PERPETUA RESOURCES CORP. (Form: 8-K, Received: 03/29/2022 16:07:39)

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): March 24, 2022

Perpetua Resources Corp.

(Exact name of registrant as specified in its charter)

British Columbia	001-39918	26-4675940
(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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Principal Accounting Officer

On March 24, 2022, Chris Foster, the Chief Financial Officer and Principal Accounting Officer of Perpetua Resources Corp. (the “Company”), notified the Company that he is stepping down from his positions with the Company effective March 31, 2022. Mr. Foster’s resignation from the Company was not due to any disagreement with the Company.

Appointment of Principal Financial Officer and Principal Accounting Officer

On March 24, 2022, the Company’s Board of Directors (the “Board”) appointed Jessica Largent, the Company’s current Vice President, Investor Relations and Finance and Principal Financial Officer, to serve as the Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer, effective April 1, 2022.

Pursuant to an amendment to Ms. Largent’s employment agreement with Perpetua Resources Idaho, Inc., the Company’s wholly owned subsidiary (“PRI”), dated March 25, 2022, Ms. Largent’s annual base salary will be increased from $224,400 to $245,000 per year, effective as of April 1, 2022. Ms. Largent will continue to be eligible to participate in the Company’s annual incentive plan pursuant to the terms of her existing employment agreement with PRI, which is dated February 8, 2021 and is filed as Exhibit 10.8 to the Company’s Form 10-K for the 2021 fiscal year, filed with the Securities and Exchange Commission (“SEC”) on March 18, 2022 (the “2021 10-K”). In connection with her appointment, the Board also approved a one-time grant of 40,000 restricted share units (“RSUs”), which entitles Ms. Largent to receive one common share of the Company (or cash equal to the value thereof) for each vested RSU. One third of the RSUs will vest on April 1, 2022, the date of grant, and the remaining RSUs will vest ratably on each of the first two anniversaries of the date of grant, subject to the terms and conditions of the Company’s Omnibus Equity Incentive Plan (the “Plan”) and the award agreement documenting the grant. The Plan is filed as Exhibit 4.4 to the Company’s Registration Statement on Form S-8, filed with the SEC on June 9, 2021 and the form restricted stock unit award agreement currently used to grant RSUs under the Plan is filed as Exhibit 10.21 to the 2021 10-K.

Ms. Largent, age 38, has served as the Company’s Vice President, Investor Relations and Finance since February 2021, and in such role has been responsible for the strategy and leadership of the Company’s investor relations and finance efforts. Ms. Largent also served as PRI’s Vice President, Investor Relations and Finance from February 2021 to March 25, 2022 and currently serves as PRI’s Chief Financial Officer. Prior to joining the Company, Ms. Largent worked for Newmont Corporation (“Newmont”), a Colorado based gold mining company, as their Vice President of Investor Relations and Senior Director, Planning, Communications and Analysis, among other roles. At Newmont, Ms. Largent set and executed the strategic direction of the Investor Relations function to help further differentiate the company and attract new investors while enhancing relationships with shareholders and industry analysts. She has a bachelor’s degree in Accounting and Human Resource Management from the University of Colorado and over 15 years of mining industry experience in investor relations, planning, financial, reporting and accounting.

The selection of Ms. Largent to serve as the Company’s Chief Financial Officer was not pursuant to any arrangement or understanding with any other person and there are no family relationships between Ms. Largent and any director or executive officer of the Company.

Item 7.01

Regulation FD Disclosure.

On March 25, 2022, the Company issued a press release announcing the appointment of Ms. Largent to serve as the Company’s Chief Financial Officer and Chris Fogg joining the Company in the position of Manager of Investor Relations. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 7.01.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press release, dated March 25, 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: March 29, 2022	By:	/s/ Laurel Sayer
		Laurel Sayer
		President and Chief Executive Officer

Exhibit 99.1

405 S 8^th Street #201, Boise, ID 83702

NEWS RELEASE

March 25, 2022

Perpetua Resources Promotes Jessica Largent to Chief Financial Officer

Perpetua team further strengthened by hiring of Chris Fogg

BOISE, ID – Perpetua Resources Corp. (Nasdaq: PPTA / TSX: PPTA) (“Perpetua Resources” or “Perpetua” or the “Company”) announced today that Jessica Largent will be appointed Chief Financial Officer effective April 1, 2022. Ms. Largent will replace Chris Foster who has served as Chief Financial Officer on a contract basis since March 2021.

Ms. Largent joined the Perpetua team in February 2021 as Vice President, Finance and Investor Relations and has been instrumental in leading the finance team through a number of recent milestones including listing the Company’s shares on the NASDAQ stock exchange and successfully completing a $57.5 million public equity offering in August 2021 to ensure Perpetua is well capitalized as it advances the Stibnite Gold Project through the final stages of the permitting process. Under Ms. Largent’s leadership, Perpetua entered into a supply agreement to provide a portion of antimony production from the Stibnite Gold Project to Ambri Inc., establishing the foundation to help facilitate the decarbonization of energy grids in the U.S. and around the world.

“I am excited about Jessica’s promotion to Chief Financial Officer,” said Laurel Sayer, President and Chief Executive Officer of Perpetua Resources. “Jessica has a wealth of industry knowledge and her experience and proven success will continue to strengthen our diverse leadership team. She will be a valuable contributor as we advance Perpetua’s vision to redevelop and restore an abandoned mine site while providing critical minerals our nation needs.”

Ms. Largent held finance leadership roles at Newmont, Turquoise Hill Resources and Rio Tinto prior to joining Perpetua Resources. She has more than 15 years of mining industry experience in financial reporting, accounting, strategic planning and investor relations.

Perpetua Resources is also pleased to welcome Chris Fogg as Manager of Investor Relations. Mr. Fogg joined the Company March 1, 2022 and will lead Perpetua’s investor relations function following the promotion of Ms. Largent to Chief Financial Officer. Chris will be responsible alongside Ms. Largent for the investor relations strategy to ensure Perpetua’s investment thesis is well understood by the market. Mr. Fogg brings over seven years of gold industry experience in investor relations, capital markets and mergers & acquisitions, and was most recently at Newmont.

For further information about Perpetua Resources Corp., please contact:

Chris Fogg

Investor Relations Manager

chris.fogg@perpetuacorp.us

Info@perpetuacorp.us

Responsible Mining. Critical Resources. Clean Future.

Mckinsey Lyon

Vice President External Affairs

media@perpetua.us

Website: www.perpetuaresources.com

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 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. 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 that are not historical facts are "forward-looking information" or "forward-looking statements" (collectively, "Forward-Looking Information") within the meaning of applicable Canadian securities legislation and the United States Private Securities Litigation Reform Act of 1995. Forward-Looking Information includes, but is not limited to, disclosure regarding possible events, next steps and courses of action including plans with respect to the Stibnite Gold Project and the success of such project. In certain cases, Forward-Looking Information can be identified by the use of words and phrases or variations of 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 news release are based on certain material assumptions and involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Perpetua Resources to be materially different from any future results, performance or achievements expressed or implied by the Forward-Looking Information. Such risks and other factors include those factors discussed in Perpetua Resources' public filings with the U.S. Securities and Exchange Commission (the “SEC”) and its Canadian disclosure record. Although Perpetua Resources has attempted to identify important factors that could affect Perpetua Resources and may cause actual actions, events or results to differ materially from those described in Forward-Looking Information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that Forward-Looking Information will 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 uncertainties that may affect the Company’s business, see the “Risk Factors” section of the Company’s filings with the SEC, which are available at www.sec.gov and with the Canadian securities regulators, which are available at www.sedar.com. Except as required by law, Perpetua Resources does not assume any obligation to release publicly any revisions to Forward-Looking Information contained in this news release to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Responsible Mining. Critical Resources. Clean Future.