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):December 16, 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)) |
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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 1.01 | Entry into a Material Definitive Agreement. |
|---|
Effective December 16, 2022, Perpetua Resources Idaho, Inc. (“Perpetua”), a wholly owned subsidiary of Perpetua Resources Corp. (the “Company”), entered into an undefinitized Technology Investment Agreement (“TIA”) with the United States Department of Defense, Air Force Research Laboratory (“DOD”) for an award of up to $24,800,000 under Title III of the Defense Production Act (“DPA”). The funding objective of the TIA is to complete environmental and engineering studies necessary to obtain a Final Environmental Impact Statement, a Final Record of Decision, and other ancillary permits to sustain the domestic production of antimony trisulfide capability for defense energetic materials at the Stibnite Gold Project. The DOD award is an expenditure-based TIA whereby Perpetua may request reimbursement for certain costs incurred over the next 24 months related to environmental baseline data monitoring, environmental and technical studies and other activities related to advancing Perpetua’s construction readiness and the permitting process for the Stibnite Gold Project.
The TIA is subject to negotiation of a definitized agreement with the DOD. Until the agreement is definitized, the maximum funding available under the TIA is capped at $18,600,000, 75% of the not-to-exceed amount. Perpetua expects to enter into a definitized agreement in the first half of 2023. However, there is no assurance that Perpetua will be able to finalize the definitized agreement on the expected timeline or at all. The TIA contains customary terms and conditions for technology investment agreements, including ongoing reporting obligations.
| Item 7.01 | Regulation FD Disclosure. |
|---|
On December 19, 2022, the Company issued a press release announcing the TIA. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and incorporated herein by reference. Perpetua has applied for additional awards from the DOD under Title III of the DPA based on satisfaction of certain milestones related to the Stibnite Gold Project. Perpetua has not received a decision with respect to the supplemental funding. There can be no assurance that any additional funding will be provided or, if provided, the amount, timing and conditions of any such awards.
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 9.01 | Financial Statements and Exhibits. |
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(d) Exhibits.
| ExhibitNo. | Description |
|---|---|
| 99.1 | Press Release, dated December 19, 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: December 19,<br> 2022 | By: | /s/ Jessica Largent |
| Jessica Largent | ||
| Chief Financial Officer |
Exhibit 99.1
405 S 8^th^ Street #201, Boise, ID 83702
NEWS RELEASE
December 19, 2022
Perpetua Resources Receives Critical MineralsAward of up to $24.8 million under the Defense Production Act
Perpetua receives Defense Production Act TitleIII funding to advance construction readiness, environmental baseline monitoring and environmental studies as the Stibnite Gold Projectcontinues through the permitting process
Stibnite Gold Project is poised to be the onlydomestically mined source of the critical mineral antimony, which is essential for national defense
BOISE, ID – Perpetua Resources Corp. (Nasdaq: PPTA / TSX: PPTA) announced today that its wholly owned subsidiary, Perpetua Resources Idaho, Inc. (collectively, “Perpetua Resources” or “Perpetua” or the “Company”), was awarded a Technology Investment Agreement of up to $24.8 million under Title III of the Defense Production Act (“DPA”). The funding objective of the Technology Investment Agreement, issued by the Air Force Research Laboratory, is to complete environmental and engineering studies necessary to obtain a Final Environmental Impact Statement, a Final Record of Decision, and other ancillary permits to sustain the domestic production of antimony trisulfide capability for defense energetic materials.
Antimony trisulfide is essential to national defense as a key component for munitions yet there is no U.S. mined supply. Perpetua plans to re-establish a domestic supply of the critical mineral antimony as a by-product of one of the highest-grade open pit gold resources in the United States. The DPA funding allows the Company to advance the construction readiness of the Stibnite Gold Project while the Company continues through the ongoing permitting process, led by the United States Forest Service (“USFS”).
Under the funding agreement, Perpetua may request reimbursement for certain costs incurred over 24 months related to environmental baseline data monitoring, environmental and technical studies and other activities related to advancing Perpetua’s construction readiness and permitting process for the Stibnite Gold Project. The DPA funding does not interrupt the ongoing National Environmental Policy Act (“NEPA”) review process. The DPA award is separate from the previously announced Small Business Innovation Research Phase 1 funding awarded to Perpetua by the Defense Logistics Agency in September 2022.
“As Perpetua continues advancing our project through the permitting process, we are honored to enter this agreement to help advance our construction readiness for future development,” said Laurel Sayer, President and CEO of Perpetua Resources. “Our vision remains unchanged, which is to redevelop a world class gold deposit, provide the country with a critical mineral, and restore an abandoned brownfield site. Today, we continue to build momentum towards turning our vision into a reality.”
Perpetua’s proposed Stibnite Gold Project, located in central Idaho, is in the sixth year of review under NEPA. The project is designed to restore environmental conditions in the historic Stibnite mining district while responsibly redeveloping one of the highest-grade open pit gold resources in the U.S. and becoming the only domestically mined source of the critical mineral antimony.
