As filed with the Securities and Exchange
Commission on March 19, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form F-10
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PERPETUA
RESOURCES CORP.
(Exact name of Registrant as specified
in its charter)
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British Columbia, Canada
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1040
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26-4675940
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(Province or other Jurisdiction of Incorporation or Organization)
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(Primary Standard Industrial Classification Code Number)
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(I.R.S. Employer Identification Number, if any)
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405
S. 8th Street, Ste 201
Boise,
Idaho 83702
(208) 901-3060
(Address and telephone number of Registrant’s principal executive offices)
Perpetua Resources Idaho, Inc.
13181 Highway 55, PO Box 429
Donnelly, Idaho 83615
(208) 901-3060
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)
Copies to:
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Daniel M. Miller
Dorsey & Whitney LLP
Suite 1070 - 1095 West Pender Street
Vancouver, British Columbia V6E 2M6 Canada
(604) 630-5199
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Laurel Sayer
President & Chief Executive Officer
Perpetua Resources Corp.
405
S. 8th Street, Ste 201
Boise,
Idaho 83702
(208) 901-3060
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Lucy Schilling
Miller Thomson LLP
Pacific Centre
725 Granville Street #400
Vancouver, British Columbia V7Y 1G5
Canada
(604) 687-2242
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Approximate date of commencement of proposed
sale to the public:
From time to time after the effective date
of this registration statement.
Province of British Columbia, Canada
(Principal jurisdiction regulating this
offering)
It is proposed that this filing shall become
effective (check appropriate box below):
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A.
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¨ upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering
being made contemporaneously in the United States and Canada).
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B.
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x at some future date (check appropriate box below)
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1.
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¨ pursuant to Rule 467(b) on ( ) at ( ) (designate a time not sooner than seven calendar days
after filing).
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2.
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¨ pursuant to Rule 467(b) on ( ) at ( ) (designate a time seven calendar days or sooner after
filing) because the securities regulatory authority in the review jurisdiction has issued a receipt or notification of clearance
on ( ).
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3.
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¨ pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the
Registrant or the Canadian securities regulatory authority of the review jurisdiction that a receipt or notification of clearance
has been issued with respect hereto.
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4.
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x after the filing of the next amendment to this Form (if preliminary material is being filed).
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If any of the securities
being registered on this form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf
prospectus offering procedures, check the following box. x
CALCULATION OF REGISTRATION
FEE
Title of each class of securities
to be registered
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Amount to be registered (1)
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Proposed Maximum
Aggregate Offering Price
(2)
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Amount of Registration Fee
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Common Share
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Warrants
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Subscription Receipts
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Units
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Total
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$
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100,000,000
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$
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100,000,000
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$
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10,910
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(1)
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There are being registered under this
registration statement such indeterminate number of common shares, warrants or subscription receipts of the Registrant, and a combination
of such securities, separately or as units, as may be sold by the Registrant from time to time, which collectively shall have an
aggregate initial offering price of not to exceed U.S.$100,000,000. The securities registered
hereunder also include such indeterminate number of each class of identified securities as may be issued upon conversion, exercise
or exchange of any other securities that provide for such conversion into, exercise for or exchange into such securities. Separate
consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities.
In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, the common shares being registered hereunder include
such indeterminate number of common shares as may be issuable with respect to the shares being registered hereunder as a result
of stock splits, stock dividends, or similar transactions. The proposed maximum initial offering price per security will
be determined, from time to time, by the Registrant in connection with the sale of the securities under this registration statement.
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(2)
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Estimated solely for the purpose of calculating
the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
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The Registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the registration statement shall become
effective as provided in Rule 467 under the Securities Act of 1933 or on such date as the Commission, acting pursuant to Section
8(a) of the Act, may determine.
PART I
INFORMATION REQUIRED TO BE DELIVERED
TO OFFEREES OR PURCHASERS
This short form prospectus
has been filed under legislation in each of the provinces of Canada, except the province of Québec, that
permits certain information about these securities to be determined after this prospectus has become final and that permits the
omission from this prospectus of that information. The legislation requires the delivery to purchasers of a prospectus supplement
containing the omitted information within a specified period of time after agreeing to purchase any of these securities, except
in cases where an exemption from such delivery requirements is available.
A copy of this preliminary
short form prospectus has been filed with the securities regulatory authorities in each of the provinces of Canada
except Québec, but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary
short form base shelf prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt
for the short form base shelf prospectus is obtained from the securities regulatory authorities.
The information contained
herein is subject to completion and amendment. A registration statement relating to these securities has been filed with the United
States Securities and Exchange Commission. These securities may not be offered or sold nor may offers to buy be accepted prior
to the time the registration statement becomes effective. This short form prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities in any state of the United States in which such
offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state
of the United States.
This short form prospectus constitutes
a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only
by persons permitted to sell such securities. See "Plan of Distribution". No securities regulatory authority has expressed
an opinion about these securities and it is an offence to claim otherwise.
Information
has been incorporated by reference in this short form prospectus from documents filed with securities commissions or similar authorities
in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge
from the Corporate Secretary of Perpetua Resources Corp., at Suite 201, 405 S 8th Street, Boise, Idaho, USA, 83702,
telephone (208) 901-3060 9497 and are also available electronically at www.sedar.com.
Subject to Completion, dated March 19, 2021
PRELIMINARY SHORT FORM BASE SHELF
PROSPECTUS
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New Issue
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March , 2021
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PERPETUA
RESOURCES CORP.
Suite 201, 405 S 8th Street
Boise, Idaho, USA 83702
US$100,000,000
COMMON SHARES
WARRANTS
SUBSCRIPTION RECEIPTS
UNITS
Perpetua Resources Corp. ("Perpetua
Resources" or the "Company") (formerly Midas Gold Corp.) may offer and issue from time to time, the securities
listed above or any combination thereof with the aggregate initial offering price not to exceed US$100,000,000 during the 25 month
period that this short form base shelf prospectus (this "Prospectus"), including any amendments thereto, remains
effective. The Company's securities may be offered separately or together, in amounts, at prices and on terms to be determined
based on market conditions at the time of sale and set forth in an accompanying shelf prospectus supplement ("Prospectus
Supplement").
This
offering is made by a Canadian issuer that is permitted under a multijurisdictional disclosure system adopted by the United States
and Canada ("MJDS") to prepare this Prospectus in accordance with Canadian disclosure requirements. Prospective investors
in the United States should be aware that such requirements are different from those of the United States. Financial statements
included or incorporated by reference herein have been prepared in accordance with International Financial Reporting Standards
("IFRS"), as issued by the International Accounting Standards Board ("IASB"), and may not be comparable to
financial statements of United States companies. Such financial statements are subject to the standards of the Public
Company Accounting Oversight Board (United States) and the United States Securities and Exchange Commission ("SEC") independence
standards.
Prospective investors should be aware
that the acquisition and disposition of the securities described herein may have tax consequences both in the United States and
in Canada. Such consequences for investors who are resident in, or citizens of, the United States are not described fully herein.
Prospective Investors should read the tax discussion contained in any applicable Prospectus Supplement with respect to a particular
offering of the securities. See "Certain Income Tax Considerations" in this Prospectus.
The enforcement of civil liabilities
under the United States federal securities laws may be affected adversely by the fact that the Company is existing under the laws
of British Columbia, Canada, that some or all of the experts named in this Prospectus are residents of Canada, and some or all
of the assets of said persons are located outside the United States. See "Enforcement of Civil Liabilities" in this Prospectus.
NEITHER THE SEC, NOR ANY STATE SECURITIES
REGULATOR, HAS APPROVED OR DISAPPROVED THE SECURITIES OFFERED HEREBY OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.
The specific terms of the securities offered
in a particular offering will be set out in the applicable Prospectus Supplement and may include, where applicable (i) in
the case of common shares, the number of common shares offered, the offering price and any other specific terms; (ii) in the
case of warrants, the designation, number and terms of the securities issuable upon exercise of the warrants, any procedures that
will result in the adjustment of these numbers, the exercise price, dates and periods of exercise, the currency in which the warrants
are issued and any other specific terms; (iii) in the case of subscription receipts, the designation, number and terms of
the securities issuable upon satisfaction of certain release conditions, any procedures that will result in the adjustment of these
numbers, any additional payments to be made to holders of subscription receipts upon satisfaction of the release conditions, the
terms of the release conditions, the terms governing the escrow of all or a portion of the gross proceeds from the sale of the
subscription receipts, terms for the refund of all or a portion of the purchase price for the subscription receipts in the event
that the release conditions are not met or any other specific terms; and (iv) in the case of units, the designation, number
and terms of the common shares, warrants or subscription receipts comprising the units. A Prospectus Supplement may include specific
variable terms pertaining to the above-described securities that are not within the alternatives or parameters set forth in this
Prospectus.
This Prospectus may qualify an "at-the-market"
distribution as defined under National Instrument 44-102 – Shelf Distributions.
All shelf information permitted under applicable
securities laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered
to purchasers together with this Prospectus to the extent required by applicable securities laws. Each Prospectus Supplement will
be incorporated by reference into this Prospectus for the purposes of securities legislation as of the date of the Prospectus Supplement
and only for the purposes of the distribution of the securities to which the Prospectus Supplement pertains.
An investment in our securities involves
a high degree of risk. You should carefully read the "Risk Factors" section detailed in this Prospectus.
This Prospectus constitutes a public offering
of the securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted
to sell such securities. Perpetua Resources may offer and sell securities to, or through, underwriters or dealers and also may
offer and sell certain securities directly to other purchasers or through agents pursuant to exemptions from registration or qualification
under applicable securities laws. The Prospectus Supplement relating to each issue of securities offered thereby will set forth
the names of any underwriters, dealers, or agents involved in the offering and sale of such securities and will set forth the terms
of the offering of such securities, the method of distribution of such securities, including, to the extent applicable, the proceeds
to the Company and any fees, discounts or any other compensation payable to underwriters, dealers or agents, and any other material
terms of the plan of distribution. No underwriter has been involved in the preparation of, or has performed a review of, the contents
of this Prospectus.
Securities may be sold from time to time
in one or more transactions at a fixed price or prices or at non-fixed prices. If offered on a non-fixed price basis, securities
may be offered at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at prices
to be negotiated with purchasers at the time of sale, which prices may vary as between purchasers and during the period of distribution
of the securities.
In connection with any offering of securities
(unless otherwise specified in a Prospectus Supplement), other than an "at-the-market distribution", the underwriters
may over-allot or effect transactions which stabilize or maintain the market price of the securities offered at a level above that
which might otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. See "Plan
of Distribution".
The Company's common shares are listed
on both the Toronto Stock Exchange (the "TSX") and the Nasdaq Stock Market ("Nasdaq") under the
symbol "PPTA". Unless otherwise specified in a Prospectus Supplement, there is no market through which the Company's
warrants or subscription receipts may be sold and you may not be able to resell any of such securities, purchased under this Prospectus
or any Prospectus Supplement. This may affect the pricing of such securities on the secondary market, the transparency and availability
of trading prices, the liquidity of the securities, and the extent of issuer regulation. See "Risk Factors".
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
You should rely only on the information
contained in or incorporated by reference into this Prospectus. Perpetua Resources has not authorized anyone to provide you with
different information. Perpetua Resources is not making an offer of these securities in any jurisdiction where the offer is not
permitted. You should bear in mind that although the information contained in this Prospectus and any Prospectus Supplement is
accurate as of any date on the front of such documents, such information may also be amended, supplemented or updated by the subsequent
filing of additional documents deemed by law to be or otherwise incorporated by reference into this Prospectus and by any subsequently
filed prospectus amendments.
This Prospectus provides a general description
of the securities that the Company may offer. Each time the Company sells securities under this Prospectus, it will provide you
with a Prospectus Supplement that will contain specific information about the terms of that offering. The Prospectus Supplement
may also add, update or change information contained in this Prospectus. Before investing in any securities, you should read both
this Prospectus and any applicable Prospectus Supplement together with additional information described below under "Documents
Incorporated by Reference" and "Available Information".
Unless
stated otherwise or the context otherwise requires, all references to dollar amounts in this Prospectus and any Prospectus Supplement
are references to Canadian dollars. References to "$" or "Cdn$" are to Canadian dollars and references
to "US$" are to U.S. dollars. See "Currency Presentation and Exchange Rate Information". The Company's financial
statements that are incorporated by reference into this Prospectus and any Prospectus Supplement have been prepared in accordance
with IFRS, as issued by the IASB.
