S-8

As filed with the Securities and Exchange Commission on February 18, 2022

                                                                                                                 Registration No.  333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

________________________

PARAMOUNT GOLD NEVADA CORP.

(Exact name of registrant as specified in its charter)

Nevada	98-0138393
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

________________________

665 Anderson Street

Winnemucca, Nevada 89445

(775) 625-3600

(Address, including zip code, and telephone number, including area

code, of registrant’s principal executive offices)

________________________

Paramount Gold Nevada Corp.

2016 Stock Incentive and Equity Compensation Plan

(Full title of plan)

________________________

Carlo Buffone

Chief Financial Officer

665 Winnemucca, Nevada 89445

(775) 625-3600

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

________________________

Copy to:

James T. Seery

Duane Morris LLP

1540 Broadway

New York, NY 10036

(212) 692-1000

________________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Small reporting company	☒
		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 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered (1)(2)	Proposed maximum offering price per share (3)	Proposed maximum aggregate offering price (3)	Amount of registration fee
Common Stock, $0.01 par value per share (the “Common Stock”)	2,222,182	$0.66	$1,466,640.12	$135.96

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock of Paramount Gold Nevada Corp. that may become issuable under the Paramount Gold Nevada Corp. 2016 Stock Incentive and Equity Compensation Plan (the “Plan”) by reason of any stock dividend, stock split, split-up, recapitalization or similar transaction the effect of which results in an increase in the number of the Company’s outstanding shares of Common Stock issuable pursuant to awards granted under the Plan. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.

(2) Represents 2,222,182 shares of Common Stock reserved for issuance pursuant to the Plan.

(3) Estimated solely for the purpose of computing the registration fee pursuant Rules 457(c) and (h) under the Securities Act based upon the average of the high and low prices reported for the Common Stock on the NYSE American on February 14, 2022.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I will be delivered to participants of the Paramount Gold Nevada Corp. 2016 Stock Incentive and Equity Compensation Plan as specified by Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.  Such documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.Incorporation of Documents by Reference.

The following documents, previously filed by the Company with the Commission, are incorporated herein by reference:

(a) The Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021, filed with the SEC on September 17, 2021;

(b) The Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed with the SEC on November 9, 2021 and for the quarter ended December 31, 2021, filed with the SEC on February 4, 2022;

(c) Our Current Reports on Form 8-K filed on February 15, 2022, December 10, 2021 and November 18, 2021;

(d) The description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-A filed with the Commission on April 6, 2015, pursuant to Section 12 of the Exchange Act, including any amendment or report filed with the Commission for the purpose of updating such description.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, are deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the respective dates of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as “Incorporated Documents”).

Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.Description of Securities.

Not applicable.

Item 5.Interests of Named Experts and Counsel.

Not applicable.

Item 6.Indemnification of Directors and Officers.

Nevada Revised Statutes Sections 78.7502 and 78.751 provide us with the power to indemnify any of our directors and officers. The director or officer must have conducted himself/herself in good faith and reasonably believe that his/her conduct was in, or not opposed to, our best interests. In a criminal action, the director, officer, employee or agent must not have had reasonable cause to believe his/her conduct was unlawful.

Under Revised Statutes Section 78.751, advances for expenses may be made by agreement if the director or officer affirms in writing that he/she believes he/she has met the standards and will personally repay the expenses if it is determined such officer or director did not meet the standards.

Our amended and restated articles of incorporation  provide that our officers and directors shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada against all expenses, liability and loss (including attorneys’ fees, judgments, fines and amounts paid or to be paid in settlement) reasonably incurred or suffered by them in connection with any civil, criminal, administrative or investigative action, suit or proceeding related to their service as an officer or director. Such right of indemnification shall be a contract right which may be enforced in any manner desired by such person. We must pay the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by us. Such right of indemnification shall not be exclusive of any other right which such directors or officers may have or hereafter acquire.

Our amended and restated articles of incorporation provide that we may adopt bylaws to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may purchase and maintain insurance on behalf of any of officers and directors. The indemnification provided in our amended and restated articles of incorporation shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such person.

