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):October 28, 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) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
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 October 28, 2022, the United States Forest Service (“USFS”) released the Supplemental Draft Environmental Impact Statement (“SDEIS”) on Perpetua Resources Corp.’s (the “Company”) Stibnite Gold Project for public comment and identified the Company’s proposed action, the “Modified Mine Plan,” as the Preferred Alternative. The SDEIS specifies a public comment period of 75 days, ending on January 10, 2023. The foregoing description of the SDEIS does not purport to be complete and is qualified in its entirety by reference to the full text of the SDEIS, which can be found in the Environmental Protection Agency (“EPA”) EIS database filed under EIS number 20220154 and will be available on the USFS project page at https://www.fs.usda.gov/project/?project=50516. The SDEIS and information on the EPA and USFS websites are not incorporated by reference into, and do not constitute a part of, this Current Report on Form 8-K (the “Current Report”).
Also on October 28, 2022, the Company issued a press release relating to the USFS’s release of the SDEIS on the Stibnite Gold Project. 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 8.01 | Other Events. |
|---|
The information in the first paragraph under Item 7.01 of this Current Report is incorporated by reference herein.
Cautionary Statement
The publication of the SDEIS and the identification by the USFS of the Modified Mine Plan as the Preferred Alternative does not indicate any commitments on the part of the USFS with regard to a final decision. In developing the Final Environmental Impact Statement (“FEIS”), the next phase of the NEPA planning process, the USFS may select various actions based on the Modified Mine Plan or each of the alternatives analyzed in the SDEIS. The SDEIS is subject to review and comment by the public through the public review period, which may be extended by the USFS in its sole discretion. The Project is also subject to additional permits and approvals and will require the Company to obtain additional funding in order to commence operations. There can be no assurance that such permits, approvals or funding will be obtained in a timely manner or at all. For further information on these and other risks and uncertainties that may affect the Company’s business, see the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s filings with the SEC and with the Canadian securities regulators. Except as required by law, the Company does not assume any obligation to release publicly any updates to the information contained in this Current Report to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release, dated October 28, 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: October 28, 2022 | By: | /s/ Jessica Largent |
| Jessica Largent | ||
| Chief Financial Officer |
Exhibit 99.1
405 S 8th Street #201, Boise, ID 83702
NEWS RELEASE
October 28, 2022
U.S. Forest Service Chooses Perpetua Resources’Proposed Stibnite Gold Project as Preferred Alternative
Supplemental Draft Environmental Impact Statementpublished for 75-day public review and comment.
Perpetua’s Proposed Action includes improvementsthat are responsive to public input and designed to improve environmental outcomes.
Perpetua Resources is positioned to providethe only U.S. mined source of antimony, ending reliance on China and Russia for the critical mineral essential to national defense andclean energy transition.
BOISE, ID – Perpetua Resources Corp. (Nasdaq: PPTA / TSX: PPTA) (“Perpetua Resources” or “Perpetua” or “the Company”) announced today that the United States Forest Service (“USFS”) has released the Supplemental Draft Environmental Impact Statement (“SDEIS”) on the Stibnite Gold Project (“Project”) for public comment and has identified Perpetua’s proposed action, the “Modified Mine Plan,” as the Preferred Alternative. Identification of the Preferred Alternative by the USFS is a major milestone in the advancement of the Project and provides clarity for the remainder of the National Environmental Policy Act (“NEPA”) process.
“The Stibnite Gold Project is one step closer to restoring an abandoned mine site, providing hundreds of family-wage jobs for Idahoans, producing the only domestic mined source of antimony to protect our national security, and supporting America’s clean energy transition,” said Laurel Sayer, President and CEO of Perpetua Resources. “Perpetua submitted an initial plan of restoration and operations six years ago and our team has worked tirelessly to develop a responsible, modern mining project that can have a positive impact on Idaho and our nation. We have listened to community feedback and the process has made our plan even better.”
Thorough Permitting Process Improved Project:
In response to public and agency feedback on the Draft Environmental Impact Statement (“DEIS”) released by the USFS in August 2020, Perpetua proposed modifications to the mine plan analyzed in Alternative 2 in the DEIS and submitted a Modified Mine Plan to the USFS in December 2020. The Modified Mine Plan included refinements to reduce the project footprint, improve water quality, and lower water temperature. The USFS chose to advance this modified project design to an SDEIS to further evaluate the project refinements and compare the Company’s proposed site access via Burntlog Route to an alternative option using current roads. Perpetua’s design improvements in the Modified Mine Plan included:
| · | Decreased on-site disturbance footprint, a 13%<br>reduction from 2016 design |
|---|---|
| · | Reduced mined material by 10% (44 million tons) |
| --- | --- |
| · | Eliminated waste rock storage areas (168 acres) |
| --- | --- |
| · | Reduced volume of Hangar Flats pit by 70% and<br>completely backfilled pit |
| --- | --- |
| · | Added extra geosynthetic covers to protect long-term<br>water quality |
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| · | Increased riparian vegetation and low flow channels<br>to reduce water temperature |
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| · | Developed additional habitat feature to replace<br>bull trout habitat |
| --- | --- |
| · | Modified ore processing circuit to improve tailings<br>chemistry |
| --- | --- |
Stibnite Gold Project Designed with Solutionsin Mind:
The Stibnite Gold Project is designed to restore the legacy environmental conditions at the abandoned mine site while responsibly redeveloping one of the highest-grade, open pit gold resources in the United States and become the only domestically mined source of the critical mineral antimony, which is essential to the national defense and energy sectors.
