What changed in this filing

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Item 9A. Controls and Procedures

2023-03-16 compared with 2022-03-18 · 30 added, 46 removed, 109 unchanged (41% of the section changed)

7 unchanged sentences

(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;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”), 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.

6 unchanged sentences

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.

As of the Evaluation Date, there were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2022 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

15 unchanged sentences

Report of Independent Registered Public Accounting Firm (PCAOB ID No.

Consolidated Balance Sheets as of December 31, 2022 and 2021

15 unchanged sentences

333-255147) filed with the SEC on April 9, 2021).

Description of Common Shares.

Amendment to Articles, dated May 25, 2022 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed with the SEC on May 27, 2022).

Description of Common Shares (incorporated by reference to Exhibit 4.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022, filed with the SEC on August 12, 2022).

Amended and Restated Investor Rights Agreement between Midas Gold Corp., Idaho Gold Resources Company, LLC and Paulson & Co.

1 unchanged sentence

000-56206) filed with the SEC on September 23, 2020).

Investor Rights Agreement between Midas Gold Corp.

and Barrick Gold Corporation, dated May 16, 2018.

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).

Second Amending Agreement to Investor Rights Agreement between Midas Gold Corp.

and Barrick Gold Corporation, dated May 15, 2019.

Third Amending Agreement to Investor Rights Agreement between Midas Gold Corp.

and Barrick Gold Corporation, dated May 24, 2019.

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).

Technology Investment Agreement between the United States of America and Perpetua Resources Idaho, Inc., dated December 16, 2022.

Employment Agreement between Laurel Sayer and Perpetua Resources Corp.

(incorporated by reference to Exhibit 10.7 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed with the SEC on March 18, 2022).

Employment Agreement between Jessica Largent and Perpetua Resources Corp.

(incorporated by reference to Exhibit 10.8 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed with the SEC on March 18, 2022).

Amendment to Employment Agreement between Jessica Largent and Perpetua Resources Idaho, Inc.

(incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022).

Employment Agreement between Alan Haslam and Perpetua Resources Corp.

Employment Agreement between Darren Morgans and Perpetua Resources Corp.

(incorporated by reference to Exhibit 10.9 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed with the SEC on March 18, 2022).

Employment Agreement between Mckinsey Lyon and Perpetua Resources Corp.

(incorporated by reference to Exhibit 10.11 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed with the SEC on March 18, 2022).

Employment Agreement between Michael Bogert and Perpetua Resources Corp.

Employment Agreement between John Meyer and Perpetua Resources Corp.

Consulting Agreement between Darren Morgans and Perpetua Resources Corp.

Consulting Agreement between John Meyer and Perpetua Resources Corp.

(incorporated by reference to Exhibit 10.12 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed with the SEC on March 18, 2022).

Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 4.4 of the Company’s Registration Statement on Form S-8 (File No.

2 unchanged sentences

333-255147) filed with the SEC on April 9, 2021).

Form Time-Based Stock Option Award Agreement under the Stock Option Plan (US).

Form Time-Based Stock Option Award Agreement under the Stock Option Plan (Canada).

Form Performance-Based Stock Option Award Agreement under the Stock Option Plan.

Form Restricted Share Unit Award Agreement under the Omnibus Plan.

Form Performance Share Unit Award Agreement under the Omnibus Plan.

Form Deferred Share Unit Agreement under the Omnibus Plan.

Form Former Director Consulting Agreement.

Short-Term Incentive Plan.

Form Time-Based Stock Option Award Agreement under the Stock Option Plan (US) (incorporated by reference to Exhibit 10.18 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed with the SEC on March 18, 2022).

Form Time-Based Stock Option Award Agreement under the Stock Option Plan (Canada) (incorporated by reference to Exhibit 10.19 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed with the SEC on March 18, 2022).

Form Performance-Based Stock Option Award Agreement under the Stock Option Plan (incorporated by reference to Exhibit 10.20 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed with the SEC on March 18, 2022).

Form Restricted Share Unit Award Agreement under the Omnibus Plan (incorporated by reference to Exhibit 10.21 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed with the SEC on March 18, 2022).

Form Performance Share Unit Award Agreement under the Omnibus Plan (incorporated by reference to Exhibit 10.22 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed with the SEC on March 18, 2022).

Form Deferred Share Unit Agreement under the Omnibus Plan (incorporated by reference to Exhibit 10.23 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed with the SEC on March 18, 2022).

Form Former Director Consulting Agreement (incorporated by reference to Exhibit 10.24 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed with the SEC on March 18, 2022).

Short-Term Incentive Plan (incorporated by reference to Exhibit 10.25 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed with the SEC on March 18, 2022).

Transition Agreement between Midas Gold Corp.

and Paulson & Co.

Inc., dated December 3, 2020.

Amendment to Employment Agreement between Darren Morgans and Perpetua Resources Corp.

Subsidiaries of the Company.

Inc., dated December 3, 2020 (incorporated by reference to Exhibit 10.26 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed with the SEC on March 18, 2022).

Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2021, filed with the SEC on March 18, 2022).

Consent of PricewaterhouseCoopers LLP.

Consent of Deloitte LLP.

Consent of M3 Engineering & Technology Corporation.

Consent of Blue Coast Metallurgy, Ltd.

Consent of Value Consulting, Inc.

Consent of Tierra Group International, Ltd.

Consent of Grenvil Marquis Dunn, C.Eng.

Consent of Garth D.

Kirkham, P.Geo.

Consent of Christopher Dail.

3 unchanged sentences

Certification of Principal Financial Officer pursuant to Section 1350 of Title 18 of the United States Code.

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).

Technical Report Summary, Revision 1, amended as of June 6, 2022 (incorporated by reference to Exhibit 96.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 8, 2022).

XBRL Instance Document

7 unchanged sentences

Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10)(iv).

Schedules have been omitted pursuant to Regulation S-K Item 601(b)(2).

The Company agrees to furnish to the SEC a copy of any omitted schedule upon request.

Form 10-K Summary.

5 unchanged sentences

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.

/s/ Laurel Sayer

President, Chief Executive Officer and Director

March 16, 2023

/s/ Laurel Sayer

(Principal Executive Officer)

Chief Financial Officer

/s/ Chris Foster

(Principal Accounting Officer)

March 18, 2022

Vice President, Investor Relations and Finance

/s/ Jessica Largent

(Principal Financial Officer)

Chief Financial Officer

March 16, 2023

Jessica Largent

(Principal Financial and Accounting Officer)

/s/ Marcelo Kim

15 unchanged sentences

Alex Sternhell

/s/ Laura Dove

March 16, 2023

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures