8-K
PERPETUA RESOURCES CORP. (PPTA)
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 25, 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 | |
| --- | --- | |
| (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 3.03 | Material Modification to Rights of Security Holders. |
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The information set forth in Item 5.03 of this Current Report on Form 8-K (this “Current Report”) is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
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As described below in Item 5.07, on May 25, 2022, the shareholders of Perpetua Resources Corp. (the “Company”) approved an amendment (the “Amendment”) to the Company’s articles (the “Articles”) to increase the quorum threshold of meetings of shareholders from 10% to 33 ^1^/3% of the voting power of outstanding common shares of the Company (the “Common Shares”). A copy of the Amendment is attached as Exhibit 3.1 to this Current Report and is hereby incorporated into this Item 5.03 by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
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The Company held its 2022 Annual General and Special Meeting of Shareholders (the “Annual Meeting”) on May 25, 2022. As of April 4, 2022, the record date for the Annual Meeting (the “Record Date”), 62,973,526 of the Common Shares were outstanding and entitled to vote at the Annual Meeting. Holders of Common Shares were entitled to one vote per share held as of the Record Date. A summary of the matters voted upon by the shareholders and the final voting results for each such matter are set forth below.
| 1. | The proposal to fix the number of directors of the Company at nine (9), was approved by the shareholders,<br>with votes as follows: | ||||||
|---|---|---|---|---|---|---|---|
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||
| --- | --- | --- | --- | ||||
| 40,707,365 | 148,365 | 0 | 2,942,695 | ||||
| 2. | Each of the following persons was duly elected by the Company’s shareholders as a director for a<br>term expiring at the 2023 annual meeting of shareholders and until their successors are duly elected and qualified, subject to their earlier<br>resignation, removal or death, with votes as follows: | ||||||
| --- | --- | ||||||
| NOMINEE | FOR | AGAINST | ABSTAIN | BROKER<br> NON-<br><br> VOTES | |||
| --- | --- | --- | --- | --- | --- | --- | --- |
| Marcelo Kim | 40,596,609 | 0 | 259,121 | 2,942,695 | |||
| Bob Dean | 40,625,463 | 0 | 230,267 | 2,942,695 | |||
| David L. Deisley | 40,617,201 | 0 | 238,529 | 2,942,695 | |||
| Laura Dove | 40,663,491 | 0 | 192,239 | 2,942,695 | |||
| Jeff Malmen | 40,619,303 | 0 | 236,427 | 2,942,695 | |||
| Chris Pagagianis | 40,619,948 | 0 | 235,782 | 2,942,695 | |||
| Chris J. Robison | 40,621,168 | 0 | 234,562 | 2,942,695 | |||
| Laurel Sayer | 40,658,969 | 0 | 196,761 | 2,942,695 | |||
| Alex Sternhell | 40,653,438 | 0 | 202,292 | 2,942,695 | |||
| 3. | The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting<br>firm for the fiscal year ending December 31, 2022 at a remuneration to be set by the directors, was ratified by the shareholders, with<br>votes as follows: | ||||||
| --- | --- | ||||||
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||
| --- | --- | --- | --- | --- | |||
| 43,670,386 | 0 | 128,039 | 0 | ||||
| 4. | The amendment to the Articles of the Company to require<br>the presence, in person or by proxy, of two or more shareholders representing at least 33 ^1^/3%<br>of the outstanding shares entitled to be voted in order to constitute a quorum at any meeting of shareholders in<br>order to comply with Nasdaq listing requirements, was approved by the shareholders, with votes as follows: | ||||||
| --- | --- | ||||||
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||
| --- | --- | --- | --- | ||||
| 40,259,045 | 596,685 | 0 | 2,942,695 |
No other matters were submitted for shareholder action at the Annual Meeting.
