Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Haslam Alan Douglas

(Last)

(First)

(Middle)

405 S. 8TH STREET, STE 201

(Street)

BOISE

83702

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PERPETUA RESOURCES CORP. [ PPTA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	(See remarks (4))

3. Date of Earliest Transaction (Month/Day/Year)
10/18/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	10/18/2024		X		40,000	A	$8.55⁽¹⁾	105,571	D
Common Shares	10/18/2024		S		40,000	D	$10.07⁽²⁾	65,571	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Director and Employee Stock Option (right to buy)	$8.55⁽¹⁾	10/18/2024		X			40,000	⁽³⁾	01/20/2026	Common Shares	40,000	$0	0	D

Explanation of Responses:

1. The exercise price of the stock option of CAD $11.80 is converted to USD based on the daily average exchange rate as reported by the H.10 statistical release of the Board of Governances of the Federal Reserve System on October 18, 2024, of C$1.3804 = US$1.00.

2. The sale price of the stock option of CAD $13.90 is converted to USD based on the daily average exchange rate as reported by the H.10 statistical release of the Board of Governances of the Federal Reserve System on October 18, 2024, of C$1.3804 = US$1.00. The sale price of CAD $13.90 is a weighted average price. These shares were sold in multiple transactions at prices ranging from CAD $13.70 to CAD $14.16, inclusive. The sale price included on the reporting person's Form 4 filed on April 16, 2024, of CAD $8.24 was also a weighted average price, and those shares were sold in multiple transactions at prices ranging from CAD $7.96 to CAD $8.61. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of Common Shares sold at each separate price within the ranges set forth in this footnote (2).

3. The stock option, representing a right to purchase a total of 40,000 Common Shares, became exercisable as to 10,000 Common Shares on January 20, 2021, exercisable as to 10,000 Common Shares on January 20, 2022, exercisable as to 10,000 Common Shares on January 20, 2023, and exercisable as to 10,000 Common Shares on January 20, 2024, subject to the terms and conditions of the Issuer's 2011 Evergreen Incentive Stock Option Plan.

Remarks:

(4) VP, Permitting at Perpetua Resources Idaho, Inc., a wholly owned subsidiary of Perpetua Resources Corp.

	/s/ Tanya Nelson, as attorney-in-fact for Alan Haslam	10/22/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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