Mr. Chris Fogg reports
PERPETUA RESOURCES ANNOUNCES US$300 MILLION BOUGHT DEAL FINANCING AND US$100 MILLION PRIVATE PLACEMENT AS PART OF COMPREHENSIVE FINANCING PACKAGE FOR STIBNITE GOLD PROJECT
Perpetua Resources Corp. has entered into an agreement with National Bank of Canada Financial Markets and BMO Capital Markets, on behalf of themselves and a syndicate of underwriters under which the underwriters have agreed to purchase, on a bought deal basis, 22,728,000 common shares, no par value, of the company at a price of $13.20 (U.S.) per common share for aggregate gross proceeds of approximately $300-million (U.S.). National Bank of Canada Financial Markets and BMO Capital Markets are acting as joint lead bookrunning managers for the offering. In connection with the offering, Paulson & Co. Inc. has entered into an agreement to purchase $100-million (U.S.) of common shares in a private placement at the offering price.
The company intends to use the proceeds of the offering and the private placement as part of a comprehensive financing package for the development of the company's Stibnite gold project in conjunction with the previously announced application for up to $2-billion (U.S.) in project financing submitted to the Export-Import Bank of the United States (EXIM) in May, 2025. The company intends to designate the proceeds of the offering and the private placement toward equity requirements for the EXIM debt financing, with any additional funds intended to support exploration activities, working capital and general corporate purposes. EXIM's due diligence on the company's application is continuing and is conditional upon successfully completing the due diligence and underwriting process. If the due diligence process is successful, the company anticipates closing the debt financing in 2026.
Together with the EXIM debt financing and royalty financing described below, if successfully completed in the amounts anticipated, the company believes that the net proceeds from the offering and the private placement will provide the company with sufficient capital to finance the project construction costs of $2.2-billion (U.S.), along with additional funds for a cost overrun account, debt service, working capital costs in excess of the project capital costs and exploration activities.
In addition, the company is in advanced discussions with potential partners for guarantees of the company's obligations under reclamation bonds or other financial instruments that the company will be required to enter into to satisfy financial assurance requirements applicable under applicable federal and state law. The company is seeking a $155-million (U.S.) guarantee and indemnification of the company's obligations to surety providers in respect of reclamation bonds or other financial instruments, along with proceeds between $200-million (U.S.) to $250-million (U.S.), in exchange for either a gold net smelter return (NSR) royalty not to exceed 3.9 per cent or a gold stream. A royalty, if any, would be expected to provide for buy back of a portion of the royalty if certain conditions are met. The $155-million (U.S.) guarantee and indemnification is anticipated to be sufficient to satisfy the aggregate obligations of the company to provide construction phase financial assurance as required by regulatory authorizations from relevant agencies. Securing the financial assurance in this amount is expected to position the company to receive the USFS notice to proceed under the approved plan of operation and satisfy the financial assurance conditions of various federal and state permits, allowing the company commence construction later in 2025. The proposed royalty and financial assurance arrangement is expected to be formalized in summer 2025. Based on indications from the relevant agencies, the company expects the remaining state permits required to commence construction to be issued by the relevant agencies in summer 2025.
Perpetua Resources has also granted the underwriters an option to purchase up to an additional 3,409,200 common shares representing up to 15 per cent of the number of common shares to be sold pursuant to the offering. The underwriters have 30 days from the closing of the offering to exercise the option. In connection with the offering, an underwriting agreement will be entered into by and among Perpetua Resources, National Bank of Canada Financial Markets and BMO Capital Markets as representatives of the several underwriters. In the event that the option is exercised in full, the aggregate gross proceeds of the offering will be approximately $345-million (U.S.).
The offering is expected to close on or about June 16, 2025. Closing of the offering will be subject to a number of customary conditions to be included in the underwriting agreement.
The offering to the public in the United States is being made pursuant to the company's effective shelf registration statement on Form S-3 (file No. 333-266071) (the U.S. registration statement), including a base prospectus, previously filed with the Securities and Exchange Commission (the SEC).
The private placement is expected to close concurrently with the closing of the offering and is subject to customary conditions, including the completion of the offering, but the offering is not contingent upon the consummation of the private placement. The sale of the common shares under the private placement will not be registered under the Securities Act of 1933, as amended. Since neither the fair market value of the common shares to be acquired by the Paulson (an insider of the company), nor the consideration for the common shares paid by Paulson, exceeds 25 per cent of the company's market capitalization as calculated in accordance with MI 61-101 (as defined below), the private placement is exempt from the formal valuation and minority approval requirements of Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101) pursuant to subsections 5.5(a) and 5.7(1)(a) of MI 61-101.
About Perpetua Resources Corp. and the Stibnite gold project
Perpetua Resources, 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 Stibnite gold 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. Perpetua Resources has been awarded a technology investment agreement of $59.2-million (U.S.) in Defense Production Act Title III funding to advance construction readiness and permitting of the Stibnite gold project. Antimony trisulphide from Stibnite is the only known domestic reserves of antimony that can meet U.S. defence needs for many small arms, munitions and missile types.
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