6-K
PERPETUA RESOURCES CORP. (PPTA)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
Form 6-K
REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF
THESECURITIES EXCHANGE ACT OF 1934
Forthe month of August 2021
CommissionFile Number: 001-39918
PerpetuaResources Corp.
(Translationof registrant's name into English)
405S. 8th Street, Ste 201
Boise, Idaho83702
(Addressof principal executive 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) ¨
DOCUMENTSFILED AS PART OF THIS FORM 6-K
| Exhibit | Description |
|---|---|
| 99.1 | News Release, dated August 12, 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 12, 2021
| By: | /s/ Jessica Largent |
|---|---|
| Name: | Jessica Largent |
| Title: | Vice President, Investor Relations and Finance |
Exhibit 99.1
Perpetua Resources Announces Public Offering of Common Shares
BOISE, Idaho, Aug. 12, 2021 /CNW/ - Perpetua ResourcesCorp. (NASDAQ: PPTA) (TSX: PPTA) ("Perpetua Resources" or the "Company") today announced the launch of a marketed public offering of Perpetua Resources common shares (the "Common Shares") in the United States and Canada (the "Offering").
The Common Shares will be offered by the Company in an underwritten public offering with B. Riley Securities, Inc. and Cantor Fitzgerald Canada Corporation (collectively, the "Underwriters") acting as joint book-running managers. The Offering is subject to market and other conditions and the total price and size will be determined upon the signing of the underwriting agreement (the "Underwriting Agreement").
Perpetua Resources will grant the Underwriters an over-allotment option, exercisable for a period of 30 days from the date of the Underwriting Agreement, to purchase up to an additional 15% of the total number of Common Shares to be sold pursuant to the Offering.
The Company expects to use the net proceeds of the Offering to continue permitting, early restoration and field operations, engineering and design at the Stibnite Gold Project and for general corporate purposes.
In connection with the Offering, Perpetua Resources will file a preliminary prospectus supplement (the "Preliminary Prospectus Supplement") to its base shelf prospectus dated April 1, 2021 (the "Base Shelf Prospectus") to offer securities in each of the provinces of Canada, except Quebec. The Base Shelf Prospectus was filed with, and declared effective by, the U.S. Securities and Exchange Commission ("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 Preliminary Prospectus Supplement will also be filed with the SEC (the "U.S. Preliminary Prospectus Supplement"). The Offering will be 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 Base Shelf Prospectus and the U.S. Preliminary Prospectus Supplement. Such documents contain important information about the Offering. Prospective investors should read the Base Shelf Prospectus and the Preliminary Prospectus Supplement as well as the Base Shelf Prospectus and U.S. Preliminary Prospectus Supplement before making an investment decision.
Closing of the Offering will be subject to a number of customary conditions, including the signing of the Underwriting Agreement, the listing of the Common Shares issued as part of the Offering on Nasdaq and the TSX, and the receipt of all necessary approvals, including any required Nasdaq and TSX approvals. There can be no assurance as to whether or when the Offering will be completed.
Copies of the Base Shelf Prospectus, when filed, and the Preliminary Prospectus Supplement can be found on SEDAR at www.sedar.com, and a copy of the Registration Statement and, when filed, the U.S. Preliminary Prospectus Supplement can be found on EDGAR at www.sec.gov. Copies of such documents may also be obtained by contacting the Company or any of the following sources: B. Riley Securities, Inc. at (703) 312-9580 or by emailing prospectuses@brileyfin.com, Cantor Fitzgerald Canada Corporation in Canada, by emailing ecmcanada@cantor.com, or Cantor Fitzgerald & Co. in the U.S., by emailing prospectus@cantor.com.
No securities regulatory authority has either approvedor disapproved the contents of this press release. This press release shall not constitute an offer to sell or the solicitation of anoffer to buy nor shall there be any sale of the Common Shares in any province, state or jurisdiction in which such offer, solicitationor sale would be unlawful prior to the registration or qualification under the securities laws of any such province, state or jurisdiction.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKINGSTATEMENTS OR INFORMATION
Certain statements contained in this news releaseconstitute forward-looking statements or "forward-looking information" within the meaning of applicable Canadian and UnitedStates securities laws ("forward-looking statements"). Often, but not always, forward-looking statements can be identified bythe use of words such as "plans", "expects" or "does not expect", "is expected", "budget","scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate",or "believes", or describes a "goal", or variation of such words and phrases or state that certain actions, eventsor results "may", "could", "would", "might" or "will" be taken, occur or be achieved.Forward-looking statements in this news release include, but are not limited to, information and statements regarding: the conduct ofthe Offering; obtaining required approvals from the Nasdaq and the TSX; the granting of the Underwriters' over-allotment option; and theanticipated use of proceeds from the Offering.
