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Item 1A. Risk Factors

2025-03-19 compared with 2024-03-26 · 292 added, 162 removed, 326 unchanged (58% of the section changed)

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In such an event, the market price of our common shares could decline, and you may lose all or part of your investment.

Although we have discussed all known material risks, the risks described below are not the only ones that we may face.

Although we have discussed risks we have identified as material risks, the risks described below are not the only ones that we may face.

Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also impair our business operations.

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See also “Cautionary Note Regarding Forward-Looking Statements” in this Annual Report.

Risk Factor Summary

The following is a summary of important risk factors that are specific to our business, industry and our incorporation under the laws of British Columbia:

● Our ability to continue the exploration, permitting, development, and construction of the Project, and to continue as a going concern, will depend in part on our ability to obtain suitable financing.

● We do not currently have sufficient funds or committed financing necessary to commence construction of the Project, and we may be unable to raise the necessary funds.

● Funding under the U.S.

EXIM letter of interest is subject to an application and diligence process, and the amount and timing of such funding, if any, is uncertain and subject to conditions outside the Company’s control.

● A strategic transaction, whether or not consummated, could have an adverse effect on our business, results of operations and financial conditions.

● Our funding under the TIA is subject to certain conditions, limitations and ongoing obligations.

If we fail to satisfy these conditions, we may be unable to obtain all of the funding allocated to Perpetua Resources or may be required to disgorge such funds.

● We require various permits to commence construction and operation of the Project and any future operations, and delays or a failure to obtain such permits, or a failure to comply with the terms of any such permits that we have obtained, could have a material adverse impact on us.

● We have no history of commercially producing precious metals from our mineral properties and there can be no assurance that we will successfully establish mining operations or profitably produce precious metals.

● Perpetua Resources’ future exploration and development efforts may be unsuccessful.

● Perpetua Resources’ mineral resource and mineral reserve estimates may not be indicative of the actual gold or other minerals that can be mined.

● Perpetua Resources faces numerous uncertainties in estimating economically recoverable mineral reserves and mineral resources, and inaccuracies in estimates could result in lower than expected revenues, higher than expected costs and decreased profitability.

● Perpetua Resources’ title to its mineral properties and its validity may be disputed in the future by others claiming title to all or part of such properties.

● Perpetua Resources has a history of net losses and expects losses to continue for the foreseeable future.

● We have a limited property portfolio.

● Perpetua Resources faces substantial competition within the mining industry from other mineral companies with much greater financial and technical resources and Perpetua Resources may not be able to effectively compete.

● We are subject to extensive environmental laws and regulations, where compliance failure may impact our operations.

● Our operations, including permitting, currently are and in the future may be subject to legal challenges, which could result in adverse impacts to our business and financial condition.

● Our operations are subject to climate change risks.

● Increasing attention to ESG matters and conservation measures may adversely impact our business.

● Perpetua Resources depends on key personnel for critical management decisions and industry contacts but does not maintain key person insurance.

● Perpetua Resources does not have a full staff of technical experts and relies upon outside consultants to provide critical services.

● Certain Perpetua Resources directors and officers also serve as officers and/or directors of other mining companies, which may give rise to conflicts.

● Perpetua Resources’ business involves risks for which Perpetua Resources may not be adequately insured, if it is insured at all.

● A shortage of supplies and equipment, or the inability to obtain such supplies and equipment when needed and at expected prices, could adversely affect Perpetua Resources’ ability to operate its business.

● Resource exploration and development is a high risk, speculative business.

● Mineral exploration and development is subject to numerous industry operating hazards and risks, many of which are beyond Perpetua Resources’ control and any one of which may have an adverse effect on its financial condition and operations.

● Metal prices have fluctuated widely in the past and are expected to continue to do so in the future, which may adversely affect the amount of revenues derived from the future commercial production.

● Rising metal prices encourage mining exploration, development, and construction activity, which in the past has increased demand for and cost of contract mining services and equipment.

● Global financial markets can have a profound impact on the global economy in general and on the mining industry in particular.

● Our business could be negatively impacted by inflationary pressures, which may increase our operating costs and decrease our access to capital required to operate our business.

● Changes in U.S.

administrative policy, including the imposition of or increases in tariffs on steel and/or other raw materials, changes to existing trade agreements and any resulting changes in international trade relations, may have an adverse effect on us.

● The requirements of being a public company in the United States and Canada and maintaining a dual listing on both Nasdaq and the TSX, including compliance with the reporting requirements of the Exchange Act, the requirements of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and applicable securities laws of Canada, may strain our resources, increase our costs, and require significant management time and resources.

● For as long as we are an “emerging growth company,” or a “smaller reporting company” we will not be required to comply with certain reporting requirements that apply to some other public companies, and such reduced disclosures requirement may make our Common Shares less attractive.

● Provisions in the Company’s corporate charter documents and Canadian law could make an acquisition of the Company, which may be beneficial to its shareholders, more difficult and may prevent attempts by the shareholders to replace or remove the Company’s current management and/or limit the market price of the Common Shares.

● Because we are a corporation incorporated in British Columbia and some of our directors and officers may reside, now or in the future, in Canada, it may be difficult for investors in the United States to enforce civil liabilities against us based solely upon the federal securities laws of the United States.

Similarly, it may be difficult for Canadian investors to enforce civil liabilities against our directors and officers that reside outside of Canada.

● Perpetua Resources has no history of paying dividends, does not expect to pay dividends in the immediate future and may never pay dividends.

● Perpetua Resources will need to raise additional capital through the sale of its securities or other interests, resulting in potential for significant dilution to the existing shareholders and, if such funding is not available, Perpetua Resources’ operations would be adversely affected.

● Future sales of Perpetua Resources’ common shares into the public market by holders of Perpetua Resources options and warrants may lower the market price, which may result in losses to Perpetua Resources’ shareholders.

● Our largest shareholder has significant influence on us and may also affect the market price and liquidity of our securities.

● In the future, we may be subject to legal proceedings.

● We are subject to taxation both in Canada and the United States, and shareholders may be subject to Canadian and U.S.

withholding and certain other taxes.

● We are required to develop and maintain proper and effective internal controls over financial reporting.

We may not complete our analysis of our internal controls over financial reporting in a timely manner, or these internal controls may not be determined to be effective, which may adversely affect investor confidence in us and, as a result, the value of our common stock.

● If securities or industry analysts do not continue to publish research or reports about our business, or if they issue an adverse or misleading opinion regarding our stock, our stock price and trading volume could decline.

