Item 1.01 Entry into a Material Definitive Agreement.

The information required by Item 1.01 is included in Item 2.03 below and is incorporated by reference herein.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On December 9, 2022, Paramount Gold Nevada Corp. (the "Company") issued a Bridge Promissory Note (the "Note") to Seabridge Gold, Inc. ("Seabridge"), an entity affiliated with the Chairman of our Board of Directors, Rudi Fronk, and an owner of approximately 6.5% of our outstanding common stock, pursuant to which the Company may borrow, in one or more advances, the principal amount of up to $1,500,000 (the "Loan"). The Loan bears interest at a per annum rate of 12%, payable upon maturity or prepayment, and matures on September 30, 2023. The Company has the right to prepay the Loan, in whole or in part, at any time without penalty.

The Note contains customary representations and covenants, as well as events of default, which, if uncured, entitle Seabridge to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the Note.

The foregoing description of the Note does not purport to be complete and is qualified in its entirety by reference to complete text of the Note, a copy of which is filed hereto as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.



   Exhibit Number                                Description

                10.1     Bridge Promissory Note dated December 9, 2022 by the Company
                       in favor of Seabridge Gold, Inc.
                 104   Cover Page Interactive Data File (embedded within the Inline
                       XBRL document).

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