Paramount Gold Nevada Corp.

Certain statements in this Quarterly Report on Form 10-Q (“Form 10-Q”) constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements give the Company's current expectations and forecasts of future events. All statements other than statements of current or historical fact contained in this quarterly report, including statements regarding the Company's future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “plan,” and similar expressions, as they relate to the Company, are intended to identify forward-looking statements. These statements are based on the Company's current plans, and the Company's actual future activities and results of operations may be materially different from those set forth in the forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. Any or all of the forward-looking statements in this quarterly report may turn out to be inaccurate. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs. The forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and assumptions. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Form 10-Q, and in the risk factors on Form 10-K that was filed with the U.S. Securities and Exchange Commission ("SEC") on September 25, 2025. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based.

Cautionary Note to U.S. Investors

We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and applicable Canadian securities laws, and as a result we report our mineral reserves and mineral resources according to two different standards. U.S. reporting requirements, for disclosure of mineral properties, are governed by Item 1300 of Regulation S-K (“S-K 1300”), as issued by the SEC. Canadian reporting requirements for disclosure of mineral properties are governed by National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”), as adopted from the definitions provided by the Canadian Institute of Mining, Metallurgy and Petroleum. Both sets of reporting standards have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported, but the standards embody slightly different approaches and definitions.

In our public filings in the U.S. and Canada and in certain other announcements not filed with the SEC, we disclose proven and probable reserves and measured, indicated and inferred resources, each as defined in S-K 1300. The estimation of measured resources and indicated resources involves greater uncertainty as to their existence and economic feasibility than the estimation of proven and probable reserves, and therefore investors are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into S-K 1300-compliant reserves. The estimation of inferred resources involves far greater uncertainty as to their existence and economic viability than the estimation of other categories of resources, and therefore it cannot be assumed that all or any part of inferred resources will ever be upgraded to a higher category. Therefore, investors are cautioned not to assume that all or any part of inferred resources exist, or that they can be mined legally or economically.

Overview

We are engaged in the business of acquiring, exploring and developing precious metal projects in the United States. Paramount owns advanced stage exploration projects in the states of Nevada and Oregon. We seek to enhance the value of our projects by implementing exploration and engineering programs designed to expand and upgrade known mineralized material to reserves. The following discussion provides an update on our outlook and plan of operations for the foreseeable future. It also analyzes our financial condition and summarizes the results of our operations for the three and nine months ended March 31, 2026 and compares these results to the results of the prior year three and nine months ended March 31, 2025.

Operating Highlights:

For the three and nine months ended March 31, 2026, key highlights include:

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Outlook and Plan of Operation:

As a development stage company, we do not generate cash flow from our operations. Accordingly, we place a strong emphasis on liquidity management and capital allocation. We carefully monitor cash expenditures and seek opportunities to reduce costs where appropriate. We ensure that we maintain sufficient cash on hand to meet our annual land holding costs as the maintenance of mining claims and leases is essential to preserving the value of our mineral property assets.

Comparison of Operating Results for the three and nine months ended March 31, 2026 and 2025

We did not earn any revenue from mining operations for the three and nine months ended March 31, 2026 and 2025.

Net Loss

Our net loss for the three months ended March 31, 2026 was $4,903,148 compared to a net loss of $2,618,307 in the three months ended March 31, 2025. The drivers of the increase in net loss of 87% are fully described below.

Our net loss for the nine months ended March 31, 2026 was $13,654,423 compared to a net loss of $6,221,934 in the nine months ended March 31, 2025. The drivers of the increase in net loss of 119% are fully described below.

The Company expects to incur losses for the foreseeable future as we continue with our planned exploration and development programs.

Expenses

Exploration, Development, Reclamation and Land Holding Costs

For the three months ended March 31, 2026 and 2025, exploration expenses were $1,120,687 and $733,906, respectively. This represents an increase of 53% or $386,781. Expenses related to our exploration or development activities are generally not comparable from period to period as activities will vary based on several factors. At Grassy Mountain, the Company continued with on-going permitting activities with state and federal agencies and qualified persons continued with the update of our 2022 SK -1300 feasibility study. These expenses totaled $1,090,777. At Sleeper, expenses of $29,910 were related to general operations and to the commencement of the Sleeper Initial Assessment under SK-1300.

For the three months ended March 31, 2026 and 2025, reclamation expenses were $49,755 and $14,193, respectively. This represents an increase of 251% or $35,562. The increase in reclamation expenses reflects additional expenses incurred by the Company for on-going monitoring activities and other regulatory reporting for the Sleeper Gold Project.

For the three months ended March 31, 2026 and 2025, land holding costs were $154,308 and $185,408, respectively. The decrease in land holding costs of 17% or $31,100 from the previous period relates to one-time staking cost incurred.

