Perpetua Resources Corp. (TSX:PPTA)
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37.33
-0.20 (-0.53%)
May 1, 2026, 4:00 PM EST
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AGM 2022

May 25, 2022

Operator

Hello, and welcome to the Annual General and Special Meeting of Shareholders of Perpetua Resources Corp. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer, and use of same. If you disclose personal information of another person in today's meeting, you'll be deemed to represent and warrant to Computershare and the corporation that you first obtained all required consents for the disclosure, recording, transfer, and use of such personal information from all appropriate persons before your disclosure. During the meeting, we'll have a Q&A session. You can submit questions or comments any time by clicking on the Q&A icon. It's now my pleasure to turn today's meeting over to Marcelo Kim. The floor is yours.

Marcelo Kim
Chair of the Board, Perpetua Resources Corp.

Good afternoon, ladies and gentlemen, and welcome to the Perpetua Resources Corp., Annual General and Special Meeting of Shareholders. My name is Marcelo Kim, and I'm the Chair of the Board. I'm speaking to you from New York. With me at the respective locations in Boise, Idaho and Vancouver, Canada are Laurel Sayer, our President and CEO, and Terese Giesselman, our Corporate Secretary.

Laurel Sayer
President and CEO, Perpetua Resources Corp.

Hello, everyone, and thank you for being here today. I look forward to providing an update on the company at the end of the meeting.

Terese Giesselman
Corporate Secretary, Perpetua Resources Corp.

Instructions on how to ask questions and the voting procedure will appear on your screen. As with any technology, unexpected glitches may occur, but our service providers for this platform at Computershare are very experienced at running this type of meeting and will be helping us out as needed.

Marcelo Kim
Chair of the Board, Perpetua Resources Corp.

I will now call the meeting to order. I will act as chairman of this meeting, and I've asked Terese Giesselman, Corporate Secretary of the company, to act as secretary of this meeting and Pam Hosfield of Computershare Investor Services to act as scrutineer. Will the secretary please advise as to the notices relative to the meeting?

Terese Giesselman
Corporate Secretary, Perpetua Resources Corp.

I have a copy of the advance notice of meeting and record date filed on SEDAR on March 7, 2022, and the notice of meeting definitive proxy statement and instrument of proxy relating to the meeting and proof as to them being mailed to shareholders on April 12, 2022. These documents are available for any shareholder to read. I now ask the chairman to table these documents.

Marcelo Kim
Chair of the Board, Perpetua Resources Corp.

I will now table a copy of the advance notice definitive proxy statement, instrument of proxy, and the proof of mailing and direct that they be kept by the secretary with the records of this meeting. Registered shareholders and proxy holders may address the meeting when there is a call to discuss a motion before the meeting. Should you like to address the chair on any motion, please type in your question or comment in the message section. If there's any discussion or question, the secretary will read the question out loud. I will now ask the secretary to read the scrutineer's report.

Terese Giesselman
Corporate Secretary, Perpetua Resources Corp.

The scrutineer's report has been received. It shows there are a total of zero shareholders present online via Computershare's virtual meeting platform. 189 shareholders represented by proxy, representing 43,798,425 shares represented at the meeting. This represents approximately 69.55% of the issued and outstanding share capital of Perpetua Resources Corp., which was 62,973,526 common shares on the record date.

Marcelo Kim
Chair of the Board, Perpetua Resources Corp.

A quorum for the transaction of business at a meeting of shareholders of the company with two shareholders present in person, virtually registered and logged into Computershare, or represented by proxy representing at least 33 1/3% of the shares entitled to be voted. The report of the scrutineer indicates that a quorum is present. As notice has been given in the proper manner, I declare this meeting regularly and duly called and constituted for the transaction of business. Only shareholders as of the record date of April 4th, 2022 are entitled to vote at this meeting. We will conduct the votes on the matters before us via poll. On a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder.

We will be concluding on the motions at the end of the meeting once we've been through all of the agenda items. Voting polls on the agenda items for today's meeting will be closed together at the end of the formal proceedings of this meeting. The first item of business is a presentation of the financial statements of the company and the report of the auditor thereon for the financial year ended December 31, 2021. The financial statements, auditor's report, and related management's discussion and analysis were filed on SEDAR and with the US Securities and Exchange Commission through our annual report on Form 10-K on March 18, 2022 and were mailed to those shareholders who had previously requested to receive financial statements pursuant to National Instrument 51-102. Additional copies of the financial statements are available through the secretary and online at www.sedar.com.

Unless someone specifically requests, the auditor's report will not be read. Unless there's any discussion regarding the financial statements and auditor's report, I shall consider them received by the shareholders as submitted to the meeting.

Terese Giesselman
Corporate Secretary, Perpetua Resources Corp.

There is no discussion at this time.

Marcelo Kim
Chair of the Board, Perpetua Resources Corp.

