PZG 10-K & 10-Q changes, risk factors and insider trading

We have incurred significant losses since our inception and expect to continue to incur losses as a result of costs and expenses related to maintaining our properties and general and administrative expenses. As of June 30, 2025,2026, we had cash of approximately $1.4$9.9 million and an accumulated deficit of approximately $91.4$107 million. As a result of our evaluation of the Company’s liquidity for the next twelve months, we have included a discussion about our ability to continue as a going concern in our consolidated financial statements, and our independent auditor’s report for the year ended June 30, 20252026 includes an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” Our capital needs have, in recent years, been funded through sales of our debt and equity securities, including debt convertible into royalty interests. In the event that we are unable to raise sufficient additional funds, we may be required to delay, reduce or severely curtail our operations or otherwise impede our on-going business efforts, which could have a material adverse effect on our business, operating results, financial condition, long-term prospects and ability to continue as a viable business.

As of June 30, 2025,2026, we have $15 million in outstanding indebtedness in the form of a convertible debenture. Our ability to repay the outstanding debt on at maturity will depend on the Company having sufficient cash on hand. We could face substantial liquidity problems and could be forced to reduce or delay investments and capital expenditures, dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance our indebtedness. We cannot predict whether we would be able to refinance debt, issue equity or debt securities or dispose of assets to raise funds on a timely basis or on satisfactory terms. In a rising interest rate environment, the costs of borrowing additional funds or refinancing outstanding indebtedness would also be expected to increase. We may not be able to obtain proceeds in an amount sufficient to meet any debt service obligations when due.

During the fiscal year-ended June 30, 2025,2026, the Company continued with its permitting at its Grassy Mountain Project.Project and technical review at Sleeper. Highlights include:

The StateBLM ofreleased Oregon'sits Technical Review Team ("TRT") approved the completion of thedraft Environmental EvaluationImpact Statement (“EEDEIS”) for the Grassy Mountain gold project.

For the year ended June 30, 2025,2026, exploration and development expenses were $2,603,457$3,567,816 compared to $2,061,618$2,603,457 in the prior year. This represents an increase of 26%37% or $541,839$964,359 which was mainly due to the Company focusing on permitting activities at Grassy Mountain. 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. Permitting activities at the state level resulted in the Company receiving the draft permit package from the State of Oregon in December 2025 and in January 2026, receiving the federal approval through issuance of the ROD and completion of the EEFederal andEnvironmental theImpact commencementStatement. of draft permit writing. At the federal level, activity accelerated in the second half as the BLM preparedSubsequent to publishreceiving the draft EISpermits package and federal approval, the Company continued to work with the various state agencies towards final permits and with federal agencies as required. These project related expenses at Grassy totaled $3,132,602 for the Grassyyear Mountainended Project.June These30, expenses totaled $2,339,283.2026. At Sleeper, exploration activities included completing the 2026 Sleeper IA, various activities including general site maintenance and activities to keep the mining claims in good standing. Total exploration expenses at Sleeper were $264,174.$435,214 for the year ended June 30, 2026.

For the year ended June 30, 2025,2026, reclamation expenses at the Sleeper Gold Project were $200,950$171,909 compared to $2,605,799$200,950 in the prior year. This represents a decrease of 92%14% or $2,404,849.$29,041. AThe significantdecrease amount of thesein reclamation expenses inwas theprimarily previous year were relatedattributable to the CompanyCompany's completingcontinued the conversion of several historical collection ponds at the past producing mine siteefforts to E-Cellimprove conversionand ponds.streamline its ongoing monitoring and compliance activities, resulting in greater operational efficiencies and lower associated costs.

For the year ended June 30, 2025,2026, land holding costs increased by $95,622$21,488 or by 15%3% from the prior year of $647,497$743,119 to $743,119.$764,607. The 3% increase iswas not considered significant and was primarily relatedattributable to thenormal increaseinflationary increases in holdingadministrative costs per claim enacted by the BLM commencing in September 2024.costs.

