Perpetua Resources Corp 6-K, filed Nov 15, 2021
Perpetua Resources Corp. (PPTA)
About this 6-K
Perpetua Resources Corp filed this 6-K on November 15, 2021.
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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
For the month of November 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
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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: November 15, 2021 | By: | /s/ Jessica Largent |
| Name: | Jessica Largent | |
| Title: | Vice President, Investor Relations and Finance | |
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Exhibit 99.1
Perpetua Resources Corp.
405 S. 8th Street, Ste. 201
Boise, ID 83702
Tel:208.9013060
www.perpetuaresources.com
November 15, 2021
British Columbia Securities Commission
Ontario Securities Commission
Alberta Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan
Manitoba Securities Commission
Financial and Consumer Services Commission (New Brunswick)
Newfoundland and Labrador Securities Commission
Nova Scotia Securities Commission
Prince Edward Island Securities Office
Dear Sirs/Mesdames:
Re: Perpetua Resources Corp. (the "Company") - Resignation and Appointment of Auditor
The Company has received the resignation of its auditor and has appointed PricewaterhouseCoopers LLP, as the Company's auditor in the place of Deloitte LLP.
As required by National Instrument 51-102, we enclose the Reporting Package, being the Notice of Change of Auditor and a letter from each of the former and successor auditors.
The information circular in respect of the Company's next annual general meeting of shareholders will include: (a) the enclosed material as an appendix, and (b) a summary of the contents of such material, with a cross reference to the appendix.
PERPETUA RESOURCES CORP.
| Per: | “Laurel Sayer” | |
| LAUREL SAYER | ||
| President & CEO |
Critical Resources. Responsible Mining. Environmental Restoration.
Exhibit 99.2
PERPETUA RESOURCES CORP.
NOTICE OF CHANGE OF AUDITOR
| To: | Deloitte LLP, Chartered Professional Accountants |
| And To: | PricewaterhouseCoopers LLP, Chartered Professional Accountants |
| And To: | British Columbia Securities Commission Ontario Securities Commission |
Alberta Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan
Manitoba Securities Commission
Financial and Consumer Services Commission (New Brunswick)
Financial Services Regulation Division Newfoundland and Labrador
Nova Scotia Securities Commission
Office of the Superintendent of Securities Office (Prince Edward Island)
Pursuant to section 4.11 of National Instrument 51-102 Continuous DIslclosure Obligation (“NI 51-102”) Perpetua Resources Corp. (the "Company") hereby provides notice of the following:
| 1) | The Company is changing its auditor from Deloitte LLP, Chartered Professional Accountants, of 939 Granville Street, Vancouver, BC, V6Z 1L3, to PricewaterhouseCoopers LLP, of 1900 16th Street, Suite 1600, Denver, CO, 80202-5258. Deloitte LLP resigned as auditor of the Company effective November 15, 2021, at the request of the Company. |
| 2) | Deloitte LLP has not expressed any modified opinion in its auditor’s reports on the Company’s financial statements relating to the ”relevant period” (as such term is defined in section 4.11(1) of NI 51-102). |
| 3) | There have been no reportable events as defined in National Instrument 51-102 in connection with the audits by Deloitte LLP of the Company's most recently completed financial year or any subsequent period up to the date of this Notice. |
| 4) | The resignation of Deloitte LLP as auditor and the recommendation to appoint PricewaterhouseCoopers LLP as successor auditor has been approved by the Company's Audit Committee. |
DATED this 15th day of November, 2021.
PERPETUA RESOURCES CORP.
| Per: | “Laurel Sayer” | |
| LAUREL SAYER | ||
| President & CEO |
Exhibit 99.3
 | Deloitte LLP 939 Granville Street Vancouver, BC V6Z 1L3 Canada
Tel: 604-669-4466 Fax: 604-685-0395 www.deloitte.ca |
November 15, 2021
| To: | British Columbia Securities Commission |
Ontario Securities Commission
Alberta Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan
Manitoba Securities Commission
Financial and Consumer Services Commission (New Brunswick)
Financial Services Regulation Division, Newfoundland and Labrador
Nova Scotia Securities Commission
Office of the Superintendent of Securities Office (Prince Edward Island)
Dear Sirs/Mesdames:
Re: Perpetua Resources Corp. (the "Company")
As required by subparagraph (5)(a)(ii) of section 4.11 of National Instrument 51-102, we have reviewed the information contained in the Company's Notice of Change of Auditor(the “Notice”) dated November 15, 2021, and based on our knowledge of such information at this time, we agree with the information contained in the Notice as it relates to Deloitte LLP.
Yours very truly,
/s/ Deloitte LLP
Chartered Professional Accountants
Exhibit 99.4
November 15, 2021
| To: | British Columbia Securities Commission |
Ontario Securities Commission
Alberta Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan
Manitoba Securities Commission
Financial and Consumer Services Commission (New Brunswick)
Newfoundland and Labrador Securities Commission
Nova Scotia Securities Commission
Prince Edward Island Securities Office
Dear Sirs/Mesdames:
Re: Perpetua Resources Corp. (the "Company")
As required by subparagraph (6)(a)(ii) of section 4.11 of National Instrument 51-102, we have reviewed the information contained in the Company's Notice of Change of Auditor (the “Notice”) dated November 15, 2021, and based on our knowledge of such information at this time, we agree with the information contained in the Notice as it relates to PricewaterhouseCoopers LLP.
We understand that the Notice of Change of Auditor, along with this letter and a similar letter from Deloitte LLP will be provided to the Company's shareholders with the meeting materials relating to the Company's next annual general meeting of shareholders.
Yours very truly,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP, 1900 Sixteenth Street, Suite 1600, Denver,
CO 80202
T: (720) 931 7000, F: (720) 931 7100, www.pwc.com/us
Exhibit 99.5
NEWS RELEASE
November 15, 2021
Perpetua Resources Announces Appointment of PricewaterhouseCoopers as Auditors
BOISE, ID – Perpetua Resources Corp. (Nasdaq: PPTA / TSX: PPTA) (“Perpetua Resources” or the “Company”) today announced that, following a thorough and competitive review process, it has changed its auditor from Deloitte LLP (the “Former Auditor”) to PricewaterhouseCoopers LLP (the “Successor Auditor”). The Successor Auditor will conduct a US GAAP audit of the Company’s annual financial statements for the 2021 financial year in connection with Perpetua transitioning to a U.S. Domestic Issuer. Copies of the Notice of Change of Auditor and letters from the Former Auditor and Successor Auditor have been filed on SEDAR.
"We are pleased to announce PricewaterhouseCoopers LLP as a reputable partner as we transition to a U.S. Domestic Issuer and continue advancing our strategy to focus the Company’s business in the U.S. We would like to thank the Canadian Deloitte team for their expertise and guidance over the last ten years," said Laurel Sayer, President and CEO of Perpetua Resources.
The Company confirms there have been no modified opinions in the Former Auditor's reports for the two most recently completed financial years or for any period subsequent to the most recently completed period for which an audit report was issued and preceding November 15, 2021; the Company's Board of Directors and Audit Committee each approved the resignation of the Former Auditor and the appointment of the Successor Auditor in place of the Former Auditor; there were no reportable events (as defined in National Instrument 51-102, Continuous Disclosure Obligations) in connection with each of the Former Auditor's audits of the Company; and the Notice of Change of Auditor was approved by the Company's Board of Directors.
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
Responsible Mining. Critical Resources. Clean Future.
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