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 principal executiveoffices)
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) ¨
DOCUMENTS FILED AS PART OF THIS FORM 6-K
| Exhibit | Description |
|---|---|
| 99.1 | News release, dated August 26, 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 26, 2021
| By: | /s/ Jessica Largent |
|---|---|
| Name: | Jessica Largent |
| Title: | Vice President, Investor Relations and Finance |
Exhibit 99.1
NEWS RELEASE
August 26, 2021
Perpetua Resources Announces Full Exercise ofOver-Allotment Option
BOISE, ID – Perpetua Resources Corp.(Nasdaq: PPTA / TSX: PPTA) (“Perpetua Resources” or the “Company”) is pleased to announce that, in connection with the Company’s previously announced underwritten marketed public offering of common shares (the “Offering”), B. Riley Securities, Inc. and Cantor Fitzgerald Canada Corporation (together, the “Underwriters”) have exercised in full the over-allotment option (the “Over-Allotment Option”) to purchase an additional 1,428,572 common shares at a price of US$5.25 per common share. The sale of these additional common shares was completed today for aggregate gross proceeds to the Company of approximately US$7.5 million, which brings the aggregate gross proceeds of the Offering to approximately US$57.5 million.
The Company expects to use the net proceeds of the Offering and the exercise of the Over-Allotment Option to continue permitting, early restoration and field operations, engineering and design at the Stibnite Gold Project and for general corporate purposes.
No securities regulatory authority has eitherapproved or disapproved the contents of this press release. This press release shall not constitute an offer to sell or the solicitationof an offer 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.
CautionaryStatement Regarding Forward-Looking STATEMENTS 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 plans to supplya portion of the expected antimony production from the Stibnite Gold Project to Ambri Inc. and the anticipated use of proceeds from theOffering.
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: the impact of COVID-19 on the business of the Company; the regulatoryregime governing the business of the Company; the operations of the Company; the growth of the Company's business; the integration oftechnology; and the impact of litigation on the Company.
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Forward-looking statements involve known andunknown risks, future events, conditions, uncertainties and other factors that may cause actual results, performances or achievementsto be materially different from any future results, predictions, projections, forecasts, performances or achievements expressed or impliedby the forward-looking statements. Such factors include, among others, the following: risks related to the Company’s business andfinancial position; fluctuations in the market price of the company’s common shares; that the Company may not be able to accuratelypredict its rate of growth and profitability; the risk that the parties may not come to final agreement upon volume, pricing and/or otherterms or conditions necessary in order to complete the supply of antimony produced from the Stibnite Gold Project to Ambri Inc. on mutuallyacceptable terms; risks of either party being unable to fulfill the terms of the supply agreement with Ambri Inc. by virtue of delaysand/or other hindrances to reaching production on the part of Perpetua Resources and/or commercialization on the part of Ambri Inc., asapplicable; the failure of the Company to use any of the proceeds received from the Offering in a manner consistent with current expectations;and other unforeseen events, developments, or factors causing any of the aforesaid expectations, assumptions, and other factors ultimatelybeing inaccurate or irrelevant and those factors discussed in greater detail under the “Risk Factors” section of the ProspectusSupplement of the Company dated August 13, 2021 and our Annual Information Form dated March 15, 2021 for the year endedDecember 31, 2020, each available under the Company’s profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov, and shouldbe considered carefully by prospective investors.
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 GoldProject
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 Inc., 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.
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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
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