● System security vulnerabilities, data breaches, and cyber-attacks could compromise proprietary or otherwise sensitive information or disrupt operations, which could adversely affect Perpetua Resources’ business, reputation, operations, and stock price.

Risk Factor Discussion

Risks Related to Our Business

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We will need external financing to develop and construct the Project and to complete the permitting process.

Although the Company’s current capital resources and liquidity include up to $24.8 million in funding awarded in December 2022 under the TIA pursuant to Title III of the DPA and an additional $34.6 million conditionally awarded in February 2024, such funding is available only for the specified costs related to permitting, early restoration activities and advancing construction readiness and is not available to fund the Company’s costs pursuant to its ASAOC obligations and certain corporate expenses.

The Company’s latest liquidity forecast indicates that available cash resources are expected to be exhausted in the fourth quarter of 2024.We expect to incur other costs in the foreseeable future that are not eligible for DPA funding reimbursement and may incur unanticipated increases to costs under our ASAOC obligations as a result of inflation, fuel or labor costs or other factors.

The Company’s latest liquidity forecast indicates that available cash resources for expenses not eligible for reimbursement under the TIA (as defined below) are expected to be exhausted in the third quarter of 2025.

We expect to incur other costs in the foreseeable future that are not eligible for reimbursement under the TIA and may incur unanticipated increases to costs as a result of inflation, fuel or labor costs or other factors.

Furthermore, only approximately $10 million remained available for reimbursement under the TIA as of December 31, 2024, and costs must be incurred on or before June 16, 2025 to be eligible for reimbursement.

Once such funding is exhausted or has expired, the Company will need to seek new funding sources for expenses currently reimbursed through the TIA.

The Company continues to explore various funding opportunities, which may include the issuance of additional equity, new debt, or project specific debt;

government funding;

and/or other financing opportunities.

Although the Company entered into the Sales Agreement with respect to an ATM Offering, sales under the program are subject to certain conditions, including market conditions, and there is no assurance that the Company will be able to raise funds under the program, at acceptable share prices or at all.

If additional financing is not secured before the fourth quarter of 2024, the Company would no longer be able to meet its ongoing obligations or progress critical permitting efforts.

Our funding under the TIA is subject to certain conditions, limitations and ongoing obligations.

If we fail to satisfy these conditions, we may be unable to obtain all of the funding allocated to Perpetua Resources or may be required to disgorge such funds.

In December 2022, Perpetua Resources was awarded an undefinitized TIA of up to $24.8 million under Title III of the DPA.

On July 25, 2023, the TIA was definitized with the DOD, establishing the full not-to-exceed amount of $24.8 million.

The TIA contains customary terms and conditions for technology investment agreements, including ongoing reporting obligations.

If we fail to satisfy these conditions, we will be unable to obtain remaining funds available under the TIA and, under certain circumstances, could be required to disgorge funds already paid.

On February 12, 2024, the Corporation announced a conditional award of up to $34.6 million in additional funding under the TIA.

Full funding of the additional award is conditioned on modifying the existing TIA to expand the in-scope work for advancing permits and construction readiness and to extend the outside date to June 30, 2025.

The amendment will not change any other material terms of the definitized TIA.

The modification is anticipated to be completed in the first quarter of 2024, however, there is no assurance that the Corporation will be able to finalize the amendment on the expected timeline or at all.

Under the funding agreement, Perpetua Resources may request reimbursement for certain costs incurred related to environmental baseline data monitoring, environmental and technical studies and other activities related to advancing Perpetua’s construction readiness and permitting process for the Stibnite Gold Project until December 31, 2024.

The funds may be used only for the purposes specified in the TIA and are not available to the Corporation for general corporate purposes other than those specified.

Furthermore, the TIA contains limitations on the Corporation’s ability to share or sell certain assets, interests or technology to foreign counterparties, which may limit the Corporation’s ability to raise funding from foreign sources or capitalize on business opportunities with foreign companies.

and/or other financing or strategic opportunities.

In particular, the Company has engaged RBC Capital Markets and Endeavour Financial to assist with the evaluation of potential strategic and financing opportunities and to support the Company’s application process in connection with the U.S.

EXIM $1.8 billion Letter of Interest received in April 2024.

Any such financing or strategic transaction, or any funding commitment from U.S.

EXIM, will be subject to due diligence, the negotiation of funding terms and other conditions, and there can be no assurance of the amount, timing or nature of any such financing or strategic transaction, if any, and any such financing or strategic transaction may not be consummated at all.

Additionally, the potential costs of obtaining such financing or any strategic transaction can be significant and may put additional strains on our cash flows.

Furthermore, in May 2023 the Company entered into the Sales Agreement (as defined herein) with respect to an ATM Offering (as defined herein);

however, only $6.2 million remained available under the program as of December 31, 2024.

Sales under the program are also subject to certain conditions, including market conditions, and there is no assurance that the Company will be able to raise additional funds under the program, at acceptable stock prices or at all.

If additional financing is not secured before the third quarter of 2025, the Company would no longer be able to meet its ongoing obligations or advance construction readiness activities.

We do not currently have sufficient funds or committed financing necessary to commence construction of the Project, and we may be unable to raise the necessary funds.

Based on the updated schedule published by the USFS in January 2024, the Company anticipates that the USFS will publish a FEIS and a DROD in the second quarter of 2024 and a Final ROD in the fourth quarter of 2024.

We have commenced pre-construction engineering and other preparations and, if the DROD and ROD are received on the anticipated schedule, we would seek to commence construction in 2025.

According to the TRS, as of December 31, 2020, the total initial capital cost estimate for the Project was approximately $1,263 million.

Although we have not updated our capital cost estimates as of December 31, 2023, based on significant inflation and increased financing costs since 2020, we expect the actual cost estimates to be higher than the 2020 estimate.

These cost estimates may change materially due to inflation, competition or other unforeseen challenges at the Project site.

We have commenced pre-construction engineering and other preparations with the goal of commencing construction of the Project in 2025.

According to the Financial Update, as of December 31, 2024, the total initial capital cost estimate for the Project was approximately $2,215 million.

We do not currently have sufficient funds or committed financing to commence construction of the Project.

