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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (date of earliest event reported):
August 8, 2023
Perpetua Resources Corp.
(Exact name of registrant as specified in its charter)
| British Columbia |
001-39918 |
98-1040943 |
(State or other jurisdiction of
incorporation) |
(Commission File Number) |
(I.R.S. Employer
Identification No.) |
|
405 S. 8th Street, Ste. 201
Boise, Idaho |
|
83702 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: (208) 901-3060
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which
registered |
| Common Shares, without par value |
PPTA |
Nasdaq Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company x
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
The Board of Directors (the “Board”)
of Perpetua Resources Corp. (the “Company) today announced that it has appointed Michael Wright to serve as Vice President, Projects
of the Company, effective August 14, 2023.
Mr.
Wright, age 44, has over 20 years of experience working with multi-national, multi-discipline diverse workforces across Europe, Africa,
Central Asia, South America, North America, the Middle East and Russia. Prior to joining the Company, Mr. Wright served as a Project Director
of Teck Resources Limited, a Canadian mining company, from April 2023 until August 2023. From 2020 until 2022, Mr. Wright worked for Ma'aden
Gold and Base Metals Company, a state-owned mining company, and served as Project Manager and Project Director for the largest gold mine
in Saudi Arabia. He served as a Program and Study Manager for Newmont Corporation (“Newmont”), a Colorado-based gold mining
company, from 2017 until 2020, where Mr. Wright successfully commissioned the carbon pre-flotation circuit and pyrite leach circuit
while working on a processing plant expansion project at Newmont’s Peñasquito mine in Mexico. Mr. Wright holds a Bachelor
of Science in Political Science and History from the University of Idaho and a Master of Science in Construction Management from the University
of Washington.
In connection with his appointment, Mr. Wright
entered into an employment agreement with Perpetua Resources Idaho, Inc., the Company’s wholly owned subsidiary (“PRI”),
effective as of August 14, 2023 (the “Employment Agreement”). The Employment Agreement provides for at-will employment where
either Mr. Wright or PRI may terminate Mr. Wright’s employment at any time for any reason, subject to certain severance obligations
described below. Pursuant to the Employment Agreement, Mr. Wright will receive an annualized base salary of $300,000 and is eligible to
receive a target annual performance bonus under the Company’s annual incentive plan equal to 35% of his annualized base salary,
pro-rated for 2023 based on the number of calendar days Mr. Wright is employed by PRI in 2023. The Employment Agreement further provides
that Mr. Wright is eligible to participate in the Company’s standard employee benefit plans and programs.
Pursuant to the Employment Agreement, if Mr. Wright’s
employment is terminated without “Cause” or by Mr. Wright for “Good Reason” (each as defined in the Employment
Agreement), Mr. Wright will be eligible to receive a lump sum cash payment equal to the sum of (x) 12 months of his then-current annualized
base salary and (y) either the amount of the annual performance bonus paid to Mr. Wright under the Company’s annual incentive plan
for the year prior to the year in which the termination of employment occurs (if terminated without Cause) or Mr. Wright’s target
annual performance bonus under the Company’s annual incentive plan for the year of termination (if Mr. Wright resigns for Good Reason).
If Mr. Wright’s employment is terminated due to his “Disability” (as defined in the Employment Agreement), Mr. Wright
will be eligible to receive a lump sum cash payment equal to the amount of the annual performance bonus paid to Mr. Wright under the Company’s
annual incentive plan for the year prior to the year in which the termination of employment occurs. In the event that Mr. Wright’s
qualifying termination of employment occurs during the first year of employment, any payments will be determined at 50% of the amount
indicated in the description above. The Employment Agreement also contains certain restrictive covenants applicable to Mr. Wright, which
apply during the term of employment and generally for a period of 12 months post-termination.
The foregoing description of the Employment Agreement
does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Employment Agreement, a copy
of which will be filed as an exhibit in the Company’s next quarterly report on Form 10-Q.