For the nine months ended March 31, 2026 and 2025, exploration expenses were $2,426,592 and $1,506,315, respectively. This represents an increase of 61% or $920,277. Expenses related to our exploration or development activities are generally not comparable from period to period as activities will vary based on several factors. At Grassy Mountain, the Company continued with permitting activities with state and federal permitting agencies and qualified persons continued with the update of our 2022 SK-1300 feasibility study. These expenses totaled $2,352,628. At Sleeper, expenses of $73,964 were related to general operations and the commencement of the Sleeper Initial Assessment under SK-1300.

For the nine months ended March 31, 2026 and 2025, reclamation expenses were $112,646 and $84,550, respectively. This represents an increase of 33% or $28,096. The increase in reclamation expenses reflects the Company completing additional regulatory analysis and reporting for its on-going monitoring activities for the Sleeper Gold Project.

For the nine months ended March 31, 2026 and 2025, land holding costs were $556,224 and $538,362, respectively. The increase in land holding costs of 3% or $17,862 from the previous period relates to the increase in legal costs to maintain our BLM mining claims.

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Salaries and Benefits

For the three month periods ended March 31, 2026 and 2025, salary and benefits were $327,611 and $691,666, respectively. This represents a decrease of 53%. Salary and benefits are comprised of cash and equity based compensation of the Company’s executive and corporate administration teams. The decrease is mainly due to the lower short-term incentive compensation that was recorded in the current period and lower headcount in the current period from the comparable prior year period. Included in the salary and benefits expense amount for the three months ended March 31, 2026 and 2025 was non-cash equity based compensation applicable to executive and administration employees of $108,380 and $232,545, respectively.

For the nine months ended March 31, 2026 and 2025, salary and benefits were $1,057,559 and $1,260,857, respectively. This represents a decrease of 16%. Salary and benefits are comprised of cash and equity based compensation of the Company’s executive and corporate administration teams. The net decrease is due to the lower headcount in the current period from the previous period. Included in the salary and benefits expense amount for the nine months ended March 31, 2026 and 2025 was non-cash equity based compensation applicable to executive and administration employees of $177,778 and $326,452, respectively.

Directors’ Compensation

For the three month periods ended March 31, 2026 and 2025, directors’ compensation expenses were $92,767 and $178,433, respectively. This represents a decrease of 48%. Directors’ compensation consists of cash and stock-based compensation of the Company’s board of directors. The decrease reflects lower equity based compensation recorded in the current quarter compared to the prior year’s comparable period.

For the nine months ended March 31, 2026 and 2025, directors’ compensation expenses were $195,897 and $278,411, respectively. This represents a decrease of 30%. Directors’ compensation consists of cash and stock-based compensation of the Company’s board of directors. The decrease reflects lower equity based compensation recorded in the current nine-month period compared to the prior year’s comparable period.

Professional Fees and General and Administration

For the three months ended March 31, 2026 and 2025, professional fees were $169,273 and $109,901, respectively. This represents an increase of $59,372. The increase was mainly due to legal and advisory fees incurred in the current period that were not incurred in the previous year comparable period. Professional fees include legal, audit, advisory and consultant expenses incurred on corporate and operational activities being performed by the Company on a period-by-period basis.

For the three months ended March 31, 2026 and 2025, general and administration expenses increased by 63% to $385,616 from $237,044 reflecting one-time costs related marketing, additional listing fees and other travel costs.

For the nine months ended March 31, 2026 and 2025, professional fees were $636,643 and $367,132, respectively. This represents an increase of $269,511. The increase was mainly due to legal and advisory fees incurred in the current period that were not incurred in the previous year comparable period. Professional fees include legal, audit, advisory and consultant expenses incurred on corporate and operational activities being performed by the Company on a period-by-period basis.

For the nine months ended March 31, 2026 and 2025, general and administration expenses increased by 44% to $872,235 from $604,305 reflecting one-time costs related marketing, additional listing fees and other travel costs.

Liquidity and Capital Resources

As an exploration and development company, Paramount funds its operations, reclamation activities and discretionary exploration programs with its cash on hand. At March 31, 2026, we had cash and cash equivalents of $12,701,492 compared to $1,351,001 as of June 30, 2025. As of March 31, 2026, we had working capital of approximately $12,482,878. Our plan to manage our liquidity position is described below under Going Concern and Capital Resources.

In May 2020, the Company established an $8.0 million “at the market” equity offering program with Cantor Fitzgerald & Co. ("Cantor") and Canaccord Genuity LLC to proactively increase its financial flexibility. In November 2025, the Company established a new $14.9 million "at the market" offering program with Cantor and A.G.P./Alliance Global Partners. During the nine months ended March 31, 2026, the Company issued 8,785,663 shares under the program for net proceeds of $13,914,027.