Our ability to obtain sufficient funds or committed financing may be impacted by various factors, including, but not limited to, our ability to raise additional funds at acceptable rates or at all;

Our ability to obtain sufficient funds or committed financing on acceptable terms, or at all, may be impacted by various factors, including, but not limited to, unfavorable market conditions or commodity pricing;

unfavorable interest rates;

regulatory uncertainty;

the incurrence of additional debt, which may be subject to certain restrictive covenants;

restrictions on our use of government funding (see Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations – Department of Defense Funding );

dilution resulting from additional equity financing (see Item 1A.

Risk Factors – Global financial markets can have a profound impact on the global economy in general and on the mining industry in particular );

our ability to control certain property as a result of our entry into joint ventures or other similar arrangements;

and the loss of certain economic benefits of our property as a result of our entry into royalty agreements.

restrictions on our use of government funding and permitting delays or challenges to our existing permits.

The cost and terms of such financing, if obtained, may significantly reduce the expected benefits from development of the Project and/or render such development uneconomic, including by imposing restrictive covenants;

limiting our ability to control certain property or development decisions as a result of our entry into joint ventures or other similar arrangements;

the loss of certain economic benefits of our property as a result of our entry into royalty or similar agreements;

or dilution to existing shareholders resulting from additional equity financing.

Our failure to obtain sufficient financing could result in the delay or indefinite postponement of exploration, permitting, development, construction, or production at the Project.

The cost and terms of such financing may significantly reduce the expected benefits from development of the Project and/or render such development uneconomic.

There can be no assurance that additional capital or other types of financing will be available when needed or that, if available, the terms of such financing will be favorable.

Our failure to obtain financing could have a material adverse effect on our growth strategy and results of operations and financial condition.

Perpetua Resources does not have a full staff of technical people and relies upon outside consultants to provide critical services.

Perpetua Resources has a relatively small staff and depends upon its ability to hire consultants with the appropriate background and expertise.

Perpetua Resources’ inability to hire the appropriate consultants at the appropriate time could adversely impact Perpetua Resources’ ability to advance its exploration and permitting activities.

For example, Perpetua Resources will need to hire additional staff and consultants in order to commence construction of the Project.

See section Item 1A, Risk Factors - Perpetua Resources faces substantial competition within the mining industry from other mineral companies with much greater financial and technical resources and Perpetua Resources may not be able to effectively compete.

Funding under the U.S.

EXIM letter of interest is subject to an application and diligence process, and the amount and timing of such funding, if any, is uncertain and subject to conditions outside the Company’s control.

On April 8, 2024, the Company announced that it received a non-binding and conditional Letter of Interest from the Export-Import Bank of the United States (“U.S.

EXIM”) for potential debt financing of up to $1.8 billion through U.S.

EXIM’s “Make More in America” and “China and Transformational Exports Program” initiatives.

The Company expects to submit a formal application to U.S.

EXIM in the second quarter of 2025.

Upon receipt of an application for financing, U.S.

EXIM will conduct the due diligence necessary

to determine if a final commitment may be issued.

Any final commitment will be dependent on meeting U.S.

EXIM’s underwriting criteria, authorization process, finalization and satisfaction of terms and conditions.

All final commitments must comply with U.S.

EXIM policies as well as program, legal and eligibility requirements.

There can be no assurance that the Company will be able to successfully satisfy any or all of such conditions.

In particular, one condition of funding is that the Company raise a certain amount of equity financing.

The Company may be unable to raise such additional financing on acceptable terms, or at all.

If such condition is satisfied through an issuance of common shares, shareholders may experience significant dilution (see Item 1A.

Risk Factors – Perpetua Resources will need to raise additional capital through the sale of its securities or other interests, resulting in potential for significant dilution to the existing shareholders and, if such funding is not available, Perpetua Resources’ operations would be adversely affected .).

The application process is controlled by U.S.

EXIM and is subject to the procedures, priorities and staffing of the agency.

As a result, the Company’s application may not be reviewed or processed on the Company’s preferred or expected timeline, and funds may not be available when needed to commence construction.

Furthermore, U.S.

EXIM funding is subject to the priorities of the federal government, which may result in changes to the amount, timing or conditions of funding.

Even if approved, the terms of any U.S.

EXIM funding may not be on acceptable terms or may be subject to conditions that the Company is unable to satisfy.

If the Company is unable to secure U.S.

EXIM financing, it may be unsuccessful in obtaining other project financing when needed or enter into strategic transactions on acceptable terms, or at all.

A strategic transaction, whether or not consummated, could have an adverse effect on our business, results of operations and financial conditions.

In 2024, the Company engaged RBC Capital Markets and Endeavour Financial to assist with the evaluation of potential strategic and financing opportunities and to support the Company’s application process in connection with the U.S.

EXIM $1.8 billion Letter of Interest received in April 2024.

The pursuit of such strategic transactions involve significant risks to the Company’s operations and financial results, whether or not such transaction is ultimately consummated.

Such risks could include:

● Diversion of management’s attention away from our business;

● Significant transaction costs, which may or may not be recovered in the future and which may be incurred even if such strategic transaction fails to close or is otherwise unsuccessful;

● Dilution of our equity interests or a decrease in the value of our common shares;

● Failure to complete such strategic transaction on expected timeframes, or at all;

● A change in control or a shareholder’s acquisition of a controlling stake in our business, which could trigger certain rights and remedies available to our contractual counterparties;

● Restrictions on our ability to raise additional capital, incur indebtedness or control decisions regarding our operations and management;

● Loss of key management personnel or employees, or the deterioration of our relationships with our employees;

● Disruption to our relationships with contract counterparties, community members, regulators and other stakeholders;

● Negative publicity or harm to our reputation;

● Legal proceedings and substantial costs associated with litigation;

● Failure to realize expected benefits of any such transaction.

The negotiation and consummation of any such financing or strategic transaction will require significant expenditures of time, attention and funds.

Additionally, we may not control decisions made pursuant to agreements relating to strategic transactions, including joint ventures, to the extent we do not have a controlling interest in the venture or are not an operator under such agreements.

The other parties to these arrangements may have economic, business, or legal interests or goals that are inconsistent with the Company’s and, therefore, decisions may be made that the Company does not believe are in its best interest.

Moreover, parties to such agreements or ventures may be unable to meet their economic or other obligations, and the Company may be required to fulfill those obligations alone.

In either case, the value of the investment and the Company’s business and financial condition may be adversely affected.

Achievement of the benefits expected from financing or strategic transactions may require us to incur significant costs and could have a material adverse effect on our business, operating results, financial condition and the price of our common shares.

In addition, the negotiation and consummation of any such transaction may require significant attention from our management team, which may detract attention from our day-to-day operations.