Forward-looking statements are neither historicalfacts nor assurances of future performance, instead they reflect the Company's beliefs and assumptions based on information availableat the time the statements were made. Actual results or events may differ from those predicted in these forward-looking statements. TheCompany does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, futureevents or otherwise. All of the Company's forward-looking statements are qualified by the assumptions that are stated or inherent in suchforward-looking statements, including the assumptions listed below. Although the Company believes that these assumptions are reasonable,this list is not exhaustive of factors that may affect any of the forward-looking statements. The key assumptions that have been madein connection with the forward-looking statements include the following: there being sufficient investor demand for the Offering; economicand market conditions being conducive to the Offering on the timeline currently anticipated; the impact of COVID-19 on the business ofthe Company; the regulatory regime governing the business of the Company; the operations of the Company; the growth of the Company's business;the integration of technology; and the impact of litigation on the Company.
Forward-looking statements involve known and unknownrisks, future events, conditions, uncertainties and other factors that may cause actual results, performances or achievements to be materiallydifferent from any future results, predictions, projections, forecasts, performances or achievements expressed or implied by the forward-lookingstatements. Such factors include, among others, the following: risks related to the Company's business and financial position; fluctuationsin the market price of the Common Shares; that the Company may not be able to accurately predict its rate of growth and profitability;risks related to the COVID-19 pandemic and its impact on the Company, economic conditions, and global markets; the failure of the Companyand/or the Underwriters to satisfy closing conditions to the Offering; the failure of the Company to satisfy certain Nasdaq and/or TSXlisting requirements; the failure of the Company to use any of the proceeds received from the Offering in a manner consistent with currentexpectations; and other unforeseen events, developments, or factors causing any of the aforesaid expectations, assumptions, and otherfactors ultimately being inaccurate or irrelevant and those factors discussed in greater detail under the "Risk Factors" sectionof the Preliminary Prospectus Supplement and our Annual Information Form dated March 15, 2021 for the year ended December 31, 2020, eachavailable under the Company's profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov, and should be considered carefully by prospectiveinvestors.
If any of these risks or uncertainties materialize,or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future eventsmight vary materially from those anticipated in the forward-looking information. Although the Company has attempted to identify importantfactors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, theremay be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurancethat forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipatedin such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
The Company disclaims any intention or obligationto update or revise any forward-looking statements whether as a result of new information, future events, or otherwise, except in accordancewith applicable securities laws.
About Perpetua Resources and the Stibnite GoldProjectPerpetua Resources Corp., through its wholly owned subsidiaries, is focused on the exploration, site restoration and redevelopment of gold-antimony-silver deposits in the Stibnite-Yellow Pine district of central Idaho that are encompassed by the Stibnite Gold Project. The Project is one of the highest-grade, open pit gold deposits in the United States and is designed to apply a modern, responsible mining approach to restore an abandoned mine site and produce both gold and the only mined source of antimony in the United States. Further advancing Perpetua Resources' ESG and sustainable mining goals, the Project will be powered by the lowest carbon emissions grid in the nation and a portion of the antimony produced from the Project will be supplied to Ambri, a U.S.-based company commercializing a low-cost liquid metal battery essential for the low-carbon energy transition. In addition to the Company's commitments to transparency, accountability, environmental stewardship, safety and community engagement, Perpetua Resources adopted formal ESG commitments which can be found here.
View original content:https://www.prnewswire.com/news-releases/perpetua-resources-announces-public-offering-of-common-shares-301354651.html
SOURCE Perpetua Resources Corp.
View original content: http://www.newswire.ca/en/releases/archive/August2021/12/c2286.html
%CIK: 0001526243
For further information: For further information about Perpetua Resources Corp., please contact: Jessica Largent, Vice President Investor Relations and Finance, jessica.largent@perpetuacorp.us, info@perpetuacorp.us; Mckinsey Lyon, Vice President External Affairs, media@perpetua.us, Website: www.perpetuaresources.com
CO: Perpetua Resources Corp.
CNW 16:01e 12-AUG-21