Form of Subscription Agreement

2.1

a completed Investor Questionnaire (the “Investor Questionnaire”) attached hereto as Exhibit “A” and

2.2

any other further documentation as required under the applicable securities laws or Stock Exchange or other regulatory authority.

3.1

The Investor has answered the questions contained in the Investor Questionnaire made a part hereof to the best of its knowledge and the answers thereto are complete and accurate. The Investor understands and agrees that, although such answers will be kept strictly confidential, the Company may present such Investor Questionnaire to such parties as it deems advisable if called upon to establish the availability under applicable securities laws of an exemption from registration. The Investor agrees to indemnify the Company, its agents, officers, directors and shareholders, for any and all losses (including without limitation attorneys’ fees and other costs of investigating, prosecuting, or defending any litigation claim) incurred by the Company as a result of its reliance on the representations and warranties of Investor made in this Agreement or any answers contained in the Investor Questionnaire.

3.2

The Investor is a resident of Canada and:

3.2.1

is acquiring the Shares at an aggregate acquisition price to the Investor of not less than Cdn$150,000 paid in cash at the time of the distribution;

3.2.2

is not an individual; and

3.2.3

was not created, and is not being used, solely to purchase or hold securities in reliance on an exemption from the prospectus requirements set out in subsection 2.10 (Minimum amount investment) of National Instrument 45-106 of the Canadian Securities Administrators or under Canadian securities laws.

3.3

The Investor is a corporation, limited liability company, partnership, trust, or employee benefit plan, is authorized to make the investment contemplated herein, and the person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so.

3.4

This Agreement has been duly authorized, executed and delivered by the Investor and constitutes the Investor’s legal, valid and binding obligation enforceable in accordance with its terms.

3.5

The Investor is acquiring the Shares as principal for the Investor’s own account for investment and not with a view to resale or distribution. The Investor understands that the Shares have not been, and will not be, registered under the Securities Act of 1933, as amended (the “1933 Act”), or applicable securities laws by reason of specific exemptions from the registration provisions of the 1933 Act and applicable state securities laws that depend upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations and warranties as expressed in this Agreement and in the Investor Questionnaire.

3.6

The Company has advised the Investor that the Company is relying on an exemption from the requirements under applicable Canadian securities laws to provide the Investor with a prospectus and that no prospectus has been filed by the Company with any securities commission in Canada in connection with the Private Placement, and as a consequence:

3.6.1

the Investor is restricted from using most of the civil remedies available under applicable Canadian securities laws and certain protections, rights and remedies provided by applicable Canadian securities laws, including statutory rights of rescission or damages, will not be available to the Investor;

3.6.2

the Investor may not receive information that would otherwise be required to be provided to the Investor under the applicable Canadian securities laws; and

3.6.3

the Investor is relieved from certain obligations that would otherwise apply under the applicable Canadian securities laws.

3.7

The Investor: (i) has been furnished, has carefully read, understands and has relied solely on (except as indicated in subsection (ii) below) the terms and conditions of, and the information contained in, this Agreement (including all exhibits and all amendments thereto and hereto) and the Company’s Form 10-K for the year ended June 30, 2017; (ii) has been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of this Agreement, the Shares, the Company and its business; and (iii) has not been furnished any literature or written material relating to the Shares, the Company or its business other than this Agreement (including all exhibits and amendments thereto and hereto) and the Company’s Form 10-K for the year ended June 30, 2017.

3.8

The Investor recognizes that (i) the purchase of the Shares involves a high degree of risk and has taken full cognizance of and understands such risks, (ii) that all information provided, if any, by the Company relating to its use of proceeds, financial forecasts, and other information which is not of an historical nature (“Forward-looking Information”), represents only the Company’s good faith assessment of such Forward-looking Information, and is based upon assumptions which the Company believes are reasonable, although no assurance exists that such

3.9

The Investor is resident in the jurisdiction set out on the execution page of the Investor Questionnaire, which address is the Investor’s residence or principal place of business, and such address was not obtained or used solely for the purpose of acquiring the Shares.

3.10

The Investor fully understands and agrees that the Investor must bear the economic risk of the purchase of the Shares for an indefinite period of time because, among other reasons, the Shares have not been registered under the 1933 Act, or the securities laws of any state, and therefore cannot be sold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the 1933 Act and applicable state securities laws or exemptions from such registration requirements are available. The Investor further understands and agrees that the Company will not honor any attempt by the Investor to sell, pledge, transfer, or otherwise dispose of all or any portion of the Shares in the absence of an effective registration statement under the 1933 Act and applicable state securities laws or an unqualified opinion of counsel, satisfactory in form and substance to the Company and its counsel, and obtained at the expense of the Investor, that exemptions are available therefrom with respect to such attempted disposition.