The Project plans to address the long-standing environmental issues plaguing the historic mine site. Unconstrained tailings and mine waste left behind from over a century of mining activity have increased metal levels in the ground and surface water at Stibnite and salmon have been blocked from native spawning grounds for more than 80 years. Perpetua’s efforts to combine mineral redevelopment with legacy restoration are expected to improve water quality over existing conditions, leave the river with enhanced habitat, open miles of perennial habitat for salmon, and increase the number of wetland acres on site today.
The Project is expected to produce gold and the critical mineral antimony. The United States Government has made clear that securing a domestic antimony supply is strategically important to our national interests. Today, China, Russia, and Tajikistan control 90% of the global supply of antimony and the United States has no mined source. The Stibnite Gold Project has the only identified reserve of antimony in the United States (USGS, 2021) and could provide a responsible and secure domestic source to satisfy the growing demand from the defense and energy sectors.
Supplemental Draft Environmental Impact StatementMaterials:
Individuals who wish to view the SDEIS have 75 days to submit their comments to the USFS. The document can be found in the Environmental Protection Agency EIS database filed under EIS number 20220154 and will be available on the USFS project page at https://www.fs.usda.gov/project/?project=50516. Additional information on the Project and Perpetua’s plans to redevelop and restore the site, reconnect salmon to their native spawning grounds, produce America’s only source of the critical mineral antimony and contribute to the economic success of Idaho can be found at www.PerpetuaResources.com. Comments on the SDEIS are due by January 10, 2023.
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
Responsible Mining. Critical Resources. Clean Future. ****
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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 and Cautionary Note
Investors should be aware that the publicationof the SDEIS and the identification by the USFS of the Modified Mine Plan as the Preferred Alternative does not indicate any commitmentson the part of the USFS with regard to a final decision. In developing the Final Environmental Impact Statement (“FEIS”),the next phase of the NEPA planning process, the USFS may select various actions based on the Modified Mine Plan or each of the alternativesanalyzed in the SDEIS. The SDEIS is subject to review and comment by the public through the public review period, which may be extendedby the USFS in its sole discretion. In addition, statements contained in this news release that are not historical facts are "forward-lookinginformation" or "forward-looking statements" (collectively, "Forward-Looking Information") within the meaningof applicable Canadian securities legislation and the United States Private Securities Litigation Reform Act of 1995. Forward-LookingInformation includes, but is not limited to, disclosure regarding possible events, next steps and courses of action including environmentalclean up actions by us and our contractors; our ability to comply with and obtain permits related to the Stibnite Gold Project; actionsto be taken by the USFS, the State of Idaho and other government agencies and regulatory bodies; the timing of the public review period;predictions regarding improvements to water quality and other environmental conditions at the site, including with respect to processand timing of such improvements; reduction of the Project footprint and the anticipated benefits and other effects thereof; our abilityto successfully implement the Project and the occurrence of the expected benefits from the Project, including contributions to the workforce,national security and clean energy transition; our and Ambri Inc.’s ability to perform under the supply agreement, which agreementis subject to certain conditions, including identification of one or more refiners to transform our antimony concentrate into antimonymetal, and mutual agreement on certain material terms, including volume and pricing. 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”.In preparing the Forward-Looking Information in this news release, Perpetua Resources has applied several material assumptions, including,but not limited to, assumptions that the current exploration, development, environmental and other objectives concerning the StibniteGold Project can be achieved and that its other corporate activities will proceed as expected; that the review process 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 publicreview process and SDEIS will proceed in a timely manner and as expected; that we will be able to obtain sufficient funding to financepermitting, pre-construction and construction of the Project and that all requisite information will be available in a timely manner.Forward-Looking Information are based on certain material assumptions and involve known and unknown risks, uncertainties and other factorswhich may cause the actual results, performance or achievements of Perpetua Resources to be materially different from any future results,performance or achievements expressed or implied by the Forward-Looking Information. Such risks and other factors include changes in lawsand regulations and changes in the application of standards pursuant to existing laws and regulations which may result in unforeseen resultsin the permitting process; uncertainty surrounding input to be received from regulators and community stakeholders; risks related to dependenceon key personnel; risks related to unforeseen delays in the review process including availability of personnel from the USFS, State ofIdaho and other stated, federal and local agencies and regulatory bodies (including, but not limited to, future US government shutdowns);risks related to opposition to the Project; risks related to increased or unexpected costs in operations or the permitting process; risksthat necessary financing will be unavailable on acceptable terms, or at all; risks related to the outcome of litigation and potentialfor delay of the Project, as well as those factors discussed in Perpetua Resources' public filings with the U.S. Securities and ExchangeCommission (the “SEC”) and its Canadian disclosure record. Although Perpetua Resources has attempted to identify importantfactors that could affect Perpetua Resources and may cause actual actions, events or results to differ materially from those describedin Forward-Looking Information, there may be other factors that cause actions, events or results not to be as anticipated, estimated orintended. There can be no assurance that Forward-Looking Information will prove to be accurate, as actual results and future events coulddiffer materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on Forward-Looking Information.For further information on these and other risks and uncertainties that may affect the Company’s business, see the “Risk Factors”and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’sfilings 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 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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