Overview



We are a company engaged in the business of acquiring, exploring and developing
precious metal projects in the United States of America. Paramount owns advanced
stage exploration projects in the states of Nevada and Oregon. We enhance the
value of our projects by implementing exploration and engineering programs that
are likely to expand and upgrade known mineralized material to reserves. The
following discussion updates our outlook and plan of operations for the
foreseeable future. It also analyzes our financial condition and summarizes the
results of our operations for the years ended June 30, 2020 and 2019 and
compares each year's results to the results of the prior year.

Operating Highlights:





In June 2020, the Company closed a non-brokered registered direct offering and a
concurrent best efforts agency offering in Canada (the "Offerings") of 4,807,700
shares of its common stock at a price of $1.04 per common stock for aggregate
gross proceeds of $5.0 million.

In May 2020, the Company entered into an Controlled Equity OfferingSM  Sales
Agreement ("Sales Agreement") with Cantor Fitzgerald & Co. and Canaccord Genuity
LLC (together, the "Agents"), pursuant to which the Company may issue and sell
shares of its common stock from time to time through the Agents for aggregate
sales proceeds of up to $8,000,000, subject to the offering limitations
currently applicable to the Company under General Instruction I.B.6. of Form
S-3. Sales of the Company's common stock through the Agents will be made by any
method that is deemed to be an "at-the-market" equity offering as defined in
Rule 415 promulgated under the Securities Act of 1933, as amended. As of June
30, 2020, we sold 372,742 shares of common stock under the Sales Agreement at an
average approximate price of $1.17 per share for gross proceeds of $436,783.
After deducting transaction fees and commissions and all other costs, we
received net proceeds of $312,518.

In February 2020, the Company submitted a revised POO to the BLM outlining the
Company's plans to build and operate the proposed Grassy Mountain underground
gold mine located in Malheur County, eastern Oregon. The BLM will review the POO
for completeness, which is expected to take 30 days, and will subsequently
provide the Company with comments, if any. The BLM has previously reviewed 19 of
the baseline data reports ("BDRs") and their requests for clarifications have
all been addressed. The BLM will register a Notice of Intent (the "Notice") in
the Federal Register once the application is deemed complete. The Notice
initiates the Environmental Impact Statement ("EIS") process under the National
Environmental Policy Act.

In November 2019, Paramount submitted its CPA to DOGAMI to enable the Company to
build and operate its proposed, high grade underground gold mine located in
Malheur County of eastern Oregon. The Application was reviewed by the DOGAMI and
cooperating agencies for completeness. As part of this process, the permitting
agencies have provided Paramount with a list of supplemental information and
recommendations required to submit a modified CPA. Paramount, the DOGAMI and the
permitting agencies will continue to work together to discuss the additional
information requested, ensuring the submission of a complete modified CPA which
will trigger the 225 day maximum permit evaluation process, upon which draft
permits are issued. The NI 43-101 Feasibility Study for the Grassy Mountain
Project is well underway and being led by Ausenco Engineering Canada Inc. with
expected completion during the Company's second quarter for the year-ended June
30, 2021.

In September 2019, the Company entered into agreements with accredited investors
and issued convertible notes in a private transaction (the "Private
Placement"). Under the terms of the Private Placement, Paramount sold an
aggregate of 5,478 notes at $975 per $1000 face amount with a four-year maturity
for aggregate proceeds of $5.34 million. Each convertible note bears an interest
rate of 7.5% per annum, payable semi-annually. The principle amount of the
convertible notes is convertible at a price of $1.00 per share of Paramount
common stock. At any point after the second anniversary of the issuance of the
convertible notes, Paramount may force conversion if the share price of its
common stock remains above $1.75 for 20 consecutive trading days. The
convertible notes are secured by a lien on all assets of the Company and,
pursuant to the terms of the convertible notes, the Company is required to
maintain a working capital balance of $250,000.

In September 2019, Paramount received from the State of Nevada's Division of
Minerals, the Excellence in Mine Reclamation Award for the Company's reclamation
efforts at the Sleeper Project. The award was based on an assessment from
representatives from the US Forest Service, the Nevada Department of
Environmental Protection, the Nevada Division of Minerals, the Nevada Department
of Wildlife, and the Bureau of Land Management who visited and reviewed the
reclamation of the Sleeper Pit and our management of surface and underground
water.

