Exhibit 10.1
BRIDGE PROMISSORY NOTE
FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, Paramount Gold Nevada Corp., a Nevada corporation (the "Borrower"), hereby unconditionally promises to pay to the order of Seabridge Gold Inc., a company continued under the Canada Business Corporations Act, or its assigns (the "Noteholder," and together with the Borrower, the "Parties"), the principal amount of up to U.S. One Million Five Hundred Thousand ($1,500,000) Dollars, or such lesser aggregate of such amounts the Noteholder has disbursed to the Borrower pursuant to Section 2.2, together with all accrued interest thereon as provided in this Bridge Promissory Note (the "Note").
"Advance" means each disbursement made by the Noteholder to the Borrower pursuant to Section 2.2.
"Anti-Corruption Laws" means all laws, rules, and regulations of any jurisdiction applicable to the Borrower from time to time concerning or relating to bribery or corruption, including the United States Foreign Corrupt Practices Act of 1977.
"Applicable Rate" means the rate equal to 12.0% per annum.
"Borrower" has the meaning set forth in the introductory paragraph.
"Borrowing Notice" has the meaning set forth in Section 2.2.
"Business Day" means a day other than a Saturday, Sunday, or other day on which commercial banks in New York City are authorized or required by law to close.
“Change of Control” means any transaction or event (including, without limitation, an issuance, sale or exchange of shares of stock or other equity interests, a merger or consolidation, or a dissolution or liquidation) occurring on or after the date hereof (whether or not approved by the board of directors of the Borrower), as a direct or indirect result of which the current owners of the Borrower fail to beneficially and directly own shares of the Borrower representing greater than 50% of the voting interests of all shares of stock then outstanding of the Borrower or cease to control the board of directors of the Borrower.
"Commitment Period" means the period from the date hereof to the Maturity Date.
"Debt" of the Borrower, means all (a) indebtedness for borrowed money; (b) obligations for the deferred purchase price of property or services, except trade payables arising in the ordinary course of business; (c) obligations evidenced by notes, bonds, debentures, or other similar instruments; (d) obligations as lessee under capital leases; (e)
obligations in respect of any interest rate swaps, currency exchange agreements, commodity swaps, caps, collar agreements, or similar arrangements entered into by the Borrower providing for protection against fluctuations in interest rates, currency exchange rates, or commodity prices, or the exchange of nominal interest obligations, either generally or under specific contingencies; (f) obligations under acceptance facilities and letters of credit; (g) guaranties, endorsements (other than for collection or deposit in the ordinary course of business), and other contingent obligations to purchase, to provide funds for payment, to supply funds to invest in any Person, or otherwise to assure a creditor against loss, in each case, in respect of indebtedness set out in clauses (a) through (f) of a Person other than the Borrower, and (g) indebtedness of any partnership, unlimited liability company, or unincorporated joint venture in which the Borrower is a general partner, member, or a joint venturer, respectively (unless such Debt is expressly made non-recourse to the Borrower).
"Default" means any of the events specified in Section 12 which constitute an Event of Default or which, upon the giving of notice, the lapse of time, or both, pursuant to Section 12, would, unless cured or waived, become an Event of Default.
"Default Rate" means the Applicable Rate plus 3.0%.
"Event of Default" has the meaning set forth in Section 12.
"GAAP" means generally accepted accounting principles in the United States of America as in effect from time to time.
"Governmental Authority" means the government of any nation or any political subdivision thereof, whether at the national, state, territorial, provincial, municipal or any other level, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of, or pertaining to, government.
"Law" as to any Person, means the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law (including common law), statute, ordinance, treaty, rule, regulation, order, decree, judgment, writ, injunction, settlement agreement, requirement or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.
"Lien" means any mortgage, pledge, hypothecation, encumbrance, lien (statutory or other), charge, or other security interest.
"Loan" means the aggregate of all Advances made to the Borrower under the terms of this Note in a principal amount not to exceed 1,500,000.
“Material Adverse Effect” means a material adverse effect on (a) the business, assets, operations, prospects or condition, financial or otherwise, of the Borrower taken as a whole, or (b) the validity or enforceability of this Note, or (c) the ability of the Borrower to perform its material obligations under this Note.
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"Maturity Date" means the earlier of (a) September 30, 2023 and (b) the date on which all amounts under this Note shall become due and payable pursuant to Section 13.
"Note" has the meaning set forth in the introductory paragraph.
"Noteholder" has the meaning set forth in the introductory paragraph.
"Parties" has the meaning set forth in the introductory paragraph.
"Permitted Debt" means Debt (a) existing or arising under this Note and any refinancing thereof; (b) existing as of the date of this Note and set out in Schedule A; (c) which may be deemed to exist with respect to swap contracts and entered into in the ordinary course of business and not for speculative purposes; (d) owed in respect of any netting services, overdrafts, and related liabilities arising from treasury, depository, and cash management services in connection with any automated clearinghouse transfers of funds; and (e) unsecured insurance premiums owing in the ordinary course of business.
"Person" means any individual, corporation, limited liability company, trust, joint venture, association, company, limited or general partnership, unincorporated organization, Governmental Authority, or other entity.
“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by any Governmental Authority that are applicable to any party hereto, and shall be deemed to include those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury.
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The Borrower fails to observe or perform (a) any covenant, condition, or agreement contained in Section 10.4 or Section 11 or (b) any other material covenant, obligation, condition, or agreement contained in this Note, other than those specified in clause (a) and Section 12.1, and such failure continues for thirty (30) days after written notice to the Borrower.
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If to the Borrower:
Paramount Gold Nevada Corp.
665 Anderson Street
Winnemucca, NV 89445
Attention: Rachel Goldman
Email: rachel@paramountnevada.com
With a copy to (which shall not constitute notice):
Duane Morris LLP
1540 Broadway
New York, NY 10036
Attention: James T. Seery
Email: jtseery@duanemorris.com
If to the Noteholder:
Seabridge Gold Inc.
106 Front Street East, Suite 400
Toronto, Ontario, Canada M5A 1E1
Attention: C. Bruce Scott
Email: bruce@seabridgegold.com
With a copy to (which shall not constitute notice):
Blake, Cassels & Graydon LLP
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Suite 2600 – 595 Burrard St.
Vancouver, British Columbia V7X 1L3
Attention: Samantha Rossman
Email: Samantha.rossman@blakes.com
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[signature page follows]
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IN WITNESS WHEREOF, the Borrower has executed this Note as of December 9, 2022.
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PARAMOUNT GOLD NEVADA CORP.
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| By /s/ Rachel Goldman |
By its acceptance of this Note, the Noteholder acknowledges and agrees to be bound by the provisions of Section 2.2. SEABRIDGE GOLD INC.
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By /s/ Bruce Scott |
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Exhibit A
Advances and Payments on the Loan
Date of Advance | Amount of Advance | Amount of Principal Paid | Unpaid Principal Amount of the Loan | Name of Person Making the Notation |
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Exhibit 10.1
SCHEDULE A
Permitted Debt
2019 Secured Convertible Notes