| Item 7.01 | Regulation FD Disclosure. |
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On May 26, 2022, the Company issued a press release announcing the results of the Annual Meeting. A copy of the press release is furnished as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
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(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 3.1 | Amendment<br>to Articles, dated May 25, 2022. |
| 99.1 | Press Release, dated May 26, 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 27, 2022 | By: | /s/ Jessica Largent |
| Jessica Largent | ||
| Chief Financial Officer |
Exhibit 3.1
PERPETUA RESOURCES CORP.(the “Company”)
AMENDMENT TO THE ARTICLES OF THE COMPANYEFFECTED ON MAY 25, 2022
Pursuant to section 42(2)(a)(iv) of the British Columbia Business Corporations Act, the following is an extract of the special resolution of the shareholders of the Company passed at the Annual General and Special Meeting of the Company held on May 25, 2022 (the “Meeting”) and the minutes of the Meeting were received for deposit at the records office of the Company on May 25, 2022, the effective date of the amendment.
The undersigned, Terese Gieselman, Secretary of the Meeting and Corporate Secretary of the Company, hereby certifies that the following is a true and complete copy of the special resolution of the shareholders of the Company passed at the Meeting:
“UPON MOTION IT WAS RESOLVED as a special resolution that:
| 1. | The amendment to the Articles of the Company to raise the quorum threshold for shareholder meetings to<br>two shareholders present in person or represented by proxy representing at least 33 1/3 of the shares entitled to be voted, as described<br>in the Notice of 2022 Annual General and Special Meeting of Shareholders and Proxy Statement of the Company dated April 11, 2022 in respect<br>of the Company’s annual general and special meeting of holders of Common Shares in the capital of the Company is hereby authorized<br>and approved; and |
|---|---|
| 2. | any one director or officer of the Company is hereby authorized and directed for and in the name of and<br>on behalf of the Company to execute or cause to be executed and to deliver or cause to be delivered all such documents, and to do or cause<br>to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to carry out<br>the terms of this resolution, such determination to be conclusively evidenced by the execution and delivery of such documents or the doing<br>of any such act or thing.” |
| --- | --- |
The Definitive Proxy Statement relating to the Meeting states that Sections 11.3, 11.6 and 11.7 of the Company’s Articles will be altered by deleting the text of each of Section 11.3, Section 11.6 and Section 11.7 in its entirety and replacing such sections with the following:
“11.3 Quorum
Subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is two shareholders present in person or represented by proxy representing at least 33 ^1^/3 of the shares entitled to be voted.
11.6 Lack of Quorum
If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is not present:
| a. | in the case of a general meeting requisitioned by shareholders, the meeting is dissolved, and |
|---|---|
| b. | in the case of any other meeting of shareholders, the chair of the meeting or the chair of the board may<br>adjourn the meeting from time to time without further notice. If a quorum is present or represented at a reconvened meeting<br>following such an adjournment, any business may be transacted that might have been transacted at the meeting as originally called. The<br>shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of<br>enough shareholders to leave less than a quorum. |
| --- | --- |
11.7 [Intentionallyleft blank]”
Dated this 25^th^ day of May, 2022
| /s/ Terese Gieselman |
|---|
| Terese Gieselman |
| Corporate Secretary |
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Exhibit 99.1
405 S 8^th^ Street #201, Boise, ID 83702
NEWS RELEASE
May 26, 2022
Perpetua Resources Reports Results of 2022 AnnualMeeting
BOISE, ID – Perpetua Resources Corp. (Nasdaq: PPTA / TSX: PPTA) (“Perpetua Resources” or “Perpetua” or the “Company”) today announced the results of its annual general and special meeting (the “Annual Meeting”), which was held online through a virtual meeting platform on May 25, 2022.