In August 2019, the Company issued 1,096,791 shares of common stock to Ausenco
Engineering USA South Inc. ("Ausenco") in exchange for services to complete a
feasibility study at its Grassy Mountain Project. The shares will be held in
escrow until Ausenco delivers a feasibility study report to the Company.

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Outlook and Plan of Operation:



We believe that investors will gain a better understanding of our company if
they understand how we measure and talk about our results. As an exploration and
development company, we recognize the importance of managing our liquidity and
capital resources. We pay close attention to non-discretionary cash expenses and
look for ways to minimize them when possible. We ensure we have sufficient cash
on hand to meet our annual land holding costs as the maintenance of mining
claims and leases are essential to preserve the value of our mineral property
assets.

For the upcoming fiscal year, we intend to undertake the following:

Grassy Mountain Project: Paramount expects to complete the Feasibility Study in
its second quarter and to focus its efforts on continued state and federal
mining permitting for the fiscal year ending June 30, 2021. As a follow up to
submitting the CPA in November 2019, Paramount will respond to the State of
Oregon's CPA completeness review ("Review") received in February 2019. The
Review provided included proposed resolutions and additional information
required by the Company and will assist the Company in submitting a revised
CPA. The Company expects the revised CPA to address all the comments and
requests for additional information with the objective of submitting a complete
revised CPA that allows the State of Oregon to determine whether to issue a
state mining permit for the Grassy Mountain Project. In addition to the State of
Oregon permitting activities, Paramount expects to respond to BLM comments it
received on its POO. Once all the comments have been addressed, the BLM will
register a Notice in the Federal Register once the application is deemed
complete. The Notice initiates the EIS process under the National Environmental
Policy Act.  To complete these activities Paramount will engage specialized
mining consulting firms, work with State and Federal contracted thirds parties
and work directly with both state and federal permitting agencies. The Company
has budgeted approximately $1.5 million to complete these permitting activities
during the upcoming fiscal year. The Company has also budgeted approximately
$0.4 million for general and administration expenses and annual claim
maintenance fees for a total budget at Grassy Mountain of $1.9 million.

Sleeper Gold Project:

Paramount is planning to initiate several programs during the upcoming fiscal
year that it believes will enhance the value of the Sleeper Gold Project. The
programs planned include: 1) A review of all geological, geochemical and
geophysical data for the purposes of generating targets for exploration drilling
to locate additional higher-grade mineralization in the close proximity of the
original Sleeper pit or in the large mining claim package owned by the Company.;
(2) Evaluate the various successful metallurgical tests, previously conducted on
the sulfide bearing mineralized material in order to optimize the best economic
alternatives and increase the number of gold ounces produced in a proposed
mining scenario. This could include bio or alkaline oxidation in a heap leach
scenario, flotation and oxidation and gold recoveries from concentrates.; and
(3) Update the resource estimation and preliminary economic assessment with the
best alternatives identified for the project. These exploration programs are
expected to cost approximate $0.5 million to $0.75 million. The Company is also
budgeting $0.75 million for claim management and general and administration
expenses at the Sleeper Gold Project. If all exploration programs are completed
the total budget for fiscal year ended June 30, 2021 will be approximately $1.25
to $1.50 million.

Frost Project:

The Company will implement an initial reverse circulation drill program to test
historical drill results and additional selective targets. The estimated budget
to complete the drill program, assay lab testing and geological model is
approximately $0.5 million.

Comparison of Operating Results for the year ended June 30, 2020 as compared to June 30, 2019



Results of Operations

We did not earn any revenue from mining operations for the years ended June 30,
2020 and 2019. During the year ended June 30, 2020, we completed various
activities and milestones as described above in operating highlights. Other
normal course of business activities included filing annual mining claim fees
with the BLM, reclamation work at the Sleeper mine site and on-going reviews of
its mining claims were completed.

Net Loss



Our net loss for the year ended June 30, 2020 was $6,430,141 compared to a net
loss of $5,970,048 in the previous year. The increase of approximately 8%  is
fully described below. We will continue to incur losses for the foreseeable
future as we continue with our planned exploration and development programs.

