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):May 18, 2023
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) |
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| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | 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 5.07 | Submission of Matters to a Vote of Security Holders. |
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Perpetua Resources Corp. (the “Company”) held its 2023 Annual General Meeting of Shareholders (the “Annual Meeting”) on May 18, 2023. As of March 28, 2023, the record date for the Annual Meeting (the “Record Date”), 63,100,039 common shares of the Company (the “Common Shares”) were outstanding and entitled to vote at the Annual Meeting. Holders of Common Shares were entitled to one vote per share held as of the Record Date. A summary of the matters voted upon by the shareholders and the final voting results for each such matter are set forth below.
| 1. | Each of the following persons was duly elected by the Company’s shareholders as a director for a<br>term expiring at the 2024 annual meeting of shareholders and until their successors are duly elected and qualified, subject to their earlier<br>resignation, removal or death, with votes as follows: | ||
|---|---|---|---|
| NOMINEE | FOR | WITHHOLD | BROKER NON-<br><br> <br>VOTES |
| --- | --- | --- | --- |
| Marcelo Kim | 39,082,371 | 248,638 | 4,777,992 |
| Bob Dean | 39,270,546 | 60,463 | 4,777,992 |
| Laura Dove | 39,270,051 | 60,958 | 4,777,992 |
| Rich Haddock | 39,241,849 | 89,160 | 4,777,992 |
| Jeff Malmen | 39,268,697 | 62,312 | 4,777,992 |
| Chris Pagagianis | 39,228,924 | 102,085 | 4,777,992 |
| Chris J. Robison | 39,270,256 | 60,753 | 4,777,992 |
| Laurel Sayer | 39,269,532 | 61,477 | 4,777,992 |
| Alex Sternhell | 39,237,649 | 93,360 | 4,777,992 |
| 2. | The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting<br>firm for the fiscal year ending December 31, 2023 at a remuneration to be set by the directors, was ratified by the shareholders, with<br>votes as follows: | ||
| --- | --- | ||
| FOR | WITHHOLD | BROKER NON-<br><br> <br>VOTES | |
| --- | --- | --- | |
| 44,062,728 | 46,272 | 1 |
No other matters were submitted for shareholder action at the Annual Meeting.
| Item 7.01 | Regulation FD Disclosure. |
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On May 19, 2023, the Company issued a press release announcing the results of the Annual Meeting. A copy of the press release is furnished as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
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(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release, dated May 19, 2023. |
| 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: May 19, 2023 | By: | /s/ Jessica Largent |
| Jessica Largent | ||
| Chief Financial Officer |
Exhibit 99.1
405 S 8^th^ Street #201, Boise, ID 83702
NEWS RELEASE
May 19, 2023
Perpetua Resources Reports Results of 2023 AnnualMeeting
BOISE, ID – Perpetua Resources Corp. (Nasdaq: PPTA / TSX: PPTA) (“Perpetua Resources” or “Perpetua” or the “Company”) today announced the results of its annual general meeting (the “Annual Meeting”), which was held online through a virtual meeting platform on May 18, 2023.
