UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): June 6, 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 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.
Explanatory Note
Perpetua Resources Corp. (the “Company”) previously filed a Technical Report Summary, dated as of December 31, 2021 and developed for the Stibnite Gold Project in accordance with the mining property disclosure rules specified in Subpart 1300 of Regulation S-K promulgated by the Securities and Exchange Commission (the “TRS”) as Exhibit 96.1 to the Company’s Current Report on Form 8-K filed on January 3, 2022 (the “Original Filing”). This Form 8-K/A (the “Amendment”) of the Company amends the Original Filing and is being filed to reflect the following revisions to the TRS included in Revision 1 to the TRS, amended as of June 6, 2022 (the “Amended TRS”): (i) addition of Appendix A “Detailed Annual Cash Flow Forecast”; (ii) addition of a new footnote (1) to Tables 1-4, 12-9 and 12-10 to include additional information regarding the metallurgical recovery factor and the specific point of reference with respect to the mineral reserves; and (iii) certain other corresponding references. Except as described above, the Amended TRS does not modify or update the information, analyses, assumptions, conclusions or recommendations presented in the TRS and all such information is current as of December 31, 2021.
A copy of the Amended TRS is filed as Exhibit 96.1 to this Amendment and is incorporated herein by reference. Except for the Amended TRS and the consents of the qualified persons with respect to the filing of the Amended TRS, the Original Filing, as amended by this Amendment, continues to describe matters as of the date of the Original Filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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.
| Dated: June 8, 2022 | By: | /s/ Jessica Largent |
| | | Jessica Largent |
| | | Chief Financial Officer |