For the year ended June 30, 2025,2026, salary and benefits were $1,640,394$1,355,560 compared to $1,505,912$1,640,394 in the prior year. This represents ana increasedecrease of 9%17% or $134,482.$284,834. Salary and benefits are comprised of cash and stock-based compensation of the Company’s executive and corporate administration teams. The increasedecrease reflectsin employee compensation expense was primarily driven by lower cashsalary bonusesand netted against higher equity basedstock-based compensation recordedcosts resulting from reduced headcount, partially offset by an increase in theemployee currentshort yearterm comparedincentive to the previous comparable year.expenses. Included in the salary and benefits expense amount for the yearyears ended June 30, 20252026 and 20242025 was non-cash stock based compensation of $387,052$265,952 and $168,471$387,052 respectively.

For the year ended June 30, 2025,2026, directors’ compensation of $320,848$276,764 increaseddecreased from $199,590$320,848 from the prior year ended June 30, 2024.2025. The increasedecrease of 61%14% or $121,258$44,084 is due to higherlower equity based compensation recorded in the current year-ended June 30, 2025.2026.

For the year ended June 30, 2025,2026, professional fees were $446,723$745,287 compared to $337,628$446,723 in the prior year. This represents an increase of 32%67% or $109,095.$298,564. The increase was mainlyprimarily due to consultinghigher audit and quarterly review fees, increased legal expenses associated with corporate activities, and higher advisory fees to support ongoing strategic and legaloperational fees incurred in the current period that were not incurred in the previous year comparable period.initiatives. Professional fees included audit, legal, advisory and consultant expenses incurred on corporate and operational activities on a period-by-period basis.

For the year ended June 30, 2025,2026, general and administration expenses increased by 11%58% to $774,615$1,222,166 from $696,210$774,615 in the prior year. The increase in general and administrationadministrative expenses from the previous year’s comparable period was mainlyprimarily dueattributable to higher insurance, travel and investor relations costs.and stock exchange listing costs, together with increases across several other administrative expense categories, none of which were individually significant.

Cash received from equityfinancings financingsusing the ATM and prefunded warrants of $2,356,709.$15,914,027.

$2.7$5.7 million on corporate,corporate costs, completion of Grassy permitting activities, land claim maintenance and general expenses For discretionary exploration and development, subject to available cash on hand and additional share issuances, we are budgeting the following amounts:

$2.0$1.1 million to completedrill water wells to support mine production and monitoring at the stateGrassy Mountain Project $1.6 million to drill the previous mine operations heap leach pads at the Sleeper Project $2.5 million to initiate and federalprocure permittinglong processlead materials for the power line construction at the Grassy Mountain Project For the planned reclamation activities required by state and federal regulators at Sleeper, the Company expects that these expenditures will be reimbursed by insurance proceeds. For any interest that accrues and is owing on the outstanding Debenture, the Company expects to elect to pay the quarterly interest payment in shares of its Common Stock.

The Company prepares its consolidated financial statements and notes in conformity towith United States Generally Accepted Accounting Principles (“U.S. GAAP”), andwhich requires management to make estimates and assumptions that affect the reported amountamounts 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,obligations, andthe assessment of impairment of mineral properties. Management bases these estimates on historical experienceproperties, 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 carryingfair value of assetswarrant and liabilitiesderivative that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.liabilities.

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 reduced or 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 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.

We account for the royalty convertible debenture in accordance with Accounting Standards Codification ("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 royalty convertible debenture net of 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 and changes in these inputs could result in significant adjustments to the fair value of our derivatives and may impact our financial results. The fair value of the Company’s derivative liability is estimated using a Monte Carlo simulation, which incorporates assumptions that require management judgment. Changes in these assumptions could materially affect the estimated fair value of the derivative liability.

We are a company engaged in the business of acquiring, exploring and developing precious metal projects in the United States of America.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 that have the goaldesigned to expand and upgrade known mineralized material to reserves. The following discussion updatesprovides 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 sixnine months ended DecemberMarch 31, 20252026 and compares these results to the results of the prior year three and sixnine months ended DecemberMarch 31, 2024.2025.