Unless
the context otherwise requires, references in this Prospectus and any Prospectus Supplement to "Perpetua Resources",
the "Company", "we", "us" or "our" includes Perpetua Resources Corp. and each of its material
subsidiaries.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This Prospectus and the documents incorporated
by reference into this Prospectus contain "forward-looking statements" within the meaning of the United States Private
Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian
securities laws (together, "forward-looking statements") concerning the Company's projects, capital, anticipated
financial performance, business prospects and strategies and other general matters. All statements, other than statements of historical
fact, that address activities, events or developments that the Company believes, expects or anticipates will, may, could or might
occur in the future are forward-looking information. The words "expect", "anticipate", "estimate",
"may", "could", "might", "will", "would", "should", "intend",
"believe", "target", "budget", "plan", "strategy", "goals", "objectives",
"projection" or the negative of any of these words and similar expressions are intended to identify forward-looking information,
although these words may not be present in all forward-looking information.
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Forward-looking information includes, but is not limited to, statements regarding analyses and
other information based on expectations of future performance and planned work programs;
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possible events, conditions or financial performance that is based on assumptions about future
economic conditions and courses of action;
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timing, costs and potential success of future activities on the Company's properties, including
but not limited to development and operating costs in the event that a production decision is made;
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potential results of exploration, development and environmental protection and remediation activities;
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future outlook and goals;
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permitting timelines and requirements, regulatory and legal changes, requirements for additional
capital, requirements for additional water rights and the potential effect of proposed notices of environmental conditions relating
to mineral claims;
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the Company's ability to successfully withstand the impact of the COVID-19 pandemic; and
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planned expenditures and budgets and the execution thereof.
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Statements concerning mineral resource and mineral reserve estimates may also be deemed to constitute forward-looking information
to the extent that such statements involve estimates of the mineralization that may be encountered if a property is developed.
Any forward-looking information contained herein is stated as of the date of this document and Perpetua Resources does not intend,
and does not assume any obligation, to update such forward-looking information to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events unless required to do so by law or regulation.
By their very nature, 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 such forward-looking
information including, but not limited to the following risks and uncertainties:
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metals prices have fluctuated widely in the past and are expected to continue to do so in the future,
which may adversely affect the amount of revenues derived from the future production of mineral reserves;
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global financial markets can have a profound impact on the global economy in general and on the
mining industry in particular;
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mineral exploration and development in the United States is subject to numerous regulatory requirements
on land use;
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resource exploration and development is a high risk, speculative business;
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mineral exploration and development is subject to numerous industry operating hazards and risks,
many of which are beyond the Company's control and any one of which may have an adverse effect on its financial condition and operations;
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mineral exploration and development activities are subject to geologic uncertainty and inherent
variability;
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the quantification of mineral resources and mineral reserves is based on estimates and is subject
to great uncertainty;
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increased operating and capital costs may adversely affect the viability of existing and proposed
mining projects;
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the Company will need to raise additional capital though the sale of its securities or other interests,
resulting in dilution to the existing shareholders and, if such funding is not available, the Company's operations would be adversely
affected;
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future sales of the Company's common shares into the public market by holders of the Company options
and warrants may lower the market price, which may result in losses to the Company's shareholders;
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the Company is subject to numerous government regulations which could cause delays in carrying
out its operations, and increase costs related to its business;
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the Company is currently undertaking an extensive permitting process for the redevelopment and
restoration of Stibnite Gold Project and the timeframes for such processes are not fixed and can take significantly longer than
expected;
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the Company's current and future permits to conduct activities at the Stibnite Gold Project could
be challenged during regulatory processes or in the courts by third parties and such challenges may delay or prevent the Company
from meeting its objectives;
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the Company may face opposition from environmental non-governmental organizations ("NGOs"), Indian
tribes or other stakeholders that may delay or interfere with the regulatory process for the development of the Project;
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the Company has not received the necessary permits for water or explosives to conduct mining operations;
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the Company's activities are subject to environmental liability;
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the Company faces substantial competition within the mining industry from other mineral companies
with much greater financial and technical resources and the Company may not be able to effectively compete;
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the Company's future exploration efforts may be unsuccessful;
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the Company's mineral resource and mineral reserve estimates may not be indicative of the actual
gold that can be mined;
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the Company has a limited history as an exploration company and does not have any experience in
putting a mining project into production;
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the Company expects to continue to incur losses and may never achieve profitability, which in turn
may harm the future operating performance and may cause the market price of the Company's common shares to decline;
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the Company's title to its mineral properties and its validity may be disputed in the future by
others claiming title to all or part of such properties;
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the Company's ability to explore and, if warranted, develop its mineral claims may be impacted
by litigation or consent decrees entered into by previous owners of mineral rights that now comprise the Project, related to disturbance
related to past mining and exploration activities;
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the Company depends on key personnel for critical management decisions and industry contacts but
does not maintain key person insurance;
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the Company does not have a full staff of technical people and relies upon outside consultants
to provide critical services;
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certain the Company directors also serve as officers and/or directors of other mineral resource
companies, which may give rise to conflicts;
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the Company has no history of paying dividends, does not expect to pay dividends in the immediate
future and may never pay dividends;
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the Company's business involves risks for which the Company may not be adequately insured, if it
is insured at all;
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a shortage of supplies and equipment could adversely affect the Company's ability to operate its
business;
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risks related to the impact of COVID-19 and the volatility thereof; and
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a cyber-security incident could adversely affect the Company's ability to operate its business
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Forward-looking statements relate
to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and
certain assumptions that management believes are reasonable at the time they are made. In making the forward-looking statements
in this Prospectus and the documents incorporated by reference, the Company has applied several material assumptions, including,
but not limited to: certain assumptions as to production rates, operating cost, recovery and metal costs; that any additional financing
needed will be available on reasonable terms; the exchange rates for the U.S. and Canadian currencies will be consistent with the
Company's expectations; that the current exploration, development, environmental and other objectives concerning the Company's
Stibnite Gold Project (the "Project" or "Stibnite Gold Project") can be achieved and that the
Company's other corporate activities will proceed as expected; that the current price and demand for gold and other metals will
be sustained or will improve; that general business and economic conditions will not change in a materially adverse manner and
that all necessary governmental approvals for the planned exploration, development and environmental protection activities on the
Project will be obtained in a timely manner and on acceptable terms.
Financial outlook information
about potential future cash flows contained in this Prospectus or in a document incorporated by reference is based on assumptions
about future events, including economic conditions and proposed courses of action, based on management's assessment of the relevant
information currently available. Readers are cautioned that any such financial outlook information should not be used for purposes
other than for which it is disclosed.
Forward-looking statements are
statements about the future and are inherently uncertain, and actual achievements of the Company or other future events or conditions
may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other
factors, including, without limitation, those referred to in this Prospectus under the heading "Risk Factors" and in
the AIF (as defined herein) and the Company's Annual MD&A (as defined herein), each under the heading "Risks and Uncertainties".
In addition, although the Company has attempted to identify important factors that could cause actual achievements, events or conditions
to differ materially from those identified in the forward-looking statements, there may be other factors that cause achievements,
events or conditions not to be as anticipated, estimated or intended. Many of the foregoing factors are beyond the Company's ability
to control or predict.
These forward-looking statements
are based on the beliefs, expectations and opinions of management on the date the statements are made, and such beliefs, expectations
and opinions are subject to change after such date. The Company does not assume any obligation to update forward-looking statements,
except as required by applicable securities laws, if circumstances or management's beliefs, expectations or opinions should change.
For the reasons set forth above, investors should not place undue reliance on forward-looking statements.
CAUTIONARY NOTE TO UNITED STATES INVESTORS
CONCERNING MINERAL RESERVE AND RESOURCE ESTIMATES
Disclosure of Mineral Resources
Disclosure about our exploration properties
in this Prospectus uses the terms "Mineral Resources", "Measured Mineral Resources", "Indicated Mineral
Resources" and "Inferred Mineral Resources", which are Canadian geological and mining terms as defined in accordance
with National Instrument 43-101- Standards of Disclosure for Mineral Projects ("NI 43-101") of the Canadian Securities
Administrators, set out in the Canadian Institute of Mining (CIM) Standards.
Cautionary Note to U.S. Investors
concerning estimates of Measured Mineral Resources and Indicated Mineral Resources
This Prospectus has been prepared in accordance
with the requirements of the securities laws in effect in Canada as of the date of this Prospectus, which differ in certain material
respects from the disclosure requirements of United States securities laws. The terms "mineral reserve", "proven
mineral reserve" and "probable mineral reserve" are Canadian mining terms as defined in accordance with NI 43-101
and the Canadian Institute of Mining, Metallurgy and Petroleum (the "CIM") - CIM Definition Standards on Mineral
Resources and Mineral Reserves, adopted by the CIM Council, as amended. NI 43-101 is a rule developed by the Canadian Securities
Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning
mineral projects. The definitions of these terms differ from the definitions of such terms for purposes of the disclosure requirements
of the SEC
Accordingly, information contained and
incorporated by reference into this Prospectus that describes the Company's mineral deposits or mineral resources may not be comparable
to similar information made public by issuers subject to the SEC's reporting and disclosure requirements applicable to domestic
United States issuers.
CURRENCY PRESENTATION AND EXCHANGE RATE
INFORMATION
The financial statements incorporated by
reference in this Prospectus and any selected consolidated financial data derived therefrom included herein are presented in United
States dollars. In this Prospectus, references to "Cdn$" or "$" are to Canadian dollars and references to "US$"
are to United States dollars. On March 18, 2021, the daily rate as reported by the Bank of Canada was US$1.00 equals Cdn$1.2458
or Cdn$1.00 equals US$0.8027.
The following table sets out, for each period indicated, the
high and low exchange rates for one Canadian dollar expressed in United States dollars, the average of such exchange rates during
such period, and the exchange rate at the end of such period based on the daily rate as reported by the Bank of Canada:
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Year Ended December 31
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2020
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2019
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Highest rate during period
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US$0.7863
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US$0.7699
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Lowest rate during period
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US$0.6898
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US$0.7353
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Average rate during period
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US$0.7461
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US$0.7537
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Rate at the end of period
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US$0.7854
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US$0.7699
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The exchange rate information is derived
from information provided by the Bank of Canada. The Canadian dollar/U.S. dollar exchange rate has varied significantly over the
last several years and investors are cautioned not to assume that the exchange rates presented here are necessarily indicative
of future exchange rates.
DOCUMENTS INCORPORATED BY REFERENCE
Information
has been incorporated by reference in this Prospectus from documents filed with securities commissions or similar authorities
in each of the provinces of Canada, except Québec (the "Commissions"). Copies of the documents
incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of the Company at Suite 201,
405 S 8th Street, Boise, Idaho, USA, 83702, Telephone (208) 901-3060 and are also available electronically on SEDAR which
can be accessed electronically at www.sedar.com.
The following documents of the Company,
which have been filed with the Commissions, are specifically incorporated by reference into, and form an integral part of, this
Prospectus:
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a.
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the annual information form of the Company dated March 15, 2021 for the year ended December 31, 2020
(the "AIF") and filed on SEDAR on March 15, 2021;
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b.
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the audited consolidated financial statements of the Company for the years ended December 31, 2020
and 2019, the notes thereto and report of independent registered public accounting firm thereon and related management's discussion
and analysis (the "Annual MD&A"), filed on SEDAR on March 15, 2021;
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c.
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the management information circular of the Company dated March 1, 2021 prepared in connection
with the Company's annual general meeting of shareholders to be held on April 16, 2021 (the "Information Circular"),
filed on SEDAR on March 9, 2021;
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d.
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the material change report
dated January 19, 2021 in respect of (i) the formal engagement of advisers to explore a U.S. redomicile; (ii) a
10-for-1 share consolidation in connection with a planned U.S. listing on Nasdaq; and (iii) the entry into a voluntary agreement
under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA")
in the form of an Administrative Settlement Agreement and Order on Consent ("ASAOC"), filed on SEDAR on January 19, 2021;
and
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e.
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the material change report dated February 19, 2021 in respect of receipt of approval for the
Company's common shares to be listed on Nasdaq, the change of the Company's name to "Perpetua Resources Corp." and the
agreement with the Nez Perce Tribe to stay the Tribe's Clean Water Act lawsuit, filed on SEDAR on February 19, 2021.
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Any annual information form, material
change reports (excluding confidential material change reports), any interim and annual consolidated financial statements and related
management discussion and analysis, information circulars (excluding those portions that, pursuant to National Instrument 44-101
of the Canadian Securities Administrators, are not required to be incorporated by reference herein), any business acquisition reports,
any news releases or public communications containing financial information about the Company for a financial period more recent
than the periods for which financial statements are incorporated herein by reference, and any other disclosure documents required
to be filed pursuant to an undertaking to a provincial or territorial securities regulatory authority that are filed by the Company
with various securities commissions or similar authorities in Canada after the date of this Prospectus and prior to the termination
of this offering under any Prospectus Supplement, shall be deemed to be incorporated by reference in this Prospectus.
In addition, to the extent that any
document or information incorporated by reference into this Prospectus is included in any report filed with or furnished to the
SEC pursuant to the U.S. Exchange Act, after the date of this Prospectus, such document or information shall be deemed to be incorporated
by reference as an exhibit to the registration statement of which this Prospectus forms a part (in the case of documents or information
deemed furnished on Form 6-K or Form 8-K, only to the extent specifically stated therein).
