What changed in this filing

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Item 1. Business

2023-03-16 compared with 2022-03-18 · 38 added, 33 removed, 111 unchanged (39% of the section changed)

1 unchanged sentence

The Corporation’s head office is located at Suite 201 – 405 South 8 th Street, Boise, Idaho, U.S.A.

83702 and its registered and records office is located at Suite 400 – 725 Granville Street, Vancouver, British Columbia V7Y 1G5.

83702 and its registered and records office is located at Suite 1008 – 550 Burrard Street, Vancouver, British Columbia V6C 2B5.

The Corporation is a development-stage company engaged in acquiring mining properties with the intention of exploring, evaluating and placing them into production, if warranted.

Currently, its principal business is the exploration and, if warranted and subject to receipt of required permitting, redevelopment, restoration and operation of the Stibnite Gold Project in Idaho, USA (the "Project"

or "Stibnite Gold Project").

The Corporation is currently undertaking an extensive permitting process for redevelopment and restoration of the Project.

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The Corporation’s current focus is to explore, evaluate and potentially redevelop three of the deposits known as the Hangar Flats Deposit, West End Deposit and Yellow Pine Deposit, all of which are located within the Stibnite Gold Project as well as reprocess certain historical tailings located on the Project.

These development activities would be undertaken in conjunction with a major restoration program designed to address impacts related to historical activities in the Project area.

These development activities would be undertaken in conjunction with a major restoration program designed to address legacy impacts related to historical mining activities in the Project area.

The Corporation’s subsidiaries’ property holdings at the Stibnite Gold Project are comprised of a contiguous package of unpatented federal lode claims, unpatented federal mill sites, patented lode mining claims and patented mill sites.

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Bureau of Land Management claim rental payments and filings are current as of the date of this filing and the claims are all held in good standing.

During the reporting period 53 of the Corporation’s unpatented lode mining claims were relinquished and re-staked with 203 unpatented mill sites over areas non-mineral in character and suitable for mill sites should a development decision be made.

Normal maintenance and upkeep of the Project infrastructure continued during the year.

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(“PRII”) has no ownership interest in the Stibnite Gold Project;

rather, it is the operating entity and manages the activities on the Project site.

The property holding entity, Idaho Gold Resources Company, LLC (“IGRCLLC”), is the surviving entity in a merger with Stibnite Gold Company (“SGC”) effective June 3, 2021 and is managed pursuant to an operating agreement by PRII.

rather, it is the designated operating entity and manages the activities on the Project site.

PRII and IGRCLLC are wholly owned by the Corporation.

IGRCLLC holds title to the Yellow Pine, Hangar Flats, and West End deposits, all of the patented mill sites and all of the unpatented federal lode mining claims and unpatented mill sites.

Recent Developments

Perpetua Resources has determined that it no longer qualifies as a “foreign private issuer” as such term is defined in Rule 405 under the Exchange Act.

As a result, effective January 1, 2022, the Company is required to, among other things, (i) file periodic reports and registration statements on U.S.

domestic issuer forms with the SEC and (ii) comply with U.S.

proxy requirements with respect to solicitation materials, including those relating to the Company’s 2022 Annual Meeting of Shareholders.

Permitting and Environmental Matters

Perpetua Resources focuses on the exploration and mining of the Stibnite Gold Project, the reclamation of prior deposits and historical tailings, and the restoration of the area to address historical activities and legacy contamination.

Our project is, therefore, subject to a number of environmental regulations, including federal, state, and local laws.

Our project is, therefore, subject to numerous environmental regulations, including federal, state, and local laws.

Significantly, we are subject to formal review under NEPA and extensive permitting requirements.

In 2016, the Forest Service began its formal review of the Stibnite Gold Project under NEPA.

The Forest Service completed scoping in 2017 and from late 2020 through 2021, pursuant to the NEPA process, the United States Forest Service and cooperating agencies undertook extensive review of our project and proposed actions through a Draft Environmental Impact Statement.

As a result of public comment and continued NEPA review, we anticipate the circulation of a preliminary Supplemental Draft Environmental Impact Statement (“SDEIS”) for cooperating agency review in the second quarter of 2022, with public release shortly thereafter in the third quarter of 2022.

We continue to work on obtaining the required ancillary permits during this time.

The Forest Service completed scoping in 2017 and subsequently pursuant to the NEPA process, the United States Forest Service and cooperating agencies undertook extensive review of our project and proposed actions through a Draft Environmental Impact Statement (“DEIS”), released by the USFS in August 2020.