3.11

The Investor acknowledges that the certificates representing the Shares purchased by the Investor will bear a legend as of the Closing Date substantially in the following form (and with the necessary information inserted) and may be subject to stop-transfer instructions consistent therewith:

3.12

The Investor (i) can bear the risk of losing the entire investment in the Shares; (ii) has overall commitments to other investments which are not readily marketable that are not disproportionate to its net worth and the investment in the Shares will not cause such overall commitments to become excessive; (iii) has adequate means of providing for current needs and contingencies and has no need for liquidity in the investment in the Shares; and (iv) has sufficient knowledge and experience in financial and business matters such that the Investor is capable of evaluating the risks and merits of investing in the Shares.

3.13

The Investor acknowledges that the Company proposes to concurrently enter into substantially this same form of Subscription Agreement with one or more other investors and expects to complete sales of Shares to them.

3.14

The Investor acknowledges that the Company expects to enter into an Underwriting Agreement, dated October 3, 2017 (the “Underwriting Agreement”), with the underwriters of the Public Offering (the “Underwriters”) that contains certain representations, warranties, covenants and agreements of the Company that may be relied upon by the Underwriters in respect of the sale of Shares by the Company to the Investor and other investors in the Private Placement, but that neither the Company nor any of the Underwriters is obligated to enter into the Underwriting Agreement or consummate the Public Offering; the Investor further acknowledges (for the avoidance of doubt) that, notwithstanding the use herein of the term “Underwriters,” the Private Placement does not constitute a public offering under the Securities Act or Canadian securities laws, the Underwriters are not serving as “underwriters” with respect to the Private Placement, the Shares are being offered and sold directly by the Company to the Investor and the other investors in the Private Placement, and the Underwriters will in no event have any obligation to purchase any Shares in the Private Placement.

3.15

The Investor has not incurred, and will not incur, directly or indirectly, as a result of any action taken by the Investor, any liability for brokerage or finder’s fees or agent’s commissions or any similar charges in connection with this Agreement. The Investor acknowledges that the Company will pay to the Underwriters a fee of 5.0% of the aggregate Purchase Price in respect of the sale of Shares by the Company to the Investor and to any other investor purchasing Shares in the Private Placement.

3.16

The Investor acknowledges that since the time at which the Company first contacted the Investor about the Private Placement, the Investor has not disclosed any information regarding the Private Placement or the Public Offering to any third parties (other than its legal, accounting and other advisors) and has not engaged in

3.17

The Investor acknowledges that it must depend entirely upon its own advisors for tax advice concerning an investment in the Company, that the Company has not provided any information on tax matters, and that any information provided to Investor by, or on behalf of, the Company is not to be construed as tax advice to Investor from the Company or counsel to the Company. The Investor will rely solely on its own advisors and not on any statements or representations of the Company or any of its agents and understands that the Investor (and not the Company) shall be responsible for the Investor’s own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

3.18

The Investor understands and agrees that the Company is issuing the Shares to the Investor pursuant to the exemptions from federal and state securities registration requirements under the 1933 Act. In connection therewith, the Investor represents and warrants that the Investor qualifies as an “Accredited Investor” as such term is defined under Rule 501 of the 1933 Act (a “U.S. Accredited Investor”) and has confirmed that on the Investor Questionnaire attached hereto as Exhibit “A”.

3.19

The Investor agrees to comply with all securities laws and with the policies of the Stock Exchange concerning the purchase of, the holding of, and the resale restrictions applicable to, the Shares. The Investor recognizes that the securities laws and regulations of certain jurisdictions, which may include the jurisdiction of which the Investor is a resident, may impose additional requirements relating to this Private Placement and the Investor’s purchase of the Shares. The Investor hereby agrees to execute and to comply with the terms of any additions, supplements or amendments to this Agreement which are required by the Company.

3.20

The funds representing the aggregate purchase price in respect of the Shares which will be advanced by the Investor to the Company hereunder will not represent proceeds of crime for the purpose of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the “PCMLTF Act”) or the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (the “PATRIOT Act”) and the Investor acknowledges that the Company may in the future be required by law to disclose the Investor’s name and other information relating to this Agreement and the Investor’s subscription hereunder, on a confidential basis, pursuant to the PCMLTF Act or the PATRIOT Act; to the best of the Investor’s knowledge, none of the subscription funds to be provided hereunder (i) have been or will be obtained or derived, directly or indirectly, from or related to any activity that is deemed illegal under the laws of Canada or the United States or any other jurisdiction, or (ii) are being tendered on behalf of a person or entity who has not been identified to the Investor; the Investor shall promptly notify the Company if he discovers that any such representation ceases to be true, and shall provide the Company with appropriate information in connection therewith.

3.21

The Investor has a pre-existing substantive relationship with the Company (including as a current shareholder of the Company) and initiated discussions with the Company relating to the purchase and sale of the Shares contemplated by this Agreement on an unsolicited basis prior to the date of this Agreement; the Investor did not initiate or engage in such discussions, nor did the Investor decide to enter into this Agreement, as a result of any “directed selling efforts” (as defined in Regulation S under the 1933 Act) or “general solicitation or general advertising” (within the meaning of Rule 502(c) under the 1933 Act or applicable Canadian securities laws), including, without limitation, (i) the Company’s filing of the Registration Statement, any prospectus supplement relating to the Public Offering or any other prospectus (preliminary, final, free writing or otherwise) contained in or relating to the Registration Statement, (ii) the Company’s filing of a short-form prospectus (preliminary, final or otherwise) in Canada or any province thereof relating to the Public Offering or (ii) any press release or other public communication relating to the Public Offering.