Further, pursuant to Mr. Wright’s Employment
Agreement, the Company intends to grant Mr. Wright a one-time award of 20,000 performance share units (“PSUs”) under the Company’s
Omnibus Equity Incentive Plan (as amended from time to time, the “Plan”), which is subject to certain performance conditions,
and to the extent earned, entitles Mr. Wright to receive one common share of the Company (or cash equal to the value thereof) for each
vested PSU. 50% percent of such PSUs will vest on August 31, 2025, and 50% of such PSUs will vest on August 31, 2027, subject to Mr. Wright’s
attainment of certain performance conditions and continued employment through each such date. If Mr. Wright’s employment is terminated
by the Company without Cause (as defined in the applicable award agreement) or if Mr. Wright undergoes a Retirement (as defined in the
Plan), in each case, prior to August 31, 2027, then a prorated portion of any unvested PSUs will immediately vest, based on target performance.
If Mr. Wright’s employment is terminated by reason of his death or Disability (as defined in the Plan), in each case, prior to August
31, 2027, then all unvested PSUs will immediately vest, based on target performance. The foregoing summary of the PSUs does not purport
to be complete and is subject to, and qualified in its entirety by, the full text of the form of PSU award agreement filed as Exhibit
10.22 to the Company’s Annual Report on Form 10-K for the 2021 fiscal year and the Plan filed as Exhibit 4.4 to the Company’s
Registration Statement on Form S-8, filed with the SEC on June 9, 2021.
The selection of Mr. Wright to serve as the Company’s
Vice President, Projects was not pursuant to any arrangement or understanding with any other person and there are no family relationships
between Mr. Wright and any director or executive officer of the Company. The Company is not aware of any transaction in which Mr. Wright
has an interest requiring disclosure under Item 404(a) of Regulation S-K.
On August 14, 2023, the Company entered into an
indemnification agreement (the “Indemnification Agreement”) with Mr. Wright, pursuant to which the Company agreed to indemnify
him against certain liabilities that may arise by reason of his status as an officer of the Company and to advance him expenses incurred
as a result of any proceedings against him as to which he could be indemnified. The Indemnification Agreement is substantially similar
to the Company’s indemnification agreements with its other executive officers and directors. The foregoing summary of the Indemnification
Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Indemnification Agreement,
a copy of which will be filed as an exhibit in the Company’s next quarterly report on Form 10-Q.
| Item 7.01 |
Regulation FD Disclosure. |
On August 14, 2023, the Company issued a press
release announcing the appointment of Mr. Wright to serve as Perpetua’s Vice President, Projects, effective August 14, 2023. A copy
of the press releases is furnished as Exhibit 99.1 to this Current Report and incorporated herein by reference.
The information contained in this Item 7.01 and
in the accompanying Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall
it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly
incorporated by reference in such filing.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
PERPETUA RESOURCES CORP. |
| |
|
| Dated: August 14, 2023 |
By: |
/s/ Jessica Largent |
| |
|
Jessica Largent |
| |
|
Chief Financial Officer |
Exhibit 99.1
405
S 8th Street #201, Boise, ID 83702
NEWS RELEASE
August 14, 2023
Perpetua Resources
Appoints Vice President of Projects
Michael
Wright further strengthens management team as Stibnite Gold Project advances towards a construction decision
BOISE, ID – Perpetua
Resources Corp. (Nasdaq: PPTA / TSX: PPTA) (“Perpetua Resources” or “Perpetua” or the “Company”)
announced today that Michael Wright has been appointed Vice President, Projects for Perpetua Resources and will lead the Stibnite Gold
Project (the “Project”) joining Perpetua’s executive team effective immediately. Mr. Wright will lead the construction
readiness activities currently underway for the Project as the Company continues to advance permitting. The Stibnite Gold Project is one
of the highest-grade open pit gold projects in the U.S., is designed to apply a responsible mining approach to restore an abandoned mine
site and is positioned to be the only domestic mined source of the critical mineral antimony.