In response to public and agency feedback on the DEIS, Perpetua Resources proposed modifications to the mine plan analyzed in DEIS Alternative 2 to include reduction of the project footprint, improvements in water quality, and lower water temperatures.

Perpetua Resources submitted a refined proposed action to the USFS in December 2020 (the “Modified Mine Plan”).

The USFS then prepared a Supplemental Draft Environmental Impact Statement (“SDEIS”) to further evaluate the project refinements and compare the Company’s proposed site access via Burntlog Route to an alternative option using current roads.

After nearly two years of review, the SDEIS was published on October 28, 2022 for a 75-day public comment period.

The USFS identified Perpetua Resources’ proposed action, the “Modified Mine Plan,” as the Preferred Alternative and concluded that it would reasonably accomplish the purpose and need for consideration of approval of the Stibnite Gold Project, while giving consideration to environmental, economic, and technical factors.

Under NEPA, a “Preferred Alternative” is identified by a Federal agency in a DEIS to let the public know which action the agency is leaning toward selecting as final.

However, identification of a “Preferred Alternative” does not represent a final decision and the USFS may still choose various actions based on the Modified Mine Plan or each of the alternatives analyzed in the SDEIS when developing the Final Environmental Impact Statement (“FEIS”).

The SDEIS public review period closed on January 10, 2023.

Following completion of the comment period and analysis, the Company expects the USFS to provide a schedule update including the expected timing for the release of the FEIS, a draft Record of Decision and a final Record of Decision.

We continue to work on obtaining the required ancillary permits in parallel with the agency’s timeline.

Our project is subject to ongoing litigation and could face further litigious challenges in the future.

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Upon signing of the ASAOC, the aggregate cost of the obligation was estimated to be approximately $7,473,805.

In 2021, the total cost estimate to voluntarily address environmental conditions increased to $12,198,651.

In 2021 and 2022, the total cost estimate to voluntarily address environmental conditions increased to $16,763,262 due to scope changes, inflation and higher fuel prices.

As of December 31, 2022, the corresponding environmental liability was estimated to be $10,800,936.

1 unchanged sentence

Government and Environmental Regulations

Mining operations and exploration activities are subject to various national, state, and local laws and regulations in the United States, which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances, disclosure requirements and other matters.

Perpetua Resources plans to obtain the licenses, permits or other authorizations currently required to conduct its exploration or development programs and believes that it is currently in material compliances with applicable mining, health, safety and environmental statutes and the regulations passed thereunder in the United States and Idaho.

Mining operations and exploration activities are subject to extensive national, state, and local laws and regulations in the United States, which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances, disclosure requirements and other matters.

The Corporation plans to obtain the licenses, permits or other authorizations currently required to conduct its exploration or development programs, and it believes it is currently in material compliance with governing mining, health, safety and environmental statutes and regulations in the United States and Idaho.

Except as otherwise noted above, we are not subject to any orders or directions with respect to the foregoing laws and regulations.

For a more detailed discussion of the various government laws and regulations applicable to our operations and potential negative effects of these laws and regulations, see section Item 1A, Risk Factors , below.

Our operations are subject to numerous environmental, health, and safety laws and regulations in the jurisdictions in which we operate.

Our operations are also subject to numerous environmental, health, and safety laws and regulations in the jurisdictions in which we operate.

These laws and regulations may require us to take precautions with respect to threatened, endangered, or otherwise protected species and their habitat as well as other natural, historical, and cultural resources, perform environmental assessments or impact statements, implement siting and operational programs or best practices to minimize environmental impacts from our operations, perform investigatory remedial obligations, and obtain federal, state, and local permits, licenses, or other approvals.

3 unchanged sentences

The following provides a summary of the more significant environmental, health, and safety laws and regulations which our operations are subject to and for which compliance with may have a material adverse impact on our business.

National Environmental Policy Act

National Environmental Policy Act ( “ NEPA ” )

Our Project is subject to environmental review under NEPA.

The federal law requires agencies to evaluate the environmental impact of their actions that may significantly affect the quality of the environment and can include the granting of a permit or similar authorization for the development of certain projects.

As part of the review, agencies are required to consider numerous environmental impacts, such as impacts on air quality, water quality, cultural resources, wildlife, geology, aesthetics, as well as alternatives to the project.

This law requires federal agencies to evaluate the environmental impact of their actions that may significantly affect the quality of the human environment and is a prerequisite for the granting of a permit or similar authorization for the development of certain projects.