3.22

The Investor is not in the United States, was not offered the Shares in the United States, is not purchasing the Shares in the United States, did not execute this Agreement in the United States and is not a “U.S. person” (within the meaning of Regulation S under the 1933 Act).

3.23

The Investor acknowledges that no agency, stock exchange or governmental agency, securities commission or similar regulatory authority or other entity has reviewed or passed on or made any finding or determination as to the merits of or made any recommendation or endorsement with respect to the Shares.

3.24

The Investor acknowledges that there is no government or other insurance covering the Shares.

3.25

The Investor acknowledges that no representation or warranty is made by any of the Underwriters or their affiliates as to the accuracy or completeness of any materials provided to the Investor; the Investor further acknowledges that none of the Underwriters or their affiliates has made any representation or given any information to it with respect to the Company or the offering or sale of the Shares by the Company and that the Investor is not relying upon any statements made (or not made) by any of the Underwriters or their affiliates in making its decision to enter into this Agreement and purchase the Shares.

3.26

The representations and warranties made in this Agreement, the Investor Questionnaire, as well as all other information that the Investor has provided to the Company, either directly or indirectly, concerning the Investor’s financial position and knowledge of financial and business matters, is correct and complete as of the date hereof, and if there should be any material change in such information prior to the issuance to Investor of the Shares, Investor will immediately notify the Company.

Name of Corporation, Company, Trust or Benefit Plan

Taxpayer Identification Number or Canada Revenue Agency Business Number

By:

(Signature of Person Making Investment Decision)

Print Name:

Its:

(describe office or position held)

Date:

Number of Shares subscribed for by Investor

ACCEPTED BY THE COMPANY:

                 PARAMOUNT GOLD NEVADA  CORP.

1.

INVESTOR

a.

Name of entity:

b.

Form of entity:

(partnership, corporation, trust, etc.)

c.

Date of organization of entity:

d.

Address of entity:

e.

Telephone number of entity: (            )

f.

Fax number of entity: (            )

g.

Email address of entity:

h.

Please name the authorized representative(s) of the entity who will be acting for the entity in connection with its potential investment in the Company:

i.

Type of business entity is engaged in:

2.

Please state the amount, in United States dollars, of the Investor’s potential investment in the Company:

3.

The Investor is one or more of the following:

a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with a spouse in excess of $300,000 in each of those years and who reasonably expects to reach the same income level in the current year;

a natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of purchase exceeds $1,000,000, excluding the value of the primary residence of such natural person, calculated by subtracting from the estimated fair market value of the property the amount of debt secured by the property, up to the estimated fair market value of the property;

a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment;

a bank as defined in Section 3(a)(2) of the Securities Act of 1933 (the “Act”) or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity;

a broker-dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934;

an insurance company as defined in Section 2(13) of the Act;

an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of the Investment Company Act of 1940;

a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;

a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, where such plan has total assets in excess of $5,000,000.

an employee benefit plan within the meaning of Title 1 of the Employee Retirement Income Security Act of 1974, where the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or an employee benefit plan that has total assets in excess of $5,000,000, or if a

self-directed plan the investment decisions are made solely by persons that are accredited investors;

a private business development company, as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, a Massachusetts or similar business trust, a limited liability company or a partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

a director or executive officer of the Company;

an entity in which all of the equity investors is a person described above.

4.

Additionally, the Investor is a resident of Canada and is:

a non-individual purchasing as principal such number of Shares having an acquisition cost to the Investor of not
less than Cdn$150,000 paid in cash at the time of Closing.

a registrant pursuant to applicable Canadian securities laws; and/or

an insider of the Company pursuant to applicable Canadian securities laws.

5.

In furnishing the above information, the Investor, and if the Investor is an entity, the individual executing and delivering this questionnaire on behalf of the entity, acknowledge that the Company will be relying thereon in determining, among other things, whether there are reasonable grounds to believe that the Investor qualifies as a purchaser of shares of the Company’s securities. To the best of the Investor’s information and belief, the above information supplied by the Investor is true and correct in all respects and the Investor represents and warrants to the Company as follows:

(a)

The answers to the above questions may be relied upon by the Company in determining whether the offering in which the Investor proposes to participate is exempt from registration under the Act and from registration or qualification under the securities laws of various states.

(b)

The Investor will notify the Company immediately of any material change in any statement made herein occurring prior to the closing of any purchase by the Investor of securities of the Company.

6.

The Investor is able to bear the economic risk of the proposed investment and at the present time could afford a complete loss of such investment.