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Expenses

Exploration and Land Holding Costs



For the year ended June 30, 2020, exploration expenses were $4,201,138 compared
to $3,558,663 in the prior year. This represents an increase of 18% or
$642,475. In the current fiscal year, the Company submitted the consolidated
mining permit application with the State of Oregon and submitted a revised POO
for its Grassy Mountain Project. It also continued to work on its previously
announced feasibility study for the Grassy Mountain project.  Total exploration
expenses at Grassy Mountain during the year were $3,348,180 . Included were
expenses of $723,279 related to the Company's reclamation activities at the
Sleeper Project to reclaim various water collection ponds from the past mining
operation. These reclamation expenses are reimbursed from funds held in a
commutation account as part of the Company's insurance program for outstanding
reclamation and environmental obligations at the Sleeper Gold Project. For the
year ended June 30, 2019, the Company developed mine design plans required to
satisfy permit application requirements at the Grassy Mountain Project. The
Company received its conditional land use permit application with the county of
Malheur.

For the year ended June 30, 2020, land holding costs decreased by 3% or by $17,040 from the prior year to $592,978. The decrease is primarily due to not incurring lease costs for non-essential mining claims leased from third parties.





Salaries and Benefits

For the year ended June 30, 2020, salary and benefits increased by 7% or by
$60,423 from the prior year to $989,602.  Salary and benefits is comprised of
cash and stock-based compensation of the Company's executive and corporate
administration teams. The increase in expenses was due to bonuses awarded to the
Company's employees and stock-based compensation incurred for new option
grants. Included in the salary and benefits expense amount for the year ended
June 30, 2020 and 2019 was non-cash stock based compensation of $132,286 and
$231,527, respectively.

Directors' Compensation



For the year ended June 30, 2020, directors' compensation decreased by 40% or by
$60,979 from the prior year ended June 30, 2019. The decrease reflects the
reduction in stock-based compensation recorded in the current year-ended June
30, 2020 compared to the prior year ended June 30, 2019.

Professional Fees and General and Administration



For the year ended June 30, 2020, professional fees were $166,894 compared to
$186,852 in the prior year. This represents a decrease of 11% or $19,958. The
decrease is mainly due to the one time nature of legal expenses incurred for the
various permitting activities undertaken for the Grassy Mountain Project in the
comparative year.

For the year ended June 30, 2020, general and administration expenses decreased
by 24% to $495,628 from $651,538 in the prior year. The decrease is mainly a
result of decreased travel and marketing costs incurred by the Company.

Liquidity and Capital Resources



As an exploration and development company, Paramount funds its operations,
reclamation activities and discretionary exploration programs with its cash on
hand. At June 30, 2020, we had cash and cash equivalents of $5,434,081 compared
to $463,690 as at June 30, 2019.

The main uses of cash were comprised of the following material amounts:

• Cash used to fund our operations which included general and administration

expenses, land holding costs, exploration programs at our Grassy Mountain

of $ 5,145,291.

In addition to cash used in operating activities, the Company used and received cash as follows:



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• Cash used to purchase computer equipment of $4,719;

• Cash received from equity financings, convertible debt financing and

issuance of a promissory note of $10,120,401.

We anticipate our twelve-month cash expenditures for our fiscal year ending June 30, 2021 to be as follows:

• $1.8 million on corporate administration expenses (expenses include


        executive management and employee salaries, legal, audit, marketing and
        other general and administrative expenses)

• $1.25 million to $1.50 million on the Sleeper Gold Project (exploration


        programs, expenses include reclamation costs, employee salary and
        benefits, and land holding costs)

• $2.4 million on the Grassy Mountain Project and Frost Project (expenses

include consulting fees, land holding costs and general and administration

expenses, environmental impact statement preparation, and costs associated

with the State of Oregon permit revised CPA)




Our anticipated expenditures will be funded by our cash on hand and other
capital resources.  Historically, we and other similar exploration and
development public companies have accessed capital through equity financing
arrangements or by the sale of royalties on its mineral properties. If, however
we are unable to obtain additional capital or financing, our exploration and
development activities will be significantly adversely affected.