For the three and sixnine months ended DecemberMarch 31, 2025,2026, the Companykey highlights include:

The Oregon Department of Geology and Mineral Industries (“DOGAMI”) published the draft consolidated permit package for the Grassy Mountain Gold Project on behalf of all state permitting and cooperating agencies. This represents the first time in Oregon’s history that a mining project has advanced through the state’s consolidated mining permitting framework.

The Bureau of Land Management ("BLM") released its draft Environmental Impact Statement (“DEIS”) for the Grassy Mountain gold project.

The Company received approval for a two-year extension of its Conditional Use Permit (CUP) and Sage Grouse Permit (SGP) during a public meeting of the Malheur County Planning Department held on July 23rd, 2025.

We believe that investors will gain a better understanding of the Company if they understand how we measure and disclose our results. As a development stage company, we do not generate cash flow from our operations. WeAccordingly, recognizewe theplace importancea ofstrong managingemphasis ouron liquidity management and capital resources.allocation. We paycarefully closemonitor attentioncash expenditures and seek opportunities to allreduce cashcosts expenseswhere and look for ways to minimize them when possible.appropriate. We ensure that we havemaintain sufficient cash on hand to meet our annual land holding costs as the maintenance of mining claims and leases areis essential to preservepreserving the value of our mineral property assets.

Comparison of Operating Results for the three and sixnine months ended DecemberMarch 31, 20252026 and 20242025

We did not earn any revenue from mining operations for the three and sixnine months ended DecemberMarch 31, 20252026 and 2024.2025.

Our net loss for the three months ended DecemberMarch 31, 20252026 was $4,426,937$4,903,148 compared to a net loss of $2,031,489$2,618,307 in the three months ended DecemberMarch 31, 2024.2025. The drivers of the increase in net loss of 118%87% are fully described below.

Our net loss for the sixnine months ended DecemberMarch 31, 20252026 was $8,751,275$13,654,423 compared to a net loss of $3,603,627$6,221,934 in the sixnine months ended DecemberMarch 31, 2024.2025. The drivers of the increase in net loss of 143%119% are fully described below.

For the three months ended DecemberMarch 31, 20252026 and 2024,2025, exploration expenses were $739,808$1,120,687 and $377,112,$733,906, respectively. This represents an increase of 96%53% or $362,696.$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 permitting agencies and commencedqualified persons continued with the update of our 2022 SK -1300 feasibility study. These expenses totaled $613,308.$1,090,777. At Sleeper, expenses of $126,500$29,910 were related to general maintenance of operations and miningto claims.the commencement of the Sleeper Initial Assessment under SK-1300.

For the three months ended DecemberMarch 31, 20252026 and 2024,2025, reclamation expenses were $25,011$49,755 and $16,420,$14,193, respectively. This represents an increase of 52%251% or $8,591.$35,562. The increase in reclamation expenses reflects the Company 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 DecemberMarch 31, 20252026 and 2024,2025, land holding costs were $213,308$154,308 and $186,389,$185,408, respectively. The increasedecrease in land holding costs of $26,91917% or $31,100 from the previous period relates to theone-time increasestaking incost holding costs per claim enacted by the BLM.incurred.

For the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, exploration expenses were $1,305,904$2,426,592 and $772,410,$1,506,315, respectively. This represents an increase of 69%61% or $533,494.$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 commencedqualified persons continued with the update of our 2022 SK-1300 feasibility study. These expenses totaled $1,144,447.$2,352,628. At Sleeper, expenses of $161,457$73,964 were related to general maintenance of operations and miningthe claims.commencement of the Sleeper Initial Assessment under SK-1300.

For the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, reclamation expenses were $62,891$112,646 and $70,357,$84,550, respectively. This represents aan decreaseincrease of 11%33% or $7,466.$28,096. The decreaseincrease in reclamation expenses reflects the Company streamliningcompleting itsadditional processesregulatory analysis and reporting for its on-going monitoring activities for the Sleeper Gold Project.

