PERPETUA RESOURCES CORP. (Form: 8-K, Received: 05/27/2022 06:25:25)

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 25, 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. ¨

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 of this Current Report on Form 8-K (this “Current Report”) is incorporated herein by reference.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As described below in Item 5.07, on May 25, 2022, the shareholders of Perpetua Resources Corp. (the “Company”) approved an amendment (the “Amendment”) to the Company’s articles (the “Articles”) to increase the quorum threshold of meetings of shareholders from 10% to 33 ¹/₃% of the voting power of outstanding common shares of the Company (the “Common Shares”). A copy of the Amendment is attached as Exhibit 3.1 to this Current Report and is hereby incorporated into this Item 5.03 by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

The Company held its 2022 Annual General and Special Meeting of Shareholders (the “Annual Meeting”) on May 25, 2022. As of April 4, 2022, the record date for the Annual Meeting (the “Record Date”), 62,973,526 of the Common Shares were outstanding and entitled to vote at the Annual Meeting. Holders of Common Shares were entitled to one vote per share held as of the Record Date. A summary of the matters voted upon by the shareholders and the final voting results for each such matter are set forth below.

The proposal to fix the number of directors of the Company at nine (9), was approved by the shareholders, with votes as follows:

FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
40,707,365			148,365			0			2,942,695

Each of the following persons was duly elected by the Company’s shareholders as a director for a term expiring at the 2023 annual meeting of shareholders and until their successors are duly elected and qualified, subject to their earlier resignation, removal or death, with votes as follows:

NOMINEE	FOR		AGAINST	ABSTAIN		BROKER NON- VOTES
Marcelo Kim		40,596,609	0		259,121		2,942,695
Bob Dean		40,625,463	0		230,267		2,942,695
David L. Deisley		40,617,201	0		238,529		2,942,695
Laura Dove		40,663,491	0		192,239		2,942,695
Jeff Malmen		40,619,303	0		236,427		2,942,695
Chris Pagagianis		40,619,948	0		235,782		2,942,695
Chris J. Robison		40,621,168	0		234,562		2,942,695
Laurel Sayer		40,658,969	0		196,761		2,942,695
Alex Sternhell		40,653,438	0		202,292		2,942,695

The appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 at a remuneration to be set by the directors, was ratified by the shareholders, with votes as follows:

FOR				AGAINST			ABSTAIN			BROKER NON-VOTES
	43,670,386			0			128,039			0

The amendment to the Articles of the Company to require the presence, in person or by proxy, of two or more shareholders representing at least 33 ¹/₃% of the outstanding shares entitled to be voted in order to constitute a quorum at any meeting of shareholders in order to comply with Nasdaq listing requirements, was approved by the shareholders, with votes as follows:

FOR			AGAINST			ABSTAIN			BROKER NON-VOTES
40,259,045			596,685			0			2,942,695

No other matters were submitted for shareholder action at the Annual Meeting.

Item 7.01

Regulation FD Disclosure.

On May 26, 2022, the Company issued a press release announcing the results of the Annual Meeting. A copy of the press release is furnished as Exhibit 99.1.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Amendment to Articles, dated May 25, 2022.
99.1		Press Release, dated May 26, 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 27, 2022	By:	/s/ Jessica Largent
		Jessica Largent
		Chief Financial Officer

Exhibit 3.1

PERPETUA RESOURCES CORP.
(the “Company”)

AMENDMENT TO THE ARTICLES OF THE COMPANY
EFFECTED ON MAY 25, 2022

Pursuant to section 42(2)(a)(iv) of the British Columbia Business Corporations Act, the following is an extract of the special resolution of the shareholders of the Company passed at the Annual General and Special Meeting of the Company held on May 25, 2022 (the “Meeting”) and the minutes of the Meeting were received for deposit at the records office of the Company on May 25, 2022, the effective date of the amendment.

The undersigned, Terese Gieselman, Secretary of the Meeting and Corporate Secretary of the Company, hereby certifies that the following is a true and complete copy of the special resolution of the shareholders of the Company passed at the Meeting:

“UPON MOTION IT WAS RESOLVED as a special resolution that:

The amendment to the Articles of the Company to raise the quorum threshold for shareholder meetings to two shareholders present in person or represented by proxy representing at least 33 1/3 of the shares entitled to be voted, as described in the Notice of 2022 Annual General and Special Meeting of Shareholders and Proxy Statement of the Company dated April 11, 2022 in respect of the Company’s annual general and special meeting of holders of Common Shares in the capital of the Company is hereby authorized and approved; and

any one director or officer of the Company is hereby authorized and directed for and in the name of and on behalf of the Company to execute or cause to be executed and to deliver or cause to be delivered all such documents, and to do or cause to be done all such acts and things, as in the opinion of such director or officer may be necessary or desirable in order to carry out the terms of this resolution, such determination to be conclusively evidenced by the execution and delivery of such documents or the doing of any such act or thing.”

