Perpetua Resources Corp S-3/A, filed Oct 27, 2022

Perpetua Resources Corp. (PPTA)

S-3/A 2022-10-27

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Added on October 19, 2026

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	Large accelerated filer ☐			Accelerated filer ☐
	Non-accelerated filer ☒			Smaller reporting company ☒
				Emerging growth company ☒

	ABOUT THIS PROSPECTUS					1
	CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS					1
	THE COMPANY					3
	IMPLICATIONS OF BEING AN EMERGING GROWTH COMPANY					3
	WHERE YOU CAN FIND MORE INFORMATION					4
	DOCUMENTS INCORPORATED BY REFERENCE					4
	RISK FACTORS					6
	USE OF PROCEEDS					6
	CERTAIN INCOME TAX CONSIDERATIONS					6
	DESCRIPTION OF COMMON AND PREFERRED SHARES					6
	DESCRIPTION OF DEBT SECURITIES					14
	DESCRIPTION OF WARRANTS					26
	DESCRIPTION OF SUBSCRIPTION RECEIPTS					27
	DESCRIPTION OF UNITS					29
	SELLING SHAREHOLDERS					30
	PLAN OF DISTRIBUTION					30
	LEGAL MATTERS					32
	EXPERTS					33

SEC registration fee	$	48,902.00
Legal fees and expenses		*
Accounting fees and expenses		*
Transfer agent and registrar fees and expenses		*
Stock exchange listing fees		*
Trustee fees and expenses		*
Printing, FINRA filing fee (if applicable) and miscellaneous expenses		*
Total		*

	Exhibit Number			Exhibits
	1.1*			Form of Underwriting Agreement.
	3.1***			Certificate of Incorporation of Perpetua Resources Corp. (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-8 (File No. 333-255147) filed with the SEC on April 9, 2021).
	3.2***			Notice of Articles and Articles filed under the Business Corporations Act (British Columbia) (incorporated by reference to Exhibit 4.2 of the Company’s Registration Statement on Form S-8 (File No. 333-255147) filed with the SEC on April 9, 2021).
	3.3***			Amendment to Articles, dated May 25, 2022 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 27, 2022).
	3.4***			Certificate of Change of Name (incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form S-8 (File No. 333-255147) filed with the SEC on April 9, 2021).
	4.1***			Description of Common Shares (incorporated by reference to Exhibit 4.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, filed with the SEC on August 12, 2022).
	4.2**			Form of Indenture.
	4.3*			Form of Debt Security.
	4.4*			Form of Warrant Agreement.
	4.5*			Form of Warrant Certificate.
	4.6*			Form of Subscription Receipt Agreement.
	4.7*			Form of Unit Agreement.
	5.1***			Opinion of Cozen O’Connor LLP as to the legality of the securities being registered.
	5.2***			Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered.
	23.1**			Consent of PricewaterhouseCoopers LLP.
	23.2**			Consent of Deloitte LLP.
	23.3***			Consent of Cozen O’Connor LLP (included as part of its opinion filed as Exhibit 5.1).
	23.4***			Consent of Vinson & Elkins L.L.P. (included as part of its opinion filed as Exhibit 5.2).
	23.5***			Consent of M3 Engineering & Technology Corporation.
	23.6***			Consent of Blue Coast Metallurgy, Ltd.
	23.7***			Consent of Value Consulting, Inc.
	23.8***			Consent of Tierra Group International, Ltd.
	23.9***			Consent of Grenvil Marquis Dunn, C.Eng.
	23.10***			Consent of Garth D. Kirkham, P.Geo.
	23.11***			Consent of Christopher Dail.
	24.1***			Powers of Attorney (included on signatures pages of this registration statement.
	107***			Filing Fee Table

	Signature			Title
	/s/ Laurel Sayer Laurel Sayer			President, Chief Executive Officer and Director (Principal Executive Officer)
	/s/ Jessica Largent Jessica Largent			Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
	* Marcelo Kim			Chairman of the Board of Directors
	* Bob Dean			Member of the Board of Directors
	* David L. Deisley			Member of the Board of Directors
	* Laura Dove			Member of the Board of Directors
	* Jeff Malmen			Member of the Board of Directors
	* Chris Papagianis			Member of the Board of Directors
	* Chris J. Robison			Member of the Board of Directors