For the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, land holding costs were $401,917$556,224 and $352,954,$538,362, respectively. The increase in land holding costs of $48,9633% or $17,862 from the previous period relates to the increase in holdinglegal costs perto claimmaintain enactedour byBLM themining BLM.claims.

For the sixthree monthsmonth periods ended DecemberMarch 31, 20252026 and 2024,2025, salary and benefits were $729,948$327,611 and $569,191,$691,666, respectively. This represents ana increasedecrease of 28%.53%. Salary and benefits are comprised of cash and equity based compensation of the Company’s executive and corporate administration teams. The net increasedecrease is mainly due to the lower short-term incentive compensation that was recorded in the current period offset byand lower headcount in the current period from the previouscomparable prior year period. Included in the salary and benefits expense amount for the sixthree months ended DecemberMarch 31, 20252026 and 20242025 was non-cash equity based compensation applicable to executive and administration employees of $69,398$108,380 and $93,907,$232,545, respectively.

For the three month periods ended DecemberMarch 31, 20252026 and 2024,2025, directors’ compensation expenses were $60,693$92,767 and $48,447,$178,433, respectively. This represents ana increasedecrease of 25%.48%. Directors’ compensation consists of cash and stock-based compensation of the Company’s board of directors. The increasedecrease reflects higherlower equity based compensation recorded in the current quarter compared to the prior year’s comparable period.

For the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, directors’ compensation expenses were $103,131$195,897 and $99,978,$278,411, respectively. This represents ana increasedecrease of 3%.30%. Directors’ compensation consists of cash and stock-based compensation of the Company’s board of directors. The increasedecrease reflects higherlower equity based compensation recorded in the current quarternine-month period compared to the prior year’s comparable period.

For the three months ended DecemberMarch 31, 20252026 and 2024,2025, professional fees were $222,324$169,273 and $85,234,$109,901, respectively. This represents an increase of $137,090.$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 DecemberMarch 31, 20252026 and 2024,2025, general and administration expenses increased by 66%63% to $297,047$385,616 from $178,949$237,044 reflecting one-time costs related marketing, additional listing fees and other travel costs.

For the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, professional fees were $467,370$636,643 and $257,231,$367,132, respectively. This represents an increase of $210,139.$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 sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, general and administration expenses increased by 32%44% to $486,618$872,235 from $367,260$604,305 reflecting one-time costs related marketing, additional listing fees and other travel costs.

As an exploration and development company, Paramount funds its operations, reclamation activities and discretionary exploration programs with its cash on hand. At DecemberMarch 31, 2025,2026, we had cash and cash equivalents of $3,536,859$12,701,492 compared to $1,351,001 as of June 30, 2025. As of DecemberMarch 31, 2025,2026, we had working capital of approximately $3,335,087.$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 sixnine months ended DecemberMarch 31, 2025,2026, the Company issued 2,853,9168,785,663 shares under the program for net proceeds of $2,714,477.$13,914,027.

The main uses of cash for the sixnine months ended DecemberMarch 31, 20252026 were:

Cash used in operating activities of $2,478,619$4,513,536 werewas mainly used to fund our permitting and exploration activities at our projects, salary and benefits costs of our employees and ongoing general and administration costs.

In addition to cash used in operating activities, the Company received cash during the sixnine months ended DecemberMarch 31, 20252026 as follows:

$1.5 million on the Grassy Mountain Project state and federal permitting activities and SK-1300 technical report for the Grassy Mountain Project $0.2 million on the completing an Initial Assessment S-K 1300 technical report for the Sleeper Gold Project 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 FebruaryMay 10,12, 2026, the Company expects to fund operations as follows:

The existing ATM program with Cantor Fitzgerald & Co. and A.G.P./Alliance Global Partners Insurance proceeds to fund reclamation and environmental obligations at its Sleeper Gold Project.Partners.