The next item of business is to set the number of directors. The terms of each of the directors of the company expire annually at the time of the annual general meeting. You will have noticed in the proxy statement that it is intended to set the number of directors at nine and to elect nine directors for the ensuing year. I move that the number of directors of the company be set at nine. Is there any discussion of this motion?

Terese Giesselman
Corporate Secretary, Perpetua Resources Corp.

There's no discussion at this time.

Marcelo Kim
Chair of the Board, Perpetua Resources Corp.

As there is no discussion, I now call for a vote on the motion before the meeting. Would all shareholders please enter your votes in Computershare? We will now proceed with the election of directors of the company. The proxy statement contains the names of the management's nominees to the Board of Directors, and those nominees are Chris Papagianis, Laurel Sayer, Jeff Malmen, Chris Robison, Bob Dean, David Deisley, Alex Sternhell, Laura Dove, and myself, Marcelo Kim.

Each of the nominees is either present at the meeting or has previously consented to act as a director of the company. In order to be eligible for election as a director of the company at this meeting, a person must be nominated in accordance with the procedures set forth in the company's advance notice policy, which was adopted by the Board of Directors of the company and became effective on April 4, 2013, and is ratified by shareholders at the company's 2013 annual general and special meeting. Other than in respect of management's nominees named in the proxy statement for this meeting, no person has followed the procedures set out in the company's advance notice policy, which are required in order to entitle the person to nominate directors at this meeting. Accordingly, no further nominations will be accepted.

The majority voting policy the company previously adopted by the board of directors requires that in an uncontested election of directors, any nominee in respect of whom a greater number of votes withheld than votes for are validly cast will immediately tender his or her resignation to the board of directors of the company. Should that occur, the board's decision as to accept or reject the resignation will be disclosed to the public following the meeting. As the nominations are closed, I move that the persons nominated in the proxy statement be elected as the directors of Perpetua Resources Corp. Is there any discussion on the motion?

Terese Giesselman
Corporate Secretary, Perpetua Resources Corp.

There's no discussion at this time.

Marcelo Kim
Chair of the Board, Perpetua Resources Corp.

As there's no discussion, I now call for a vote on the motion before the meeting. Would all shareholders please enter your votes in Computershare? The next item of business is the ratification of the appointment of the auditor at a remuneration to be set by the directors, and I move that the appointment of PricewaterhouseCoopers LLP, as the company's independent auditor for the fiscal year ending December 31st, 2022, at a remuneration to be set by the directors to be ratified. Is there any discussion on the motion?

Terese Giesselman
Corporate Secretary, Perpetua Resources Corp.

There's no discussion at this time.

Marcelo Kim
Chair of the Board, Perpetua Resources Corp.

As there is no discussion, I now call for a vote on the motion before the meeting. Would all shareholders please enter your votes in Computershare? The next item of business is the approval and adoption of the articles amendment. As a domestic company listed on Nasdaq, we are required to provide for a quorum for any meeting of holders of common shares of at least 33 1/3% of our outstanding common shares. Accordingly, the corporation is seeking approval of a special resolution to adopt an amendment to the articles of the company to raise the quorum threshold of meetings of shareholders to 33 1/3% of the voting power of outstanding common shares in order to comply with our Nasdaq listing requirements.

Unless there is a request for me to read out loud the full resolution to the meeting, I move that the resolution relating to the approval and adoption of the articles amendment as described in the company's definitive proxy statement dated April 11, 2022, be approved.

Terese Giesselman
Corporate Secretary, Perpetua Resources Corp.

There's no discussion at this time.

Marcelo Kim
Chair of the Board, Perpetua Resources Corp.

As there's no discussion, I would now call for a vote on the motion before the meeting. Would all shareholders please enter your votes in Computershare?

Terese Giesselman
Corporate Secretary, Perpetua Resources Corp.

If you've not already voted, please complete the electronic ballot on Computershare. We'll give you one more minute. The polls are now closed.

Marcelo Kim
Chair of the Board, Perpetua Resources Corp.

The scrutineer has provided a preliminary report of the results of voting at today's meeting. I'm advised by the scrutineer that greater than the requisite majority of the votes cast have been voted in favor of all resolutions, and I therefore declare that all motions are carried and all resolutions adopted. Ladies and gentlemen, that concludes the business brought before the meeting. On behalf of Perpetua Resources Corp., I wish to thank you for attending. If there are no objections, I shall declare this meeting terminated. I will now invite Laurel Sayer, President and CEO, to give you an update on Perpetua Resources and its activities.

Laurel Sayer
President and CEO, Perpetua Resources Corp.

Thank you, Marcelo. Hello, everyone, and thank you for joining today. Perpetua is excited to be preparing to start early restoration work at site this year, but our main focus remains on advancing permitting for the Stibnite Gold Project to ultimately realize our vision. Our vision is to develop and operate one of the highest grade open pit gold mines in the U.S., provide the country with a source of the critical mineral antimony, and restore an abandoned brownfield site. Before going on, I'll quickly point out our disclaimers on the next slide. Perpetua Resources' investment thesis has never been stronger. First and foremost, we plan to redevelop one of the largest, lowest cost, and long, long life gold projects in the U.S.