	Signature			Title
	* Alex Sternhell			Member of the Board of Directors
	*By: /s/ Jessica Largent Name: Jessica Largent Title: Attorney-in-Fact

Trust Indenture Act Section		Indenture Section
Section 310(a)(1)		609
(a)(2)		609
(a)(3)		Not Applicable
(a)(4)		Not Applicable
(b)		608
Section 311(a)		613
(b)		613
Section 312(a)		701
		702
702
(c)		702
Section 313(a)		703
(b)		703
(c)		703
(d)		703
Section 314(a)		704
(a)(4)		101
(b)		Not Applicable
(c)(1)		102
(c)(2)		102
(c)(3)		Not Applicable
(d)		Not Applicable
(e)		102
Section 315(a)		601
(b)		602
(c)		601
(d)		601
(e)		514
Section 316(a)		101
(a)(1)(A)		502
		512
(a)(1)(B)		513
(a)(2)		Not Applicable
(b)		508
(c)		104
Section 317(a)(1)		503
(a)(2)		504
(b)		1003
Section 318(a)		107

		Page

Article I DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION		1

Section 101	Definitions	1
Section 102	Compliance Certificates and Opinions	6
Section 103	Form of Documents Delivered to Trustee	6
Section 104	Acts of Holders; Record Dates	7
Section 105	Notices, Etc., to Trustee, Company	8
Section 106	Notice to Holders; Waiver	9
Section 107	Effect of Headings and Table of Contents	9

Article II SECURITY FORMS		9

Section 201	Forms Generally	9
Section 202	Form of Face of Security	10
Section 203	Form of Reverse of Security	11
Section 204	Form of Legend for Global Securities	14
Section 205	Form of Trustee’s Certificate of Authentication	14

Article III THE SECURITIES		15

Section 301	Amount Unlimited; Issuable in Series	15
Section 302	Denominations	17
Section 303	Execution, Authentication, Delivery and Dating	17
Section 304	Temporary Securities	18
Section 305	Registration, Registration of Transfer and Exchange	18
Section 306	Mutilated, Destroyed, Lost and Wrongfully Taken Securities	20
Section 307	Payment of Interest; Interest Rights Preserved	21
Section 308	Persons Deemed Owners	22
Section 309	Cancellation	22
Section 310	Computation of Interest	22
Section 311	CUSIP Numbers	22

Article IV SATISFACTION AND DISCHARGE		23

Section 401	Satisfaction and Discharge of Indenture	23
Section 402	Application of Trust Money	24

Article V REMEDIES		24

Section 501	Events of Default	24
Section 502	Acceleration of Maturity; Rescission and Annulment	25
Section 503	Collection of Indebtedness and Suits for Enforcement by Trustee	26
Section 504	Trustee May File Proofs of Claim	26
Section 505	Trustee May Enforce Claims Without Possession of Securities	27
Section 506	Application of Money Collected	27
Section 507	Limitation on Suits	27
Section 508	Unconditional Right of Holders to Receive Principal, Premium and Interest and to Convert	27
Section 509	Restoration of Rights and Remedies	28
Section 510	Rights and Remedies Cumulative	28
Section 511	Delay or Omission Not Waiver	28
Section 512	Control by Holders	28
Section 513	Waiver of Past Defaults	28
Section 514	Undertaking for Costs	29

Section 515	Waiver of Usury, Stay or Extension Laws	29

Article VI THE TRUSTEE		29

Section 601	Certain Duties and Responsibilities	29
Section 602	Notice of Defaults	30
Section 603	Certain Rights of Trustee	30
Section 604	Not Responsible for Recitals or Issuance of Securities	32
Section 605	May Hold Securities	32
Section 606	Money Held in Trust	32
Section 607	Compensation and Reimbursement	32
Section 608	Conflicting Interests	33
Section 609	Corporate Trustee Required; Eligibility	33
Section 610	Resignation and Removal; Appointment of Successor	33
Section 611	Acceptance of Appointment by Successor	34
Section 612	Merger, Conversion, Consolidation or Succession to Business	35
Section 613	Preferential Collection of Claims Against Company	35
Section 614	Appointment of Authenticating Agent	35

