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;
−Removed: (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;
+Added: (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, 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.
34 unchanged sentences
Exhibit or Financial Statement Schedule
+Added: Controlled Equity Offering SM Sales Agreement by and between Cantor Fitzgerald & Co.
+Added: and Perpetua Resources Corp., dated as of May 12, 2023 (incorporated by reference to Exhibit 1.1 of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, filed with the SEC on May 12, 2023).
Certificate of Incorporation of Perpetua Resources Corp.
10 unchanged sentences
000-56206) filed with the SEC on September 23, 2020).
−Removed: Technology Investment Agreement between the United States of America and Perpetua Resources Idaho, Inc., dated December 16, 2022.
−Removed: Employment Agreement between Laurel Sayer and Perpetua Resources Corp.
+Added: Technology Investment Agreement between the United States of America and Perpetua Resources Idaho, Inc., as modified as of July 25, 2023 (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10 - Q for its quarterly period ended September 30, 2023, filed with the SEC on November 9, 2023).
+Added: Employment Agreement between Laurel Sayer and Perpetua Resources Idaho, Inc.
(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).
−Removed: Employment Agreement between Jessica Largent and Perpetua Resources Corp.
+Added: First Amendment to Employment Agreement between Laurel Sayer and Perpetua Resources Idaho, Inc.
+Added: (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on March 14, 2024).
+Added: Employment Agreement between Jessica Largent and Perpetua Resources Idaho, Inc.
(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).
1 unchanged sentence
(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).
−Removed: Employment Agreement between Alan Haslam and Perpetua Resources Corp.
+Added: Employment Agreement between Alan Haslam and Perpetua Resources Idaho, Inc.
(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).
−Removed: Employment Agreement between Mckinsey Lyon and Perpetua Resources Corp.
+Added: Employment Agreement between Mckinsey Lyon and Perpetua Resources Idaho, Inc.
(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).
−Removed: Employment Agreement between Michael Bogert and Perpetua Resources Corp.
+Added: Employment Agreement between Michael Bogert and Perpetua Resources Idaho, Inc.
(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).
+Added: Employment Agreement between Michael Wright and Perpetua Resources Idaho, Inc.
+Added: (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for its quarterly period ended September 30, 2023, filed with the SEC on November 9, 2023)
+Added: Employment Agreement between Jonathan Cherry and Perpetua Resources Idaho, Inc.
+Added: (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the SEC on March 14, 2024).
Omnibus Equity Incentive Plan (incorporated by reference to Exhibit 4.4 of the Company’s Registration Statement on Form S-8 (File No.
21 unchanged sentences
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).
+Added: Perpetua Resources Corp.
+Added: Incentive-Based Compensation Clawback Policy, adopted as of November 8, 2023.
XBRL Instance Document
13 unchanged sentences
March 26, 2024
−Removed: /s/ Laurel Sayer
+Added: /s/ Jonathan Cherry
+Added: Jonathan Cherry
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.
−Removed: /s/ Laurel Sayer
+Added: /s/ Jonathan Cherry
President, Chief Executive Officer and Director
March 26, 2024
+Added: Jonathan Cherry
(Principal Executive Officer)
/s/ Jessica Largent
−Removed: Chief Financial Officer
+Added: Chief Financial Officer and Director
March 26, 2024
3 unchanged sentences
March 26, 2024
+Added: /s/ Andrew Cole
March 26, 2024
−Removed: /s/ David Deisley
March 26, 2024
−Removed: David Deisley
−Removed: /s/ Jeff Malmen
+Added: /s/ Laura Dove
March 26, 2024
−Removed: /s/ Chris Papagianis
+Added: /s/ Rich Haddock
March 26, 2024
−Removed: Chris Papagianis
+Added: /s/ Jeff Malmen
+Added: March 26, 2024
/s/ Chris Robison
4 unchanged sentences
Alex Sternhell
−Removed: /s/ Laura Dove
−Removed: 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.