6-K
PERPETUA RESOURCES CORP. (PPTA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2021
Commission File Number: 001-39918
Perpetua ResourcesCorp.
(Translation of registrant's name into English)
405S. 8th Street, Ste 201
Boise, Idaho83702
(Address of principalexecutive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ¨ Form 40-F x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1) ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7) ¨
INCORPORATION BY REFERENCE
Exhibit 99.1 to this Report on Form 6-K is hereby incorporated by reference as an exhibit to the Registration Statement on Form F-10 of Perpetua Resources Corp. (File No. 333-254517).
DOCUMENTS FILED AS PART OF THIS FORM 6-K
| Exhibit | Description |
|---|---|
| 99.1 | Material Change Report, dated August 17, 2021 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| PERPETUA RESOURCES CORP. | ||
|---|---|---|
| Date: August 17, 2021 | ||
| By: | /s/ Jessica Largent | |
| Name: | Jessica Largent | |
| Title: | Vice President, Investor Relations and Finance |
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Exhibit 99.1
FORM 51-102F3MATERIAL CHANGE REPORT
ITEM 1. NAME AND ADDRESS OF ISSUER
Perpetua Resources Corp. (the “Company”)
Suite 201, 405 S 8^th^ Street
Boise, Idaho 83702
ITEM 2. DATE OF MATERIAL CHANGE
August 9, 2021, August 12, 2021, August 13, 2021 & August 17, 2021.
ITEM 3. NEWS RELEASE
News releases issued on August 9, 2021, August 12, 2021, August 13, 2021 & August 17, 2021 were disseminated through the facilities of PRNewswire and filed on the System for Electronic Document Analysis and Retrieval (SEDAR).
ITEM 4. SUMMARY OF MATERIAL CHANGE
On August 9, 2021, the Company announced that it had entered into an agreement (the “Supply Agreement”) to supply a portion of antimony production from its Stibnite Gold Project to Ambri Inc. (“Ambri”), establishing the foundation to help facilitate the decarbonisation of energy grids in the United States and around the world.
On August 12, 2021, the Company announced an over-night public offering (the “Offering”) of the common shares of the Company and filed a preliminary prospectus supplement dated August 12, 2021 to its base shelf prospectus dated April 1, 2021 (the “Base Shelf Prospectus”) in connection with the Offering, with the definitive price of the Offering to be determined in the context of the market.
On August 13, 2021, the Company announced the pricing of the Offering and filed a final prospectus supplement (the “Prospectus Supplement”). Pursuant to an underwriting agreement with B. Riley Securities, Inc., and Cantor Fitzgerald & Co. (collectively, the “Underwriters”), the Company agreed to sell 9,523,810 common shares (the “Offered Shares”) at a price of US$5.25 per share (the “OfferingPrice”) for gross proceeds of US$50 million. The Company also granted to the Underwriters a 30-day over-allotment option (the “Over-Allotment Option”), exercisable to purchase up to an additional 1,428,572 common shares at the Offering Price.
On August 17, 2021, the Company announced that the Offering was completed on the terms as previously announced, with the Over-Allotment Option not yet having been exercised.
ITEM 5.1 FULL DESCRIPTION OF MATERIAL CHANGE
Ambri, a U.S. company, has developed an antimony-based, low-cost liquid metal battery for the stationary, long-duration, daily cycling energy storage market. Ambri batteries combine technological innovation with commercial applications for low-cost, long lifespan and safe energy storage systems that will increase the overall contribution from renewable sources to help enable the transition to green, carbon-free power grids. The Stibnite Gold Project will provide Ambri with antimony from the only responsible and domestically mined source of the critical mineral in the United States.
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The Supply Agreement contains certain standard commercial terms which contain options for treatment, refining, transport, and tolling charges. The minimum commitment of the Company’s antimony production for Ambri’s battery manufacturing is expected to power over 13 Gigawatt hours of battery capacity, which is equivalent to over 8 times the total additions to the entire U.S. energy storage market in 2020. The Supply Agreement contains a provision for fixed pricing and higher volumes that can be mutually agreed to by both parties. The Company and Ambri will also collaborate to identify opportunities to lower carbon emissions in their respective operations with the use of renewable energy combined with battery storage.
The Company completed the Offering through the Underwriters pursuant to which the Company issued an aggregate of 9,523,810 Offered Shares at a price of US$5.25 per share for gross proceeds of US$50 million. The Offered Shares were offered to purchasers in the United States and each of the provinces of Canada, except Québec. The Base Shelf Prospectus was filed with, and declared effective by, the U.S. Securities and Exchange Commission (the “SEC”) as part of a registration statement on Form F-10 under the U.S.-Canada multijurisdictional disclosure system (MJDS). A U.S. version of the Prospectus Supplement has also been filed with the SEC. The Offering was made in Canada only by means of the Base Shelf Prospectus and Preliminary Prospectus Supplement and in the United States only by means of the registration statement on Form F-10.
Paulson & Co. Inc. (“Paulson”) purchased 3,835,810 Offered Shares to maintain its pro rata interest of 40.276% of outstanding common shares, pursuant to Paulson’s contractual participation right under the amended and restated investor rights agreement dated March 17, 2020 between Paulson, Idaho Gold Resources Company, LLC (a subsidiary of Midas Gold) and the Company.
By virtue of the participation of Paulson, an insider of the Company, the Offering constituted a “related party transaction” under Multilateral Instrument 61-101 Protectionof Minority Security Holders in Special Transactions (“MI 61-101”). The Company relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to subsections 5.5(a) and 5.7(1)(a) thereunder.
The Company did not file a material change report more than 21 days before the expected closing of the Offering as the details of the Offering and the participation therein by related parties of the Company were not settled until shortly prior to closing and the Company wished to close the Offering on an expedited basis for sound business reasons.
ITEM 5.2 DISCLOSURE FOR RESTRUCTURING TRANSACTIONS
Not applicable
ITEM 6. RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT51-102
Not applicable
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ITEM 7. OMITTED INFORMATION
There are no significant facts required to be disclosed herein which have been omitted.
ITEM 8. EXECUTIVE OFFICER
| Contact: | Jessica Largent, Vice President Investor Relations and Finance |
|---|---|
| Email: | Jessica.Largent@Perpetuacorp.us |
| --- | --- |
| Info@perpetuacorp.us |
ITEM 9. DATE OF REPORT
August 17, 2021