Form 4: Perpetua Resources Director Elects Equity Compensation, Increasing Stake

Perpetua Resources Corp. Director Robert Alan Dean has elected to receive Deferred Share Units (DSUs) in lieu of a cash retainer for his service, increasing his beneficial ownership.

Summary

• Robert Alan Dean, a Director of Perpetua Resources Corp. (PPTA), acquired 696 Deferred Share Units (DSUs) on June 25, 2025.
• These DSUs were received in lieu of a cash retainer for his service during the second quarter of 2025.
• Each DSU entitles the holder to receive one common share of Perpetua Resources Corp. or, at the holder's election and administrator's approval, cash equal to the value thereof.
• The DSUs are fully vested as of the grant date and will be settled following Mr. Dean's separation from service.
• The value of each DSU was based on the closing price of the Issuer's Common Shares on the Nasdaq Capital Market on June 24, 2025, which was $13.09.
• Following this transaction, Mr. Dean's beneficial ownership of derivative securities (DSUs) increased to 63,506 units.

Sentiment

Score: 7

Explanation: The sentiment is slightly positive as a director choosing equity over cash compensation signals confidence in the company's future and aligns their interests with shareholders.

Positives

• The Director's election to receive equity (DSUs) instead of cash for compensation demonstrates confidence in the company's future performance and aligns his interests with those of shareholders.
• The DSUs are fully vested upon grant, indicating immediate equity ownership and commitment.

Future Outlook

The acquired Deferred Share Units (DSUs) will be settled following the reporting person's separation from service, indicating a future conversion to common shares or cash at that time.

Management Comments

• "The Reporting Person elected to receive DSUs in lieu of a cash retainer for his service during the second quarter of 2025."

Industry Context

This filing reflects a common practice in publicly traded companies where directors elect to receive equity-based compensation, such as Deferred Share Units, instead of cash. This method is often used to align the interests of the board members with those of the shareholders, encouraging long-term value creation.

Comparison to Industry Standards

• The practice of compensating directors with equity, such as Deferred Share Units, is a standard corporate governance practice across various industries, including the mining and resources sector.
• This approach is widely adopted by companies to foster alignment between director incentives and shareholder returns, similar to practices observed in companies like Barrick Gold Corporation or Newmont Corporation, where equity-based compensation forms a significant part of executive and director remuneration packages.

Corporate Governance

Related Party Transactions

• The acquisition of Deferred Share Units by a director in lieu of cash compensation constitutes a related party transaction, as it involves a transaction between the company and a member of its management/board.

Stakeholder Impact

• Shareholders: The transaction aligns the director's financial interests more closely with shareholders, as the value of his compensation is tied to the company's share price performance.
• Employees: No direct impact on employees is indicated by this filing.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated by this filing.

Next Steps

• The Deferred Share Units will be settled following the reporting person's separation from service.

Key Dates

Keywords

Perpetua Resources Corp., PPTA, SEC Form 4, Insider Transaction, Director Compensation, Deferred Share Units, DSU, Equity Compensation, Corporate Governance