Any one or more of these factors or other risks could cause us not to realize the anticipated benefits of a financing or strategic transaction and could have a material adverse effect on our financial condition.

Our funding under the TIA is subject to certain conditions, limitations and ongoing obligations.

If we fail to satisfy these conditions, we may be unable to obtain all of the funding allocated to Perpetua Resources or may be required to disgorge such funds.

In December 2022, Perpetua Resources was awarded an undefinitized Technology Investment Agreement (“TIA”) of up to $24.8 million under Title III of the DPA.

On July 25, 2023, the TIA was definitized with the United States Department of Defense (the “DOD”), establishing the full, not-to-exceed amount of $24.8 million.

The TIA contains customary terms and conditions for technology investment agreements, including ongoing reporting obligations.

If we fail to satisfy these conditions, we will be unable to obtain remaining funds available under the TIA and, under certain circumstances, could be required to disgorge funds already paid.

On May 2, 2024, the TIA was modified with an additional $34.4 million in funding, bringing the total amount of the TIA to $59.2 million.

Under the TIA, Perpetua Resources may request reimbursement for certain costs incurred through June 16, 2025 related to environmental baseline data monitoring, environmental and technical studies and other activities related to advancing Perpetua’s construction readiness and permitting process for the Stibnite Gold Project, which includes reimbursement of employee wages for activities included in the scope of the TIA.

The funds may be used only for the purposes specified in the TIA and are not available to the Corporation for general corporate purposes other than those specified.

We require various permits to commence construction and operation of the Project and any future operations, and delays or a failure to obtain such permits, or a failure to comply with the terms of any such permits that we have obtained, could have a material adverse impact on us.

Our current and anticipated future operations, including further exploration and development activities and commencement of construction and operations on the Project, require permits from various United States federal, state, and local governmental authorities.

There can be no assurance that all permits that we require for the construction of mining facilities and to conduct mining operations will be obtainable on reasonable terms, or at all.

Furthermore, permitting requirements can be costly to comply with and involve extended timelines.

Permitting delays, failure to obtain such permits, or a failure to comply with the terms of any such permits that we have obtained or successful legal challenges to the issuance of permits we have obtained, could have a material adverse impact on us.

The duration and success of efforts to obtain and renew permits are contingent upon many variables not within our control.

Shortage of qualified and experienced personnel in the various levels of government could result in delays or inefficiencies.

Backlog within the permitting agencies could affect the permitting timeline of the various projects.

Other factors that could affect the permitting timeline include (i) the number of other large-scale projects currently in a more advanced stage of development which could slow down the review process and (ii) significant public response regarding the Project or any future projects the Corporation undertakes.

Additionally, to the extent that we are granted necessary permits, we may be subject to a number of Project requirements or conditions including the installation or undertaking of programs to safeguard protected species and their habitat, sites, or otherwise limit the impacts of our operations.

Previously obtained permits may be suspended or revoked for a variety of reasons.

While we strive to obtain and comply with all necessary permits and approvals, any failure to do so may have negative impacts upon our business or financial condition, such as increased delays, curtailment of our operations, increased costs, implementation of mitigation or remediation requirements, the potential for litigation or regulatory action, and damage to our reputation.

We have no history of commercially producing precious metals from our mineral properties and there can be no assurance that we will successfully establish mining operations or profitably produce precious metals.

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As a result, we are subject to all of the risks associated with establishing new mining operations and business enterprises, including, among others:

● The need to obtain necessary environmental and other governmental approvals and permits, and the timing and conditions of those approvals and permits;

● The need to obtain remaining environmental and other governmental approvals and permits, and the timing and conditions of those approvals and permits, and challenges to the issuance of such approvals and permits;

● The potential that future exploration and development of mineral claims on or near the Project site may be impacted by litigation and/or consent decrees entered into by previous owners of mineral rights;

● The availability and cost of funds to finance construction and development activities;

● The availability and cost of funds necessary to finance construction and development activities;

● The timing and cost, which can be considerable, of the construction of mining and processing facilities, as well as other related infrastructure;

● Potential opposition from Native American tribes, non-governmental organizations, environmental groups or local groups which may delay or prevent development activities;

● Potential opposition from Native American tribes, non-governmental organizations, environmental groups or local groups, which may delay or prevent permitting, development and construction activities;

● Potential increases in construction and operating costs due to changes in the cost of labor, fuel, power, materials and supplies, services, and foreign exchange rates;

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The costs, timing and complexities of mine construction and development are increased by the remote location of the Project, with additional challenges related thereto, including access, water and power supply, and other support infrastructure.

The lack of availability of such infrastructure on acceptable terms or the delay in the availability of any one or more of these items could prevent or delay development of the Project.

Cost estimates may increase significantly as more detailed engineering work and studies are completed.

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In addition, delays in the commencement of mineral production often occur.

Furthermore, a significant drop in commodity prices over a sustained period of time could render the Project not economically viable or limit our ability to maintain operations.

Accordingly, there are no assurances that our activities will result in profitable mining operations, that we will successfully establish mining operations, or that we will profitably produce precious metals at the Project.

In addition, there is no assurance that our mineral exploration activities will result in any discoveries of new ore bodies.

If further mineralization is discovered there is also no assurance that the mineralized material would be economical for commercial production.

If further mineralization is discovered, there is also no assurance that the commercial production of the mineralized material would be economical.

Discovery of mineral deposits is dependent upon a number of factors and significantly influenced by the technical skill of the exploration personnel involved.

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Most exploration projects do not result in the discovery of commercially viable mineral deposits and no assurance can be given that any particular level of recovery or Mineral Reserves will in fact be realized, or that any identified mineral deposit will ever qualify as a commercially viable deposit which can be legally and economically exploited.

Perpetua Resources’ mineral resource and mineral reserve estimates may not be indicative of the actual gold that can be mined.

Perpetua Resources’ mineral resource and mineral reserve estimates may not be indicative of the actual gold or other minerals that can be mined.

Assay results from core drilling or reverse circulation drilling can be subject to errors at the laboratory analyzing the drill samples.

In addition, reverse circulation or core drilling may lead to samples which may not be representative of the gold or other metals in the entire deposit.

In addition, reverse circulation or core drilling may lead to samples which may not be representative of the gold, antimony or other metals in the entire deposit.

Mineral resource and mineral reserve estimates are based on interpretation of available facts and extrapolation or interpolation of data and may not be representative of the actual deposit.

