Perpetua Resources Corp. announced the launch of a marketed public offering of Perpetua Resources common shares (the “Common Shares”) in the United States and Canada (the “Offering”).
The Common Shares will be offered by the Company in an underwritten public offering with B. Riley Securities, Inc. and Cantor Fitzgerald Canada Corporation (collectively, the “Underwriters”) acting as joint book-running managers. The Offering is subject to market and other conditions and the total price and size will be determined upon the signing of the underwriting agreement (the “Underwriting Agreement”).
Perpetua Resources will grant the Underwriters an over-allotment option, exercisable for a period of 30 days from the date of the Underwriting Agreement, to purchase up to an additional 15% of the total number of Common Shares to be sold pursuant to the Offering.
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.
In connection with the Offering, Perpetua Resources will file a preliminary prospectus supplement (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 will also be filed with the SEC (the “U.S. Preliminary Prospectus Supplement”). The Offering will be 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 Base Shelf Prospectus and the U.S. Preliminary Prospectus Supplement. 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.
Closing of the Offering will be subject to a number of customary conditions, including the signing of the Underwriting Agreement, 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, when filed, and the Preliminary Prospectus Supplement can be found on SEDAR at www.sedar.com, and a copy of the Registration Statement and, when filed, 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 email@example.com, Cantor Fitzgerald Canada Corporation in Canada, by emailing firstname.lastname@example.org, or Cantor Fitzgerald & Co. in the U.S., by emailing email@example.com.