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): November 20, 2024
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): November 20, 2024
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:
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 8.01 Other Events.
On November 18, 2024, Perpetua Resources Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with BMO
Capital Markets Corp., as representative of the several underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to issue and
sell an aggregate of 3,439,465 shares of its common stock, no par value (the “Shares”) to the Underwriter (the “Offering”). The Company granted the
Underwriters an option to purchase up to an additional 515,919 Shares within 30 days. The Shares were offered to the public at an offering price of $10.17
per Share.
The Underwriting Agreement contains customary representations and warranties, conditions to closing, market standoff provisions, termination provisions
and indemnification obligations, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Offering is being made
pursuant to the shelf registration statement on Form S-3 (File No. 333-266071) that was filed by the Company with the Securities and Exchange Commission
(the “SEC”) on July 8, 2022 and declared effective by the SEC on November 2, 2022, and a related prospectus supplement, dated November 18, 2024, filed
with the SEC pursuant to Rule 424(b) under the Securities Act.
The Offering closed on November 20, 2024. The Company estimates that the net proceeds from the Offering will be approximately $33.6 million, after
deducting underwriting discounts and commissions and estimated Offering expenses. The Company intends to use the net proceeds from this offering for
down payments on long lead time materials, detailed engineering for our Stibnite Gold Project and general corporate purposes.
The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and the foregoing description of the terms of the Underwriting
Agreement is qualified in its entirety by reference to such exhibit, which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Exhibit Title or Description
1.1 Underwriting Agreement dated November 18, 2024
5.1 Opinion of Cozen O’Connor LLP as to the legality of the securities being registered
23.1 Consent of Cozen O’Connor LLP (included as part of its opinion filed as Exhibit 5.1)
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Cautionary Statement
Statements contained in this Current Report that are not historical facts are “forward-looking information” or “forward-looking statements” within the
meaning of applicable Canadian securities legislation and the United States Private Securities Litigation Reform Act of 1995. Forward-looking Information
involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be
materially different from any future results, performance or achievements expressed or implied by the forward-looking information.
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: November 20, 2024 By: /s/ Jessica Largent
Jessica Largent
Chief Financial Officer
Exhibit 1.1
Execution Version
Perpetua Resources Corp.
Common Shares
Underwriting Agreement
November 18, 2024
BMO Capital Markets Corp.
As Representative of the several Underwriters
c/o BMO Capital Markets Corp.
151 W 42nd St.
New York, New York 10036
Ladies and Gentlemen:
Perpetua Resources Corp., a company incorporated under the Business Corporations Act (British Columbia) (the “Company”), proposes to issue
and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, an
aggregate of 3,439,465 of common shares, without par value, of the Company (the “Common Shares”). The 3,439,465 Common Shares to be issued and sold
to the Underwriters as set forth on Schedule I hereto are collectively referred to as the “Firm Shares”. The Company also proposes to grant to the
Underwriters an option to purchase up to 515,919 additional Common Shares (the “Option Shares”). The Firm Shares together with the Option Shares being
hereinafter called the “Securities”. To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used
herein shall mean you, as Underwriter, and the terms Representative and Underwriter shall mean either the singular or plural as the context requires. Any
reference herein to the Registration Statement, the Base Prospectus, the Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and
include the documents incorporated by reference therein; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the
Registration Statement, the Base Prospectus, the Preliminary Prospectus or the Final Prospectus (each as defined below) shall be deemed to refer to and
include the filing of any document incorporated or deemed to be incorporated therein by reference. The use of the neuter in this underwriting agreement (this
“Agreement”) shall include the feminine and masculine as the context requires. Certain terms used herein are defined in Section 21 hereof.
As used in this Agreement, the “Registration Statement” means the registration statement referred to in Section 1(d) hereof, including the
exhibits, schedules and financial statements and any prospectus supplement relating to the Securities that is filed with the Commission pursuant to
Rule 424(b) under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and deemed part of
such registration statement pursuant to Rule 430B under the Securities Act, as amended on each Effective Date, and, in the event any post-effective
amendment thereto becomes effective prior to the Closing Date (as defined in Section 3 hereof), shall also mean such registration statement as so amended;
the “Effective Date” means each date and time that the Registration Statement, any post-effective amendment or amendments thereto became or becomes
effective; the “Base Prospectus” means the base prospectus referred to in Section 1(d) hereof contained in the Registration Statement at the date and time that
this Agreement is executed and delivered by the parties hereto (the “Execution Time”); the “Preliminary Prospectus” means any preliminary prospectus
supplement to the Base Prospectus referred to in Section 1(d) hereof which is used prior to the filing of the Final Prospectus, together with the Base
Prospectus; and the “Final Prospectus” means the prospectus supplement relating to the Securities that is first filed pursuant to Rule 424(b) under the
Securities Act after the Execution Time, together with the Base Prospectus.
