Correspondence 0001193125-24-025281 from Paramount Gold Nevada Corp. (PZG) (CIK 0001629210) (PZG)
Paramount Gold Nevada Corp. (PZG) (CIK 0001629210)
Date: Feb. 6, 2024 · CIK: 0001629210 · Accession: 0001193125-24-025281
AI Filing Summary & Sentiment
File numbers found in text: 333-275376
Referenced dates: November 29, 2023
Letter
VIA EDGAR Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation Attention: Timothy S. Levenberg and Karina Dorin Re: Paramount Gold Nevada Corp. Registration Statement on Form S-3 Originally Filed November 7, 2023 File No. 333-275376
Dear Mr. Levenberg and Ms. Dorin:
On behalf of Paramount Gold Nevada Corp. (“Paramount”), we provide Paramount’s responses to your letter dated November 29, 2023 (the “Letter”) setting forth the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to Registration Statement on Form S-3 filed on November 7, 2023 (the “Registration Statement”).
For your convenience, the Staff’s comments in the Letter have been restated below in their entirety, with the responses to each comment set forth immediately below the comment. The revisions to the Registration Statement described below are reflected in an amendment to the Registration Statement (the “Amended Registration Statement”) being filed simultaneously with this letter, courtesy copies of which, marked to reflect these revisions, are being delivered to the Staff. Except for page references appearing in the headings and Staff comments below (which are references to the Registration Statement), all page references herein correspond to the pages of the Amended Registration Statement.
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.
Response: Paramount acknowledges the Staff’s comment and will file a separate prospectus supplement to the Amended Registration Statement for such at the market offering.
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.
Response: Paramount acknowledges the Staff’s comment and has included additional filings on page 20 of the Amended Registration Statement in response to the Staff’s comment to specifically incorporate all filings required under Item 12(a)(2) of Form S-3.
* * *
If you have any questions with respect to the above, please do not hesitate to contact me at (613) 226-9881, ext. 202, or James T. Seery of Duane Morris LLP at (973) 424-2088.
Very truly yours,
PARAMOUNT GOLD NEVADA CORP.
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CORRESP 1 filename1.htm CORRESP VIA EDGAR February 6, 2024 Securities and Exchange Commission Division of Corporate Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attention: Timothy S. Levenberg and Karina Dorin Re: Paramount Gold Nevada Corp. Registration Statement on Form S-3 Originally Filed November 7, 2023 File No. 333-275376 Dear Mr. Levenberg and Ms. Dorin: On behalf of Paramount Gold Nevada Corp. (“Paramount”), we provide Paramount’s responses to your letter dated November 29, 2023 (the “Letter”) setting forth the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to Registration Statement on Form S-3 filed on November 7, 2023 (the “Registration Statement”). For your convenience, the Staff’s comments in the Letter have been restated below in their entirety, with the responses to each comment set forth immediately below the comment. The revisions to the Registration Statement described below are reflected in an amendment to the Registration Statement (the “Amended Registration Statement”) being filed simultaneously with this letter, courtesy copies of which, marked to reflect these revisions, are being delivered to the Staff. Except for page references appearing in the headings and Staff comments below (which are references to the Registration Statement), all page references herein correspond to the pages of the Amended Registration Statement. 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. Response: Paramount acknowledges the Staff’s comment and will file a separate prospectus supplement to the Amended Registration Statement for such at the market offering. 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. Response: Paramount acknowledges the Staff’s comment and has included additional filings on page 20 of the Amended Registration Statement in response to the Staff’s comment to specifically incorporate all filings required under Item 12(a)(2) of Form S-3. * * * If you have any questions with respect to the above, please do not hesitate to contact me at (613) 226-9881, ext. 202, or James T. Seery of Duane Morris LLP at (973) 424-2088. Very truly yours, PARAMOUNT GOLD NEVADA CORP. /s/ Carlo Buffone Carlo Buffone Chief Financial Officer cc: James T. Seery, Duane Morris LLP