Contractual Obligations



The following table summarizes our obligations and commitments as of June 30,
2020 to make future payments under certain contracts, aggregated by category of
contractual obligation, for specified time periods:



                              Payments due by period
Contractual
Obligations                Total         Less than 1 year       1-3 years       4-5 years      More than 5years
Accounts
Payable &
Accrued
Liabilities             $   925,260     $          925,260               -               -                     -
Asset
Retirement
Obligations             $   615,170     $          154,231     $    37,108     $    15,679     $         408,152
Total                   $ 1,540,430     $        1,079,491     $    37,108     $    15,679     $         408,152




Critical Accounting Policies

Management considers the following policies to be most critical in understanding
the judgments that are involved in preparing the Company's consolidated
financial statements and the uncertainties that could impact the results of
operations, financial condition and cash flows. Our financial statements are
affected by the accounting policies used and the estimates and assumptions made
by management during their preparation. Management believes the Company's
critical accounting policies are those related to mineral property acquisition
costs, exploration and development cost, stock-based compensation, derivative
accounting and foreign currency translation.

Estimates



The Company prepares its consolidated financial statements and notes in
conformity to United States Generally Accepted Accounting Principles ("U.S.
GAAP") and requires management to make estimates and assumptions that affect the
reported amount of assets and liabilities and the reported amounts of revenue
and expenses during the reporting period. On an ongoing basis, management
evaluates these estimates, including those related to allowances for doubtful
accounts receivable and long-lived assets. Management bases these estimates on
historical experience and on various other assumptions that are believed to be
reasonable under the circumstances, the results of which form the basis of
making judgments about the carrying value of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions.

Mineral property acquisition costs



The Company capitalizes the cost of acquiring mineral properties and will
amortize these costs over the useful life of a property following the
commencement of production or expense these costs if it is determined that the
mineral property has no future economic value or the properties are sold or
abandoned. Costs include cash consideration and the fair market value of shares
issued on the acquisition of mineral properties. Properties acquired under
option agreements, whereby payments are made at the sole discretion of the
Company, are recorded in the accounts of the specific mineral property at the
time the payments are made.

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The amounts recorded as mineral properties reflect actual costs incurred to acquire the properties and do not indicate any present or future value of economically recoverable reserves.

Exploration expenses



We record exploration expenses as incurred. When we determine that precious
metal resource deposit can be economically and legally extracted or produced
based on established proven and probable reserves, further exploration expenses
related to such reserves incurred after such a determination will be
capitalized. To date, we have not established any proven or probable reserves
and will continue to expense exploration costs as incurred.

Asset Retirement Obligation



The fair value of the Company's asset retirement obligation ("ARO") is measured
by discounting the expected cash flows using a discount factor that reflects the
credit-adjusted risk free rate of interest, while taking into account the
inflation rate. The Company prepares estimates of the timing and amounts of
expected cash flows and ongoing reclamation expenditures are charged against the
ARO as incurred to the extent they relate to the ARO. Significant judgments and
estimates are made when estimating the fair value of AROs.

Stock Based Compensation



For stock option grants with market conditions that affect vesting, the Company
uses a lattice approach incorporating a Monte Carlo simulation to value stock
options granted.

For stock option grants that have no market conditions that affect vesting, the
Company uses the Black-Scholes option valuation model to value stock options
granted. The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options that have no vesting restrictions
and are fully transferable. The model requires management to make estimates
which are subjective and may not be representative of actual results. Changes in
assumptions can materially affect estimates of fair values. For purposes of the
calculation, the following assumptions were used for the fiscal years ended June
30, 2020 and 2019:



                                                      2020         2019
              WA Risk free interest rate               1.60%        N/A
              WA Expected dividend yield                  0%        N/A
              WA Expected stock price volatility      61.00%        N/A
              WA Expected life of options            5 years        N/A




Reclassification

Certain comparative figures have been reclassified to conform to the current year-end presentation.

Off-Balance Sheet Arrangements



We are not currently a party to, or otherwise involved with, any off-balance
sheet arrangements that have or are reasonably likely to have a current or
future material effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, or capital
resources.

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