Any statement contained in this Prospectus
or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein or in any other subsequently filed document which also
is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement
need not state that it has modified or superseded a prior statement or include any other information set forth in the document
it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes
that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or
an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light
of the circumstances in which it was made. Any statement so modified or superseded shall not constitute a part of this Prospectus,
except as so modified or superseded.
A Prospectus Supplement containing the
specific terms of an offering of securities, updated disclosure of earnings coverage ratios, if applicable, and other information
relating to the securities, will be delivered to prospective purchasers of such securities together with this Prospectus and the
applicable Prospectus Supplement and will be deemed to be incorporated into this Prospectus as of the date of such Prospectus Supplement
only for the purpose of the offering of the securities covered by that Prospectus Supplement.
Upon a new annual information form and
the related annual financial statements being filed by the Company with, and, where required, accepted by, the applicable securities
commissions or similar regulatory authorities during the currency of this Prospectus, the previous annual information form, the
previous annual financial statements and all quarterly financial statements, material change reports and information circulars
filed prior to the commencement of the Company's financial year in which the new annual information form is filed shall be deemed
no longer to be incorporated into this Prospectus for purposes of further offers and sales of securities hereunder.
SUMMARY DESCRIPTION OF BUSINESS
As used in this Prospectus, the terms
"we", "us", "our", "Perpetua Resources" and "the Company" refer to Perpetua Resources
Corp. and its subsidiaries unless the context otherwise requires.
General
The Company is an exploration and development-stage
company engaged in acquiring mining properties with the intention of exploring, evaluating and placing them into production, if
warranted. Currently, its principal business is the exploration and, if warranted, redevelopment, restoration and operation of
the Stibnite Gold Project in Idaho, USA.
Mineral exploration, development and construction
are expected to constitute the principal business of the Company for the coming years. In the course of realizing its objectives,
it is expected the Company may enter into various agreements specific to the mining industry, such as purchase or option agreements
to purchase mining claims and joint venture agreements.
The Company's principal mineral project
is the Stibnite Gold Project, which contains several mineral deposits. The Company's current focus is to explore, evaluate and
potentially redevelop three of the deposits known as the Hangar Flats Deposit, West End Deposit and Yellow Pine Deposit, all of
which are located within the Stibnite Gold Project, as well as reprocess certain historical tailings located on the Project. These
development activities would be undertaken in conjunction with a major restoration program designed to address impacts related
to historical activities in the Project area. Such restoration activities are an integral component of the Company's Plan of Restoration
and Operations.
The documents incorporated by reference
herein, including the AIF and the Stibnite Gold Feasibility Study, contain further details regarding the business of the Company
and the Stibnite Gold Project. See "Documents Incorporated by Reference."
Recent Developments
Stock Consolidation, Name Change and Listing on Nasdaq
The Company completed a consolidation of
its Common Shares on the basis of one new post-consolidation Common Share for every ten pre-consolidation Common Shares effective
as of January 27, 2021 (the "Consolidation") in connection with the Company's listing on Nasdaq and in order
to meet the minimum share price requirements for trading on Nasdaq.
The Company changed its name from "Midas
Gold Corp." to "Perpetua Resources Corp." effective as of February 15, 2021.
On February 17, 2021, the Company
announced that it and the Nez Perce Tribe had jointly moved for a 3-month stay of the Tribe's Clean Water Act lawsuit while
the parties pursue a court-ordered dispute resolution process. The litigation stay will allow the parties to work with a neutral
judge or mediator to determine if there are grounds to work out a resolution of the lawsuit.
On February 18, 2021, the Company's Common Shares commenced
trading on Nasdaq and TSX under the symbol "PPTA".
Stibnite Gold Feasibility Study
On December 22, 2020, the Company
announced the results of an independent feasibility study and subsequently filed the technical report titled "Stibnite Gold
Project, Feasibility Study Technical Report, Valley County, Idaho" with an effective date of December 22, 2020 and
an issue date of January 27, 2021 (the "Stibnite Gold Feasibility Study") on January 28, 2021.
Appointment of CFO
Effective March 16, 2021, the Company
appointed Chris Foster as Chief Financial Officer of the Company on a contract basis. Mr. Foster replaced Darren Morgans,
who resigned from his role as Chief Financial Officer effective March 15, 2021.
Mr. Foster works as a consultant providing
accounting and financial management services to private and publicly-listed companies primarily in the mining sector. Prior
to that, Mr. Foster served as a Controller for the Ivanhoe group, specifically Global Mining Management Corporation and Peregrine
Diamonds Ltd. (“Peregrine”), which was acquired by De Beers Canada Inc. in August 2018. Prior to Peregrine,
Mr. Foster spent two years at Canadian Forest Products Ltd. (“Canfor”) where he was responsible for providing
accounting, financial and analytical support for logging operations. Before joining Canfor, Mr. Foster served as Controller
for Roca Mines Inc. while the company developed and operated the award-winning Max Molybdenum mine, which was the first new metal
mine built in British Columbia in a decade. Mr. Foster is a member of the Chartered Professional Accountants of Canada
(CPA Canada).
RISK FACTORS
An
investment in any securities of the Company is speculative and involves a high degree of risk due to the nature of
Perpetua Resources' business and the present stage of development of its mineral properties. The following risk factors, as well
as risks not currently known to the Company, could materially adversely affect the Company's future business, financial condition,
results of operations and prospects and could cause them to differ materially from the forward-looking statements relating to the
Company. Before deciding to invest in any securities, investors should consider carefully the risk factors set out below, those
contained in the section entitled "Cautionary Note Regarding Forward-Looking Statements" above, those contained in the
documents incorporated by reference in this Prospectus and those described in any Prospectus Supplement, including those described
in the Company's historical consolidated financial statements, the related notes thereto and the Company's Annual Information Form.
The
following risk factors, as well as risks listed in the documents incorporated herein by reference and risks not currently known
to the Company or that the Company currently deems to be immaterial, could materially adversely affect the Company's
future business, financial condition, results of operations earnings and prospects and could cause them to differ materially from
the forward-looking statements relating to the Company. While the significant risk factors which the Company believes it faces
are discussed below, they do not comprise a definitive list of all risk factors related to the Company's business and operations.
Perpetua Resources will need to raise
additional capital though the sale of its securities or other interests, resulting in dilution to the existing shareholders and,
if such funding is not available, Perpetua Resources' operations would be adversely affected.
Perpetua Resources does not generate any
revenues and does not have sufficient financial resources to undertake by itself all of its planned exploration programs. Perpetua
Resources has limited financial resources and has financed its activities primarily through the sale of Perpetua Resources' securities
such as common shares and convertible notes. Perpetua Resources will need to continue its reliance on the sale of its securities
for future financing including that required to complete the permitting process for the Project, resulting in dilution to existing
shareholders. Further activities will depend on Perpetua Resources' ability to obtain additional financing, which may not be available
under favourable terms, if at all. If adequate financing is not available, Perpetua Resources may not be able to commence or continue
with its activities.
Perpetua Resources is subject to numerous
government regulations which could cause delays in carrying out its operations, and increase costs related to its business.
Perpetua Resources' mineral exploration
and development activities are subject to various laws and regulations governing operations, taxes, labour standards and occupational
health, mine safety, toxic substances, land use, water use, land claims of local people and other matters. No assurance can be
given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in
a manner which could limit or curtail exploration, development or production. Amendments to current laws and regulations governing
operations, or more stringent implementation thereof could substantially increase the costs associated with Perpetua Resources'
business or prevent it from exploring or developing its properties.
Amendments to current laws, regulations
and permits governing operations and activities of mining and exploration companies, or more stringent implementation thereof,
could have a material adverse impact on Perpetua Resources and cause increases in exploration expenses, capital expenditures or
production costs or reduction in levels of production at producing properties or require abandonment or delays in development of
new mining properties.
Perpetua Resources is currently undertaking
an extensive permitting process for the redevelopment and restoration of the Stibnite Gold Project and the timeframes for such
processes are not fixed and can take significantly longer than expected.
The regulatory processes related to permitting
of major mining projects in the US are subject to considerable uncertainty as to the information required, the timeframes to analyze
information provided and the outcomes of such analysis, and the Stibnite Gold Project is more complex than greenfields sites due
to the need to address the extensive legacy impacts related to historical mining activities, which adds additional uncertainty.
Since Perpetua Resources entered the permitting process for redevelopment and restoration, the proposed timeframe to get to a Final
Record of Decision has been extended by regulators several times and further extensions to the currently published timeframes can
be expected.
Perpetua Resources' current and future
permits to conduct activities at the Stibnite Gold Project could be challenged during regulatory processes or in the courts by
third parties and such challenges may delay or prevent the Company from meeting its objectives.
Third parties commonly challenge permits
related to exploration, development and mining projects and there is possibility that such parties may challenge Perpetua Resources'
permits for its activities. Such challenges would extend the timeframes anticipated for the Project advancement and increase funding
requirements beyond those currently anticipated, or block the approval of the Project.
Perpetua Resources may face opposition
from environmental non-governmental organizations ("NGOs"), Indian tribes or other stakeholders that may delay or
interfere with the regulatory process for the development of the Project.
NGOs, Indian tribes or other stakeholders
commonly challenge permits related to exploration, development and mining projects and there is possibility that such parties may
challenge Perpetua Resources' permits for its activities. Such challenges would extend the timeframes anticipated for the Project
advancement and increase funding requirements beyond those currently anticipated or prevent the approval of the Project. In 2018,
the Nez Perce Tribe announced its opposition to the Project, and on June 6, 2019, announced its intention to bring an action
against the Company under the Clean Water Act. On February 17, 2021, the Company announced that it and the Nez Perce
Tribe had jointly moved for a 3-month stay of the Tribe's Clean Water Act lawsuit while the parties pursue a court-ordered
dispute resolution process. Although the litigation stay will allow the parties to work with a neutral judge or mediator to determine
if there are grounds to work out a resolution of the lawsuit, there is no guarantee that the process will result in a resolution
of the case. If the case is not resolved, additional litigation could act to delay the Project.
Perpetua Resources must receive the
necessary environmental permits to commence mining operations.
The departments responsible for environmental
protection in the U.S. have broad authority to shut down and/or levy fines against facilities that do not comply with environmental
regulations or standards. Failure to obtain the necessary permits would adversely affect progress of Perpetua Resources' activities
and would delay or prevent the beginning of commercial operations.
Perpetua Resources' activities are subject
to environmental liability.
Perpetua Resources is not aware of any
claims for damages related to any impact that its own operations have had on the environment but it may become subject to such
claims in the future. An environmental claim could adversely affect Perpetua Resources' business due to the high costs of defending
against such claims and its impact on senior management's time. Also, environmental regulations may change in the future which
could adversely affect Perpetua Resources' operations including the potential to curtail or cease exploration programs or to preclude
entirely the economic development of a mineral property. The extent of any future changes to environmental regulations cannot be
predicted or quantified, but it should be assumed that such regulations would become more stringent in the future. Generally, new
regulations will result in increased compliance costs, including costs for obtaining permits, delays or fines resulting from loss
of permits or failure to comply with the new regulations.
Perpetua Resources faces substantial
competition within the mining industry from other mineral companies with much greater financial and technical resources and Perpetua
Resources may not be able to effectively compete.
The mineral resource industry is intensively
competitive in all of its phases, and Perpetua Resources competes with many companies possessing much greater financial and technical
research resources. Competition is particularly intense with respect to the acquisition of desirable undeveloped gold properties.
The principal competitive factors in the acquisition of such undeveloped properties include the staff and data necessary to identify,
investigate and purchase such properties, and the financial resources necessary to acquire and develop such properties. Competition
could adversely affect Perpetua Resources' ability to advance the Project or to acquire suitable prospects for exploration in the
future.
Perpetua Resources' future exploration
and development efforts may be unsuccessful.
Mineral resource exploration and, if warranted,
development, is a speculative business, characterized by a number of significant risks, including, among other things, unprofitable
efforts resulting not only from the failure to discover mineral deposits but also from finding mineral deposits, which, though
present, are insufficient in volume and/or grade to return a profit from production. There is no certainty that the expenditures
that have been made and may be made in the future by Perpetua Resources related to the exploration of its properties will result
in discoveries of mineralized material in commercial quantities.
Most exploration projects do not result
in the discovery of commercially viable mineral deposits and no assurance can be given that any particular level of recovery or
mineral reserves will in fact be realized or that any identified mineral deposit will ever qualify as a commercially viable deposit
which can be legally and economically exploited.
Perpetua Resources' mineral resource
and mineral reserve estimates may not be indicative of the actual gold that can be mined.
Assays results from core drilling or reverse
circulation drilling can be subject to errors at the laboratory analyzing the drill samples. In addition, reverse circulation or
core drilling may lead to samples which may not be representative of the gold or other metals in the entire deposit. Mineral resource
and mineral reserve estimates are based on interpretation of available facts and extrapolation or interpolation of data and may
not be representative of the actual deposit. All of these factors may lead to mineral resource and/or mineral reserve estimates
being overstated, the mineable gold that can be received from the Project being less than the mineral resource and mineral reserve
estimates, and the Project not being a viable project.
