BOISE, Idaho, Aug. 13, 2021 /PRNewswire/ - Perpetua
Resources Corp. (Nasdaq: PPTA) (TSX:
PPTA) ("Perpetua Resources" or the "Company") today
announced the pricing of its previously announced underwritten
marketed public offering in the United
States and Canada of
9,523,810 common shares at a price to the public of US$5.25 per share (the "Offering"). All of the
shares to be sold in the Offering are to be sold by Perpetua
Resources.
In addition, Perpetua Resources has granted the underwriters a
30-day over-allotment option to purchase up to an additional
1,428,572 common shares representing up to 15% of the number of
common shares to be sold pursuant to the Offering, to cover the
underwriters' over-allocation position, if any, and for market
stabilization purposes. The gross proceeds to Perpetua Resources
from the Offering, before deducting the underwriting commissions
and other Offering expenses, will be approximately US$50 million.
The Company expects to use the net proceeds of the Offering to
continue permitting, early restoration and field operations,
engineering and design at the Stibnite Gold Project and for general
corporate purposes.
B. Riley Securities, Inc. and Cantor Fitzgerald Canada
Corporation are acting as joint book-running managers for the
Offering.
In connection with the Offering, Perpetua Resources has filed a
preliminary prospectus supplement dated August 12, 2021 (the "Preliminary Prospectus
Supplement") to its base shelf prospectus dated April 1, 2021 (the "Base Shelf Prospectus") to
offer securities in each of the provinces of Canada, except Quebec. The Base Shelf Prospectus was filed
with, and declared effective by, the U.S. Securities and Exchange
Commission ("SEC") as part of a registration statement on Form F-10
under the U.S.-Canada
multijurisdictional disclosure system (MJDS). A U.S. version of the
Preliminary Prospectus Supplement has also been filed with the SEC
(the "U.S. Preliminary Prospectus Supplement"). The Offering is
being made in Canada only by means
of the Base Shelf Prospectus and Preliminary Prospectus Supplement
and in the United States only by
means of the registration statement on Form F-10. Such documents
contain important information about the Offering. Prospective
investors should read the Base Shelf Prospectus and the Preliminary
Prospectus Supplement as well as the Base Shelf Prospectus and U.S.
Preliminary Prospectus Supplement before making an investment
decision.
The Offering is expected to close on or about August 17, 2021. Closing of the Offering will be
subject to a number of customary conditions, including the listing
of the Common Shares issued as part of the Offering on Nasdaq and
the TSX, and the receipt of all necessary approvals, including any
required Nasdaq and TSX approvals. There can be no assurance as to
whether or when the Offering will be completed.
Copies of the Base Shelf Prospectus and the Preliminary
Prospectus Supplement can be found on SEDAR at www.sedar.com, and a
copy of the Registration Statement and the U.S. Preliminary
Prospectus Supplement can be found on EDGAR at www.sec.gov. Copies
of such documents may also be obtained by contacting the Company or
any of the following sources: B. Riley Securities, Inc. at
(703) 312-9580 or by emailing prospectuses@brileyfin.com, Cantor
Fitzgerald Canada Corporation in Canada, by emailing ecmcanada@cantor.com, or
Cantor Fitzgerald & Co. in the U.S., by emailing
prospectus@cantor.com.
No securities regulatory authority has either approved or
disapproved the contents of this press release. This press release
shall not constitute an offer to sell or the solicitation of an
offer to buy nor shall there be any sale of the Common Shares in
any province, state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such province, state
or jurisdiction.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS OR
INFORMATION
Certain statements contained in this news release constitute
forward-looking statements or "forward-looking information" within
the meaning of applicable Canadian and United States securities laws
("forward-looking statements"). Often, but not always,
forward-looking statements can be identified by the use of words
such as "plans", "expects" or "does not expect", "is expected",
"budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", or "believes", or describes
a "goal", or variation of such words and phrases or state that
certain actions, events or results "may", "could", "would", "might"
or "will" be taken, occur or be achieved. Forward-looking
statements in this news release include, but are not limited to,
information and statements regarding: the conduct of the Offering;
obtaining required approvals from the Nasdaq and the TSX; the
granting of the Underwriters' over-allotment option; and the
anticipated use of proceeds from the Offering.
