SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _____________________ FORM 8-K _____________________ CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): May 12, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
FORM 8-K
_____________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (date of earliest event reported): May 12, 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
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 Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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
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. ☐
Title of each class Trading Symbol(s)
Name of each exchange on which
registered
Common Shares, without par value PPTA Nasdaq Capital Market
Item 8.01 Other Events.
Perpetua Resources Corp. (the “Company”), in connection with the filing of its Quarterly Report on Form 10 -Q
for the quarter ended March 31, 2023, is refiling as Exhibit 99.1 hereto its consolidated financial statements that were
previously included in its Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”) and
the related report of the Company’s independent registered public accounting firm.
The financial statements filed as Exhibit 99.1 hereto are identical to those included in the Form 10-K other than
an update to Note 1 to the consolidated financial statements to disclose that, due to circumstances arising after the
filing of the Form 10-K on March 16, 2023, there was substantial doubt about the Company’s ability to continue as a
going concern. The report of the Company’s independent registered public accounting firm included in Exhibit 99.1
hereto also includes a paragraph noting management’s conclusion regarding substantial doubt about the Company’s
ability to continue as a going concern. Other than as described in the preceding sentences, Exhibit 99.1 does not revise,
modify, update or otherwise affect the Form 10- K, including the consolidated financial statements . See “—Liquidity
and Capital Resources” in the Company’s Quarterly Report on Form 10 -Q for the period ended March 31, 2023 for
more information.
This Form 8-K is being filed only for the purposes described above, and all other information in the Form 10-
K remains unchanged. In order to preserve the nature and character of the disclosures set forth in the Form 10 -K, the
items included in Exhibit 99.1 of this Form 8-K have been updated solely for the matters described above. No attempt
has been made in this Form 8-K to reflect events or occurrences after the date of the filing of the Form 10-K on March
16, 2023, and it should not be read to modify or update other disclosures as presented in the Form 10- K. As a result,
this Form 8 -K should be read in conjunction with the Form 10- K and the C ompany’s filings made with the SEC
subsequent to the filing of the Form 10-K. References in the attached exhibits to the Form 10-K or parts thereof refer
to the Form 10-K for the year ended December 31, 2022, filed on March 16, 2023.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
23.1 Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP.
99.1 Revised Part II, Item 8. “Financial Statements and Supplementary Data” of Perpetua Resources Corp.’s
Annual Report on Form 10-K for the year ended December 31, 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: May 12, 2023 By: /s/ Jessica Largent
Jessica Largent
Chief Financial Officer
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-
266071) and Form S-8 (Nos. 333-255147 and 333-256925) of Perpetua Resources Corp. of our report dated
March 16, 2023, except with respect to the matters that raise substantial doubt about the Company’s ability to
continue as a going concern discussed in Note 1, as to which the date is May 12, 2023, relating to the financial
statements, which appears in this Current Report on Form 8-K.
/s/ PricewaterhouseCoopers LLP
Denver, Colorado
May 12, 2023
1
Exhibit 99.1
Item 8. Financial Statements and Supplementary Data
PERPETUA RESOURCES CORP.
TABLE OF CONTENTS
Page
Report of Independent Registered Public Accounting Firm 2
Consolidated Balance Sheets 3
Consolidated Statements of Operations 4
Consolidated Statements of Changes in Shareholders' Equity 5
Consolidated Statements of Cash Flows 6
Notes to Consolidated Financial Statements 7
2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of Perpetua Resources Corp.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Perpetua Resources Corp. and its subsidiaries (the
“Company”) as of December 31, 2022 and 2021, and the related consolidated statements of operations, of changes in
shareholders' equity and of cash flows for the years then ended, including the related notes (collectively referred to as the
“consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material
respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its
cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of
America.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going
concern. As discussed in Note 1 to the consolidated financial statements, the Company has had continuing net losses and
increasing costs of the administrative settlement agreement and order on consent (ASAOC) restoration obligations and other
corporate expenses that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express
an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm
registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those
standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were
we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain
an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the
effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our
audits also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable
basis for our opinion.
/s/ PricewaterhouseCoopers LLP
Denver, Colorado
March 16, 2023, except with respect to the matters that raise substantial doubt about the Company’s ability to continue as a
going concern discussed in Note 1, as to which the date is May 12, 2023
We have served as the Company’s auditor since 2021.
3
Perpetua Resources Corp.
CONSOLIDATED BALANCE SHEETS
December 31,
2022
December 31,
2021
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 22,667,047 $ 47,852,846
Receivables 280,150 279,946
Prepaid expenses 614,930 946,281
23,562,127 49,079,073
NON-CURRENT ASSETS
Buildings and equipment, net (Note 3) 294,980 165,256
Right-of-use assets (Note 4) 68,675 49,103
Environmental reclamation bond (Note 11) 3,000,000 3,000,000
Mineral properties and interest (Note 5) 72,519,373 72,204,334
TOTAL ASSETS $ 99,445,155 $ 124,497,766
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Trade and other payables $ 2,741,516 $ 2,838,214
Lease liabilities (Note 4) 70,449 69,987
Environmental reclamation liabilities (Note 11) 9,590,766 2,835,000
12,402,731 5,743,201
NON-CURRENT LIABILITIES
Warrant derivative (Notes 6) 1,732 100,770
Environmental reclamation liabilities (Note 11) 1,210,170 7,053,200
TOTAL LIABILITIES 13,614,633 12,897,171
COMMITMENT AND CONTINGENCIES (Note 12)
SHAREHOLDERS’ EQUITY (Note 8)
Common stock, no par value, unlimited shares authorized,
63,011,777 and 62,971,859 shares outstanding, respectively
615,553,448 615,359,152
Additional paid-in capital 32,203,858 29,454,696
Accumulated deficit (561,926,784) (533,213,253)
TOTAL SHAREHOLDERS’ EQUITY 85,830,522 111,600,595
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $ 99,445,155 $ 124,497,766
See accompanying notes to the consolidated financial statements
4
Perpetua Resources Corp.
CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended December 31
2022 2021
EXPENSES
Corporate salaries and benefits $ 1,893,965 $ 2,038,883
Depreciation 61,294 58,922
Directors’ fees 528,607 767,013
Exploration 19,088,897 22,716,806
Environmental liability expense 4,564,611 12,198,651
General and administration 762,897 1,508,000
Gain on disposal of buildings and equipment (40,215 ) -
Professional fees 1,825,484 1,446,069
Shareholder and regulatory 646,319 555,517
OPERATING LOSS 29,331,859 41,289,861
OTHER EXPENSES (INCOME)
Change in fair value of warrant derivative (Note 6) (99,038 ) (774,094 )
Change in fair value of convertible note derivative (Note 7) - (5,710,557 )
Finance costs - 362,551
Foreign exchange loss 41,179 842,573
Grant income (75,000 ) -
Interest income (485,469 ) (58,308 )
Total other loss (income) (618,328 ) (5,337,835 )
NET LOSS $ 28,713,531 $ 35,952,026
NET LOSS PER SHARE, BASIC AND DILUTED $ 0.46 $ 0.66
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING,
BASIC AND DILUTED
62,986,816 54,530,322
See accompanying notes to the consolidated financial statements