Our amended and restated bylaws provide that a director or officer shall have no personal liability to us or our stockholders for damages for breach of fiduciary duty as a director or officer, except for damages for breach of fiduciary duty resulting from (a) acts or omissions which involve intentional misconduct, fraud, or a knowing violation of law, or (b) the payment of dividends in violation of Nevada Revised Statutes Section 78.3900.

The foregoing is only a general summary of certain aspects of Nevada law, the Registrant’s amended and restated articles of incorporation and amended and restated bylaws, and the insurance dealing with indemnification of directors and officers, and does not purport to be complete. It is qualified in its entirety by reference to the detailed provisions of Nevada law, the Registrant’s amended and restated articles of incorporation and amended and restated bylaws, and the insurance policies.

Item 7.Exemption from Registration Claimed.

Not applicable.

Item 8.Exhibits.

Exhibit Number	Description of the Exhibit
3.1	Amended and Restated Articles of Incorporation of Paramount Gold Nevada Corp. (incorporated by reference to Exhibit 3.1 to Form 10-Q filed on May 22, 2015).
3.2	Certificate of Amendment dated January 28, 2021 to Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Form 8-K filed on February 15, 2022).
3.3	Amended and Restated Bylaws of Paramount Gold Nevada Corp. (incorporated by reference to Exhibit 3.2 to Form 10-Q filed on May 22, 2015).
5.1*	Opinion of Duane Morris LLP
23.1*	Consent of MNP LLP, Independent Registered Accounting Firm.
23.2*	Consent of Duane Morris LLP (included in Exhibit 5.1).
24.1	Power of Attorney (included on signature page).
99.1	Paramount Gold Nevada Corp. 2016 Stock Incentive and Equity Compensation Plan (incorporated by reference to Exhibit 1 to Definitive Proxy Statement on Schedule 14A of the Company filed on October 26, 2021).
107*	Filing Fee Table

• Filed herewith

Item 9.Undertakings.

(a)The undersigned registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Winnemucca, Nevada, on February 18, 2022.

Paramount Gold Nevada Corp.
By:	/s/ Carlo Buffone
	Carlo Buffone
	Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below, constitutes and appoints Rachel Goldman and Carlo Buffone, and each of them, his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to sign any registration statement for the same Offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Rachel Goldman	Chief Executive Officer and Director (Principal Executive Officer)	February 18, 2022
Rachel Goldman
/s/ Carlo Buffone	Chief Financial Officer (Principal Financial and Accounting officer)	February 18, 2022
Carlo Buffone
/s/ Glen Van Treek	President and Director	February 18, 2022
Glen Van Treek
/s/ Rudi Fronk	Director	February 18, 2022
Rudi Fronk
/s/ John Carden	Director	February 18, 2022
John Carden
/s/ Eliseo Gonzalez-Urien	Director	February 18, 2022
Name
/s/ Christopher Reynolds	Director	February 18, 2022
Christopher Reynolds
/s/ Pierre Pelletier	Director	February 18, 2022
Pierre Pelletier

EX-5.1

NEW YORK LONDON SINGAPORE PHILADELPHIA CHICAGO WASHINGTON, DC SAN FRANCISCO SILICON VALLEY SAN DIEGO LOS ANGELES BOSTON HOUSTON DALLAS AUSTIN HANOI HO CHI MINH CITY	FIRM and AFFILIATE OFFICES	SHANGHAI ATLANTA BALTIMORE WILMINGTON MIAMI BOCA RATON PITTSBURGH NEWARK LAS VEGAS CHERRY HILL LAKE TAHOE MYANMAR ALLIANCES IN MEXICO AND SRI LANKA
	James T. Seery DIRECT DIAL: +1 973 424 2088 PERSONAL FAX: +1 973 556 1417 E-MAIL: jtseery@duanemorris.com
	www.duanemorris.com

Exhibit 5.1

February 18, 2022

Paramount Gold Nevada Corp.