“We are pleased
to welcome Michael Wright to Perpetua Resources as we advance toward a construction decision for the Stibnite Gold Project,” said
Laurel Sayer, Chief Executive Officer of Perpetua Resources. “As a key member of our executive team, Michael will report to me and
oversee all Engineering, Procurement and Construction Management activities from selection, engineering, pre-construction planning to
construction and commissioning. Michael brings a strong technical background and significant project experience which complement our diverse
leadership team and we are thrilled to welcome another Idahoan to our team.”
Michael Wright is an
accomplished mining project development professional with 20 years of experience and has a proven track record of developing complex,
multi-billion-dollar projects around the world. He holds a Bachelor of Science degree from the University of Idaho and a Master of Science
in Construction Management from the University of Washington. Mr. Wright has worked on owners’ teams and on Engineering, Procurement
and Construction Management teams in the Americas, Europe, Africa and Asia. He has held project and construction leadership roles with
Bechtel Corporation, Ausenco Limited, Fluor Corporation and Newmont Corporation and, most recently, Teck Resources Ltd.
“As an Idahoan
myself, I am excited to join the Perpetua Resources team and help bring the Stibnite Gold Project back into operation and restore the
site after a decade of study and regulatory review,” said Michael Wright. “I have always emphasized driving productivity while
maintaining the highest safety and environmental standards, and I look forward to leading the development of this world class gold-antimony
deposit and supporting responsible economic growth for Idaho.”
Perpetua anticipates
a Final Environmental Impact Statement (“FEIS”) and Draft Record of Decision (“DROD”) for the Stibnite Gold Project
by the end of 2023 and a Final Record of Decision (“ROD”) in early 2024 based on the latest schedule from the U.S. Forest
Service (“USFS”). The Company received a Critical Minerals Award from the Department of Defense, under the Defense Production
Act Title III program, to advance permitting and begin construction readiness for the Project. Preconstruction activities are underway
now to be construction ready as early as the summer of 2024.
Responsible Mining. Critical Resources. Clean Future.
1
For further information about Perpetua Resources
Corp., please contact:
Chris Fogg
Investor Relations Manager
chris.fogg@perpetuacorp.us
Info@perpetuacorp.us
Mckinsey Lyon
Vice President External Affairs
media@perpetua.us
Website: www.perpetuaresources.com
About Perpetua Resources and the Stibnite Gold Project
Perpetua Resources Corp., through its wholly
owned subsidiaries, is focused on the exploration, site restoration and redevelopment of gold-antimony-silver deposits in the Stibnite-Yellow
Pine district of central Idaho that are encompassed by the Stibnite Gold Project. The Project is one of the highest-grade, open
pit gold deposits in the United States and is designed to apply a modern, responsible mining approach to restore an abandoned mine site
and produce both gold and the only mined source of antimony in the United States. Further advancing Perpetua Resources’ environmental,
social and governance (“ESG”) and sustainable mining goals, the Project will be powered by the lowest carbon emissions grid
in the nation and a portion of the antimony produced from the Project will be supplied to Ambri, a US-based company commercializing a
low-cost liquid metal battery essential for the low-carbon energy transition. Perpetua Resources has been awarded a Technology Investment
Agreement of $24.8 million in Defense Production Act Title III funding to advance construction readiness and permitting of the Project.
Antimony trisulfide from Stibnite is the only known domestic source of antimony that can meet U.S. defense needs for many small arms,
munitions, and missile types. In addition to the company’s commitments to transparency, accountability, environmental stewardship,
safety and community engagement, Perpetua Resources adopted formal ESG commitments which can be found here.
Responsible Mining. Critical Resources. Clean Future.