If Perpetua Resources' mineral resource
and mineral reserve estimates for the Project are not indicative of actual grades of gold and other potential by-products, Perpetua
Resources will have to continue to explore for a viable deposit or cease operations.
Perpetua Resources has a limited history
as an exploration company and does not have any experience in putting a mining project into production.
Perpetua Resources has only been actively
engaged in exploration since 2009. Perpetua Resources does not generate any revenues from operations or production. Putting a mining
project into production requires substantial planning and expenditures and, whilst several members of management have mine construction
experience, as a company Perpetua Resources does not have any experience in taking a mining project to production. As a result
of these factors, it is difficult to evaluate Perpetua Resources' prospects, and its future success is more uncertain than if it
had a longer or more proven history.
Perpetua Resources expects to continue
to incur losses and may never achieve profitability, which in turn may harm the future operating performance and may cause the
market price of Perpetua Resources' common shares to decline.
Perpetua Resources has incurred net losses
every year since inception. Perpetua Resources currently has no commercial production and has never recorded any revenues from
mining operations. Perpetua Resources expects to continue to incur losses, and will continue to do so until such time, if ever,
as its properties commence commercial production and generate sufficient revenues to fund continuing operations.
The proposed development of new mining
operations will require the commitment of substantial resources for operating expenses and capital expenditures, which may increase
in subsequent years as Perpetua Resources adds, as needed, consultants, personnel and equipment associated with advancing exploration,
development and commercial production of the Project or any other properties. The amounts and timing of expenditures will depend
on the progress of ongoing exploration and development, the results of consultants' analyses and recommendations, the rate at which
operating losses are incurred, the execution of any joint venture or other agreements with others in the future, its acquisition
of additional properties, and other factors, many of which are unknown today and may be beyond the Company's control. Perpetua
Resources may never generate any revenues or achieve profitability. If Perpetua Resources does not achieve profitability, it would
have to raise additional financing or shut down its operations.
Perpetua Resources has negative cash
flow from operating activities.
As indicated, the Company currently has
no producing mines and has no source of operating cash flow other than through equity, joint ventures and/or debt financing. As
such, the Company has, and is expected to continue to have, negative operating cash flow. To the extent the Company has negative
cash flow in future periods, the Company may use a portion of its general working capital to fund such negative cash flow.
Perpetua Resources' title to its mineral
properties and its validity may be disputed in the future by others claiming title to all or part of such properties.
Perpetua Resources' properties consist
of various mining concessions in the U.S. Under U.S. law, the concessions may be subject to prior unregistered agreements or transfers,
which may affect the validity of Perpetua Resources' ownership of such concessions. A claim by a third party asserting prior unregistered
agreements or transfer on any of Perpetua Resources' mineral properties, especially where commercially viable mineral reserves
have been located, could adversely result in Perpetua Resources losing commercially viable mineral reserves. Even if a claim is
unsuccessful, it may potentially affect Perpetua Resources' current activities due to the high costs of defending against such
claims and its impact on senior management's time. If Perpetua Resources loses a commercially viable mineral reserve, such a loss
could lower Perpetua Resources' revenues or cause it to cease operations if this mineral reserve represented all or a significant
portion of Perpetua Resources' operations at the time of the loss.
Perpetua Resources' ability to explore
and, if warranted, develop its mineral claims may be impacted by litigation or consent decrees entered into by previous owners
of mineral rights that now comprise the Project, related to disturbance related to past mining and exploration activities.
Several of the patented lode and mill site
claims acquired by Perpetua Resources over the West End Deposit and the Cinnabar claim groups (the latter held under option) are
subject to a consent decree under the United States Comprehensive Environmental Response, Compensation, and Liability Act ("CERCLA"),
which covers certain environmental liability and remediation responsibilities with respect to such claims. The consent decree requires
that heirs, successors and assigns refrain from activities that would interfere with or adversely affect the integrity of any remedial
measures implemented by government agencies. Several of the patented claims in the Hangar Flats and Yellow Pine properties are
subject to a consent decree under CERCLA between the original owner of those claims and the United States, which creates certain
obligations on that owner, including that the owner will cooperate with the EPA and U.S. Forest Service in those agencies’
efforts to secure any government controls necessary to implement response activities.
All industries, including mining, are subject
to legal claims with or without merit. Defense and settlement costs can be substantial, even with respect to claims without merit.
Due to the inherent uncertainty of the litigation process, the resolution of any particular claim could have an effect on the Corporation’s
financial position. It is possible that any proposal to develop a mine on the Project, or any governmental approval for such a
development, could be challenged in court by third parties, the effect of which would be to delay and possibly entirely impede
the Corporation from developing the Project or commencing production.
Perpetua Resources depends on key personnel
for critical management decisions and industry contacts but does not maintain key person insurance.
Perpetua Resources is dependent on a relatively
small number of key personnel, the loss of any of whom could have an adverse effect on the operations of Perpetua Resources. Perpetua
Resources' success is dependent to a great degree on its ability to attract and retain highly qualified management personnel. The
loss of any such key personnel, through incapacity or otherwise, would require Perpetua Resources to seek and retain other qualified
personnel and could compromise the pace and success of its exploration activities. Perpetua Resources does not maintain key person
insurance in the event of a loss of any such key personnel.
Perpetua Resources does not have a full
staff of technical people and relies upon outside consultants to provide critical services.
Perpetua Resources has a relatively small
staff and depends upon its ability to hire consultants with the appropriate background and expertise as such persons are required
to carry out specific tasks. Perpetua Resources' inability to hire the appropriate consultants at the appropriate time could adversely
impact Perpetua Resources' ability to advance its operations.
Certain Perpetua Resources directors
also serve as officers and/or directors of other mineral resource companies, which may give rise to conflicts.
Certain Perpetua Resources directors and
officers are also directors, officers or shareholders of other companies that are similarly engaged in the business of acquiring,
developing and exploiting natural resource properties. Such associations may give rise to conflicts of interest from time to time.
Directors and officers of the Company with conflicts of interest will be subject to and will follow the procedures set out in applicable
corporate and securities legislation, regulations, rules and policies.
Perpetua Resources has no history of
paying dividends, does not expect to pay dividends in the immediate future and may never pay dividends.
Since incorporation, neither Perpetua Resources
nor any of its subsidiaries have paid any cash or other dividends on its common shares, and the Company does not expect to pay
such dividends in the foreseeable future, as all available funds will be invested primarily to finance its mineral exploration
and development programs.
Perpetua Resources' business involves
risks for which Perpetua Resources may not be adequately insured, if it is insured at all.
In the course of exploration and development
of, and production from, mineral properties, certain risks, and in particular, unexpected or unusual geological operating conditions
including landslides, ground failures, fires, flooding and earthquakes may occur. It is not always possible to fully insure against
such risks. Perpetua Resources does not currently have insurance against all such risks and may decide not to take out insurance
against all such risks as a result of high premiums or other reasons. Should such liabilities arise, they could reduce or eliminate
any future profitability and result in increasing costs and a decline in the value of the securities of Perpetua Resources.
Additionally, the Company is not insured
against most environmental risks. Insurance against all environmental risks (including potential liability for pollution or other
hazards as a result of the disposal of waste products by third-parties occurring as part of historic exploration and production)
has not been generally available to companies within the industry. The Company periodically evaluates the cost and coverage of
the insurance that is available against certain environmental risks to determine if it would be appropriate to obtain such insurance.
Without such insurance, or with limited amounts of such insurance, and if the Company becomes subject to environmental liabilities,
the payment of such liabilities would reduce or eliminate its available funds or could exceed the funds the Company has to pay
such liabilities and result in bankruptcy. Should the Company be unable to fully fund the remedial cost of an environmental problem,
it might be required to enter into interim compliance measures pending completion of the required remedy.
A shortage of supplies and equipment
could adversely affect Perpetua Resources' ability to operate its business.
Perpetua Resources is dependent on various
supplies and equipment to carry out its activities. The shortage of such supplies, equipment and parts could have a material adverse
effect on Perpetua Resources' ability to carry out its activities and therefore have a material adverse effect on the cost of doing
business.
A cyber security incident could adversely
affect Perpetua Resources' ability to operate its business.
Information systems and other technologies,
including those related to the Company's financial and operational management, and its technical and environmental data, are an
integral part of the Company's business activities. Network and information systems related events, such as computer hacking,
cyber-attacks, computer viruses, worms or other destructive or disruptive software, process breakdowns, denial of service attacks,
or other malicious activities or any combination of the foregoing or power outages, natural disasters, terrorist attacks, or other
similar events could result in damages to the Company's property, equipment and data. These events also could result in significant
expenditures to repair or replace damaged property or information systems and/or to protect them from similar events in the future.
Furthermore, any security breaches such
as misappropriation, misuse, leakage, falsification, accidental release or loss of information contained in the Company's information
technology systems including personnel and other data that could damage its reputation and require the Company to expend significant
capital and other resources to remedy any such security breach. Insurance held by the Company may mitigate losses however
in any such events or security breaches may not be sufficient to cover any consequent losses or otherwise adequately compensate
the Company for any disruptions to its business that may result and the occurrence of any such events or security breaches could
have a material adverse effect on the business of the Company. There can be no assurance that these events and/or security
breaches will not occur in the future or not have an adverse effect of the business of the Company.
Reliability of Financial Statements
In the preparation of financial statements,
management may need to rely upon assumptions, make estimates or use their best judgment in determining the financial condition
of the Company. Significant accounting details are described in more detail in the notes to the Company's annual consolidated financial
statements for the year ended December 31, 2020. In order to have a reasonable level of assurance that financial transactions
are properly authorized, assets are safeguarded against unauthorized or improper use and transactions are properly recorded and
reported, the Company has implemented and continues to analyze its internal control systems for financial reporting. Although the
Company believes its financial reporting and financial statements are prepared with reasonable safeguards to ensure reliability,
it cannot provide absolute assurance in that regard.
Substantial Volatility of Share Price
In recent years, the securities markets
in the United States and Canada have experienced a high level of price and volume volatility, and the market prices of securities
of many mineral exploration companies have experienced wide fluctuations in price which have not necessarily been related to the
operating performance, underlying asset values or prospects of such companies. The price of the Common Shares is also significantly
affected by short term changes in mineral prices or in the Company's financial condition or results of operations as reflected
in its financial reports. Other factors unrelated to the Company's performance that may have an effect on the price of its Common
Shares include the following: the extent of analytical coverage available to investors concerning the Company's business may be
limited if investment banks with research capabilities do not follow the Company's securities; lessening in trading volume and
general market interest in the Company's securities may affect an investor's ability to trade significant numbers of the Common
Shares; and the market price of the Common Shares and size of the Company's public float may limit the ability of some institutions
to invest in the Company's securities.
Future sales or issuances of equity
securities could decrease the value of the Common Shares, dilute investors' voting power and reduce the Company's earnings per
share.
The Company may sell equity securities
in Offerings (including through the sale of Debt Securities convertible into equity securities) and may issue additional equity
securities to finance operations, exploration, development, acquisitions or other projects. The Company cannot predict the size
of future issuances of equity securities or the size and terms of future issuances of Debt Securities or other Securities convertible
into equity securities or the effect, if any, that future issuances and sales of the Securities will have on the market price of
the Common Shares. Any transaction involving the issuance of previously authorized but unissued Common Shares, or securities convertible
into Common Shares, would result in dilution, possibly substantial, to shareholders. Exercises of presently outstanding stock options
may also result in dilution to shareholders.
The board of directors of the Company has
the authority to authorize certain offers and sales of the Securities without the vote of, or prior notice to, shareholders. Based
on the need for additional capital to fund expected expenditures and growth, it is likely that the Company will need to issue the
Securities to provide such capital. Such additional issuances may involve the issuance of a significant number of Common Shares
at prices less than the current market price.
Sales of substantial amounts of the Securities,
or the availability of the Securities for sale, could adversely affect the prevailing market prices for the Securities and dilute
investors' interest in the Company. A decline in the market prices of the Securities could impair the Company's ability to raise
additional capital through the sale of additional Securities should the Company desire to do so.
The Company has discretion in the use
of the net proceeds from an Offering.
The Company intends to allocate the net
proceeds it will receive from an Offering as described under "Use of Proceeds" in this Prospectus and the applicable
Prospectus Supplement; however, the Company will have discretion in the actual application of the net proceeds. The Company may
elect to allocate the net proceeds differently from that described in "Use of Proceeds" in this Prospectus and the applicable
Prospectus Supplement if the Company believes it would be in the Company's best interests to do so. The Company's investors may
not agree with the manner in which the Company chooses to allocate and spend the net proceeds from an Offering. The failure by
the Company to apply these funds effectively could have a material adverse effect on the business of the Company.
