Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The Company’s management, with the participation of the Company’s Chief Executive Officer and Principal Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of December 31, 2021 (the “Evaluation Date”). Based on that evaluation, the Company’s Chief Executive Officer and Principal Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2021.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the Company.
Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with United States generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of the Evaluation Date, based on the framework set forth in Internal Control-Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its evaluation under this framework, management concluded that our internal control over financial reporting was effective as of the Evaluation Date.
This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.
Attestation Report of the Registered Public Accounting Firm.
This Annual Report does not include an attestation report of our independent registered public accounting firm due to a transition period established by the rules of the SEC for emerging growth companies.
Changes in Internal Control Over Financial Reporting.
As of the Evaluation Date, there were no changes in our internal control over financial reporting that occurred during the year ended December 31, 2021 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this Item is incorporated herein by reference to the information that will be contained in our proxy statement related to the 2022 Annual Meeting of Shareholders, which we intend to file with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K.
Item 11. Executive Compensation.
The information required by this Item is incorporated herein by reference to the information that will be contained in our proxy statement related to the 2022 Annual Meeting of Shareholders, which we intend to file with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item is incorporated herein by reference to the information that will be contained in our proxy statement related to the 2022 Annual Meeting of Shareholders, which we intend to file with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item is incorporated herein by reference to the information that will be contained in our proxy statement related to the 2022 Annual Meeting of Shareholders, which we intend to file with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K.
Item 14. Principal Accountant Fees and Services.
The information required by this Item is incorporated herein by reference to the information that will be contained in our proxy statement related to the 2022 Annual Meeting of Shareholders, which we intend to file with the SEC within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K.
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PART IV
Item 15. Exhibit and Financial Statement Schedules.
(a) The following documents are filed as part of the report:
(1) Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 238)
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 1208)
Consolidated Balance Sheets as of December 31, 2021 and 2020
Consolidated Statements of Operations for the Years Ended December 31, 2021 and 2020
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2021 and 2020
Consolidated Statements of Cash Flows for the Years Ended December 31, 2021 and 2020
Notes to the Consolidated Financial Statements
(2) Financial Statement Schedules
All schedules have been omitted as they are either not required or not applicable or the required information is included in the Consolidated Financial Statements or notes thereto.
(3) See Item 15(b)
(b) Exhibits:
Exhibit No.
Exhibit or Financial Statement Schedule
3.1
Certificate of Incorporation of Perpetua Resources Corp. (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-8 (File No. 333-255147) filed with the SEC on April 9, 2021).
3.2
Notice of Articles and Articles filed under the Business Corporations Act (British Columbia) (incorporated by reference to Exhibit 4.2 of the Company’s Registration Statement on Form S-8 (File No. 333-255147) filed with the SEC on April 9, 2021).
3.3
Certificate of Change of Name (incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form S-8 (File No. 333-255147) filed with the SEC on April 9, 2021).
4.1
Description of Common Shares.
10.1
Amended and Restated Investor Rights Agreement between Midas Gold Corp., Idaho Gold Resources Company, LLC and Paulson & Co. Inc., dated March 17, 2020 (incorporated by reference to Exhibit 99.50 of the Company’s Registration Statement on Form 40-F (File No. 000-56206) filed with the SEC on September 23, 2020).
10.2
Investor Rights Agreement between Midas Gold Corp. and Barrick Gold Corporation, dated May 16, 2018.
10.3
First Amending Agreement to the Investor Rights Agreement between Midas Gold Corp. and Barrick Gold Corporation, dated March 24, 2019 (incorporated by reference to Exhibit 99.15 of the Company’s Registration Statement on Form 40-F (File No. 000-56206) filed with the SEC on September 23, 2020).
10.4
Second Amending Agreement to Investor Rights Agreement between Midas Gold Corp. and Barrick Gold Corporation, dated May 15, 2019.
10.5
Third Amending Agreement to Investor Rights Agreement between Midas Gold Corp. and Barrick Gold Corporation, dated May 24, 2019.
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10.6
Fourth Amending Agreement to the Investor Rights Agreement between Midas Gold Corp. and Barrick Gold Corporation, dated August 20, 2021 (incorporated by reference to Exhibit 99.1 of the Company’s Report on Form 6-K filed with the SEC on August 23, 2021).
10.7*+
Employment Agreement between Laurel Sayer and Perpetua Resources Corp.