The main uses of cash for the nine months ended March 31, 2026 were:

In addition to cash used in operating activities, the Company received cash during the nine months ended March 31, 2026 as follows:

Going Concern and Capital Resources

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The Condensed Consolidated Financial Statements of the Company have been prepared on a “going concern” basis, which means that the continuation of the Company is presumed even though events and conditions exist that, when considered in aggregate, raise substantial doubt about the Company’s ability to continue as a going concern because it is possible that the Company will be required to adversely change its current business plan or may be unable to meet its obligations as they become due within one year after the date that these financial statements were issued.

Paramount expects to continue to incur losses as a result of costs and expenses related to maintaining its properties and general and administrative expenses. Since 2015, the Company has relied on equity financings, debt financings and sale of royalties to fund its operations and the Company expects to rely on these forms of financing to fund operations into the near future.

Paramount’s current business plan requires working capital to fund non-discretionary expenditures for its exploration and development activities on its mineral properties, mineral property holding costs and general and administrative expenses.

We anticipate our twelve-month cash expenditures to be as follows:

We anticipate our twelve-month cash discretionary exploration and development, subject to available cash on hand, as follows:

For any interest that accrues and is owing on the outstanding Debenture, the Company expects to elect to pay the quarterly-annual interest payment in shares of its Common Stock.

Subsequent to May 12, 2026, the Company expects to fund operations as follows:

Historically, we have been successful in accessing capital through equity and debt financing arrangements or by the sale of royalties on our mineral properties, no assurance can be given that additional financing will be available to it in amounts sufficient to meet its needs, or on terms acceptable to the Company. In the event that we are unable to obtain additional capital or financing, our operations, exploration and development activities will be significantly adversely affected. The continuation of the Company as a going concern is dependent on having sufficient capital to maintain our operations. In considering our financing plans, our current working capital position and our ability to reduce operating expenses, the Company believes there is substantial doubt about its ability to continue as a going concern twelve months after the date that our financial statements are issued.

Critical Accounting Policies and Estimates

Management considers the following policies to be most critical in understanding the judgments that are involved in preparing the Company’s consolidated financial statements and the uncertainties that could impact the results of operations, financial condition and cash flows. Our financial statements are affected by the accounting policies used and the estimates and assumptions made by management during their preparation. Management believes the Company’s critical accounting policies are those related to mineral property acquisition costs, exploration and development cost, derivative accounting, warrant liability and foreign currency translation.

Estimates

The Company prepares its consolidated financial statements and notes in conformity to United States Generally Accepted Accounting Principles (“U.S. GAAP”) and requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, management evaluates these estimates, including those related to the adequacy of the Company’s reclamation and environmental obligation, and assessment of impairment of mineral properties. Management bases these estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Mineral property acquisition costs

The Company capitalizes the cost of acquiring mineral properties and will amortize these costs over the useful life of a property following the commencement of production or expense these costs if it is determined that the mineral property has no future economic value or the properties are sold or abandoned. Costs include cash consideration and the fair market value of shares issued on the

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acquisition of mineral properties. Properties acquired under option agreements, whereby payments are made at the sole discretion of the Company, are recorded in the accounts of the specific mineral property at the time the payments are made.

The amounts recorded as mineral properties reflect actual costs incurred to acquire the properties and do not indicate any present or future value of economically recoverable reserves.

Asset Retirement Obligation

The fair value of the Company’s asset retirement obligation (“ARO”) is measured by discounting the expected cash flows using a discount factor that reflects the credit-adjusted risk free rate of interest, while taking into account the inflation rate. The Company prepares estimates of the timing and amounts of expected cash flows and ongoing reclamation expenditures are charged against the ARO as incurred to the extent they relate to the ARO. Significant judgments and estimates are made when estimating the fair value of ARO.

Convertible debt and derivative liabilities

We account for convertible notes with conversion features in accordance with ASC 815, Derivatives and Hedging. The embedded conversion features are assessed to determine whether they meet the criteria for separate accounting as derivatives. If so, they are bifurcated and recorded at fair value with changes in fair value recognized in our Statement of Operations and the remaining value allocated to the convertible notes net the unamortized debt issuance costs. The determination of fair value involves the use of estimates, assumptions, and valuation models, including but not limited to discounted cash flow analysis and option pricing models. These estimates and assumptions may include, but are not limited to, future interest rates, volatility of gold and silver prices, and credit spreads. Changes in these inputs could result in significant adjustments to the fair value of our derivatives and may impact our financial results.

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant's specific terms and applicable authoritative guidance in ASC 480 – Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815-40, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock (“ASC 815-40”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company's own common stock and whether the warrant holders could potentially require net cash settlement in a circumstance outside of the Company's control, among other conditions for equity classification.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance and are not subsequently remeasured. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and at each balance sheet date thereafter. Changes in the fair value of the warrants are recognized as an unrealized gain or loss in Other Expense on the condensed consolidated interim statement of operations.

Off-Balance Sheet Arrangements

We are not currently a party to, or otherwise involved with, any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, or capital resources.

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