2
Forward-Looking Information and Cautionary Note
Statements contained in this news release that
are not historical facts are "forward-looking information" or "forward-looking statements" (collectively, "Forward-Looking
Information") within the meaning of applicable Canadian securities legislation and the United States Private Securities Litigation
Reform Act of 1995. Forward-Looking Information includes, but is not limited to, disclosure regarding possible events, next steps and
courses of action including environmental clean up actions by us and our contractors; our ability to comply with and obtain permits related
to the Stibnite Gold Project; actions to be taken by the Department of Defense, USFS, the State of Idaho and other government agencies
and regulatory bodies; our ability to successfully implement and fund the Project and the occurrence of the expected benefits from the
Project; the timing of updates from the USFS related to the Stibnite Gold Project, including with respect to the FEIS, DROD and ROD; predictions
regarding improvements to environmental conditions at the site; our ability to achieve our environmental, social and governance (“ESG”)
goals; our and Ambri Inc.'s ability to perform under the supply agreement, which agreement is subject to certain conditions, including
identification of one or more refiners to transform our antimony concentrate into antimony metal, and mutual agreement on certain material
terms, including volume and pricing. In certain cases, Forward-Looking Information can be identified by the use of words and phrases or
variations of such words and phrases or statements such as "anticipate", "expect" "plan", "likely",
"believe", "intend", "forecast", "project", "estimate", "potential", "could",
"may", "will", "would" or "should". In preparing the Forward-Looking Information in this news
release, Perpetua Resources has applied several material assumptions, including, but not limited to, assumptions that the full amount
of the DPA award will be funded on the expected timeline; assumptions that the current exploration, development, environmental and other
objectives concerning the Stibnite Gold Project can be achieved and that its other corporate activities will proceed as expected; that
general business and economic conditions will not change in a materially adverse manner and that permitting and operations costs will
not materially increase; the review process under the National Environmental Policy Act (including any joint review process involving
the USFS, the State of Idaho and other agencies and regulatory bodies) as well as the FEIS will proceed in a timely manner and as expected;
that we will be able to obtain sufficient funding to finance permitting, pre-construction and construction of the Project and that all
requisite information will be available in a timely manner. Forward-Looking Information involves known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or achievements of Perpetua Resources to be materially different from
any future results, performance or achievements expressed or implied by the Forward-Looking Information. Such risks and other factors
include, among other things, changes in laws and regulations and changes in the application of standards pursuant to existing laws and
regulations; which may result in unforeseen results in the permitting process; uncertainty surrounding input to be received from regulators
and community stakeholders; risks related to dependence on key personnel; risks related to unforeseen delays in the review process including
availability of personnel from the USFS, State of Idaho and other stated, federal and local agencies and regulatory bodies (including,
but not limited to, future US government shutdowns); risks related to opposition to the Project; risks related to increased or unexpected
costs in operations or the permitting process; risks that necessary financing will be unavailable when needed on acceptable terms, or
at all; risks related to the outcome of litigation and potential for delay of the Project, as well as those factors discussed in Perpetua
Resources’ public filings with the U.S. Securities and Exchange Commission (the “SEC”) and its Canadian disclosure record.
Although Perpetua Resources has attempted to identify important factors that could affect Perpetua Resources and may cause actual actions,
events or results to differ materially from those described in Forward-Looking Information, there may be other factors that cause actions,
events or results not to be as anticipated, estimated or intended. There can be no assurance that Forward-Looking Information will prove
to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers
should not place undue reliance on Forward-Looking Information. For further information on these and other risks and uncertainties that
may affect the Company’s business and liquidity, see the “Risk Factors” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” sections of the Company’s filings with the SEC, including Perpetua’s
Annual Report on Form 10-K filed with the SEC on March 16, 2023 and Quarterly Reports on Form 10-Q filed with the SEC, which are available
at www.sec.gov and with the Canadian securities regulators, which are available at www.sedar.com. Except as required by law, Perpetua
Resources does not assume any obligation to release publicly any revisions to Forward-Looking Information contained in this news release
to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
Responsible Mining. Critical Resources. Clean Future.
3
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