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Paramount Gold Nevada Corp.

For the period ended Dec 11, 2025. Filed Oct 28, 2025.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Dec 11, 2025 · Filed Oct 28, 2025

PZG$0.97+2.6%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to §240.14a-12

PARAMOUNT GOLD NEVADA CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Thursday, October 30, 2025

Dear Stockholder of Paramount Gold Nevada Corp.:

I am pleased to invite you to attend the 2025 Annual General Meeting of the Stockholders of Paramount Gold Nevada Corp., to be held on Thursday, December 11, 2025, at 11:00 AM eastern standard time. We have determined that it is in the best interest of our stockholders, our Board of Directors, and our employees to conduct our Annual General Meeting online at https://meetnow.global/M7YC66P with no meeting password required. Stockholders will require their control number to enter the meeting. You will not be able to attend the annual meeting in person.

At the virtual meeting, we will update you on the progress we are making at our projects, the Grassy Mountain Gold Project and the Sleeper Gold Project, and our outlook for the business in 2026. Following that discussion and after addressing any questions you may have, we will cover the business matters outlined in the accompanying Notice of Annual Meeting and Proxy Statement.

We are furnishing proxy materials to our stockholders over the Internet. You may read, print and download our 2025 Annual Report to Stockholders and our Proxy Statement at www.edocumentview.com/PZG. On Thursday, October 30, 2025, we mailed our stockholders a notice containing instructions on how to access these materials and how to vote their shares. The notice provides instructions on how you can request a paper copy of these materials by mail, by telephone or by email. If you requested your materials via email, the email contains voting instructions and links to the materials on the Internet.

You may vote your shares by regular mail or online via webcast at the virtual Annual Meeting. The Annual Meeting is being held so that stockholders may consider the election of directors, the ratification of the appointment of Baker Tilly US, LLP as Paramount Gold Nevada Corp’s independent registered public accounting firm for the year ending June 30, 2026, to approve, on an advisory basis, the compensation paid to its Named Executive Officers, to vote on the frequency of future Say on Pay, and approval to the amendment to the Company’s 2016 Stock Incentive and Equity Compensation Plan.

The Board of Directors of Paramount Gold Nevada Corp. has determined that the matters to be considered at the Annual Meeting are in the best interests of Paramount Gold Nevada Corp. and its stockholders. For the reasons set forth in the Proxy Statement, the Board of Directors unanimously recommends a vote “FOR” all directors, "FOR" the ratification of the appointment of Baker Tilly US, LLP, “FOR” Executive Compensation, "Three Years" for the frequency of future Say on Pay and "FOR" the approval to the amendment to the Company’s 2016 Stock Incentive and Equity Compensation Plan.

On behalf of the Board of Directors, the officers and employees of Paramount Gold Nevada Corp., I would like to take this opportunity to thank our stockholders for the confidence you place in us through your investment. We look forward to your attendance at the meeting.

Sincerely,

/s/ Rachel Goldman

Rachel GoldmanCEO and Director

TABLE OF CONTENTS

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS3
PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS5
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE9
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT9
MATTERS TO COME BEFORE THE ANNUAL MEETING10
PROPOSAL No. 1: ELECTION OF DIRECTORS10
PROPOSAL No. 2: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM13
PROPOSAL No. 3: SAY ON PAY14
PROPOSAL No. 4: FREQUENCY ON FUTURE SAY ON PAY16
PROPOSAL No. 5: AMENDMENT TO THE 2016 STOCK INCENTIVE AND EQUITY COMPENSATION PLAN17
BOARD MEETINGS AND COMMITTEES; ANNUAL MEETING ATTENDANCE23
THE COMPENSATION COMMITTEE24
THE AUDIT COMMITTEE25
THE CORPORATE GOVERNANCE AND NOMINATING COMMITTEE26
EXECUTIVE COMPENSATION28
DIRECTOR COMPENSATION31
CORPORATE GOVERNANCE33
STOCKHOLDER PROPOSALS33
DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS34
OTHER MATTERS34
EXHIBIT 1: 2016 STOCK INCENTIVE AND EQUITY COMPENSATION PLAN35

Paramount Gold Nevada Corp.

665 Anderson Street

Winnemucca, Nevada 89445

(844) 488-2233

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.