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The calculations of amounts of mineralized material within Mineral Resources and Mineral Reserves are estimates only.

Actual recoveries of gold and other potential by-products from Mineral Resources and Mineral Reserves may be lower than those indicated by test work.

Any material change in the quantity of mineralization, grade, tonnage or stripping ratio, or the price of gold and other potential by-products, may affect the economic viability of a mineral property.

In addition, there can be no assurance that the recoveries of gold and other potential by-products in small-scale laboratory tests will be duplicated in larger scale pilot plant tests under on-site conditions or during production.

Notwithstanding the results of any metallurgical testing or pilot plant tests for metallurgy and other factors, there remains the possibility that the ore may not react in commercial production in the same manner as it did in testing.

Actual recoveries of gold, antimony and other potential by-products from Mineral Resources and Mineral Reserves may be lower than those indicated by test work.

Any material change in the quantity of mineralization, grade, tonnage or stripping ratio, or the price of gold, antimony and other potential by-products, may affect the economic viability of a mineral property.

In addition, there can be no assurance that the recoveries of gold, antimony and other potential by-products in small-scale laboratory tests will be duplicated in larger scale pilot plant tests under on-site conditions or during production.

Notwithstanding the results of any metallurgical

testing or pilot plant tests for metallurgy and other factors, there remains the possibility that the ore may not react in commercial production in the same manner as it did in testing.

Mining and metallurgy are an inexact science and, accordingly, there always remains an element of risk that a mine may not prove to be commercially viable.

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In addition, the determination and valuation of Mineral Reserves and Mineral Resources is based on, among other things, assumed metal prices.

Market fluctuations and metal prices may render Mineral Resources and Mineral Reserves uneconomic.

Market fluctuations and metal prices may render the development or extraction of Mineral Resources and Mineral Reserves uneconomic.

Any material change in quantity of Mineral Reserves, Mineral Resources, grade, tonnage, percent extraction of those mineral reserves recoverable by underground mining techniques or stripping ratio for those Mineral Reserves recoverable by open pit mining techniques may affect the economic viability of a mining project, including the Project and any future operations in which the Corporation has a direct or indirect interest.

Any or all of these factors may lead to mineral resource and/or

mineral reserve estimates being overstated, the mineable gold that can be received from the Project being less than the mineral resource and mineral reserve estimates, and the Project not being a viable project.

If the Corporation’s mineral resource and mineral reserve estimates for the Project are not indicative of actual grades of gold and other potential by-products, Perpetua Resources will have to continue to explore for a viable deposit or cease operations.

Any or all of these factors may lead to mineral resource and/or mineral reserve estimates being overstated, the mineable gold that can be received from the Project being less than the mineral resource and mineral reserve estimates, and the Project not being a viable project.

If the Corporation’s mineral resource and mineral reserve estimates for the Project are not indicative of actual grades of gold, antimony and other potential by-products, Perpetua Resources will have to continue to explore for a viable deposit or cease operations.

Perpetua Resources faces numerous uncertainties in estimating economically recoverable mineral reserves and mineral resources, and inaccuracies in estimates could result in lower than expected revenues, higher than expected costs and decreased profitability.

Information concerning our mining properties in Item 2, Properties has been prepared in accordance with the requirements of S-K 1300.

Information concerning our mining properties in Item 2, Properties has been prepared in accordance with the requirements of Regulation S-K subpart 1300.

A mineral is economically recoverable when the price at which it can be sold exceeds the costs and expenses of mining, processing and selling the mineral.

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The mineral reserve and mineral resource estimates as to both quantity and quality are updated from time to time to reflect, among other matters, new data received.

According to the TRS, as of December 31, 2020, the total initial capital cost estimate for the Project was approximately $1,263 million.

The Corporation has not updated its capital cost estimates as of December 31, 2023, however, based on significant inflation and increased financing costs since 2020, the Corporation expects the actual cost estimates to be higher than the 2020 estimate.

These cost estimates may change materially due to inflation, competition or other unforeseen challenges at the Project site.

There are numerous uncertainties inherent in estimating quantities and qualities of minerals and costs to mine recoverable mineral reserves and mineral resources, including many factors beyond the Corporation’s control.

Estimates of mineral reserves and mineral resources necessarily depend upon a number of variable factors and assumptions, any one of which may, if incorrect, result in an estimate that varies considerably from actual results.

These factors and assumptions include, among others:

● Geologic and mining conditions, including the Corporation’s ability to access certain mineral deposits as a result of the nature of the geologic formations of the deposits or other factors, which may not be fully identified by available exploration data;

● Demand for the Corporation’s minerals;

● Geologic and mining conditions, including the Company’s ability to access certain mineral deposits as a result of the nature of the geologic formations of the deposits or other factors, which may not be fully identified by available exploration data;

● Demand for the Company’s minerals;

● Commodity prices and global market conditions, including as a result of tariffs, embargoes, conflicts or other geopolitical events;

● Contractual arrangements, operating costs and capital expenditures;

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● Mining technology and processing improvements;

● The effects of regulation by governmental agencies and adverse judicial decisions;

● The effects of regulation by governmental entities or agencies and adverse judicial decisions;

● The ability to obtain, maintain and renew all required permits;

● Employee health and safety;

● The Corporation’s ability to convert all or any part of mineral resources to economically extractable mineral reserves.

● The Company’s ability to convert all or any part of mineral resources to economically extractable mineral reserves.

As a result, actual tonnage recovered from identified mining properties and estimated revenues, expenditures and cash flows with respect to mineral reserves and mineral resources may vary materially from estimates.

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Additionally, reserve and resource estimates may be adversely affected in the future by interpretations of, or changes to, the SEC’s property disclosure requirements for mining companies.

Perpetua Resources’ title to its mineral properties and its validity may be disputed in the future by others claiming title to all or part of such properties.

The validity of mining rights may, in certain cases, be uncertain and subject to being contested.

The Company’s mining rights, claims and other land titles, particularly title to undeveloped properties, may be defective and open to being challenged by governmental authorities, local communities, and other third parties.

Perpetua Resources’ properties consist of various mining concessions in the United States that provide both mineral and surface rights.

law, the concessions may be subject to prior unregistered agreements or transfers, which may affect the validity of the Company’s ownership of such concessions.

For example, the Company does not hold surface rights on portions of six of the patented mill sites within the boundaries of the Project site.

The Company has engaged in discussions with the owner of the property to acquire those lands and holds a right of first refusal with predefined terms, but there is no certainty that a transaction will be finalized.

