Exhibit 10.1
Name of Investor:
SUBSCRIPTION AGREEMENT
____________________________
THIS SUBSCRIPTION AGREEMENT (the "Agreement") by and between Paramount Gold
Nevada Corp., a Nevada corporation (the "Company"), and the undersigned
individual, corporation, limited liability company, partnership, trust or
employee benefit plan executing this Agreement as the investor (the "Investor"),
provides as follows:
Recitals
A.This Agreement is made in connection with the Company's offering (the
"Offering") of units (the "Units") each consisting of one share (the "Shares")
of the Company's common stock, par value $0.01 per share ("Common Stock") and
one warrant to purchase one-half of one Share of Common Stock (the "Warrants"),
pursuant to that certain Confidential Private Placement Memorandum dated June
22, 2018 (the "Memorandum").
B.The Company wishes to sell to the Investor and the Investor wishes to purchase
from the Company the number of Units specified on the signature page hereof at
the price per Unit set forth in Section 2 hereof, subject to the terms,
conditions, and requirements contained in this Agreement.
C.The Investor understands that the Company has the right, in its sole
discretion, to refuse to accept the Investor's subscription in whole or in part
at any time and for any reason, including without limitation the Company's
belief that the Investor does not meet the applicable suitability requirements
for participation in the Offering or that the investment is otherwise unsuitable
for the Investor.
NOW, THEREFORE, in consideration of the foregoing and the promises and covenants
contained in this Agreement, the Company and the Investor hereby agree as
follows:
1.Sale of Units.
In accordance with the terms and conditions of this Agreement,
the Company hereby agrees to sell to the Investor, and the Investor hereby
agrees to purchase from the Company, on or before July 6, 2018, or such later
date on or before July 13, 2018, that the Company in its sole discretion chooses
(the "Closing Date"), the number of Units indicated on the signature page
hereof.
The obligation of the Company to sell the Units to the Investor is
subject to, among other things, the conditions that: (i) the Company receives
approval for the listing of the Shares on the NYSE American (the "Stock
Exchange" or "NYSE American"); and (ii) all other necessary regulatory approvals
are obtained prior to the Closing Date.
2.Purchase Price.
The purchase price ("Purchase Price") for each Unit shall be
US$1.25.
The Investor shall pay such purchase price certified check or bank
draft payable to the Company (or by wire transfer, per instructions to be
provided upon request) and delivered with this executed Agreement:
2.1
a completed Investor Questionnaire (the "Investor Questionnaire") attached
hereto as Exhibit "A" and, if the Investor is a resident of Canada and is:
2.1.1
an Accredited Investor by virtue of the fact that the Investor falls within one
or more of the sub-paragraphs of the definition of Accredited Investor (a
"Canadian Accredited Investor") set out in the Canadian Accredited Investor
Certificate (the "Canadian Accredited Investor Certificate") attached hereto as
Exhibit "B":
a completed Canadian Accredited