There is an absence of a public market
for certain of the Securities.
There is no public market for the Debt
Securities, Warrants, Subscription Receipts or Units and, unless otherwise specified in the applicable Prospectus Supplement, the
Company does not intend to apply for listing of the Debt Securities, Warrants, Subscription Receipts or Units on any securities
exchanges. If the Debt Securities, Warrants, Subscription Receipts or Units are traded after their initial issuance, they may trade
at a discount from their initial offering prices depending on prevailing interest rates (as applicable), the market for similar
securities and other factors, including general economic conditions and our financial condition. There can be no assurance as to
the liquidity of the trading market for the Debt Securities, Warrants, Subscription Receipts or Units, or that a trading market
for these securities will develop at all.
Changes in interest rates may cause
the market price or value of the Debt Securities to decline.
Prevailing interest rates will affect the
market price or value of the Debt Securities. The market price or value of the Debt Securities may decline as prevailing interest
rates for comparable debt instruments rise and increase as prevailing interest rates for comparable debt instruments decline.
Fluctuations in foreign currency markets
may cause the value of the Debt Securities to decline.
Debt Securities denominated or payable
in foreign currencies may entail significant risk. These risks include, without limitation, the possibility of significant fluctuations
in the foreign currency markets, the imposition or modification of foreign exchange controls and potential liquidity in the secondary
market. These risks will vary depending upon the currency or currencies involved and will be more fully described in the applicable
Prospectus Supplement.
Risks Related to COVID-19
The Company's business, operations and
financial condition could be materially and adversely affected by the outbreak of epidemics or pandemics or other health crises,
including the recent outbreak of COVID-19. To date, there have been a large number of temporary business closures, quarantines
and a general reduction in consumer activity in a number of countries including Canada, the United States, Europe and China. The
outbreak has caused companies and various international jurisdictions to impose travel, gathering and other public health restrictions.
While these effects are expected to be temporary and a number of jurisdictions, including in Canada and the United States, have
started to lift certain COVID-19 related restrictions, the duration of the various disruptions to businesses locally and internationally
and the related financial and other impacts cannot be reasonably estimated at this time. Such public health crises can result in
volatility and disruptions in the supply and demand for silver and other metals and minerals, global supply chains and financial
markets, as well as declining trade and market sentiment and reduced mobility of people, all of which could affect commodity prices,
interest rates, credit ratings, credit risk, share prices and inflation.
The risks to the Company of such public
health crises also include risks to employee health and safety, additional slowdowns or temporary suspensions of operations in
geographic locations impacted by an outbreak, increased labor, transportation and fuel costs, regulatory changes, political or
economic instabilities or civil unrest.
The extent to which COVID-19 will or may
impact the Company in the future is uncertain and these factors are beyond the Company's control; however, it is likely that any
future outbreaks of COVID-19, particularly if there are any increased cases of COVID-19 in Idaho, may have a material adverse effect
on the Company's business, results of operations and financial condition.
USE OF PROCEEDS
Unless otherwise specified in a Prospectus
Supplement, the net proceeds of any offering of securities under a Prospectus Supplement will be used for general corporate purposes,
including funding potential future acquisitions and capital expenditures. More detailed information regarding the use of proceeds
from a sale of securities will be included in the applicable Prospectus Supplement.
All expenses relating to an offering of
securities and any compensation paid to underwriters, dealers or agents, as the case may be, will be paid out of the Company's
general funds, unless otherwise stated in the applicable Prospectus Supplement.
The Company has incurred negative cash
flow from operating activities for its financial year ended December 31, 2020. Accordingly, the majority or all of the net
proceeds of any offering of securities under a Prospectus Supplement will be used to fund the proposed expenditures set out above
or in the applicable Prospectus Supplement as well as other general working capital and administrative expenses which may cause
the Company to continue to experience negative cash flow from its operating activities. See also "Risk Factors – History
of Net Losses; Uncertainty of Additional Financing; Negative Operating Cash Flow".
PRIOR SALES
The following table sets forth details
of the price at which securities have been issued or are to be issued by the Company, the number of securities issued at that price
and the date on which the securities were issued during the 12-month period prior to the date of this Prospectus (all on a post-Consolidation
basis):
|
Date of Issuance
|
|
Number
of
Common Shares(1)
|
|
|
Issuance
or Exercise
Price per Common
Share(1)
|
|
Reason for Issue
|
|
March 20, 2020
|
|
|
45,000
|
|
|
Cdn$
|
3.50
|
|
Grant of Stock Options
|
|
April 3, 2020
|
|
|
50,000
|
|
|
Cdn$
|
4.40
|
|
Grant of Stock Options
|
|
April 17, 2020
|
|
|
4,175
|
|
|
Cdn$
|
3.10
|
|
Exercise of Stock Appreciation Rights(2)
|
|
April 17, 2020 to February 8, 2021
|
|
|
95,013
|
|
|
Cdn$
|
3.10
|
|
Exercise of Stock Options
|
|
April 27, 2020
|
|
|
1,207
|
|
|
Cdn$
|
4.20
|
|
Exercise of Stock Appreciation Rights(2)
|
|
May 5, 2020
|
|
|
6,500
|
|
|
Cdn$
|
4.20
|
|
Exercise of Stock Options
|
|
May 8, 2020
|
|
|
1,057
|
|
|
Cdn$
|
4.20
|
|
Exercise of Stock Appreciation Rights(2)
|
|
May 22, 2020
|
|
|
9,500
|
|
|
Cdn$
|
6.30
|
|
Grant of Stock Options
|
|
July 21, 2020 to January 28, 2021
|
|
|
75,342
|
|
|
Cdn$
|
8.90
|
|
Exercise of Stock Options
|
|
July 21, 2020 to January 28, 2021
|
|
|
10,000
|
|
|
Cdn$
|
3.90
|
|
Exercise of Stock Options
|
|
July 27, 2020
|
|
|
3,943
|
|
|
Cdn$
|
5.90
|
|
Exercise of Stock Appreciation Rights(2)
|
|
July 29, 2020 to January 28, 2021
|
|
|
38,430
|
|
|
Cdn$
|
9.70
|
|
Exercise of Stock Options
|
|
July 30, 2020
|
|
|
840
|
|
|
Cdn$
|
6.60
|
|
Exercise of Stock Appreciation Rights(2)
|
|
July 31, 2030 to January 28, 2021
|
|
|
15,357
|
|
|
Cdn$
|
6.20
|
|
Exercise of Stock Options
|
|
August 4, 2020 to January 28, 2021
|
|
|
93,694
|
|
|
Cdn$
|
5.90
|
|
Exercise of Stock Options
|
|
August 4, 2020 to February 8, 2021
|
|
|
58,813
|
|
|
Cdn$
|
6.60
|
|
Exercise of Stock Options
|
|
August 6, 2020
|
|
|
12,000
|
|
|
Cdn$
|
8.30
|
|
Exercise of Stock Options
|
|
August 7, 2020
|
|
|
6,000
|
|
|
Cdn$
|
9.30
|
|
Exercise of Stock Options
|
|
August 20, 2020
|
|
|
4,687
|
|
|
Cdn$
|
8.90
|
|
Exercise of Stock Appreciation Rights(2)
|
|
August 21, 2020
|
|
|
4,750
|
|
|
Cdn$
|
8.80
|
|
Exercise of Stock Options
|
|
August 26, 2020
|
|
|
9,473,716
|
|
|
Cdn$
|
3.541
|
|
Note Conversion(3)
|
|
August 26, 2020
|
|
|
10,225,564
|
|
|
Cdn$
|
4.655
|
|
Note Conversion(3)
|
|
November 23, 2020
|
|
|
1,250
|
|
|
Cdn$
|
6.20
|
|
Exercise of Stock Appreciation Rights(2)
|
|
November 23, 2020
|
|
|
585
|
|
|
Cdn$
|
9.70
|
|
Exercise of Stock Appreciation Rights(2)
|
|
January 4 to February 8, 2021
|
|
|
51,284
|
|
|
Cdn$
|
3.10
|
|
Exercise of Stock Options
|
|
January 4 to 28, 2021
|
|
|
8,000
|
|
|
Cdn$
|
5.90
|
|
Exercise of Stock Options
|
|
January 4 to 28, 2021
|
|
|
5,375
|
|
|
Cdn$
|
6.20
|
|
Exercise of Stock Options
|
|
January 4 to February 8, 2021
|
|
|
5,400
|
|
|
Cdn$
|
6.60
|
|
Exercise of Stock Options
|
|
January 28, 2021
|
|
|
2,000
|
|
|
Cdn$
|
3.90
|
|
Exercise of Stock Options
|
|
January 28, 2021
|
|
|
450
|
|
|
Cdn$
|
8.90
|
|
Exercise of Stock Options
|
|
January 28, 2021
|
|
|
3,750
|
|
|
Cdn$
|
9.70
|
|
Exercise of Stock Options
|
|
January 20, 2021
|
|
|
873,500
|
|
|
Cdn$
|
11.80
|
|
Grant of Stock Options
|
|
March 15, 2021
|
|
|
130,000
|
|
|
Cdn$
|
9.13
|
|
Grant of Stock Options
|
|
|
(1)
|
Presented on a post-Consolidation basis.
|
|
|
(2)
|
The Company's stock option plan includes stock appreciation rights ("SARs") which
permit optionees to terminate vested stock options and receive Common Shares in lieu of the benefit which would have been received
had the stock options been exercised.
|
|
|
(3)
|
Issued to Paulson & Co. Inc. ("Paulson") in respect of the exercise in
full of the conversion feature of the convertible notes held by Paulson in the aggregate principal amount of Cdn$82,102,500;
|
TRADING PRICE AND VOLUME
The common shares of Perpetua are listed
and posted for trading on both the TSX and Nasdaq under the symbol "PPTA". The following tables set forth the market
price range and trading volumes of Perpetua Resources' common shares on each of the TSX and Nasdaq 12 month period prior to the
date of this Prospectus (for the months indicated):
|
|
|
TSX
|
|
|
Nasdaq(1)
|
|
Period
2021
|
|
High
(Cdn$)
|
|
|
Low
(Cdn$)
|
|
|
Volume
|
|
|
High
(US$)
|
|
|
Low
(US$)
|
|
|
Volume
|
|
|
March 1 – 18
|
|
|
11.52
|
|
|
|
7.02
|
|
|
|
779,694
|
|
|
|
9.21
|
|
|
|
5.52
|
|
|
|
2,853,600
|
|
|
February
|
|
|
11.57
|
|
|
|
7.98
|
|
|
|
1,169,526
|
|
|
|
9.45
|
|
|
|
6.26
|
|
|
|
683,522
|
|
|
January
|
|
|
14.4
|
|
|
|
8.7
|
|
|
|
907,175
|
|
|
|
n/a
|
|
|
|
n/a
|
|
|
|
n/a
|
|
Notes:
(1) Presented
on a post-Consolidation basis.
(2) The
Common Shares were listed and commenced trading on Nasdaq effective February 18, 2021.
|
|
|
TSX(1)
|
|
|
Nasdaq(2)
|
Period
2020
|
|
High
(Cdn$)
|
|
|
Low
(Cdn$)
|
|
|
Volume
|
|
|
High
(US$)
|
|
Low
(US$)
|
|
Volume
|
|
December
|
|
|
1.43
|
|
|
|
1.10
|
|
|
|
7,869,361
|
|
|
n/a
|
|
n/a
|
|
n/a
|
|
November
|
|
|
1.47
|
|
|
|
1.11
|
|
|
|
6,160,966
|
|
|
n/a
|
|
n/a
|
|
n/a
|
|
October
|
|
|
1.53
|
|
|
|
1.07
|
|
|
|
6,871,434
|
|
|
n/a
|
|
n/a
|
|
n/a
|
|
September
|
|
|
1.79
|
|
|
|
1.32
|
|
|
|
12,108,334
|
|
|
n/a
|
|
n/a
|
|
n/a
|
|
August
|
|
|
2.04
|
|
|
|
1.45
|
|
|
|
29,004,835
|
|
|
n/a
|
|
n/a
|
|
n/a
|
|
July
|
|
|
1.79
|
|
|
|
0.69
|
|
|
|
25,272,445
|
|
|
n/a
|
|
n/a
|
|
n/a
|
|
June
|
|
|
0.72
|
|
|
|
0.52
|
|
|
|
5,217,474
|
|
|
n/a
|
|
n/a
|
|
n/a
|
|
May
|
|
|
0.68
|
|
|
|
0.52
|
|
|
|
5,753,218
|
|
|
n/a
|
|
n/a
|
|
n/a
|
|
April
|
|
|
0.67
|
|
|
|
0.41
|
|
|
|
6,660,603
|
|
|
n/a
|
|
n/a
|
|
n/a
|
|
March
|
|
|
0.56
|
|
|
|
0.235
|
|
|
|
5,476,932
|
|
|
n/a
|
|
n/a
|
|
n/a
|
|
February
|
|
|
0.61
|
|
|
|
0.50
|
|
|
|
3,928,580
|
|
|
n/a
|
|
n/a
|
|
n/a
|
Notes:
(1) Presented
on a pre-Consolidation basis.