10.8*+
Employment Agreement between Jessica Largent and Perpetua Resources Corp.
10.9*+
Employment Agreement between Alan Haslam and Perpetua Resources Corp.
10.10*+
Employment Agreement between Darren Morgans and Perpetua Resources Corp.
10.11*+
Employment Agreement between Mckinsey Lyon and Perpetua Resources Corp.
10.12*+
Employment Agreement between Michael Bogert and Perpetua Resources Corp.
10.13*+
Employment Agreement between John Meyer and Perpetua Resources Corp.
10.14*+
Consulting Agreement between Darren Morgans and Perpetua Resources Corp.
10.15*+
Consulting Agreement between John Meyer and Perpetua Resources Corp.
10.16+
Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 4.4 of the Company’s Registration Statement on Form S-8 (File No. 333-256925) filed with the SEC on June 9, 2021).
10.17+
2011 Evergreen Incentive Stock Option Plan (incorporated by reference to Exhibit 4.4 of the Company’s Registration Statement on Form S-8 (File No. 333-255147) filed with the SEC on April 9, 2021).
10.18*+
Form Time-Based Stock Option Award Agreement under the Stock Option Plan (US).
10.19*+
Form Time-Based Stock Option Award Agreement under the Stock Option Plan (Canada).
10.20*+
Form Performance-Based Stock Option Award Agreement under the Stock Option Plan.
10.21*+
Form Restricted Share Unit Award Agreement under the Omnibus Plan.
10.22*+
Form Performance Share Unit Award Agreement under the Omnibus Plan.
10.23*+
Form Deferred Share Unit Agreement under the Omnibus Plan.
10.24+
Form Former Director Consulting Agreement.
10.25+
Short-Term Incentive Plan.
10.26*
Transition Agreement between Midas Gold Corp. and Paulson & Co. Inc., dated December 3, 2020.
10.27*+
Amendment to Employment Agreement between Darren Morgans and Perpetua Resources Corp.
21.1
Subsidiaries of the Company.
23.1
Consent of PricewaterhouseCoopers LLP.
23.2
Consent of Deloitte LLP.
23.3
Consent of M3 Engineering & Technology Corporation.
23.4
Consent of Blue Coast Metallurgy, Ltd.
23.5
Consent of Value Consulting, Inc.
23.6
Consent of Tierra Group International, Ltd.
23.7
Consent of Grenvil Marquis Dunn, C.Eng.
23.8
Consent of Garth D. Kirkham, P.Geo.
23.9
Consent of Christopher Dail.
31.1
Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002 (Rule 13a-14 and 15d-14 of the Exchange Act).
31.2
Certification of Principal Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002 (Rule 13a-14 and 15d-14 of the Exchange Act).
32.1
Certification of Chief Executive Officer pursuant to Section 1350 of Title 18 of the United States Code .
32.2
Certification of Principal Financial Officer pursuant to Section 1350 of Title 18 of the United States Code.
96.1
Technical Report Summary (incorporated by reference to Exhibit 96.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 3, 2022).
101.INS
XBRL Instance Document
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
+
Compensatory plan or agreement.
* Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv).
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Item 16. Form 10-K Summary.
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
PERPETUA RESOURCES CORP.
Date: March 18, 2022
By:
/s/ Laurel Sayer
Name: Laurel Sayer
Title: President, Chief Executive Officer and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
Signature
Title
Date
President, Chief Executive Officer and Director
March 18, 2022
/s/ Laurel Sayer
(Principal Executive Officer)
Laurel Sayer
Chief Financial Officer
/s/ Chris Foster
(Principal Accounting Officer)
March 18, 2022
Chris Foster
Vice President, Investor Relations and Finance
/s/ Jessica Largent
(Principal Financial Officer)
March 18, 2022
Jessica Largent
/s/ Marcelo Kim
Chairman
March 18, 2022
Marcelo Kim
/s/ Bob Dean
Director
March 18, 2022
Bob Dean
/s/ David Deisley
Director
March 18, 2022
David Deisley
/s/ Jeff Malmen
Director
March 18, 2022
Jeff Malmen
/s/ Chris Papagianis
Director
March 18, 2022
Chris Papagianis
/s/ Chris Robison
Director
March 18, 2022
Chris Robison
/s/ Alex Sternhell
Director
March 18, 2022
Alex Sternhell
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