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    Amendment: SEC Form SCHEDULE 13D/A filed by Perpetua Resources Corp.

    6/16/25 7:22:13 PM ET
    $PPTA
    Precious Metals
    Basic Materials
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    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13D

    Under the Securities Exchange Act of 1934

    (Amendment No. 1)


    Perpetua Resources Corp.

    (Name of Issuer)


    Common Shares without par value

    (Title of Class of Securities)


    714266103

    (CUSIP Number)


    Christopher P. Davis, Esq.
    Kleinberg, Kaplan, Wolff & Cohen, P.C., 500 Fifth Avenue
    New York, NY, 10110
    (212) 986-6000

    (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
    06/10/2025

    (Date of Event Which Requires Filing of This Statement)


    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

    The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






    SCHEDULE 13D

    CUSIP No.
    714266103


    1 Name of reporting person

    PAULSON & CO. INC.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC use only
    4 Source of funds (See Instructions)

    5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    32,347,299.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    32,347,299.00
    11Aggregate amount beneficially owned by each reporting person

    32,347,299.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    31.2 %
    14Type of Reporting Person (See Instructions)

    CO

    Comment for Type of Reporting Person:
    Items #8, 10, and 11: See Note 1 to Item 5.


    SCHEDULE 13D

    Item 1.Security and Issuer
    (a)Title of Class of Securities:

    Common Shares without par value
    (b)Name of Issuer:

    Perpetua Resources Corp.
    (c)Address of Issuer's Principal Executive Offices:

    405 S. 8TH STREET, BOISE, IDAHO , 83702.
    Item 2.Identity and Background
    (a)
    Paulson & Co. Inc.(the "Reporting Person").
    (b)
    The principal business address of the Reporting Person is 15 Exchange Place, Jersey City, NJ 07302
    (c)
    Paulson furnishes investment advice to and manages onshore and offshore pooled investment vehicles and to separately managed accounts (collectively, such pooled investment vehicles and accounts shall be referred to as the "Funds"). John Paulson is the Portfolio Manager and sole Director of the Reporting Person, and is the only director, executive officer and/or control person of the Reporting Person (the "Instruction C Person").
    (d)
    Neither the Reporting Person nor the Instruction C Person, during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
    (e)
    Neither the Reporting Person nor the Instruction C Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
    (f)
    Paulson & Co. Inc. is a Delaware corporation. The Instruction C Person is a citizen of the United States of America.
    Item 3.Source and Amount of Funds or Other Consideration
     
    All of the Shares to which this Schedule 13D relates were purchased on behalf of the Reporting Persons that directly hold such Shares using the working capital or personal funds of the respective Reporting Persons. The aggregate amount of funds used for the purchase of the securities reported herein was approximately $186,941,431.53, excluding commissions.
    Item 4.Purpose of Transaction
     
    The disclosure set forth below in Item 6 is incorporated herein by reference.
    Item 5.Interest in Securities of the Issuer
    (a)
    The aggregate percentage of Shares reported owned by the Reporting Person is based upon approximately 103,741,199 Shares outstanding as of June 16, 2025, which is the sum of (a) 71,543,442 Shares outstanding as of May 2, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2025, (b) 24,622,000 Shares issued pursuant to the Issuer's Prospectus Supplement filed pursuant to Rule 424(b)(5) on June 13, 2025, and (c) the 7,575,757 Shares issued to Paulson pursuant to a private placement consummated on June 16, 2025. As of the date hereof, the Reporting Person may be deemed to have beneficially owned approximately 31.2% of the outstanding Common Shares.
    (b)
    Number of Shares as to which Paulson & Co. has: (i) Sole power to vote or direct the vote: 0 (ii) Shared power to vote or direct the vote: 32,347,299 (see Note 1). (iii) Sole power to dispose or direct the disposition: 0 (iv) Shared power to dispose or direct the disposition: 32,347,299 (see Note 1).
    (c)
    On June 16, 2025, certain Funds purchased 7,575,757 Shares at a price per share of $13.20. Except as disclosed in the foregoing sentence, the Reporting Person has not entered into any transactions in the Shares during the past sixty days.
    (d)
    See Note 1.
    (e)
    Not applicable. Note 1: Paulson & Co. Inc. furnishes investment advice to and manages the Funds. In its role as investment advisor, or manager, as the case may be, Paulson possesses voting and investment power over the securities of the Issuer described in this Schedule 13D that are owned by the Funds. The pecuniary interest of all securities reported in this Schedule 13D is owned by the Funds. Except for the purposes of determining beneficial ownership under Section 13(d) of the Securities Exchange Act of 1934, as amended, Paulson disclaims beneficial ownership of all securities reported in this Schedule 13D.
    Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
     
    Pursuant to the Investor Rights Agreement dated March 17, 2016, as amended and restated on March 17, 2020 (the "IRA"), between the Reporting Person, Idaho Gold Resources Company, LLC (a wholly-owned subsidiary of the Issuer) and the Issuer, the Reporting Person has the right to participate pro rata in any equity offering by the Issuer. On June 10, 2025, the Reporting Person and the Issuer entered into a subscription agreement (the "Subscription Agreement") pursuant to which the Reporting Person partially exercised its participation right with respect to the Issuer's concurrent public offering and agreed to purchase $100 million of Shares at a price per share equal to the price per share of the public offering, or $13.20 per share, contingent on the consummation of the public offering. The Subscription Agreement contains customary representations and warranties of the parties, and indemnification obligations of the Issuer. The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the Subscription Agreement, a copy of which is filed as Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 16, 2025, which is incorporated herein by reference.
    Item 7.Material to be Filed as Exhibits.
     
    Ex. 99.3 Subscription Agreement, between the Perpetua Resources Corp. and Paulson & Co. Inc., dated June 10, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on June 16, 2025).

        SIGNATURE 
     
    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

     
    PAULSON & CO. INC.
     
    Signature:/s/ Stuart L. Merzer
    Name/Title:General Counsel & Chief Compliance Officer
    Date:06/16/2025
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