SEC Comment Letter 0000000000-23-013010 to Paramount Gold Nevada Corp. (PZG) (CIK 0001629210) (PZG)
Paramount Gold Nevada Corp. (PZG) (CIK 0001629210)
Date: Nov. 29, 2023 · CIK: 0001629210 · Accession: 0000000000-23-013010
AI Filing Summary & Sentiment
File numbers found in text: 333-275376
Letter
United States securities and exchange commission logo November 29, 2023 Rachel Goldman Chief Executive Officer Paramount Gold Nevada Corp. 665 Anderson Street Winnemucca, NV 89445 Re:Paramount Gold Nevada Corp. Registration Statement on Form S-3 Filed November 7, 2023 File No. 333-275376 Dear Rachel Goldman: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-3 Cover Page 1.We note you entered into a Controlled Equity Offering Sales Agreement on May 20, 2020 with Cantor Fitzgerald and Canaccord Genuity relating to shares of your common stock. To the extent you intend to issue and sell shares under such sales agreement pursuant to this registration statement, please revise to include a separate prospectus for such at the market offering and make corresponding revisions to the fee table and legal opinion. Incorporation of Certain Information by Reference, page 20 2.We note that you have elected to incorporate by reference into your registration statement. Please revise to specifically incorporate all filings required under Item 12(a)(2) of Form S-3.
FirstName LastNameRachel Goldman Comapany NameParamount Gold Nevada Corp. November 29, 2023 Page 2 FirstName LastName Rachel Goldman Paramount Gold Nevada Corp. November 29, 2023 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Timothy S. Levenberg, Special Counsel, at (202) 551-3707 or Karina Dorin, Staff Attorney, at (202) 551-3763 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation cc: James T. Seery, Esq., of Duane Morris LLP
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United States securities and exchange commission logo
November 29, 2023
Rachel Goldman
Chief Executive Officer
Paramount Gold Nevada Corp.
665 Anderson Street
Winnemucca, NV 89445
Re:Paramount Gold Nevada Corp.
Registration Statement on Form S-3
Filed November 7, 2023
File No. 333-275376
Dear Rachel Goldman:
We have conducted a limited review of your registration statement and have the
following comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3
Cover Page
1.We note you entered into a Controlled Equity Offering Sales Agreement on May 20, 2020
with Cantor Fitzgerald and Canaccord Genuity relating to shares of your common stock.
To the extent you intend to issue and sell shares under such sales agreement pursuant to
this registration statement, please revise to include a separate prospectus for such at the
market offering and make corresponding revisions to the fee table and legal opinion.
Incorporation of Certain Information by Reference, page 20
2.We note that you have elected to incorporate by reference into your registration statement.
Please revise to specifically incorporate all filings required under Item 12(a)(2) of
Form S-3.
FirstName LastNameRachel Goldman
Comapany NameParamount Gold Nevada Corp.
November 29, 2023 Page 2
FirstName LastName
Rachel Goldman
Paramount Gold Nevada Corp.
November 29, 2023
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Timothy S. Levenberg, Special Counsel, at (202) 551-3707 or Karina
Dorin, Staff Attorney, at (202) 551-3763 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc: James T. Seery, Esq., of Duane Morris LLP