Forward-looking statements are neither historical facts nor
assurances of future performance, instead they reflect the
Company's beliefs and assumptions based on information available at
the time the statements were made. Actual results or events may
differ from those predicted in these forward-looking statements.
The Company does not undertake any obligation to update or revise
any forward-looking statement, whether as a result of new
information, future events or otherwise. All of the Company's
forward-looking statements are qualified by the assumptions that
are stated or inherent in such forward-looking statements,
including the assumptions listed below. Although the Company
believes that these assumptions are reasonable, this list is not
exhaustive of factors that may affect any of the forward-looking
statements. The key assumptions that have been made in connection
with the forward-looking statements include the following: there
being sufficient investor demand for the Offering; economic and
market conditions being conducive to the Offering on the timeline
currently anticipated; the impact of COVID-19 on the business of
the Company; the regulatory regime governing the business of the
Company; the operations of the Company; the growth of the Company's
business; the integration of technology; and the impact of
litigation on the Company.
Forward-looking statements involve known and unknown risks,
future events, conditions, uncertainties and other factors that may
cause actual results, performances or achievements to be materially
different from any future results, predictions, projections,
forecasts, performances or achievements expressed or implied by the
forward-looking statements. Such factors include, among others, the
following: risks related to the Company's business and financial
position; fluctuations in the market price of the Common Shares;
that the Company may not be able to accurately predict its rate of
growth and profitability; risks related to the COVID-19 pandemic
and its impact on the Company, economic conditions, and global
markets; the failure of the Company and/or the Underwriters to
satisfy closing conditions to the Offering; the failure of the
Company to satisfy certain Nasdaq and/or TSX listing requirements;
the failure of the Company to use any of the proceeds received from
the Offering in a manner consistent with current expectations; and
other unforeseen events, developments, or factors causing any of
the aforesaid expectations, assumptions, and other factors
ultimately being inaccurate or irrelevant and those factors
discussed in greater detail under the "Risk Factors" section of the
Preliminary Prospectus Supplement and our Annual Information Form
dated March 15, 2021 for the year
ended December 31, 2020, each
available under the Company's profile on SEDAR at www.sedar.com and
on EDGAR at www.sec.gov, and should be considered carefully by
prospective investors.
If any of these risks or uncertainties materialize, or if the
opinions, estimates or assumptions underlying the forward-looking
information prove incorrect, actual results or future events might
vary materially from those anticipated in the forward-looking
information. Although the Company has attempted to identify
important factors that could cause actual actions, events or
results to differ materially from those described in
forward-looking statements, 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 statements
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 statements.
The Company disclaims any intention or obligation to update
or revise any forward-looking statements whether as a result of new
information, future events, or otherwise, except in accordance with
applicable securities laws.
About Perpetua Resources and the Stibnite Gold
Project
Perpetua Resources Corp., through its wholly owned
subsidiaries, is focused on the exploration, site restoration and
redevelopment of gold-antimony-silver deposits in the
Stibnite-Yellow Pine district of central Idaho that are encompassed by the Stibnite
Gold Project. The Project is one of the highest-grade, open
pit gold deposits in the United
States and is designed to apply a modern, responsible mining
approach to restore an abandoned mine site and produce both gold
and the only mined source of antimony in the United States. Further advancing Perpetua
Resources' ESG and sustainable mining goals, the Project will be
powered by the lowest carbon emissions grid in the nation and a
portion of the antimony produced from the Project will be supplied
to Ambri, a U.S.-based company commercializing a low-cost liquid
metal battery essential for the low-carbon energy transition.
In addition to the Company's commitments to transparency,
accountability, environmental stewardship, safety and community
engagement, Perpetua Resources adopted formal ESG commitments which
can be found here.
Website: www.perpetuaresources.com
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SOURCE Perpetua Resources Corp.