A claim by a third party asserting prior unregistered agreements or transfers on any of Perpetua Resources’ mineral properties, especially where commercially viable Mineral Reserves have been located, could adversely result in Perpetua Resources losing commercially viable Mineral Reserves.

Even if a claim is unsuccessful, it may potentially affect Perpetua Resources’ current activities due to the high costs of defending against such claims and its impact on senior management’s time.

If the Company loses a commercially viable Mineral Reserve, such a loss could lower Perpetua Resources’ revenues or cause it to cease operations if this Mineral Reserve represented all or a significant portion of Perpetua Resources’ operations at the time of the loss.

Certain of Perpetua Resources’ properties may be subject to the rights or the asserted rights of various community stakeholders, including federally-recognized Indian tribes.

The presence of community stakeholders may also impact the Company’s ability to explore, develop or, in potentially the future, operate its mining properties.

In certain circumstances, consultation with such stakeholders may be required and the outcome may affect the Company’s ability to explore, develop or operate its mining properties.

Certain of the Company’s mineral rights consist of unpatented mining claims.

Unpatented mining claims present unique title risks due to the potential requirements for validity under Unites States law and the opportunities for third-party challenge.

In the lawsuit filed in February 2025 in the U.S.

District Court for the District of Idaho challenging the validity of the USFS FEIS and ROD for the Project, the plaintiffs have alleged that certain of the unpatented mining claims held by Perpetua Resources are not valid under U.S.

law for certain proposed used approved in the ROD.

While the Company believes that USFS has properly determined that Perpetua Resources’ unpatented mining claims included within the proposed Project are valid under U.S.

law, there can be no assurance the Company will successfully defend against this challenge.

Perpetua Resources has a history of net losses and expects losses to continue for the foreseeable future.

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The Project has not advanced to the commercial production stage and we have no history of earnings or cash flow from operations.

We expect to continue to incur net losses unless and until such time the Project commences commercial production and generates sufficient revenues to fund continuing operations.

We expect to continue to incur net losses unless and until such time as the Project commences commercial production and generates sufficient revenues to fund continuing operations.

The development of our mineral properties to achieve production will require the commitment of substantial financial resources.

of obtaining required government permits and approvals, responding to opposition to the Project, including potential litigation, the availability and cost of financing, the participation of our partners, and the execution of any sale or joint venture agreements with strategic partners.

The amount and timing of expenditures will depend on a number of factors, including the progress of ongoing exploration and development, the results of consultants’ analyses and recommendations, the rate at which operating losses are incurred, the process of obtaining required government permits and approvals, responding to opposition to the Project, including potential litigation, the availability and cost of financing, the participation of our partners, and the execution of any sale or joint venture agreements with strategic partners.

These factors, and others, are beyond our control.

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We have a limited property portfolio.

At present, our only material mineral property is the interest that we hold through our subsidiary in the Project.

Unless we acquire or develop additional mineral properties, we will be solely dependent upon this property.

If no additional mineral properties are acquired by us, any adverse development affecting our operations and further development at the Project may have a material adverse effect on our financial condition and results of operations.

We are subject to NEPA review and may be unable to obtain or retain necessary permits which could adversely affect our operations.

Our mining and exploration development activities are subject to extensive permitting requirements which can be costly to comply with and involve extended timelines.

Specifically, we are subject to NEPA review, a federal process which is presently ongoing.

Formal review under NEPA is extensive and involves several actions, including public scoping, coordination with cooperating agencies, the release of environmental impact statements followed by public comment, potential administrative objections, and the issuance of a final record of decision.

Delays in the NEPA process, such as we are unable to timely obtain a record of decision from the United States Forest Service or fail to obtain requisite ancillary permits, may adversely impact our operations.

Previously obtained permits may be suspended or revoked for a variety of reasons.

While we strive to comply with and conclude the NEPA review process, and obtain and comply with all necessary permits and approvals, any failure to do so may have negative impacts upon our business or financial condition, such as increased delays, curtailment of our operations, increased costs, implementation of mitigation or remediation requirements, the potential for litigation or regulatory action, and damage to our reputation.

At present, our only material mineral properties are interests that we hold through our subsidiary in the Project.

Unless we acquire or develop additional mineral properties, we will be solely dependent upon these properties.

If no additional mineral properties are acquired by us, any adverse development affecting our operations and further development of the mineral properties within the Project may have a material adverse effect on our financial condition and results of operations.

Perpetua Resources faces substantial competition within the mining industry from other mineral companies with much greater financial and technical resources and Perpetua Resources may not be able to effectively compete.

The mineral resource industry is intensively competitive in all of its phases, and Perpetua Resources competes with many companies possessing much greater financial and technical research resources for the acquisition of mineral claims, leases and other mineral interests, as well as for the recruitment and retention of qualified employees and other personnel.

Competition is particularly

intense with respect to the acquisition of desirable undeveloped gold and critical mineral properties.

The principal competitive factors in the acquisition of such undeveloped properties include the staff and data necessary to identify, investigate and purchase such properties, and the financial resources necessary to acquire and develop such properties.

Competition could adversely affect the Corporation’s ability to advance the Project or to acquire suitable prospects for exploration in the future on terms it considers acceptable.

The Corporation’s competitive strength is due, in part, to having the only antimony reserves in the United States.

If additional accessible sources of antimony become available or demand is reduced, the Corporation’s ability to access funding or government support may be affected.

Increased competition could adversely affect the Corporation’s ability to attract necessary capital funding or acquire an interest in additional properties.

We are subject to extensive environmental laws and regulations, where compliance failure may impact our operations.

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EPA and analogous state agencies, have the authority to enforce compliance with these laws and regulations and the permits issued thereunder, oftentimes requiring difficult and costly response actions.

Certain environmental laws, such as CERCLA, impose strict, joint and several liability for costs required to remediate and restore sites where hazardous substances have been stored or released, including sites subject to legacy contamination.

Certain environmental laws, such as CERCLA, can impose strict, joint and several liability for costs required to remediate and restore sites where hazardous substances have been stored or released, including sites subject to legacy contamination.

We may be required to remediate contaminated properties currently owned and operated by us regardless of whether such contamination resulted from our actions or from the conduct of others.

Additionally, claims for damages to persons or property, including damages to natural resources, may result from the environmental, health, and safety impacts of our operations.

We may incur substantial costs to maintain compliance with environmental, health, and safety laws and regulations and such costs could increase if existing laws and regulations are revised or reinterpreted or if new laws or regulations become applicable to our operations.

