requirements; the completion of a definitive feasibility study for the Sleeper Gold Project; discrepancies between actual and estimated mineral reserves and mineral resources, between actual and estimated development and operating costs, between actual and estimated timing of production and development, between estimated and actual production; and the other factors described in Paramount’s disclosures as filed with the U.S. Securities and Exchange Commission, and the Ontario, British Columbia and Alberta Securities Commissions.

Please see “Risks Factors” in the Form 10-K filed by Paramount for the fiscal year ended June 30, 2025, for more information regarding risks pertaining to the Company, which is available on EDGAR at www.sec.gov/edgar. Readers are encouraged to carefully review these risk factors as well as the Company’s other filings with the U.S. Securities and Exchange Commission. All forward-looking statements contained in this press release speak only as of the date of this press release or as of the dates specified in such statements. Except as required by applicable law, Paramount disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this document.

PARAMOUNT GOLD NEVADA CORP.

665 Anderson Street, Winnemucca, NV, USA, 89445 T: (844) 488-2233

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration