PERPETUA RESOURCES CORP. (Form: 8-K, Received: 04/01/2022 11:33:32)

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 30, 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.

On March 30, 2022, the board of directors (the “Board”) of Perpetua Resources Corp. (the “Company”) increased the size of the Board to nine directors by appointing Laura Dove as a director, effective March 31, 2022, to serve until the next annual meeting of the Company’s shareholders, at which time Ms. Dove will stand for election until the annual meeting of the Company’s shareholders following her election, or her earlier resignation, retirement or other termination of service. Ms. Dove is expected to serve as a member of each of the Audit and Corporate Governance and Nominating Committees of the Board.

There are no arrangements or understandings between Ms. Dove and any other persons pursuant to which she was named as a director of the Company and Ms. Dove is not a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Ms. Dove will be eligible to receive the same compensation for Board service as other non-employee members of the Board, which currently includes the following:

(i) a US $22,080 annual cash retainer;

(ii) a US $13,800 annual cash retainer for the Chairman of the Board, and a separate $9,200 annual cash retainer for the Lead Director;

(iii) a US $11,500 annual cash retainer for the Chairman of the Audit Committee;

(iv) a US $4,025 annual cash retainer for each Chairman of the Corporate Governance and Nominating Committee, Compensation Committee, and Technical Committee; and

(v) a US $2,875 annual cash retainer for each member (excluding the Chairman) of the Audit Committee, Corporate Governance and Nominating Committee, Compensation Committee, and Technical Committee.

Payments of annual cash retainers are made quarterly to directors. Consistent with the terms of the Company’s Share Ownership and Retention Guidelines, effective April 1, 2022 (the “Ownership Guidelines”) all cash retainers due to Ms. Dove will be paid in deferred share units (“DSUs”) granted under the Company’s Omnibus Equity Incentive Plan (the “Plan”) until she reaches the ownership levels specified in the Ownership Guidelines. In addition, Ms. Dove was granted a one-time award of 3,659 DSUs on March 31, 2022, the date of her appointment to the Board. A copy of the Plan is filed as Exhibit 4.4 to the Company’s Form S-8 filed with the Securities and Exchange Commission (“SEC”) on April 9, 2021. A copy of the form of DSU agreement is filed as Exhibit 10.23 to the Company’s Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 18, 2022.

Item 7.01

Regulation FD Disclosure.

On March 31, 2022, the Company issued a press release announcing the appointment of Ms. Dove to serve as a director of the Board. A copy of the press releases 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 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: April 1, 2022	By:	/s/ Jessica Largent
		Jessica Largent
		Chief Financial Officer

Exhibit 99.1

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

NEWS RELEASE

March 31, 2022

Perpetua Resources Strengthens Board with Appointment of Laura Dove

Extensive public affairs and government relations expertise further enhances the Board’s broad experience and gender diversity.

Appointment further strengthens Perpetua’s ability to support America’s critical mineral supply chains.

BOISE, ID – Perpetua Resources Corp. (Nasdaq: PPTA / TSX: PPTA) (“Perpetua Resources” or “Perpetua” or the “Company”) announced the appointment of Laura Dove to the Company’s Board of Directors effective immediately.

Laura Dove brings three decades of external affairs and stakeholder management experience to Perpetua. Ms. Dove most recently served as Senior Director of the Ford Motor Company where she led federal government relations, focused on the car maker’s move to electrification and helping Ford promote a robust critical minerals supply chain policy. She also served as Chair of the Executive Committee of the Alliance for Automotive Innovation and as the Washington representative for the Business Roundtable, U.S. Chamber of Commerce and National Association of Manufacturers. Prior to her role with Ford, Ms. Dove served as Secretary for the Majority of the U.S. Senate for seven years. Ms. Dove holds a Master’s degree in English from the University of Virginia and a Bachelor of Arts degree in English and Music from the University of North Carolina, Chapel Hill.

“I am excited to welcome Laura to Perpetua’s Board at a time when our nation’s critical mineral supply chain is particularly at risk,” said Marcelo Kim, Chairman of Perpetua Resources. “Laura brings unique perspectives and relevant experience which will further help Perpetua establish itself as having one of America’s most important critical mineral projects and a world class gold project. These complementary economic drivers for our project reinforce one another, which I believe makes the project a more durable resource for U.S. economic and national security.”

Perpetua’s vision is to develop one of the highest-grade open pit gold mines in the U.S., provide the country with a critical mineral required for national security and clean energy while restoring an abandoned mine site. As a publicly traded company, Perpetua Resources is dedicated the highest corporate governance practices. The Company is also committed to building and maintaining a culture of diversity, equity and inclusion from the top down, beginning with its Board of Directors. With the appointment of Ms. Dove, Perpetua’s Board has over 20% female representation and the Perpetua team has achieved over 40% gender diversity with over 65% female senior leadership.

“From the beginning, Perpetua has been focused on being part of the solution,” said Ms. Dove. “I am thrilled to be part of a modern mining team that prioritizes community partnerships and has designed a project intended to leave the environment better than when they found it. Perpetua is uniquely positioned to play a crucial role in mitigating our nation’s critical mineral supply chain risks and I am excited to join the Board.”

Responsible Mining. Critical Resources. Clean Future.

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

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.