A total of 43,798,425 common shares were represented at the Annual Meeting, or 69.55% of the votes attached to all outstanding shares at the Company’s record date of April 4, 2022. The Company’s shareholders voted in favor of fixing the number of directors at 9 (99.64% voted in favor) and for the election of all director nominees listed in the Company’s management information proxy circular. Detailed results of the vote for the election of directors are as follows:
| Name of Nominee | Votes For | Votes <br><br>Withheld | Total Votes* | Percentage of<br><br> Votes For* | Percentage of<br><br> Votes Withheld* | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Marcelo Kim | 40,596,609 | 259,121 | 40,855,730 | 99.37 | % | 0.63 | % | |||||
| Chris Papagianis | 40,619,948 | 235,782 | 40,855,730 | 99.42 | % | 0.58 | % | |||||
| Laurel Sayer | 40,658,969 | 196,761 | 40,855,730 | 99.52 | % | 0.48 | % | |||||
| Jeff Malmen | 40,619,303 | 236,427 | 40,855,730 | 99.42 | % | 0.58 | % | |||||
| Chris Robison | 40,621,168 | 234,562 | 40,855,730 | 99.43 | % | 0.57 | % | |||||
| Bob Dean | 40,625,463 | 230,267 | 40,855,730 | 99.44 | % | 0.56 | % | |||||
| David Deisley | 40,617,201 | 238,529 | 40,855,730 | 99.42 | % | 0.58 | % | |||||
| Alex Sternhell | 40,653,438 | 202,292 | 40,855,730 | 99.50 | % | 0.50 | % | |||||
| Laura Dove | 40,663,491 | 192,239 | 40,855,730 | 99.53 | % | 0.47 | % |
* Not all shares were voted in respect of all resolutions thereforethe combined number of shares voted for or withheld (and corresponding percentages) may not add up to the total shares represented atthe Annual Meeting.
The directors were elected to hold offices until the next annual meeting of shareholders or until their successors are elected or appointed.
The Company’s shareholders also ratified the appointment of PricewaterhouseCoopers LLP, Chartered Accountants, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 at a remuneration to be set by the Directors (99.71% voted in favor).
The Company’s shareholders also approved a special resolution to approve and adopt an amendment to the Articles of the Company to alter the quorum requirements such that the presence, in person or by proxy, of two or more shareholders representing at least 33^1^/3% of the outstanding shares entitled to be voted in order to constitute a quorum at any meeting of shareholders of the Company (98.54% voted in favor).
Detailed voting results for the meeting are available on SEDAR at www.sedar.com.
For further information about Perpetua Resources Corp., please contact:
Chris Fogg
Investor Relations Manager
chris.fogg@perpetuacorp.us
Info@perpetuacorp.us
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Mckinsey Lyon
Vice President External Affairs
media@perpetua.us
Website: www.perpetuaresources.com
About Perpetua Resources and the Stibnite 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.
Forward-Looking Information
Statements contained in this news release thatare not historical facts are "forward-looking information" or "forward-looking statements" (collectively, "Forward-LookingInformation") within the meaning of applicable Canadian securities legislation and the United States Private Securities LitigationReform Act of 1995. Forward-Looking Information includes, but is not limited to, disclosure regarding possible events, next steps andcourses of action, including plans with respect to the ability of the Company and Ambri, Inc. to perform under the supply agreement, whichagreement is subject to certain conditions, including identification of one or more refiners to transform our antimony concentrate intoantimony metal, and mutual agreement on certain material terms, including volume and pricing; the Sustainability Roadmap and the goalsoutlined thereunder; and the Stibnite Gold Project and the success of such project. In certain cases, Forward-Looking Information canbe identified by the use 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”.Forward-Looking Information in this news release are based on certain material assumptions and involve, known and unknown risks, uncertaintiesand other factors which may cause the actual results, performance or achievements of Perpetua Resources to be materially different fromany future results, performance or achievements expressed or implied by the Forward-Looking Information. Such risks and other factorsinclude, 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. Except as requiredby law, Perpetua Resources does not assume any obligation to release publicly any revisions to Forward-Looking Information contained inthis news release to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
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