A total of 44,110,668 common shares were represented at the Annual Meeting, or 69.91% of the votes attached to all outstanding shares at the Company’s record date of March 28, 2023. The Company’s shareholders voted for the election of all director nominees listed in the Company’s management information proxy circular. Detailed results of the vote for the election of directors are as follows:
| Name of Nominee | Votes For | Votes <br> Withheld | Total Votes* | Percentage of <br> Votes For* | Percentage of <br> Votes Withheld* | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Marcelo Kim | 39,082,371 | 248,638 | 39,331,009 | 99.37 | % | 0.63 | % | |||||
| Chris Papagianis | 39,228,924 | 102,085 | 39,331,009 | 99.74 | % | 0.26 | % | |||||
| Laurel Sayer | 39,269,532 | 61,477 | 39,331,009 | 99.84 | % | 0.16 | % | |||||
| Jeff Malmen | 39,268,697 | 62,312 | 39,331,009 | 99.84 | % | 0.16 | % | |||||
| Chris Robison | 39,270,256 | 60,753 | 39,331,009 | 99.85 | % | 0.15 | % | |||||
| Bob Dean | 39,270,546 | 60,463 | 39,331,009 | 99.85 | % | 0.15 | % | |||||
| Alex Sternhell | 39,237,649 | 93,360 | 39,331,009 | 99.76 | % | 0.24 | % | |||||
| Laura Dove | 39,270,051 | 60,958 | 39,331,009 | 99.85 | % | 0.15 | % | |||||
| Rich Haddock | 39,241,849 | 89,160 | 39,331,009 | 99.77 | % | 0.23 | % |
* Not all shares were voted in respect of all resolutions thereforethe combined number of shares voted for or withheld (and corresponding percentages) may not add up to the total shares represented atthe Annual Meeting.
The directors were elected to hold offices until the next annual meeting of shareholders or until their successors are elected or appointed.
The Company’s shareholders also ratified the appointment of PricewaterhouseCoopers LLP, Chartered Accountants, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 at a remuneration to be set by the Directors (99.90% voted in favor).
Detailed voting results for the meeting are available on SEDAR at www.sedar.com.
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”). 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. Perpetua Resources has been awarded a Technology Investment Agreement of up to $24.8 million in Defense Production Act Title III funding to advance construction readiness and permitting of the Project. Antimony trisulfide from Stibnite is the only known domestic source of antimony that can meet U.S. defense needs for many small arms, munitions, and missile types. 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
Statements contained in this news release thatare not historical facts are "forward-looking information" or "forward-looking statements" (collectively, "Forward-LookingInformation") within the meaning of applicable Canadian securities legislation and the United States Private Securities LitigationReform Act of 1995. Forward-Looking Information includes, but is not limited to, disclosure regarding possible events, next steps andcourses of action, including plans with respect to the ability of the Company and Ambri, Inc. to perform under the supply agreement,which agreement is subject to certain conditions, including identification of one or more refiners to transform our antimony concentrateinto antimony metal, and mutual agreement on certain material terms, including volume and pricing; and the Stibnite Gold Project and thesuccess of such project. In certain cases, Forward-Looking Information can be identified by the use of words and phrases or variationsof such words and phrases or statements such as "anticipate", “expect” “plan”, “likely”, “believe”, “intend”, “forecast”, “project”, “estimate”, "potential", "could", "may", "will", "would" or “should”. Forward-Looking Information in this newsrelease are based on certain material assumptions and involve, known and unknown risks, uncertainties and other factors which may causethe actual results, performance or achievements of Perpetua Resources to be materially different from any future results, performanceor achievements expressed or implied by the Forward-Looking Information. Such risks and other factors include those factors discussedin Perpetua Resources' public filings with the U.S. Securities and Exchange Commission (the “SEC”) and its Canadian disclosurerecord. Although Perpetua Resources has attempted to identify important factors that could affect Perpetua Resources and may cause actualactions, events or results to differ materially from those described in Forward-Looking Information, there may be other factors that causeactions, events or results not to be as anticipated, estimated or intended. There can be no assurance that Forward-Looking Informationwill prove to be accurate, as actual results and future events could differ 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 uncertaintiesthat may affect the Company’s business, see the “Risk Factors” and “Management’s Discussion and Analysisof Financial Condition and Results of Operations” sections of the Company’s filings with the SEC, including Perpetua’sAnnual Report on Form 10-K filed with the SEC on March 16, 2023, which are available at www.sec.gov and with the Canadian securitiesregulators, which are available at www.sedar.com. Except as required by law, Perpetua Resources does not assume any obligation to releasepublicly any revisions to Forward-Looking Information contained in this news release to reflect events or circumstances after the datehereof or to reflect the occurrence of unanticipated events.
Responsible Mining. Critical Resources. Clean Future.
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