As part of the review, the federal agencies are required to consider numerous environmental impacts, such as impacts on air quality, water quality, cultural resources, wildlife, geology, aesthetics, as well as alternatives to the project.

The review process can lead to significant delays in approval of such projects and the issuance of the requisite permits which, in turn, can impact both the cost and development of operations.

1 unchanged sentence

Additionally, authorizations under NEPA are subject to litigation, protest, or appeal, which has the potential to lead to further delays.

Pursuant to NEPA, the United States Forest Service and cooperating agencies undertook extensive review of our project and proposed actions.

As a result of this review, an SDEIS is anticipated for public release in the third quarter of 2022.

Pursuant to NEPA, the Forest Service and cooperating agencies undertook additional extensive review of our Project and proposed actions.

As a result of this review, a SDEIS was published on October 28, 2022 for a 75-day public comment period which closed on January 10, 2023.

Comprehensive Environmental Response, Compensation, and Liability Act

The site upon which our Project is located has significant legacy contamination.

The Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) can impose joint and several liability, without regard to fault or legality of conduct, on classes of persons who are statutorily responsible for the release of hazardous substances into the environment.

The Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) can impose joint and several liability, without regard to fault or legality of conduct, on

classes of persons who are statutorily responsible for the release of hazardous substances into the environment.

These persons include current owners or operators of a site where a release has occurred.

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Voluntary early cleanup actions can be undertaken pursuant to settlement agreements under CERCLA.

We have entered into the ASAOC with the U.S.

EPA and the United States Department of Agriculture to conduct a number of timely critical removal actions focused on improving water quality in several areas of the site.

We entered into an ASAOC with the U.S.

EPA and the United States Department of Agriculture to conduct a number of time critical removal actions focused on improving water quality in several areas of the site.

Protection of Species and Habitat

Our operations are subject to several environmental regulations and guidelines regarding various protected species and their habitats and include the Endangered Species Act, the Migratory Bird Treaty Act, and the Bald and Golden Eagle Protection Act, alongside similar state laws.

Our operations are subject to several environmental regulations and guidelines regarding various protected species and their habitats and include the federal Endangered Species Act, the Migratory Bird Treaty Act, and the Bald and Golden Eagle Protection Act, alongside similar state laws.

These laws impose significant civil and criminal penalties for violations, including injunctions limiting or otherwise prohibiting operations in certain areas where protected species or their habitat is located.

2 unchanged sentences

The Clean Water Act (“CWA”) and other similar federal and state laws and regulations may require us to obtain permits for water discharges or take mitigation actions with respect to loss of wetlands.

Additionally, such regulations require us to implement a variety of best management practices to ensure that water quality is protected and the impacts of our operations are minimized.

Additionally, such regulations require us to implement a variety of best management practices to ensure that water quality is protected and the impacts of our operations on water quality are minimized.

The CWA and analogous laws and regulations provide for administrative, civil and criminal penalties for unauthorized discharges of pollutants in reportable quantities and may impose substantial potential liability for the costs of addressing such discharges.

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District Exploration

No drilling was completed during the reporting period.

No exploration drilling was completed during the reporting period.

Activities during the reporting period focused on studies to support permitting and design, engineering and environmental studies to support the ongoing activities related to the ASAOC.

2 unchanged sentences

A total of 24 employees were employed in Idaho;

however, in 2021, most of the Perpetua Resources team continued working remotely, when possible, to support a safer workplace during the COVID-19 pandemic.

however, in 2022, most of the Perpetua Resources team continued working remotely, when possible.

The Corporation also contracts out certain activities with specific skills to assist with various aspects of the Project.

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We engage regularly with key stakeholders and other interested parties, which allows us to better understand their interests, perspectives, and needs.

We also believe in both transparency and accountability as key attributes of our governance strategy and seek to deliver information in an open and consistent manner, as denoted by our Environmental, Social Responsibility and Good Governance Report released in 2020.

Our commitment to ESG is also incorporated into our conservation principles which govern the development of our Project and, ultimately, our operations.

Both our ESG Policy and our 2020 Environmental, Social Responsibility and Good Governance Report can be found on the Company’s website.

Our ESG Policy, Sustainability Roadmap and our 2021 Sustainability Report can be found on the Company’s website.

Information on our website is neither part of, nor incorporated into, this Annual Report on Form 10-K.

Availability of Raw Materials

35 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business