Sec Form 3 Filing - PAULSON & CO. INC. @ PERPETUA RESOURCES CORP. - 2022-01-01

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
PAULSON & CO. INC.
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
_____ Officer (give title below) X __ Other (specify below)
Member of 10% Owner Group
(Last) (First) (Middle)
1133 AVENUE OF THE AMERICAS, 33RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
01/01/2022
(Street)
NEW YORK, NY10036
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock, without par value 20,929,280 I( 1 )( 2 ) By PFR Gold Holdings, LP( 1 )( 2 )
Common Stock, without par value 2,875,810 I( 1 )( 2 ) By Paulson Partners L.P.( 1 )( 2 )
Common Stock, without par value 966,452 I( 1 )( 2 ) By PFR Gold Fund, L.P.( 1 )( 2 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PAULSON & CO. INC.
1133 AVENUE OF THE AMERICAS
33RD FLOOR
NEW YORK, NY10036
Member of 10% Owner Group
PAULSON PARTNERS LP
1251 AVENUE OF THE AMERICAS
NEW YORK, NY10020
Member of 10% Owner Group
Signatures
PAULSON & CO. INC.By: /s/ Stuart L. MerzerStuart L. Merzer,General Counsel & Chief Compliance Officer 01/03/2022
Signature of Reporting Person Date
PFR GOLD HOLDINGS, LPBy: Paulson Advisers III LLC,its general partnerBy: /s/ Stuart L. MerzerStuart L. Merzer,Authorized Signatory 01/03/2022
Signature of Reporting Person Date
PAULSON PARTNERS L.P.By: Paulson & Co. Inc.,its general partnerBy: /s/ Stuart L. MerzerStuart L. Merzer,Authorized Signatory 01/03/2022
Signature of Reporting Person Date
PFR GOLD FUND, L.P.By: Paulson Advisers III LLC,its general partnerBy: /s/ Stuart L. MerzerStuart L. Merzer,Authorized Signatory 01/03/2022
Signature of Reporting Person Date
PAULSON ADVISERS III LLCBy: /s/ Stuart L. MerzerStuart L. Merzer,Authorized Signatory 01/03/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Paulson & Co. Inc. ("Paulson") is an affiliate of PFR Gold Holdings, LP ("PFR Holdings"), Paulson Partners L.P. ("Paulson Partners"), PFR Gold Fund, L.P. ("PFR Fund" and, together with Paulson Partners and PFR Holdings, the "Funds") and Paulson Advisers III LLC ("Paulson Advisers"). PFR Holdings is the record holder of 20,929,280 shares of Common Stock. Paulson Partners is the record holder of 2,875,810 shares of Common Stock. PFR Fund is the record holder of 966,452 shares of Common Stock. Paulson Advisers furnishes investment advice to and manages PFR Holdings and PFR Fund, and in its role as general partner, Paulson Advisers possesses voting and investment power over the securities that are owned by PFR Holdings and PFR Fund, totaling 21,895,732 shares of Common Stock. All securities reported on this Form 3 are owned by the Funds.
( 2 )Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Act"), the filing of this Form 3 shall not be deemed an admission by any person reporting on this Form 3 that such person, for purposes of Section 16 of the Act or otherwise, is the beneficial owner of any equity securities covered by this Form.

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