Failure to comply with these environmental, health, and safety laws and regulations may result in the imposition of restrictions on our operations, administrative civil or criminal liabilities, injunctions, third-party property damage or personal injury claims, investigatory cleanup or other remedial obligations, or other adverse effects on our business, financial condition, or operations.

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Our mines will be inspected on a regular basis by government regulators who may issue orders and citations if they believe a violation of applicable mining health and safety laws has occurred.

In such cases, we may be subject to fines, penalties, or sanctions, and our operations temporarily shut down.

In such cases, we may be subject to fines, penalties, or sanctions, and our operations may be temporarily shut down.

Additionally, future changes in applicable laws and regulations, including more rigorous enforcement, could have an adverse impact on operations and result in increased material expenditures to achieve compliance.

Our operations, including permitting, may be subject to legal challenges which could result in adverse impacts to our business and financial condition.

Our operations, including permitting, currently are and in the future may be subject to legal challenges, which could result in adverse impacts to our business and financial condition.

Our mining, exploration, and development operations, and the permits required for such activities, may be subject to legal challenges at the international, federal, state, and local level by various parties.

Such legal challenges may allege non-compliance with laws and regulations.

For example, in August 2019, the Nez Perce Tribe filed a complaint in the United States District Court for the District of Idaho seeking to hold the Corporation responsible for alleged violations of the CWA through declaratory and injunctive relief.

Such legal challenges may allege non-compliance with laws and regulations or may seek to invalidate permits or regulatory actions regarding the Project or future projects undertaken by the Corporation.

For example, in August 2019, the Nez Perce Tribe filed a complaint in the U.S.

District Court for the District of Idaho seeking to hold the Company responsible for alleged violations of the CWA through declaratory and injunctive relief.

Following the execution of the voluntary ASAOC with the U.S.

EPA and the United States Department of Agriculture, the Corporation and the Nez Perce Tribe agreed to stay the litigation and explore alternative dispute resolution through court-ordered mediation.

The mediation effort was successful, and the Corporation and the Nez Perce Tribe filed the Settlement Agreement and Stipulation for Dismissal with the United States District Court on August 8, 2023 and the case was dismissed without prejudice on October 2, 2023.

Under the Settlement Agreement, a dismissal with full prejudice will follow after completion of our required payments.

Once we have satisfied our payment obligations under the Settlement Agreement, the parties will submit a Stipulation of Dismissal with Prejudice to the court.

Legal challenges such as described may result in adverse impacts to our planned operations such as increased defense costs, the performance of additional mitigation and remedial activities, or significant delays to our Project.

EPA and the United States Department of Agriculture, the Corporation and the Nez Perce Tribe agreed to stay the CWA litigation and explore alternative dispute resolution through court-ordered mediation.

The mediation effort was successful, and the Company and the Nez Perce Tribe filed the Settlement Agreement and Stipulation for Dismissal with the U.S.

District Court on August 8, 2023 and the case was dismissed without prejudice on October 2, 2023.

Under the settlement, a dismissal with prejudice may occur after completion of our required payments.

Once we have satisfied our payment obligations under the settlement, the Company anticipates that the parties will submit a stipulation of dismissal with prejudice to the court.

Additionally, following the USFS’ publication of the ROD and FEIS Errata authorizing the mine plan for the Project, subject to various requirements, claims were filed in the U.S.

District Court for the District of Idaho against the USFS and other federal agencies

on February 18, 2025 by a number of claimants, including Save the South Fork Salmon and the Idaho Conservation League, alleging violations of NEPA and other federal laws in the regulatory process.

Among other remedies, the claimants seek to vacate the ROD, FEIS Errata, Final Biological Opinions and Project approvals and enjoin any further implementation of the Project.

PRII has filed a motion with the court to intervene in this lawsuit.

While the Company believes the federal regulatory process was conducted thoroughly and completely by the relevant federal regulatory agencies, there can be no assurance that the ROD, FEIS, and other Project approvals will be upheld upon judicial review.

Legal challenges such as those described above and elsewhere in this Annual Report may result in adverse impacts to our planned operations such as increased defense costs (to the extent we are a party to such challenges), the performance of additional mitigation and remedial activities, or significant delays to our Project.

We may also be subject to more localized opposition, including efforts by environmental groups, which could attract negative publicity or have an adverse impact on our reputation.

Additionally, our Project is located in a district with significant impacts from legacy mining operations prior to our acquisition of and tenure at the sites.

Pursuant to CERCLA, we may be subject to liability and remediation responsibilities as current owners of certain areas of the sites under applicable law, consent decrees or similar agreements.

Additionally, our Project is located in a mining district with significant impacts from legacy mining operations prior to our acquisition of and legal interests in certain properties.

Pursuant to CERCLA and other statutes, we may be subject to liability and remediation responsibilities with respect to these sites under applicable law, consent decrees or similar agreements.

Our operations are subject to climate change risks.

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Furthermore, we could be criticized by various anti-ESG stakeholders for the scope of our ESG-related goals or policies, our strategic choices regarding ESG matters as they may impact our operations now or in the future, or for any revisions to the same, as well as initiatives we may pursue or any public statements we may make.

We could be subjected to negative responses by governmental actors (such as anti-ESG legislation or retaliatory legislative or administrative treatment) or

consumers (such as boycotts or negative publicity campaigns), which could adversely affect our reputation, business, financial performance, market access and growth.

We could be subjected to negative responses by governmental actors (such as anti-ESG legislation or retaliatory legislative or administrative treatment) or consumers (such as boycotts or negative publicity campaigns), which could adversely affect our reputation, business, financial performance, market access and growth.

Some capital markets participants are increasingly using certain components of ESG as a factor in their assessments, which could impact our cost of capital or access to financing.

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There has also been an increase in third-party providers of company ESG ratings and rankings, and an increase in ESG-focused voting policies among proxy advisory firms, portfolio managers, and institutional investors.

For example, organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters.

organizations that provide information to investors on corporate governance and related matters have developed ratings processes for evaluating companies on their approach to ESG matters.

Currently, there are no universal standards for such ratings, rankings and voting policies, they often differ based on the provider and the data they prioritize and they are continually changing.

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Additionally, to the extent ESG matters negatively impact our reputation, we may not be able to compete as effectively to recruit or retain employees, which may adversely impact our business.

Furthermore, there has recently been backlash from certain governments and investors against ESG funds and investment practices has resulted in increased scrutiny and withdrawals from such funds.