Article VII HOLDERS’ LISTS AND REPORTS BY TRUSTEE AND COMPANY		36

Section 701	Company to Furnish Trustee Names and Addresses of Holders	36
Section 702	Preservation of Information; Communications to Holders	36
Section 703	Reports by Trustee	36
Section 704	Reports by Company	37

Article VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE		37

Section 801	Company May Consolidate, Etc., Only on Certain Terms	37
Section 802	Successor Substituted	37

Article IX SUPPLEMENTAL INDENTURES		38

Section 901	Supplemental Indentures Without Consent of Holders	38
Section 902	Supplemental Indentures With Consent of Holders	39
Section 903	Execution of Supplemental Indentures	40
Section 904	Effect of Supplemental Indentures	40
Section 905	Conformity with Trust Indenture Act	40
Section 906	Reference in Securities to Supplemental Indentures	40

Article X COVENANTS		40

Section 1001	Payment of Principal, Premium and Interest	40
Section 1002	Maintenance of Office or Agency	40
Section 1003	Money for Securities Payments to Be Held in Trust	41
Section 1004	Corporate Existence	41
Section 1005	Statement by Officers as to Default	42
Section 1006	Waiver of Certain Covenants	42

Article XI REDEMPTION OF SECURITIES		42

Section 1101	Applicability of Article	42
Section 1102	Election to Redeem; Notice to Trustee	42
Section 1103	Selection by Trustee of Securities to Be Redeemed	42
Section 1104	Notice of Redemption	43
Section 1105	Deposit of Redemption Price	44
Section 1106	Securities Payable on Redemption Date	44
Section 1107	Securities Redeemed in Part	45

Section 1108	No Limit on Repurchases	45

Article XII SINKING FUNDS		45

Section 1201	Applicability of Article	45
Section 1202	Satisfaction of Sinking Fund Payments with Securities	45
Section 1203	Redemption of Securities for Sinking Fund	45

Article XIII DEFEASANCE AND COVENANT DEFEASANCE		46

Section 1301	Company’s Option to Effect Defeasance or Covenant Defeasance	46
Section 1302	Defeasance and Discharge	46
Section 1303	Covenant Defeasance	46
Section 1304	Conditions to Defeasance or Covenant Defeasance	46
Section 1305	Deposited Money and U.S. Government Obligations to Be Held in Trust; Miscellaneous Provisions	48
Section 1306	Reinstatement	48

Article XIV MISCELLANEOUS PROVISIONS		49

Section 1401	Consent to Jurisdiction and Service of Process	49
Section 1402	Trust Indenture Act Matters	49
Section 1403	Successors and Assigns	49
Section 1404	Separability Clause	49
Section 1405	Benefits of Indenture	50
Section 1406	Governing Law	50
Section 1407	Legal Holidays	50
Section 1408	No Adverse Interpretation of Other Agreements	50
Section 1409	No Personal Liability of Directors, Officers, Employees and Stockholders	50
Section 1410	Language of Notices, Etc	50
Section 1411	Force Majeure	50
Section 1412	Waiver of Jury Trial	50
Section 1413	U.S.A. Patriot Act	50
Section 1414	Electronic Signature	51

Year	Redemption Price For Redemption Through Operation of the Sinking Fund	Redemption Price For Redemption Otherwise Than Through Operation

	[               ], As Trustee

	By:
		Authorized Signatory

	[           ], As Trustee

	By	[NAME OF AUTHENTICATING AGENT],
		As Authenticating Agent

	By:
		Authorized Signatory

	[               ]

	By:
	Name:
	Title:

	PERPETUA RESOURCES CORP.

	By:
	Name:
	Title:

	PERPETUA RESOURCES CORP.

	By:
	Name:
	Title: