8-K

PERPETUA RESOURCES CORP. (PPTA)

8-K 2022-05-16 For: 2022-05-16
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Added on April 08, 2026

UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549

FORM 8-K

CURRENT REPORTPursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934

Date of report (date of earliest event reported):May 16, 2022

Perpetua Resources Corp.

(Exact name of registrant as specified in its charter)

British Columbia 001-39918 98-1040943
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
405 S. 8th Street, Ste. 201<br><br> <br>Boise, Idaho 83702
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(Address of principal executive offices) (Zip Code)

Registrant’s telephone

number, including area code: (208) 901-3060

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities<br>Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12)
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¨ Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b))
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¨ Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Shares, without par value PPTA Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 7.01 Regulation FD Disclosure.

On May 16, 2022, Perpetua Resources Corp. issued a press release announcing highlights from the first quarter of 2022. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and incorporated herein by reference.

The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly incorporated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d)       Exhibits.

Exhibit No. Description
99.1 Press Release, dated May 16, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

PERPETUA RESOURCES CORP.
Dated: May 16, 2022 By: /s/ Jessica Largent
Jessica Largent
Chief Financial Officer

Exhibit 99.1

405 S 8^th^ Street #201, Boise, ID 83702

NEWS RELEASE

May 16, 2022

Perpetua ResourcesAnnounces First Quarter 2022 Highlights

BOISE, ID – Perpetua Resources Corp. (Nasdaq: PPTA / TSX: PPTA) (“Perpetua Resources” or “Perpetua” or the “Company”) announced today that its unaudited condensed consolidated financial results for the period ended March 31, 2022 were filed. For details, please see the Company’s filings available on EDGAR and SEDAR.

Perpetua Resources’ vision is to provide the U.S. with a domestic source of the critical mineral antimony, develop one of the largest and highest-grade open pit gold mines in the country and restore an abandoned brownfield site. Perpetua Resources is focused on advancing the permitting for the Stibnite Gold Project through the National Environmental Policy Act (“NEPA”) process.

First Quarter2022 and Recent Highlights:

Zero<br> lost time incidents and zero reportable environmental spills in the first quarter of 2022
Strengthened<br> Board with appointment of Laura Dove who brings three decades of external affairs and stakeholder<br> management experience
Promoted<br> Jessica Largent to CFO and hired Chris Fogg as Investor Relations Manager
Launched<br> Sustainability Roadmap outlining 13 goals that will guide Perpetua
Released<br> the Company’s first annual report as a U.S. domestic issuer
Continued<br> productive mediation discussions with the Nez Perce Tribe and an extension to the stay on<br> the Clean Water Act matter was recently granted through July 31, 2022
Prepared<br> contractor competitive bid package for the stream diversion clean up work expected to begin<br> this summer under the Administrative Settlement and Order on Consent (“ASAOC”)
Welcomed<br> Idaho’s Congressional Delegation submitting floor remarks and issuing a statement supporting<br> critical mineral independence
Stibnite<br> Advisory Council began review of the first data collected from the Independent Water Quality<br> Monitoring program

“Perpetua Resources had a productive quarter as we continued to advance our project through the permitting process, further strengthened our team and launched our Sustainability Roadmap,” said Laurel Sayer, President and CEO of Perpetua Resources. “I look forward to the public seeing how our project improvements are designed to leave water quality and overall habitat in better shape than today while also responsibly producing critical minerals for our national interests. I remain confident that the additional evaluation of our project will address the concerns raised during the last public review and we are hopeful that it will allow the U.S. Forest Service to designate a preferred project alternative in the third quarter of 2022.”

Permitting Update:

On February 22, 2022, Perpetua announced the U.S. Forest Service (“USFS”) is expected to publish the Supplemental Draft Environmental Impact Statement (“SDEIS”) for public review early in the third quarter of 2022. In the first quarter of 2022, the USFS completed all of the 17 specialist reports for cooperating agency review and recently circulated the preliminary SDEIS for cooperating agency review. The comprehensive scientific analysis by the USFS and cooperating agencies, combined with the additional public review of the SDEIS, fortify the rigorous process mandated by NEPA.

Responsible Mining. Critical Resources. Clean Future.

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The Company also advanced work on several ancillary permits in the first quarter of 2022, which are being progressed in parallel with the NEPA process. The Air Permit to Construct draft permit was released for public comment by the Idaho Department of Environmental Quality (“IDEQ”) in January 2022. The public comment period closed in March 2022 after a 30 day extension. In addition, the Idaho Pollution Discharge Elimination System (“IPDES”) application for industrial outfalls was submitted in January and deemed complete in early March. Perpetua’s water rights permit application is continuing through the administrative process after being submitted to the Idaho Department of Water Resources (“IDWR”) in 2021.

For further information about Perpetua Resources Corp., please contact:

Chris Fogg

Investor Relations Manager

chris.fogg@perpetuacorp.us

Info@perpetuacorp.us

Mckinsey Lyon

Vice President External Affairs

media@perpetua.us

Website: www.perpetuaresources.com

About Perpetua Resources and theStibnite Gold Project

Perpetua 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 US-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.

Responsible Mining. Critical Resources. Clean Future.

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Forward-Looking Information

Statements containedin this news release that are not historical facts are "forward-looking information" or "forward-looking statements"(collectively, "Forward-Looking Information") within the meaning of applicable Canadian securities legislation and the UnitedStates Private Securities Litigation Reform Act of 1995. Forward-Looking Information includes, but is not limited to, disclosure regardingpossible events, next steps and courses of action including actions to be taken by government agencies and regulatory bodies; predictionsregarding improvements to water quality and other environmental conditions at the site; reduction of the Project footprint and the anticipatedbenefits and other effects thereof; our and Ambri, Inc.’s ability to perform under the supply agreement, which agreement issubject to certain conditions, including identification of one or more refiners to transform our antimony concentrate into antimony metal,and mutual agreement on certain material terms, including volume and pricing; the Sustainability Roadmap and the goals outlined thereunder;and the Stibnite Gold Project and the success of such project. In certain cases, Forward-Looking Information can be identified by theuse of words and phrases or variations of such words and phrases or statements such as "anticipate", “expect” “plan”, “likely”, “believe”, “intend”, “forecast”, “project”, “estimate”, "potential", "could", "may", "will", "would" or “should”. In preparingthe Forward-Looking Information in this news release, Perpetua Resources has applied several material assumptions, including, but notlimited to, assumptions that the current exploration, development, environmental and other objectives concerning the Stibnite Gold Projectcan be achieved and that its other corporate activities will proceed as expected; that the goals outlined in the Sustainability Roadmapare achievable; that we and Ambri will be able to agree on the terms of the Ambri agreement; and that general business and economic conditionswill not change in a materially adverse manner and that permitting and operations costs will not materially increase; that the reviewprocess under the NEPA (including any joint review process involving the USFS, the State of Idaho and other agencies and regulatory bodies)as well as the public review process and SDEIS will proceed in a timely manner and as expected; and that all requisite information willbe available in a timely manner. Forward-Looking Information involves known and unknown risks, uncertainties and other factors whichmay cause the actual results, performance or achievements of Perpetua Resources to be materially different from any future results, performanceor achievements expressed or implied by the Forward-Looking Information. Such risks and other factors include, among others, changesin laws and regulations and changes in the application of standards pursuant to existing laws and regulations which may result in unforeseenresults in the permitting process; uncertainty surrounding input to be received from regulators and community stakeholders; risks relatedto unforeseen delays in the review process including availability of personnel from the USFS, State of Idaho and other stated, federaland local agencies and regulatory bodies (including, but not limited to, future US government shutdowns); risks related to oppositionto the Project; those factors discussed in Perpetua Resources' public filings with the U.S. Securities and Exchange Commission (the “SEC”)and its Canadian disclosure record. Although Perpetua Resources has attempted to identify important factors that could affect PerpetuaResources and may cause actual actions, events or results to differ materially from those described in Forward-Looking Information, 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 Information 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 Information. For further information on theseand other risks and uncertainties that may affect the Company’s business, see the “Risk Factors” and “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s filings with the SEC,which are available at www.sec.gov and with the Canadian securities regulators, which are available at www.sedar.com. Exceptas required by law, Perpetua Resources does not assume any obligation to release publicly any revisions to Forward-Looking Informationcontained in this news release to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipatedevents.

Responsible Mining. Critical Resources. Clean Future.

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