Perpetua Resources Corp 6-K, filed Feb 23, 2021
Perpetua Resources Corp. (PPTA)
About this 6-K
Perpetua Resources Corp filed this 6-K on February 23, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT
TO RULE 13a-16 OR 15d-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2021
Commission File Number: 001-39918
Perpetua Resources Corp.
(Translation of registrant's name into English)
405 S. 8th Street, Ste 201
Boise, Idaho 83702
(Address of 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) ¨
DOCUMENTS FILED AS PART OF THIS FORM 6-K
| Exhibit | Description | |
| 99.1 | Material Change Report, dated February 19, 2021 | |
| 99.2 | News release, dated February 23, 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: February 23, 2021 | |||
| By: | /s/ Darren Morgans | ||
| Name: Darren Morgans | |||
| Title: Chief Financial Officer | |||
Exhibit 99.1
Form 51-102F3
Material Change Report
| Item 1 | Name and Address of Issuer |
Perpetua Resources Corp. (the "Company")
405 S. 8th Street
Boise, ID 83702
| Item 2 | Date of Material Change |
February 16, 2021 and February 17, 2021
| Item 3 | News Release |
News releases dated February 16, 2021 and February 17, 2021, issued and disseminated through the facilities of Canada Newswire and filed on the System for Electronic Document Analysis and Retrieval (SEDAR).
| Item 4 | Summary of Material Change |
On February 16, 2021, the Company announced that it had changed its name from "Midas Gold Corp." to "Perpetua Resources Corp." effective February 15, 2021 and the Company's common shares had been approved for listing on the Nasdaq Stock Market ("Nasdaq").
On February 17, 2021, the Company announced that it had entered an agreement with the Nez Perce Tribe to stay the Tribe's Clean Water Act lawsuit.
| Item 5.1 | Full Description of Material Change |
On February 16, 2021, the Company announced that it had changed its name from "Midas Gold Corp." to "Perpetua Resources Corp." effective February 15, 2021 and that the Company's common shares had been approved for listing on the Nasdaq. The Company also announced that Jessica Largent has joined the Company as Vice President of Investor Relations and Finance and Tanya Nelson (formerly the Human Resources Manager and Corporate Secretary of Midas Gold Idaho, Inc.) has been promoted to Vice President of Human Resources and Corporate Secretary of the Company.
On February 17, 2021, the Company released the following statement regarding an agreement with the Nez Perce Tribe to stay the Tribe's Clean Water Act lawsuit:
"The Nez Perce Tribe and Perpetua Resources (previously Midas Gold) have jointly moved for a 3-month stay of the Tribe's Clean Water Act lawsuit while they pursue a Court-ordered dispute resolution process. The litigation stay will allow the parties to work with a neutral judge or mediator to determine if there are grounds to work out a resolution of the lawsuit."
On February 18, 2021 the Company's common shares commenced trading under its new name and the stock symbol "PPTA" on the Toronto Stock Exchange and Nasdaq.
2
| Item 5.2 | Disclosure for Restructuring Transactions |
Not applicable.
| Item 6 | Reliance on subsection 7.1(2) of National Instrument 51-102 |
Not applicable.
| Item 7 | Omitted Information |
Not applicable.
| 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 |
February 19, 2021
Exhibit 99.2
405 S 8th Street #201, Boise, ID 83702
NEWS RELEASE
FEBRUARY 23, 2021
PERPETUA RESOURCES APPOINTS ENDEAVOUR FINANCIAL AS FINANCIAL ADVISOR
BOISE, ID – Perpetua Resources Corp. (formerly Midas Gold Corp.) (NASDAQ:PPTA / TSX:PPTA) (“Perpetua Resources” or the “Company”) announced today the appointment of Endeavour Financial (“Endeavour”) as its financial advisor to assist in the evaluation of funding options to support the development of the Company’s world class Stibnite Gold Project (“Project”), following the release of its Feasibility Study in December 2020.
Endeavour is a leading independent advisor dealing exclusively with the natural resources sector. It specializes in the junior to mid-tier market, providing advice on financing projects from multiple funding sources. The Endeavour team offers more than 160 years of mining finance experience and specializes in arranging multi-sourced funding structures for single asset development companies.
“We are pleased to announce the appointment of Endeavour Financial as our financial advisor for the arrangement of the project financing for the Stibnite Gold Project,” said Laurel Sayer, President and CEO of Perpetua Resources. “Endeavour is a well-regarded firm with a strong track record of success in the mining industry. Our vision is to provide the U.S. with a source of the critical mineral antimony, operate one of the highest-grade open pit gold mines in the country and restore and redevelop an abandoned brownfield site. This appointment is another important milestone as we look to move forward from permitting into development and restoration.”
George Pyper, Managing Director of Endeavour’s advisory business, commented: “Endeavour is delighted to be able to work with the Perpetua Resources team to evaluate and execute financing for the development of this world class asset.”
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
| CRITICAL RESOURCES. RESPONSIBLE MINING. ENVIRONMENTAL RESTORATION | 1 |
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. Antimony is a federally designated critical mineral for its use in the national defense, aerospace and technology sectors. 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.
About Endeavour Financial:
Endeavour Financial is a private independent merchant banking company focused on providing expert and unbiased financial advisory services to the global natural resources sector. Endeavour Financial has a history of achieving success for clients based on resource industry focus, innovative transaction skills and the diverse professional backgrounds of its award-winning team. Offering advice in project, corporate and debt capital markets; equity-linked financings; mergers and acquisitions; and strategic business development over more than three decades, Endeavour Financial has established itself as a leading financial advisor in the natural resources sector. More information on Endeavour Financial and its services can be found at www.endeavourfinancial.com.
| CRITICAL RESOURCES. RESPONSIBLE MINING. ENVIRONMENTAL RESTORATION. | 2 |