The Company understands that the Underwriters propose to complete: (i) a public offering of the Securities in the United States, either
directly or through their respective U.S. broker-dealer affiliates, upon the terms set forth in the Disclosure Package and the Final Prospectus; and (ii) a private
placement of the Securities in each of the provinces and territories of Canada pursuant to available exemptions from the prospectus requirements under NI
45-106, either directly or through their respective Canadian broker-dealer affiliates, upon the terms set forth in the Canadian Subscription Agreements, all as
soon as the Underwriters deem advisable after this Agreement has been executed and delivered.
1. Representations and Warranties.
The Company represents and warrants to, and agrees with, each Underwriter as set forth below in this Section 1.
(a) Registration Statement. The Company meets the requirements for use of Form S-3 under the Securities Act, and has prepared
and filed with the Commission a registration statement on Form S-3 (File No. 333-266071), including a related base prospectus; such registration
statement has been declared effective by the Commission; the Company has filed with the Commission, pursuant to Rule 424(b) under the
Securities Act, a preliminary prospectus supplement relating to the offering of the Securities; no other document with respect to the offering of the
Securities has heretofore been filed or transmitted for filing with the Commission, except for any documents filed with the Commission subsequent
to the date of such effectiveness in the form heretofore delivered to the Representative; and no stop order suspending the effectiveness of such
registration statement has been issued and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been initiated or, to the
knowledge of the Company, threatened by the Commission (the various parts of such registration statement, including all exhibits thereto and the
documents incorporated by reference in the prospectus contained in the registration statement at the time the registration statement became
effective, each as amended at the time of the registration statement became effective and including any post-effective amendment thereto and any
prospectus supplement relating to the Securities that is filed with the Commission are hereinafter collectively called the “Registration Statement”);
any reference to any amendment to the Registration Statement shall be deemed to refer to and include any documents incorporated by reference
therein after the effective date of the initial Registration Statement; the base prospectus filed as part of the Registration Statement, including all
documents incorporated therein by reference, contained in the Registration Statement at the Execution Time, is hereinafter called the “Base
Prospectus”; the preliminary prospectus supplement relating to the offering of the Securities, including all documents incorporated therein by
reference, filed with the Commission on November 18, 2024, together with the Base Prospectus, which is used prior to the filing of the Final
Prospectus, is hereinafter called the “Preliminary Prospectus”; the final prospectus supplement relating to the offering of the Securities, including all
documents incorporated therein by reference, to be filed with the Commission after the Execution Time in accordance with Section 5(a) hereof,
together with the Base Prospectus, is hereinafter called the “Final Prospectus”;
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All references in this Agreement to the Registration Statement, the Base Prospectus, the Preliminary Prospectus, any Issuer Free Writing
Prospectus or the Final Prospectus, or any amendments or supplements to any of the foregoing, shall be deemed to include any copy thereof filed
with the Commission pursuant to the Commission's Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”);
(b) No Misstatement or Omission.
(i) On each Effective Date, the Registration Statement did, and when the Final Prospectus is first filed in accordance with
Rule 424(b) and on the Closing Date (as defined herein) and on any date on which Option Shares are purchased, if such date is not the Closing Date
(a “settlement date”), the Final Prospectus (and any supplements thereto) will, comply in all material respects with the applicable requirements of
the Securities Act and the respective rules thereunder; no order preventing or suspending the use of the Registration Statement, the Preliminary
Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission; on each Effective Date and at the
Execution Time, the Registration Statement did not contain any untrue statement of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein not misleading; and on the date of any filing pursuant to Rule 424(b) and on the
Closing Date and any settlement date, the Final Prospectus (together with any supplements thereto) will not include any untrue statement of a
material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or
omitted from the Registration Statement or the Final Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with
information furnished in writing to the Company by or on behalf of any Underwriter through the Representative specifically for inclusion in the
Registration Statement or the Final Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such
information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8 hereof;
(ii) The Disclosure Package does not and on the Closing Date and any settlement date, will not, contain any untrue statement of a
material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they
were made, not misleading. The preceding sentence does not apply to statements in or omissions from the Disclosure Package based upon and in
conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being
understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in
Section 8 hereof;
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(iii) (A) At the earliest time after the filing of the Registration Statement that the Company or another offering participant made a
bona fide offer (within the meaning of Rule 164(h)(2)) of the Securities and (B) as of the Execution Time (with such date being used as the
determination date for purposes of this clause (B)), the Company was not and is not an Ineligible Issuer (as defined in Rule 405 under the Securities
Act), without taking account of any determination by the Commission pursuant to Rule 405 under the Securities Act that it is not necessary that the
Company be considered an Ineligible Issuer;
(iv) Each Issuer Free Writing Prospectus does not include any information that conflicts with the information contained in the
Registration Statement, including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof that
has not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus
based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for
use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information
described as such in Section 8 hereof;
(c) Testing-the-Waters. In connection with the offering of the Securities, the Company has not alone engaged in any Testing-the-
Waters Communication. “Testing-the-Waters Communication” means any oral or written communication with potential investors undertaken in
reliance on Section 5(d) of the Securities Act;
(d) Stock Exchange Listing; No Cease Trade. The Common Shares are registered pursuant to Section 12(b) of the Exchange Act and
are currently listed on the Nasdaq Stock Market LLC (the “Nasdaq”) and the Toronto Stock Exchange (“TSX”) under the trading symbol “PPTA.”
