Perpetua Resources : Amendment to Annual Report by Canadian Issuer (SEC Filing - 40-F/A)

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

FORM 40-F/A

(Amendment No. 1)

¨	Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934

or

x	Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2020

Commission File Number 1-39918

PERPETUA RESOURCES CORP.

(Exact name of Registrant as specified in its charter)

British Columbia, Canada (Province or other jurisdiction of incorporation or organization)

1040 (Primary Standard Industrial Classification Code Number)

26-4675940 (I.R.S. Employer Identification Number)

405 S. 8^th Street, Ste 201, Boise, Idaho 83702
[phone]
(Address and telephone number of Registrant's principal executive offices)

Perpetua Resources Idaho Inc., 13181 Highway 55, PO Box 429, Donnelly, Idaho 83615
[phone]

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, no par value	PPTA	Nasdaq Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act:

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

For annual reports, indicate by check mark the information filed with this Form:

x Annual information form

x Audited annual financial statements

Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: 47,481,134

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
x Yes ¨ No

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company x

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ¨

† The term 'new or revised financial accounting standard' refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

¨Yes x No

EXPLANATORY NOTE

Perpetua Resources Corp. (the 'Company') is filing this Amendment No. 1 to Form 40-F (the 'Form 40-F/A') for the year ended December 31, 2020 to furnish Exhibit 101 to the Form 40-F, which provides certain items from our Form 40-F formatted in eXtensible Business Reporting Language ('XBRL'). In accordance with the policy of the Securities and Exchange Commission (the 'Commission') stated in Release No. 33-9002, we are filing this Form 40-F/A within the 30-day period available to first-time XBRL filers following the filing of our Form 40-F, as filed with the Commission on March 16, 2021.

No other changes have been made to the Form 40-F other than the furnishing of the exhibit described above. This Form 40-F/A does not reflect subsequent events occurring after the original date of the Form 40-F, or modify or update in any way disclosures made in the Form 40-F.

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EXHIBITS

Exhibit	Description
99.1*	Annual Information Form for the year ended December 31, 2020
99.2*	Management's Discussion and Analysis for the year ended December 31, 2020
99.3*	Audited Annual Consolidated Financial Statements for the year ended December 31, 2020
99.4*	Certification of President & Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934
99.5*	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934
99.6*	Certification of President & Chief Financial Officer pursuant to 18 U.S.C. Section 1350
99.7*	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
99.8*	Consent of Deloitte LLP
99.9*	Richard K. Zimmerman, R.G. SME-RM
99.10*	Art Ibrado, P.E.
99.11*	Grenvil M. Dunn, C. Eng.
99.12*	Garth D. Kirkham, P. Geo.
99.13*	Christopher J. Martin, C. Eng
99.14*	Peter E. Kowalewski, P.E.
99.15*	Chris J. Roos, P.E.,
99.16*	Scott Rosenthal, P.E.
99.17*	Christopher Dail, C.P.G.
99.18*	Code of Conduct and Ethics Policy
101.INS	XBRL Instance
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

*Previously filed

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Perpetua Resources Corp. certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on April 7, 2021.

	PERPETUA RESOURCES CORP.
	By:	/s/ Laurel Sayer
	Name:	Laurel Sayer
	Title:	President & Chief Executive Officer

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