665 Anderson Street

Winnemucca, Nevada 89445

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Paramount Gold Nevada Corp., a Nevada corporation (the “Company”), with respect to the Company’s Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission on or about the date hereof. The Registration Statement relates to the registration under the Securities Act of 1933, as amended (the “Act”), by the Company of an additional 2,222,182 shares of the Company’s Common Stock, par value $0.01 per share (the “Shares”), which may be issued under the Company’s 2016 Stock Incentive and Equity Compensation Plan (the “Plan”).

We have examined, among other things, originals and/or copies (certified or otherwise identified to our satisfaction) of such documents, papers, statutes, and authorities as we have deemed necessary to form a basis for the opinion hereinafter expressed. In our examination, we have assumed the genuineness of all signatures and the conformity to original documents of all copies submitted to us. As to various questions of fact material to our opinion, we have relied on statements and certificates of officers and representatives of the Company.

We have also assumed that:

(i) the Registration Statement will be effective and will comply with all applicable laws at the time the Shares are offered as contemplated by the Registration Statement; and

Duane Morris llp    A Delaware limited liability partnershipDAVID A. SUSSMAN, RESIDENT PARTNER

one riverfront plaza, 1037 raymond blvd., SUITE 1800    PHONE: +1 973 424 2000    FAX: +1 973 424 2001

NEWARK, NJ 07102-5429

(ii) all Shares will be issued in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement.

Based on the foregoing, and subject to the limitations, qualifications, exceptions and assumptions expressed herein, we are of the opinion that, with respect to the Shares to be offered pursuant to the Registration Statement, after the Registration Statement becomes effective under the Act, such shares have been duly authorized and the Shares to be issued by the Company under the Plan, when duly issued and delivered pursuant to the terms of the Plan, will be validly issued, fully paid, and non-assessable.

This opinion is limited to the Corporation Law of the State of Nevada, and we express no opinion with respect to the laws of any other jurisdiction or any other laws of the State of Nevada.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.

This opinion letter is rendered as of the date first written above and we disclaim any obligation to advise you of facts, circumstances, events or developments that hereafter may be brought to our attention and that may alter, affect or modify the opinion expressed herein. Our opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters relating to the Company or the Shares.

Very truly yours,

/s/ Duane Morris LLP

February 18, 2022

Page 2

EX-23.1

Exhibit 23.1

CONSENTOFINDEPENDENTREGISTERED PUBLICACCOUNTINGFIRM

We consent to the incorporation by reference in the Form S-8, of our auditor’s report datedSeptember 17, 2021 with respect to the consolidated financial statements of Paramount GoldNevadaCorp.asatJune30,2021and2020,andforeachoftheyearsinthetwoyearperiodendedJune 30, 2021, as included in the Annual Report on Form 10-K of Paramount Gold Nevada Corp.fortheyearendedJune30,2021,asfiledwiththeUnitedStatesSecuritiesExchangeCommission(“SEC”). We also consent to the reference to us under the caption “Experts” in the ProspectusSupplement.

Yourstruly,

CharteredProfessionalAccountantsFebruary18, 2022

Vancouver,Canada

EX-FILING FEES

Exhibit 107

CalculationofFilingFeeTables

Form S-8

(FormType)

Paramount Gold Nevada Corp.

(ExactNameofRegistrantasSpecifiedinitsCharter)

Table1:NewlyRegisteredSecurities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Stock, $0.01 par value per share (the “Common Stock”)	Other(3)	2,222,182(2)	$0.66	$1,466,640.12	.0000927	$135.96
Total Offering Amounts					$1,466,640.12		$135.96
Total Fee Offsets							N/A
Net Fee Due							$135.96

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock of Paramount Gold Nevada Corp. that may become issuable under the Paramount Gold Nevada Corp. 2016 Stock Incentive and Equity Compensation Plan (the “Plan”) by reason of any stock dividend, stock split, split-up, recapitalization or similar transaction the effect of which results in an increase in the number of the Company’s outstanding shares of Common Stock issuable pursuant to awards granted under the Plan. In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.

(2) Represents 2,222,182 shares of Common Stock reserved for issuance pursuant to the Plan.

(3) Estimated solely for the purpose of computing the registration fee pursuant Rules 457(c) and (h) under the Securities Act based upon the average of the high and low prices reported for the Common Stock on the NYSE American on February 14, 2022.