The Definitive Proxy Statement relating to the Meeting states that Sections 11.3, 11.6 and 11.7 of the Company’s Articles will be altered by deleting the text of each of Section 11.3, Section 11.6 and Section 11.7 in its entirety and replacing such sections with the following:

“11.3 Quorum

Subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is two shareholders present in person or represented by proxy representing at least 33 ¹/₃ of the shares entitled to be voted.

11.6 Lack of Quorum

If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is not present:

in the case of a general meeting requisitioned by shareholders, the meeting is dissolved, and

in the case of any other meeting of shareholders, the chair of the meeting or the chair of the board may adjourn the meeting from time to time without further notice. If a quorum is present or represented at a reconvened meeting following such an adjournment, any business may be transacted that might have been transacted at the meeting as originally called. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

11.7 [Intentionally left blank]”

Dated this 25^th day of May, 2022

/s/ Terese Gieselman
Terese Gieselman
Corporate Secretary

Exhibit 99.1

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

NEWS RELEASE

May 26, 2022

Perpetua Resources Reports Results of 2022 Annual Meeting

BOISE, ID – Perpetua Resources Corp. (Nasdaq: PPTA / TSX: PPTA) (“Perpetua Resources” or “Perpetua” or the “Company”) today announced the results of its annual general and special meeting (the “Annual Meeting”), which was held online through a virtual meeting platform on May 25, 2022.

A total of 43,798,425 common shares were represented at the Annual Meeting, or 69.55% of the votes attached to all outstanding shares at the Company’s record date of April 4, 2022. The Company’s shareholders voted in favor of fixing the number of directors at 9 (99.64% voted in favor) and for the election of all director nominees listed in the Company’s management information proxy circular. Detailed results of the vote for the election of directors are as follows:

Name of Nominee	Votes For		Votes Withheld		Total Votes*		Percentage of Votes For*			Percentage of Votes Withheld*
Marcelo Kim		40,596,609		259,121		40,855,730		99.37	%		0.63	%
Chris Papagianis		40,619,948		235,782		40,855,730		99.42	%		0.58	%
Laurel Sayer		40,658,969		196,761		40,855,730		99.52	%		0.48	%
Jeff Malmen		40,619,303		236,427		40,855,730		99.42	%		0.58	%
Chris Robison		40,621,168		234,562		40,855,730		99.43	%		0.57	%
Bob Dean		40,625,463		230,267		40,855,730		99.44	%		0.56	%
David Deisley		40,617,201		238,529		40,855,730		99.42	%		0.58	%
Alex Sternhell		40,653,438		202,292		40,855,730		99.50	%		0.50	%
Laura Dove		40,663,491		192,239		40,855,730		99.53	%		0.47	%

* Not all shares were voted in respect of all resolutions therefore the combined number of shares voted for or withheld (and corresponding percentages) may not add up to the total shares represented at the Annual Meeting.

The directors were elected to hold offices until the next annual meeting of shareholders or until their successors are elected or appointed.

The Company’s shareholders also ratified the appointment of PricewaterhouseCoopers LLP, Chartered Accountants, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 at a remuneration to be set by the Directors (99.71% voted in favor).

The Company’s shareholders also approved a special resolution to approve and adopt an amendment to the Articles of the Company to alter the quorum requirements such that the presence, in person or by proxy, of two or more shareholders representing at least 33¹/₃% of the outstanding shares entitled to be voted in order to constitute a quorum at any meeting of shareholders of the Company (98.54% voted in favor).

Detailed voting results for the meeting are available on SEDAR at www.sedar.com.

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 ability of the Company and Ambri, Inc. to perform under the supply agreement, which agreement is subject to certain conditions, including identification of one or more refiners to transform our antimony concentrate into antimony metal, and mutual agreement on certain material terms, including volume and pricing; the Sustainability Roadmap and the goals outlined thereunder; and 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” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections 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.