(2) The
Common Shares were listed and commenced trading on Nasdaq effective February 18, 2021.
On
March 18, 2021, the closing price of the Common Shares on the TSX and Nasdaq was CDN$9.13 and US$7.32 per Common Share,
respectively.
DIVIDEND POLICY
Perpetua Resources has not declared or
paid any dividends on its common shares since the date of formation. Any decision to pay dividends on common shares in the future
will be made by the board of directors on the basis of the earnings, financial requirements and other conditions existing at such
time.
CONSOLIDATED CAPITALIZATION
The applicable Prospectus Supplement will
describe any material change, and the effect of such material change, on the share and loan capitalization of the Company that
will result from the issuance of securities pursuant to such Prospectus Supplement.
There have been no material changes in
the share and loan capital of the Company on a consolidated basis from December 31, 2020 to the date of this Prospectus other
than as disclosed herein.
DESCRIPTION OF SHARE CAPITAL
Common Shares
The authorized capital of the Company consists
of an unlimited number of common shares, without par value. As at the close of business on March 18, 2021, 47,561,444 common
shares of the Company were issued and outstanding.
Shareholders are entitled to receive notice
of and attend all meetings of shareholders with each common share held entitling the holder to one vote on any resolution to be
passed at such shareholder meetings. Shareholders are entitled to dividends if, as and when declared by the board of directors
of the Company. Shareholders are entitled upon liquidation, dissolution or winding-up of the Company to receive the remaining assets
of the Company available for distribution to shareholders.
Options
As of the date of this Prospectus, there
were stock options outstanding to purchase 2,876,877 common shares of the Company at exercise prices ranging from $3.90 to $11.80
with expiry dates ranging from March 21, 2021 to March 15, 2026.
Convertible Notes
As of the date of this Prospectus, up to
4,351,850 common shares of the Company may be issued pursuant to the conversion feature of the senior unsecured convertible notes
issued in March 2016 of which remains an outstanding principal amount of Cdn$15,409,901.
DESCRIPTION OF SECURITIES OFFERED UNDER
THIS PROSPECTUS
The Company may offer common shares, warrants,
subscription receipts or units comprising any combination of common shares, warrants or subscription receipts, with a total value
of up to US$100,000,000 from time to time under this Prospectus, together with any applicable Prospectus Supplement, at prices
and on terms to be determined by market conditions at the time of offering. This Prospectus provides you with a general description
of the securities the Company may offer. Each time the Company offers securities, it will provide a Prospectus Supplement that
will describe the specific amounts, prices and other important terms of the securities, including, to the extent applicable:
|
|
·
|
designation or classification;
|
|
|
·
|
aggregate offering price;
|
|
|
·
|
original issue discount, if any;
|
|
|
·
|
rates and times of payment of dividends, if any;
|
|
|
·
|
redemption, conversion or exchange terms, if any;
|
|
|
·
|
conversion or exchange prices, if any, and, if applicable, any provisions for changes to or adjustments
in the conversion or exchange prices and in the securities or other property receivable upon conversion or exchange;
|
|
|
·
|
restrictive covenants, if any;
|
|
|
·
|
voting or other rights, if any;
|
|
|
·
|
important United States and Canadian federal income tax considerations; and
|
|
|
·
|
any other material term or condition of the applicable securities.
|
A Prospectus Supplement may also add, update
or change information contained in this Prospectus or in documents the Company has incorporated by reference. However, no Prospectus
Supplement will offer a security that is not described in this Prospectus.
Description of Common Shares
The Company may offer common shares, which
the Company may issue independently or together with warrants or subscription receipts, and the common shares may be separate from
or attached to such securities. All of the Company's common shares have equal voting rights, and none of the common shares are
subject to any further call or assessment. There are no special rights or restrictions of any nature attaching to any of the common
shares and they all rank pari passu each with the other as to all benefits which might accrue to the holders of the common shares.
The common shares are not convertible into shares of any other class and are not redeemable or retractable.
Description of Warrants
Warrants
may be offered separately or together with other securities, as the case may be. Each series of warrants will be issued under a
separate warrant indenture to be entered into between the Company and one or more banks or trust companies acting as warrant agent.
The applicable Prospectus Supplement will include details of the terms and conditions of the warrants being offered. The warrant
agent will act solely as the Company's agent and will not assume a relationship of agency with any holders of warrant certificates
or beneficial owners of warrants. The following sets forth certain general terms and provisions of the warrants offered under this
Prospectus. The specific terms of the warrants, and the extent to which the general terms described in this section apply to those
warrants, will be set forth in the applicable Prospectus Supplement. If applicable, the Company will file with the SEC as
exhibits to the registration statement of which this Prospectus is a part, or will incorporate by reference from a Report of Foreign
Private Issuer on Form 6-K that the Company files with the SEC, any warrant indenture or form of warrant describing the terms
and conditions of such Warrants that the Company is offering before the issuance of such Warrants.
The particular terms of each issue of warrants
will be described in the related Prospectus Supplement. This description will include, where applicable:
|
|
·
|
the designation and aggregate number of warrants;
|
|
|
·
|
the price at which the warrants will be offered;
|
|
|
·
|
the currency or currencies in which the warrants will be offered;
|
|
|
·
|
the designation and terms of the common shares purchasable upon exercise of the warrants;
|
|
|
·
|
the date on which the right to exercise the warrants will commence and the date on which the right
will expire;
|
|
|
·
|
the number of common shares that may be purchased upon exercise of each warrant and the price at
which and currency or currencies in which the common shares may be purchased upon exercise of each warrant;
|
|
|
·
|
the designation and terms of any securities with which the warrants will be offered, if any, and
the number of the warrants that will be offered with each security;
|
|
|
·
|
the date or dates, if any, on or after which the warrants and the related securities will be transferable
separately;
|
|
|
·
|
whether the warrants will be subject to redemption or call and, if so, the terms of such redemption
or call provisions;
|
|
|
·
|
material United States and Canadian tax consequences of owning the warrants; and
|
|
|
·
|
any other material terms or conditions of the warrants.
|
Prior to the exercise of their warrants,
holders of warrants will not have any of the rights of holders of common shares issuable upon exercise of the warrants.
The Company reserves the right to set forth
in a Prospectus Supplement specific terms of the warrants that are not within the options and parameters set forth in this Prospectus.
In addition, to the extent that any particular terms of the warrants described in a Prospectus Supplement differ from any of the
terms described in this Prospectus, the description of such terms set forth in this Prospectus shall be deemed to have been superseded
by the description of such differing terms set forth in such Prospectus Supplement with respect to such warrants.
Description of Subscription Receipts
The Company may issue subscription receipts,
which will entitle holders to receive upon satisfaction of certain release conditions and for no additional consideration, common
shares, warrants or a combination thereof. Subscription receipts will be issued pursuant to one or more subscription receipt agreements
(each, a "Subscription Receipt Agreement"), each to be entered into between the Company and an escrow agent (the
"Escrow Agent"), which will establish the terms and conditions of the subscription receipts. Each Escrow Agent
will be a financial institution organized under the laws of Canada or a province thereof and authorized to carry on business as
a trustee. In the United States, the Company will file as exhibits to the registration statement of which this Prospectus is a
part, or will incorporate by reference from Report of Foreign Private Issuer on Form 6-K that the Company files with the SEC,
any Subscription Receipt Agreement describing the terms and conditions of subscription receipts the Company is offering before
the issuance of such subscription receipts. In Canada, the Company will file on SEDAR a copy of any Subscription Receipt Agreement
after the Company has entered into it.
The following description sets forth certain
general terms and provisions of subscription receipts and is not intended to be complete. The statements made in this Prospectus
relating to any Subscription Receipt Agreement and subscription receipts to be issued thereunder are summaries of certain anticipated
provisions thereof and are subject to, and are qualified in their entirety by reference to, all provisions of the applicable Subscription
Receipt Agreement and the Prospectus Supplement describing such Subscription Receipt Agreement. The Company urges you to read the
applicable Prospectus Supplement related to the particular subscription receipts that the Company sells under this Prospectus,
as well as the complete Subscription Receipt Agreement.
The Prospectus Supplement and the Subscription
Receipt Agreement for any subscription receipts the Company offers will describe the specific terms of the subscription receipts
and may include, but are not limited to, any of the following:
|
|
·
|
the designation and aggregate number of subscription receipts offered;
|
|
|
·
|
the price at which the subscription receipts will be offered;
|
|
|
·
|
the currency or currencies in which the subscription receipts will be offered;
|
|
|
·
|
the designation, number and terms of the common shares, warrants or combination thereof to be received
by holders of subscription receipts upon satisfaction of the release conditions, and the procedures that will result in the adjustment
of those numbers;
|
|
|
·
|
the conditions (the "Release Conditions") that must be met in order for holders
of subscription receipts to receive for no additional consideration common shares, warrants or a combination thereof;
|
|
|
·
|
the procedures for the issuance and delivery of common shares, warrants or a combination thereof
to holders of subscription receipts upon satisfaction of the Release Conditions;
|
|
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whether any payments will be made to holders of subscription receipts upon delivery of the common
shares, warrants or a combination thereof upon satisfaction of the Release Conditions (e.g., an amount equal to dividends declared
on common shares by the Company to holders of record during the period from the date of issuance of the subscription receipts to
the date of issuance of any common shares pursuant to the terms of the Subscription Receipt Agreement);
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the terms and conditions under which the Escrow Agent will hold all or a portion of the gross proceeds
from the sale of subscription receipts, together with interest and income earned thereon (collectively, the "Escrowed Funds"),
pending satisfaction of the Release Conditions;
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the terms and conditions pursuant to which the Escrow Agent will hold common shares, warrants or
a combination thereof pending satisfaction of the Release Conditions;
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the terms and conditions under which the Escrow Agent will release all or a portion of the Escrowed
Funds to the Company upon satisfaction of the Release Conditions;
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if the subscription receipts are sold to or through underwriters or agents, the terms and conditions
under which the Escrow Agent will release a portion of the Escrowed Funds to such underwriters or agents in payment of all or a
portion of their fees or commission in connection with the sale of the subscription receipts;
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procedures for the refund by the Escrow Agent to holders of subscription receipts of all or a portion
of the subscription price for their subscription receipts, plus any pro rata entitlement to interest earned or income generated
on such amount, if the Release Conditions are not satisfied;
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any contractual right of rescission to be granted to initial purchasers of subscription receipts
in the event this Prospectus, the Prospectus Supplement under which subscription receipts are issued or any amendment hereto or
thereto contains a misrepresentation;
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any entitlement of the Company to purchase the subscription receipts in the open market by private
agreement or otherwise;
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whether the Company will issue the subscription receipts as global securities and, if so, the identity
of the depositary for the global securities;
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whether the Company will issue the subscription receipts as bearer securities, registered securities
or both;
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provisions as to modification, amendment or variation of the Subscription Receipt Agreement or
any rights or terms attaching to the subscription receipts;
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the identity of the Escrow Agent;
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whether the subscription receipts will be listed on any exchange;
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material United States and Canadian federal tax consequences of owning the subscription receipts;
and
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any other terms of the subscription receipts.
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The holders of subscription receipts will
not be shareholders of the Company. Holders of subscription receipts are entitled only to receive common shares, warrants or a
combination thereof on exchange of their subscription receipts, plus any cash payments provided for under the Subscription Receipt
Agreement, if the Release Conditions are satisfied. If the Release Conditions are not satisfied, the holders of subscription receipts
shall be entitled to a refund of all or a portion of the subscription price therefor and all or a portion of the pro rata share
of interest earned or income generated thereon, as provided in the Subscription Receipt Agreement.
The Company reserves the right to set forth
in a Prospectus Supplement specific terms of the subscription receipts that are not within the options and parameters set forth
in this Prospectus. In addition, to the extent that any particular terms of the subscription receipts described in a Prospectus
Supplement differ from any of the terms described in this Prospectus, the description of such terms set forth in this Prospectus
shall be deemed to have been superseded by the description of such differing terms set forth in such Prospectus Supplement with
respect to such subscription receipts.
Description of Units
The Company may issue units comprised of
one or more of the other securities described in this Prospectus in any combination. Each unit will be issued so that the holder
of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations
of a holder of each included security. The unit agreement, if any, under which a unit is issued may provide that the securities
comprising the unit may not be held or transferred separately, at any time or at any time before a specified date. If applicable,
the Company will file with the SEC as exhibits to the registration statement of which this Prospectus is a part, or will incorporate
by reference from a Report of Foreign Private Issuer on Form 6-K that the Company files with the SEC, any unit agreement describing
the terms and conditions of such units that Perpetua Resources is offering before the issuance of such units.
