Paramount Gold Nevada Corp PZG

$30 million's a lot of money

[lechmeir]

Entry into a Material Definitive Agreement, Financial Statements an

 

Item 1.01. Entry into a Material Definitive Agreement.

On April 11, 2014, Paramount Gold and Silver Corp., a Delaware corporation (the "Company"), entered into a Controlled Equity OfferingSM Sales Agreement ("Sales Agreement") with Cantor Fitzgerald & Co. ("Cantor"), pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $30,000,000 from time to time through Cantor, acting as sales agent. Sales of our common stock through Cantor, if any, will be made by any method permitted that is deemed an "at the market offering" as defined in Rule 415 under the Securities Act of 1933, as amended, including by means of ordinary brokers' transactions at market prices, in block transactions or as otherwise agreed by Cantor and the Company. Cantor will act as sales agent using commercially reasonable efforts consistent with its normal trading and sales practices. Each time the Company wishes to issue and sell common stock under the Sales Agreement, it will notify Cantor of the number of shares to be issued, any minimum price below which sales may not be made and other sales parameters as the Company deems appropriate. Under the terms of the Sales Agreement, the compensation to Cantor for sales of common stock, if any, sold pursuant to the Sales Agreement will be in an amount up to 3.0% of the gross proceeds of any shares of common stock sold. We have also agreed to reimburse Cantor for certain expenses incurred in connection with entering into the Sales Agreement and have provided Cantor with customary indemnification rights.

The foregoing description of the Sales Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. This Current Report on Form 8-K also incorporates by reference the Sales Agreement into our shelf registration statement on Form S-3, as amended (File No. 333-194411), previously filed with the SEC.

The opinion of our counsel regarding the validity of the Common Stock that will be issued pursuant to the Sales Agreement also is filed herewith as Exhibit 5.1.