Given our low cost, the Stibnite Gold Project has a great economics with a 15-year reserve life and a payback period of less than three years. We have a valuable byproduct in antimony, which is a critical mineral, and Perpetua can reestablish primary production in the U.S. and play a key role in the clean energy value chain. Our project is in one of the best mining jurisdictions in the world, and we have strong community support. That strong support we have in Idaho has been built over the last decade as our communities and politicians, they've seen our commitment to responsible mining and restoration at Stibnite.

One of the many reasons we are so unique is because we will take an area abandoned after 100 years of mining activity, most of which was to support World War II and the Korean War, and use a sustainable approach to restore the environment and develop a modern mining project with critical mineral production. We get to solve environmental issues through the funding and the development of our world-class asset. Perpetua Resources' restoration and mitigation plans provide early action on water quality and legacy feature cleanup, as well as concurrent restoration and reclamation for any new disturbances. Our project will ultimately improve water quality. It will restore fish passage that has been blocked for decades and clean up legacy tailings and waste sites. I believe strongly that industry and the environment can and must work together to restore the site.

In the next couple of slides, we will touch on our project highlights. The Stibnite project is one of the largest independent gold reserves in the United States, with 4.8 million ounces, and is the seventh largest reserve out of all the U.S. gold deposits. In total, we have 6 million ounces of measured and indicated resources and an additional 1.2 million ounces of inferred resources. This slide doesn't include our significant antimony endowment, which has reserves of 148 million and 206 lbs million in measured and indicated resources. The Stibnite project will be powered by the lowest carbon emissions grid in the nation.

Our ability to source low-cost Idaho hydropower, combined with a low strip ratio and an antimony byproduct credit of $70 per ounce, we are well positioned in the lowest quartile of the global cost curve. Life of mine, all-in sustaining costs will average less than $650 per ounce, and in the first four years, it will be less than $450 per ounce. Our project's free cash flow profile demonstrates exceptional values at different gold prices. Using our base $1,600 gold price, the project has an NPV greater than $1.3 billion using a 5% discount rate, and it delivers an internal rate of return of more than 22%. We have good leverage to higher gold prices as well, where the NPV increases to approximately $1.9 billion at $1,850 gold.

Most importantly, our project is resilient to lower gold prices given our solid position on the cost curve. Based on our current market cap, we are trading at nearly the widest discount to NAV, despite achieving significant milestones over the last year. We believe this represents a very attractive entry price for new investors. Before we move into our upcoming milestones, I think it's important to provide some context of where we are today. We began environmental study work and feedback gathering in 2010. In 2016, we submitted our plan of restoration and operations to the US Forest Service, which kicked off five plus years of regulatory review under the NEPA process. We continue to gather feedback and submitted a modified PRO in 2019. Then in August of 2020, the US Forest Service released their draft environmental impact statement with a 75-day comment period.

They received 10,000 letters and 85% of them were positive towards the project. Perpetua Resources listened and acted upon the feedback and incorporated that feedback into our modified proposed action submitted to the Forest Service in December of 2020, which was designed to reduce the project footprint and improve environmental outcomes. The Forest Service reviewed our modified proposed plan and then in July of 2021 published a schedule update, including a well-defined path forward. The remainder of the NEPA process is focused on our modified proposed plan with two identified access routes after the Forest Service eliminated two alternatives from further consideration. Through the presentation, I've covered several of our recent achievements.

I would also just highlight that we have been trading on the Nasdaq for over a year now, and in August 2021, we raised gross proceeds of $57.5 million in a public offering, which was oversubscribed and further demonstrates the strength of our asset. We are well capitalized to advance early restoration and field operations and continue through the permitting process. Looking forward, we have some exciting milestones, including that we expect the focused supplemental environmental impact statement to be published in early Q3 of this year with a final record of decision in 2023. Despite all of our recent achievements in near-term catalysts, we continue to be significantly undervalued relative to our peer group, with nearly all of the pre-permitted projects trading at a multiple of 2x-4x where we are trading.

We expect a significant re-rating to occur as we advance through the permitting process, but also we believe that there's an opportunity today as we begin to share our investment thesis with a broader investor group who recognize the strategic value of our asset for its antimony and who value companies with ESG principles that are foundational to their business plans. Wrapping up, Perpetua Resources is unique because we bring solutions. We have a large, low-cost, high-grade open-pit gold mine. We will offer the only domestic mine source of the critical mineral antimony, and we will use mine development to fund restoration at an abandoned mine site. We accomplished a lot since our last AGM, and I am excited, really excited for our future. Thank you for your continued support and your investment in our project.

Operator

This concludes the meeting. You may now disconnect.

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