The particular terms and provisions of
units offered by any Prospectus Supplement, and the extent to which the general terms and provisions described below may apply
thereto, will be described in the Prospectus Supplement filed in respect of such units.
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the particular terms of each issue of units will be described in the related Prospectus Supplement.
This description will include, where applicable:
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the designation and aggregate number of units offered;
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the price at which the units will be offered;
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if other than Canadian dollars, the currency or currency unit in which the units are denominated;
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the terms of the units and of the securities comprising the units, including whether and under
what circumstances those securities may be held or transferred separately;
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the number of securities that may be purchased upon exercise of each unit and the price at which
and currency or currency unit in which that amount of securities may be purchased upon exercise of each unit;
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any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the
securities comprising the units; and
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any other material terms, conditions and rights (or limitations on such rights) of the units.
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The Company reserves the right to set forth
in a Prospectus Supplement specific terms of the units that are not within the options and parameters set forth in this Prospectus.
In addition, to the extent that any particular terms of the units described in a Prospectus Supplement differ from any of the terms
described in this Prospectus, the description of such terms set forth in this Prospectus shall be deemed to have been superseded
by the description of such differing terms set forth in such Prospectus Supplement with respect to such units.
DENOMINATIONS, REGISTRATION AND TRANSFER
The securities will be issued in fully
registered form without coupons attached in either global or definitive form and in denominations and integral multiples as set
out in the applicable Prospectus Supplement (unless otherwise provided with respect to a particular series of debt securities pursuant
to the provisions of the applicable indenture, as supplemented by a supplemental indenture). Other than in the case of book-entry
only securities, securities may be presented for registration of transfer (with the form of transfer endorsed thereon duly executed)
in the city specified for such purpose at the office of the registrar or transfer agent designated by the Company for such purpose
with respect to any issue of securities referred to in the Prospectus Supplement. No service charge will be made for any transfer,
conversion or exchange of the securities, but we may require payment of a sum to cover any transfer tax or other governmental charge
payable in connection therewith. Such transfer, conversion or exchange will be effected upon such registrar or transfer agent being
satisfied with the documents of title and the identity of the person making the request. If a Prospectus Supplement refers to any
registrar or transfer agent designated by the Company with respect to any issue of securities, we may at any time rescind the designation
of any such registrar or transfer agent and appoint another in its place or approve any change in the location through which such
registrar or transfer agent acts.
In the case of book-entry only securities,
a global certificate or certificates representing the securities will be held by a designated depository for its participants.
The securities must be purchased or transferred through such participants, which includes securities brokers and dealers, banks
and trust companies. The depository will establish and maintain book-entry accounts for its participants acting on behalf of holders
of the securities. The interests of such holders of securities will be represented by entries in the records maintained by the
participants. Holders of securities issued in book-entry only form will not be entitled to receive a certificate or other instrument
evidencing their ownership thereof, except in limited circumstances. Each holder will receive a customer confirmation of purchase
from the participants from which the securities are purchased in accordance with the practices and procedures of that participant.
PLAN OF DISTRIBUTION
Perpetua Resources may sell the securities
to or through underwriters or dealers, and also may sell securities to one or more other purchasers directly or through agents.
Each Prospectus Supplement will set forth the terms of the offering, including the name or names of any underwriters or agents,
the purchase price or prices of the securities and the proceeds to the Company from the sale of the securities. Only those underwriters,
dealers or agents named in a Prospectus Supplement will be the underwriters, dealers or agents in connection with the securities
offered thereby.
The securities may be sold, from time to
time, in one or more transactions at a fixed price or prices which may be changed or at market prices prevailing at the time of
sale, at prices related to such prevailing market prices or at negotiated prices, including sales in transactions deemed to be
"at the market distributions" as defined in Canadian National Instrument 44-102 – Shelf Distributions, including
sales made directly on the TSX, Nasdaq or other existing markets for the securities. Additionally, this Prospectus and any Prospectus
Supplement may also cover the initial resale of the securities purchased pursuant thereto. The prices at which the securities may
be offered may vary as between purchasers and during the period of distribution. If, in connection with the offering of securities
at a fixed price or prices, the underwriters have made a bona fide effort to sell all of the securities at the initial offering
price fixed in the applicable Prospectus Supplement, the public offering price may be decreased and thereafter further changed,
from time to time, to an amount not greater than the initial public offering price fixed in such Prospectus Supplement, in which
case the compensation realized by the underwriters will be decreased by the amount that the aggregate price paid by purchasers
for the securities is less than the gross proceeds paid by the underwriters to the Company.
In connection with any offering of securities,
other than an "at-the-market distribution", the underwriters may over-allot or effect transactions which stabilize or
maintain the market price of the securities offered at a level above that which might otherwise prevail in the open market. Such
transactions, if commenced, may be discontinued at any time.
Unless
otherwise specified in a Prospectus Supplement, there is no market through which the Company's warrants or subscription receipts
may be sold and you may not be able to resell any such securities purchased under this Prospectus or any Prospectus Supplement.
Unless otherwise specified in the applicable Prospectus Supplement, the securities (excluding any common shares) will not be listed
on any securities exchange. This may affect the pricing of such securities on the secondary market, the transparency
and availability of trading prices, the liquidity of the securities, and the extent of issuer regulation. See "Risk Factors".
In connection with the sale of securities,
underwriters, dealers and agents may receive compensation from the Company or from purchasers of the securities from whom they
may act as agents in the form of discounts, concessions or commissions. Any such commissions will be paid out of the Company's
general funds. Underwriters, dealers and agents that participate in the distribution of securities may be deemed to be underwriters
and any discounts or commissions received by them from the Company and any profit on the resale of securities by them may be deemed
to be underwriting discounts and commissions under applicable securities legislation.
Underwriters, dealers and agents who participate
in the distribution of the securities may be entitled under agreements to be entered into with the Company to indemnification by
the Company against certain liabilities, including liabilities under the United States Securities Act of 1933, as amended, and
Canadian securities legislation, or to contribution with respect to payments which such underwriters, dealers or agents may be
required to make in respect thereof. Those underwriters, dealers and agents may be customers of, engage in transactions with, or
perform services for, the Company in the ordinary course of business.
CERTAIN INCOME TAX CONSIDERATIONS
Owning any of the Company's securities
may subject you to tax consequences both in the United States and Canada.
Although the applicable Prospectus Supplement
may describe certain Canadian and United States federal income tax consequences of the acquisition, ownership and disposition of
any securities offered under this Prospectus by an initial investor, the Prospectus Supplement may not describe these tax consequences
fully. You should consult your own tax advisor with respect to your particular circumstances.
AUDITORS, TRANSFER AGENT AND REGISTRAR
The Company’s auditors are Deloitte
LLP located in Vancouver, British Columbia. Deloitte LLP is independent with respect to the Company within the meaning of the Rules of
Professional Conduct of the Chartered Professional Accountants of British Columbia, and within the meaning of the United States
Securities Act of 1933, as amended, and the applicable rules and regulations thereunder adopted by the SEC and the Public
Company Accounting Oversight Board (United States) (PCAOB).
The registrar and transfer agent for the
Company's common shares is Computershare Investor Services Inc. at its principal offices in Vancouver, British Columbia and Toronto,
Ontario.
EXPERTS
Names of Experts
Richard Zimmerman, Art Ibrado, Grenvil
Dunn, Garth Kirkham, Christopher Martin, Peter Kowalewski, Christopher (Chris) Roos and Scott Rosenthal are the named persons responsible
for the preparation of the Stibnite Gold Feasibility Study, and at the date of that report were "qualified persons",
and all were independent, as defined in NI 43-101.
Christopher Dail, C.P.G. is responsible
for certain information of a scientific or technical nature in this Prospectus relating to the Company's Stibnite Gold Project.
Interests of Experts
Based on information provided by the experts
named above, none of the experts above, when or after they prepared the statement, report or valuation, has received any registered
or beneficial interests, direct or indirect, in any securities or other property of the Company or of one of the Company's associates
or affiliates (based on information provided to the Company by the experts) or is or is expected to be elected, appointed or employed
as a director, officer or employee of the Company or of any associate or affiliate of the Company.
Christopher Dail, C.P.G. is the Exploration
Manager of the Company. Mr. Dail has been granted stock options of the Company in the course of his employment but these interests
held by Mr. Dail in the Company has at all times represented less than 1% of the issued and outstanding common shares of the
Company.
enforcement
of judgments against foreign persons OR COMPANIES
The following persons reside outside of
Canada or, in the case of companies, are incorporated, continued or otherwise organized under the laws of a foreign jurisdiction
and each has appointed an agent listed below, if applicable, for service of process in Canada:
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Name of Person
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Name and Address of Agent
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Laurel Sayer
President, CEO & Director
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Miller Thomson LLP, Barristers and Solicitors
Suite 400, 725 Granville Street
Vancouver, BC V7Y 1G5
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Chris Foster
CFO
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Miller Thomson LLP, Barristers and Solicitors
Suite 400, 725 Granville Street
Vancouver, BC V7Y 1G5
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Marcelo Kim
Director
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Miller Thomson LLP, Barristers and Solicitors
Suite 400, 725 Granville Street
Vancouver, BC V7Y 1G5
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Robert Dean
Director
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Miller Thomson LLP, Barristers and Solicitors
Suite 400, 725 Granville Street
Vancouver, BC V7Y 1G5
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David Deisley
Director
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Miller Thomson LLP, Barristers and Solicitors
Suite 400, 725 Granville Street
Vancouver, BC V7Y 1G5
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Jeff Malmen
Director
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Miller Thomson LLP, Barristers and Solicitors
Suite 400, 725 Granville Street
Vancouver, BC V7Y 1G5
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Chris Papagianis
Director
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Miller Thomson LLP, Barristers and Solicitors
Suite 400, 725 Granville Street
Vancouver, BC V7Y 1G5
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Chris Robison
Director
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Miller Thomson LLP, Barristers and Solicitors
Suite 400, 725 Granville Street
Vancouver, BC V7Y 1G5
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Alex Sternhell
Director
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Miller Thomson LLP, Barristers and Solicitors
Suite 400, 725 Granville Street
Vancouver, BC V7Y 1G5
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Richard Zimmerman, R.G.
Registered Professional Geologist, M3 Engineering & Technology Corporation
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N/A
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Art Ibrad, Ph.D., P.E.
Project Manager and Metallurgist, M3 Engineering & Technology Corporation
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N/A
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Grenvil Dunn, C.Eng.
Director, Hydromet WA Pty Ltd.
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N/A
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Christopher (Chris) Roos, P.E.
Consulting Engineer, Value Consulting, Inc.
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N/A
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Scott Rosenthal, P.E.
Consulting Engineer, Value Consulting, Inc.
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N/A
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Peter Kowalewski, P.E.
Principal Engineer, Tierra Group International, Ltd.
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N/A
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Purchasers are advised that it may not be possible for
investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized
under the laws of a foreign jurisdiction, or resides outside of Canada, even if the party has appointed an agent for service of
process.
DOCUMENTS FILED AS PART OF THE REGISTRATION
STATEMENT
The following documents have been or will
be filed with the SEC as part of the registration statement of which this Prospectus forms a part: (i) the documents referred
to under the heading "Documents Incorporated by Reference"; (ii) consents of the Company's auditors and experts,;
(iii) any underwriting agreement, warrant agreement, subscription receipt agreement or similar agreement that is required
to be filed, and (iv) powers of attorney from the Company's directors and officers.
ADDITIONAL INFORMATION
Perpetua Resources has filed with the SEC
a registration statement on Form F-10 relating to the securities. This Prospectus, which constitutes a part of the registration
statement, does not contain all of the information contained in the registration statement, certain items of which are contained
in the exhibits to the registration statement as permitted by the rules and regulations of the SEC. See "Documents Filed
as Part of the Registration Statement". Statements included or incorporated by reference in this Prospectus about the
contents of any contract, agreement or other documents referred to are not necessarily complete, and in each instance you should
refer to the exhibits for a more complete description of the matter involved. Each such statement is qualified in its entirety
by such reference. Each time the Company sells securities under the registration statement, it will provide a Prospectus Supplement
that will contain specific information about the terms of that offering. The Prospectus Supplement may also add to, update or change
information contained in this Prospectus.
Perpetua Resources is subject to the information
requirements of the U.S. Exchange Act and applicable Canadian securities legislation, and in accordance therewith files reports
and other information with the SEC and with the securities regulators in Canada. Under a multijurisdictional disclosure system
adopted by the United States and Canada, documents and other information that we file with the SEC may be prepared in accordance
with the disclosure requirements of Canada, which are different from those of the United States. As a foreign private issuer within
the meaning of rules made under the U.S. Exchange Act, Perpetua Resources is exempt from the rules under the U.S. Exchange
Act prescribing the furnishing and content of proxy statements, and the Company's officers, directors and principal shareholders
are exempt from the reporting and short swing profit recovery provisions contained in Section 16 of the U.S. Exchange Act.