The Company has not received and has no notice of any order ceasing or suspending trading in the securities of the Company or prohibiting the sale
of the Common Shares. The Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common
Shares under the Exchange Act, delisting the Common Shares from the Nasdaq or the TSX, nor has the Company received any notification that the
Commission, the Nasdaq or the TSX is contemplating terminating such registration or listing. To the Company’s knowledge, it is in compliance
with all applicable listing requirements of the Nasdaq and the TSX and all material filings and fees required to be made and paid by the Company
pursuant to Canadian Securities Laws and Applicable Securities Laws and general corporate law have been made and paid. The Company will apply
to list the Securities on the TSX and will submit the required notification with respect to the issuance of the Securities to Nasdaq;
(e) Good Standing of the Company. The Company: (i) has been duly incorporated and is validly existing as a company under the
Business Corporations Act (British Columbia) (the “BCBCA”) and is, with respect to the filing of annual reports, in good standing under the
BCBCA; (ii) has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties
and assets; and (iii) has all requisite corporate power and authority to create, issue and sell the Securities and to enter into and carry out its
obligations under this Agreement and the Canadian Subscription Agreements;
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(f) Ownership of Subsidiaries. Idaho Gold Resources Company, LLC (“Idaho Gold”) and Perpetua Resources Idaho, Inc. (each, a
“Subsidiary” and collectively, the “Subsidiaries”) are the only subsidiaries of the Company. The Company beneficially owns, directly or indirectly,
100% of the issued and outstanding shares in the capital of the Subsidiaries free and clear of all encumbrances and the Company is entitled to the
full beneficial ownership of all shares in the Subsidiaries. All of such shares in the capital of the Subsidiaries have been duly authorized and validly
issued and are outstanding as fully paid and non-assessable shares. None of the outstanding securities of any Subsidiaries were issued in violation of
the preemptive or similar rights of any security holder of such Subsidiaries. There exist no options, warrants, purchase rights, or other contracts or
commitments that could require the Company to sell, transfer or otherwise dispose of any securities of any Subsidiary;
(g) Good Standing of Subsidiaries. Each of the Subsidiaries: (i) has been duly incorporated, continued or amalgamated in its
jurisdiction of incorporation and is up-to-date in all material corporate filings and in good standing under the laws of such jurisdiction, (ii) has all
requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets,
respectively; and (iii) is duly qualified to transact business in each jurisdiction in which such qualification is required, whether by reason of the
ownership or leasing of property or the conduct of business; except where the failure to be so qualified under (iii) or in good standing under (i), as
the case may be, could not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (as defined below);
(h) No Proceedings for Dissolution. No acts or proceedings have been taken, instituted or, are pending for the dissolution or
liquidation of the Company or the Subsidiaries;
(i) Material Compliance with Laws. Each of the Company and the Subsidiaries is, in all material respects, conducting its business in
compliance with all applicable laws, rules and regulations of each jurisdiction in which its business is carried on and is licensed, registered or
qualified in all jurisdictions in which it owns, leases or operates its properties or carry on business to enable their business to be carried on as now
conducted and proposed to be conducted and its properties and assets to be owned, leased and operated and all such licenses, registrations and
qualifications are valid, subsisting and in good standing and, other than as disclosed in the Disclosure Package or the Final Prospectus, it has not
received a notice of non-compliance, nor know of, nor have reasonable grounds to know of, any facts that could give rise to a notice of non-
compliance with any such laws, regulations or permits, which could have a Material Adverse Effect.
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