Perpetua expects that current cash resources, combined with the full DPA agreement, would provide the Company with sufficient liquidity to complete permitting and early restoration activities on the current timeline as well as additional liquidity to begin advancing construction readiness.
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“The Department’s DPA Investments Program is delivering on its core mission to restore domestic industrial capabilities essential to the national defense by enabling the warfighter,” said Halimah Najieb-Locke, Deputy Assistant Secretary of Defense for Industrial Base Resilience. “This action reinforces the Administration’s goals to increase the resilience of our critical mineral supply chains while deterring adversarial aggression.”
About the Department of Defense’s DefenseProduction Act Title III Program:
The Defense Production Act (the “DPA”) is intended to ensure that America has the resources, materials and technologies needed for national security. The DPA Title III program is dedicated to ensuring the timely availability of essential domestic industrial resources to support national defense and homeland security requirements now and in the future.
In order to qualify for funding opportunities under the DPA Title III, proposed projects must meet the following criteria:
| · | The<br> industrial resource, material, or critical technology item is essential to the national defense |
|---|---|
| · | Without<br> Presidential action, United States industry cannot reasonably be expected to provide the<br> capability for the needed industrial resource, material, or critical technology item in a<br> timely manner |
| --- | --- |
| · | Purchases,<br> purchase commitments, or other action pursuant to the DPA are the most cost effective, expedient,<br> and practical alternative method for meeting the need |
| --- | --- |
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
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.
Responsible Mining. Critical Resources. Clean Future.
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Forward-Looking Information and Cautionary Note
Investors should be aware that full fundingunder the DPA Technology Investment Agreement is subject to negotiation of a definitized agreement with the Department of Defense. Untilthe agreement is definitized, the maximum funding available is capped at 75% of the not to exceed agreement of $24.8 million. While Perpetuaexpects to enter into a definitized agreement in the first half of 2023, there is no assurance that we will be able to finalize the definitizedagreement on the expected timeline or at all. 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 ongoing funding and anticipated liquidity; our ability to comply withand obtain permits related to the Stibnite Gold Project (“Project”); actions to be taken by the Department of Defense, USFS,the State of Idaho and other government agencies and regulatory bodies; negotiation of the definitized agreement and anticipated approvalof reimbursement requests; our ability to successfully implement and fund the Project and the occurrence of the expected benefits fromthe Project; our and Ambri Inc.'s ability to perform under the supply agreement, which agreement is subject to certain conditions, includingidentification of one or more refiners to transform our antimony concentrate into antimony metal, and mutual agreement on certain materialterms, including volume and pricing. In certain cases, Forward-Looking Information can be identified by the use of words and phrasesor 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 newsrelease, Perpetua Resources has applied several material assumptions, including, but not limited to, assumptions that we will successfullynegotiate a definitized agreement and that the full amount of the DPA award will be funded on the expected timeline; that the currentexploration, development, environmental and other objectives concerning the Stibnite Gold Project can be achieved and that its othercorporate activities will proceed as expected; that the review process under the NEPA (including any joint review process involving theUSFS, the State of Idaho and other agencies and regulatory bodies) as well as the public review process and SDEIS will proceed in a timelymanner and as expected; that we will be able to obtain sufficient funding to finance permitting, pre-construction and construction ofthe Project and that all requisite information will be available in a timely manner. Forward-Looking Information are based on certainmaterial assumptions and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performanceor achievements of Perpetua Resources to be materially different from any future results, performance or achievements expressed or impliedby the Forward-Looking Information. Such risks and other factors include changes in laws and regulations and changes in the applicationof standards pursuant to existing laws and regulations which may result in unforeseen results in the permitting process; uncertaintysurrounding input to be received from regulators and community stakeholders; risks related to dependence on key personnel; risks relatedto unforeseen delays in the review process including availability of personnel from the USFS, State of Idaho and other stated, federaland local agencies and regulatory bodies (including, but not limited to, future US government shutdowns); risks related to oppositionto the Project; risks related to increased or unexpected costs in operations or the permitting process; risks that necessary financingwill be unavailable when needed on acceptable terms, or at all; risks related to the outcome of litigation and potential for delay ofthe Project, as well as 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 thatcould affect Perpetua Resources and may cause actual actions, events or results to differ materially from those described in Forward-LookingInformation, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. Therecan be no assurance that Forward-Looking Information will prove to be accurate, as actual results and future events could differ materiallyfrom those anticipated in such statements. Accordingly, readers should not place undue reliance on Forward-Looking Information. For furtherinformation on these and 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, whichare available at www.sec.gov and with the Canadian securities regulators, which are available at www.sedar.com. Except as required bylaw, 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.
Responsible Mining. Critical Resources. Clean Future.
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