In addition, Perpetua Resources is not required to publish financial statements as promptly as U.S. companies.
You
may read and download some of the documents we have filed with the SEC's Electronic Data Gathering and Retrieval system at www.sec.gov.
You may read and download any public document that we have filed with the Canadian securities regulatory authorities at www.sedar.com.
ENFORCEABILITY OF CIVIL LIABILITIES
The Company is a corporation existing under
the Business Corporations Act (British Columbia). Some of the experts named in this Prospectus, are residents of Canada
or otherwise reside outside the United States, and all or a substantial portion of their assets are located outside the United
States. As a result, it may be difficult for United States investors to effect service of process within the United States upon
the Company or experts who are not residents of the United States or to enforce judgments of courts of the United States predicated
upon the Company's civil liability and the civil liability of its experts under the United States federal securities laws.
The Company filed with the SEC, concurrently
with its registration statement on Form F-10 of which this Prospectus is a part, an appointment of agent for service of process
on Form F-X. Under the Form F-X, the Company has appointed Puglisi & Associates as its agent for service of
process in the United States in connection suit or proceeding brought against or involving the Company in a United States court
arising out of or related to or concerning the offering of the securities under this Prospectus and any Prospectus Supplement.
PURCHASERS' CONTRACTUAL RIGHTS OF WITHDRAWAL
AND RESCISSION
Original purchasers of warrants (if offered
separately) and subscription receipts will have a contractual right of rescission against the Company in respect of the conversion,
exchange or exercise of such warrant and subscription receipt, as the case may be. The contractual right of rescission will entitle
such original purchasers to receive, in addition to the amount paid on original purchase of the warrant or subscription receipt,
as the case may be, the amount paid upon conversion, exchange or exercise upon surrender of the underlying securities gained thereby,
in the event that this Prospectus (as supplemented or amended) contains a misrepresentation, provided that: (i) the conversion,
exchange or exercise takes place within 180 days of the date of the purchase of the convertible, exchangeable or exercisable security
under this Prospectus; and (ii) the right of rescission is exercised within 180 days of the date of purchase of the convertible,
exchangeable or exercisable security under this Prospectus. This contractual right of rescission will be consistent with the statutory
right of rescission described under section 131 of the Securities Act (British Columbia), and is in addition to any other
right or remedy available to original purchasers under section 131 of the Securities Act (British Columbia) or otherwise
at law.
PART II
INFORMATION NOT REQUIRED TO BE DELIVERED
TO
OFFEREES OR PURCHASERS
Indemnification of Directors and Officers.
Perpetua Resources
Corp. (“we”, “us” or “our company”) is subject to the provisions of Part 5, Division 5 of the
Business Corporations Act (British Columbia) (the “Act”).
Under Section 160
of the Act, we may, subject to Section 163 of the Act:
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indemnify an individual who:
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is or was a director or officer of our company;
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is or was a director or officer of another corporation (i) at a time when such corporation
is or was an affiliate of our company; or (ii) at our request, or
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at our request, is or was, or holds or held a position equivalent to that of, a director or officer of a partnership, trust,
joint venture or other unincorporated entity,
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and including, subject to certain limited exceptions,
the heirs and personal or other legal representatives of that individual (collectively, an “eligible party”), against
all eligible penalties to which the eligible party is or may be liable; and
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(2)
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after final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred
by an eligible party in respect of that proceeding, where:
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“eligible
penalty” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, and eligible proceeding.
“eligible
proceeding” means a proceeding in which an eligible party or any of the heirs and personal or other legal representatives
of the eligible party, by reason of the eligible party being or having been a director or officer of, or holding or having held
a position equivalent to that of a director or officer of, our company or an associated corporation (a) is or may be joined as
a party, or (b) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding.
“proceeding”
includes any legal proceeding or investigative action, whether current, threatened , pending or completed.
“expenses”
includes costs, charges and expenses, including legal and other fees, but does not include judgments, penalties, fines or amounts
paid in settlement of a proceeding.
Under Section 161
of the Act, and subject to Section 163 of the Act, we must, after the final disposition of an eligible proceeding, pay the
expenses actually and reasonably incurred by an eligible party in respect of that proceeding if the eligible party (a) has
not been reimbursed for those expenses, and (b) is wholly successful, on the merits or otherwise, in the outcome of the proceeding
or is substantially successful on the merits in the outcome of the proceeding.
Under Section 162
of the Act, and subject to Section 163 of the Act, we may pay, as they are incurred in advance of the final disposition of
an eligible proceeding, the expenses actually and reasonably incurred by an eligible party in respect of the proceeding, provided
that we must not make such payments unless we first receive from the eligible party a written undertaking that, if it is ultimately
determined that the payment of expenses is prohibited under Section 163 of the Act, the eligible party will repay the amounts
advanced.
Under Section 163
of the Act, we must not indemnify an eligible party against eligible penalties to which the eligible party is or may be liable
under Section 160(a) of the Act, or pay the expenses of an eligible party in respect of that proceeding under Sections 160(b),
161 or 162 of the Act, as the case may be, if any of the following circumstances apply:
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if the indemnity or payment is made under an earlier agreement to indemnify or pay expenses and, at the time that the agreement
to indemnify or pay expenses was made, we were prohibited from giving the indemnity or paying the expenses by our memorandum or articles;
·
if the indemnity or payment is made otherwise than under an earlier agreement to indemnify or pay expenses and, at the time
that the indemnity or payment is made, we are prohibited from giving the indemnity or paying the expenses by our memorandum or
articles;
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if, in relation to the subject matter of the eligible proceeding, the eligible party did not act honestly and in good faith
with a view to the best interests of our company or the associated corporation, as the case may be; or
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in the case of an eligible proceeding other than a civil proceeding, if the eligible party did not have reasonable grounds
for believing that the eligible party’s conduct in respect of which the proceeding was brought was lawful.
If an eligible proceeding
is brought against an eligible party by or on behalf of our company or by or on behalf of an associated corporation, we must not
either indemnify the eligible party against eligible penalties to which the eligible party is or may be liable under Section 160(a)
of the Act, or pay the expenses of the eligible party under Sections 160(b), 161 or 162 of the Act, as the case may be,
in respect of the proceeding.
Under Section 164
of the Act, and despite any other provision of Part 5, Division 5 of the Act and whether or not payment of expenses or indemnification
has been sought, authorized or declined under Part 5, Division 5 of the Act, on application of our company or an eligible party,
the Supreme Court of British Columbia may do one or more of the following:
·
order us to indemnify an eligible party against any liability incurred by the eligible party in respect of an eligible proceeding;
·
order us to pay some or all of the expenses incurred by an eligible party in respect of an eligible proceeding;
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order the enforcement of, or payment under, an agreement of indemnification entered into by us;
·
order us to pay some or all of the expenses actually and reasonably incurred by any person in obtaining an order under Section 164
of the Act; or
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make any other order the court considers appropriate.
Section 165 of
the Act provides that we may purchase and maintain insurance for the benefit of an eligible party or the heirs and personal or
other legal representatives of the eligible party against any liability that may be incurred by reason of the eligible party being
or having been a director or officer of, or holding or having held a position equivalent to that of a director or officer of, our
company or an associated corporation.
Under our
articles, and subject to the Act, we must indemnify a director, former director or alternate director and his or her heirs
and legal personal representatives against all eligible penalties to which such person is or may be liable, and we must,
after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in
respect of that proceeding. Each director and alternate director is deemed to have contracted with our company on the terms
of the indemnity contained in our articles.
Under our articles,
and subject to the Act, we may agree to indemnify and may indemnify any person (including an eligible party). We have entered into
indemnity agreements with certain of our directors and officers.
Pursuant to our articles,
the failure of an eligible party to comply with the Act or our articles does not, of itself, invalidate any indemnity to which
he or she is entitled under our articles.
Under our articles,
we may purchase and maintain insurance for the benefit of a person (or his or her heirs or legal personal representatives) who:
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is or was a director, alternate director, officer, employee or agent of our company;
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is or was a director, alternate director, officer, employee or agent of another corporation (i) at
a time when such corporation is or was an affiliate of our company; or (ii) at our request, or
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at our request, is or was, or holds or held a position equivalent to that of, a director, alternate director or officer of
a partnership, trust, joint venture or other unincorporated entity,
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against any liability
incurred by him or her as a director, alternate director, officer, employee or agent or person who holds or held such equivalent
position.
Insofar as indemnification
for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers or persons controlling
our company pursuant to the foregoing provisions, we have been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is therefore unenforceable.
EXHIBITS
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Exhibit
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Description
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4.1
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Annual Information Form of the Registrant for the fiscal year ended December 31, 2020 (incorporated by reference to Exhibit 99.1 to the Annual Report on Form 40-F of the Registrant, filed on March 16, 2021 (File No. 1-39918)).
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4.2
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Audited Consolidated Financial Statements of the Registrant for the years ended December 31, 2020 and 2019, the notes thereto and the independent auditors' report thereon (incorporated by reference to Exhibit 99.2 to the Annual Report on Form 40-F of the Registrant, filed on March 16, 2021 (File No. 1-39918)).
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4.3
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Management’s Discussion and Analysis for the fiscal year ended December 31, 2020 (incorporated by reference to Exhibit 99.3 to the Annual Report on Form 40-F of the Registrant, filed on March 16, 2021 (File No. 1-39918)).
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4.4
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Management Information Circular of the Registrant prepared in connection with the Company's annual general meeting of shareholders to be held on April 16, 2020 (incorporated by reference to Exhibit 99.1 to the Report on Form 6-K of the Registrant, furnished on March 10, 2021 (File No. 1-39918)).
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4.5
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Material Change Report, dated January 19, 2021 (incorporated by reference to Exhibit 99.1 to the Report on Form 6-K of the Registrant, furnished on March 16, 2021 (File No. 1-39918)).
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4.6
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Material Change Report, dated February 19, 2021 (incorporated by reference to 99.1 to the Report on Form 6-K of the Registrant, furnished on February 23, 2021 (File No. 1-39918)).
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5.1
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Consent of Deloitte LLP
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5.2
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Consent of Christopher Dail
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5.3
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Consent of Richard K. Zimmerman
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5.4
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Consent of Art Ibrado
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5.5
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Consent of Grenvil M. Dunn
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5.6
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Consent of Garth D. Kirkham
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5.7
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Consent of Christopher J. Martin
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5.8
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Consent of Peter E. Kowalewski
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5.9
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Consent of Chris J. Roos
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5.10
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Consent of Scott Rosenthal
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6.1
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Powers of Attorney (included on the signature page of this Registration Statement).
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PART III
UNDERTAKING AND CONSENT TO SERVICE OF
PROCESS
Item 1. Undertaking.
Perpetua Resources
Corp. undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Securities and
Exchange Commission (the “Commission”) staff, and to furnish promptly, when requested to do so by the Commission staff,
information relating to the securities registered pursuant to Form F-10 or to transactions in said securities.
Item 2. Consent to Service of Process.
Concurrently with the
filing of this Registration Statement, Perpetua Resources Corp. has filed with the Commission a written Appointment of Agent for
Service of Process and Undertaking on Form F-X.
Any change to the name
or address of the agent for service of Perpetua Resources Corp. shall be communicated promptly to the Commission by an amendment
to Form F-X referencing the file number of this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, Perpetua Resources Corp. certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form F-10 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Boise, Idaho on March 19, 2021.
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PERPETUA RESOURCES CORP.
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By:
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/s/ Laurel Sayer
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Name: Laurel Sayer
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Title: President & Chief Executive Officer
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POWERS OF ATTORNEY
Each person whose signature
appears below constitutes and appoints Laurel Sayer and Chris Foster, and each of them, either of whom may act without the joinder
of the other, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes may lawfully
do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated and on March 19,
2021.
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Signature
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Title
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/s/
Laurel Sayer
Laurel Sayer
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President,
Chief Executive Officer and Director (Principal Executive Officer)
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/s/
Chris Foster
Chris
Foster
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Chief
Financial Officer (Principal Financial Officer and Principal Accounting Officer)
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/s/
Marcelo Kim
Marcelo
Kim
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Director
(Chairman of the Board of Directors)
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Signature
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Title
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/s/ Bob Dean
Bob Dean
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Director
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/s/ David Deisley
David Deisley
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Director
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/s/ Jeff Malmen
Jeff Malmen
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Director
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/s/ Chris Papagianis
Chris Papagianis
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Director
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/s/ Chris Robison
Chris Robison
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Director
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/s/ Alex Sternhell
Alex Sternhell
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Director
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AUTHORIZED REPRESENTATIVE
Pursuant to the requirements of Section
6(a) of the Securities Act of 1933, the undersigned has signed this Registration Statement, solely in its capacity as the duly
authorized representative of Perpetua Resources Corp. in the United States, on March 19, 2021.
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PERPETUA RESOURCES IDAHO, INC.
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By:
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/s/ Laurel Sayer
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Name: Laurel Sayer
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Title: President & Chief Executive Officer
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