Furthermore, there has recently been backlash from certain governments and investors against ESG funds and investment practices that has resulted in increased scrutiny and withdrawals from such funds.

Such backlash has also resulted in “anti-ESG” focused activism and investment funds, which may result in additional strains on our resources.

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Our reputation, as well as our stakeholder relationships, could be adversely impacted as a result of, among other things, any failure to meet our ESG plans or targets or stakeholder perceptions of statements made by us, our employees and executives, agents, or other third parties or public pressure from investors or policy groups to change our policies.

Furthermore, public statements with respect to ESG matters—for example, emission reduction goals, other environmental targets, or other commitments addressing certain social issues—are becoming increasingly subject to heightened scrutiny from public and governmental authorities related to the risk of potential “greenwashing,” i.e.

, misleading information or false claims overstating potential ESG benefits.

We may face increased litigation risk from private parties and governmental authorities related to our ESG efforts.

Additionally, any such alleged claims of greenwashing against us or others in our industry could lead to negative sentiment and the diversion of investment.

We may face increased litigation risk from private parties and governmental authorities related to our ESG efforts, including the perception that we are doing too much or too little on ESG issues.

Additionally, any alleged claims of greenwashing against us or others in our industry could lead to negative sentiment and the diversion of investment.

To the extent that we are unable to respond timely and appropriately to any negative publicity, our reputation could be harmed.

Damage to our overall reputation could have a negative impact on our financial results and require additional resources to rebuild our reputation.

Perpetua Resources’ title to its mineral properties and its validity may be disputed in the future by others claiming title to all or part of such properties.

The validity of mining rights may, in certain cases, be uncertain and subject to being contested.

The Corporation’s mining rights, claims and other land titles, particularly title to undeveloped properties, may be defective and open to being challenged by governmental authorities and local communities.

Perpetua Resources’ properties consist of various mining concessions in the United States.

law, the concessions may be subject to prior unregistered agreements or transfers, which may affect the validity of the Corporation’s ownership of such concessions.

A claim by a third party asserting prior unregistered agreements or transfer on any of Perpetua Resources’ mineral properties, especially where commercially viable Mineral Reserves have been located, could adversely result in Perpetua Resources losing commercially viable Mineral Reserves.

If the Corporation loses a commercially viable Mineral Reserve, such a loss could lower Perpetua Resources’ revenues or cause it to cease operations if this Mineral Reserve represented all or a significant portion of Perpetua Resources’ operations at the time of the loss.

Certain of Perpetua Resources’ properties may be subject to the rights or the asserted rights of various community stakeholders, including federally-recognized tribes.

The presence of community stakeholders may also impact on the Corporation’s ability to explore,

develop or, in potentially the future, operate its mining properties.

In certain circumstances, consultation with such stakeholders may be required and the outcome may affect the Corporation’s ability to explore, develop or operate its mining properties.

Certain of the Corporation’s mineral rights consist of unpatented mining claims.

Unpatented mining claims present unique title risks due to the rules for validity and the opportunities for third-party challenge.

These claims are also subject to legal uncertainty.

The mineral resource industry is intensively competitive in all of its phases, and Perpetua Resources competes with many companies possessing much greater financial and technical research resources.

Competition is particularly intense with respect to the acquisition of desirable undeveloped gold properties.

Competition could adversely affect the Corporation’s ability to advance the Project or to acquire suitable prospects for exploration in the future on terms it considers acceptable.

Increased competition could adversely affect the Corporation’s ability to attract necessary capital funding or acquire an interest in additional properties.

Perpetua Resources depends on key personnel for critical management decisions and industry contacts but does not maintain key person insurance.

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Perpetua Resources does not maintain key person insurance in the event of a loss of any such key personnel.

Perpetua Resources does not have a full staff of technical experts and relies upon outside consultants to provide critical services.

Perpetua Resources has a relatively small staff and depends upon its ability to hire consultants with the appropriate background and expertise.

Perpetua Resources’ inability to hire the appropriate consultants at the appropriate time could adversely impact Perpetua Resources’ ability to advance its exploration and permitting activities.

For example, Perpetua Resources will need to hire additional staff and consultants in order to commence construction of the Project.

See Item 1A, Risk Factors - Perpetua Resources faces substantial competition within the mining industry from other mineral companies with much greater financial and technical resources and Perpetua Resources may not be able to effectively compete.

Certain Perpetua Resources directors and officers also serve as officers and/or directors of other mining companies, which may give rise to conflicts.

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Resource exploration and development also involves a high degree of risk, which even a combination of experience, knowledge and careful evaluation may not be able to adequately mitigate.

Few properties that are explored are ultimately developed into producing mines, and there is no assurance that commercial quantities of ore will be discovered on any of the Corporation’s exploration properties.

Few properties that are explored are ultimately developed into producing mines, and there is no assurance that commercial quantities of ore will be discovered on any of the Company’s exploration properties.

There is also no assurance that, even if commercial quantities of ore are discovered, a mineral property will be brought into commercial production, or if brought into production, that it will be profitable.

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Some ore reserves may become unprofitable to develop if there are unfavourable long-term market price fluctuations in gold or other metals, or if there are significant increases in operating or capital costs.

Most of the above factors are beyond the Corporation’s control, and it is difficult to ensure that the exploration or development programs proposed by Perpetua Resources will result in a profitable commercial mining operation.

Please also see, among other things, the risk factor found under the subheading “Perpetua Resources’ future exploration and development efforts may be unsuccessful” below.

Most of the above factors are beyond the Company’s control, and it is difficult to ensure that the exploration or development programs proposed by Perpetua Resources will result in a profitable commercial mining operation.

Please also see, among other things, section Item 1A, Risk Factors - Perpetua Resources’ future exploration and development efforts may be unsuccessful above.

Mineral exploration and development is subject to numerous industry operating hazards and risks, many of which are beyond Perpetua Resources’ control and any one of which may have an adverse effect on its financial condition and operations.

The Project, and any future operations in which Perpetua Resources has a direct or indirect interest, will be subject to all the hazards and risks normally incidental to resource companies and mining in general.

Environmental hazards, unusual or unexpected geological operating conditions, such as rock bursts, structural cave-ins and landslides, fires, earthquakes and flooding, power outages, labor disruptions, industrial accidents such as explosions, unexpected mining dilution, metallurgical and other processing issues, metal losses and periodic interruptions due to inclement or hazardous weather conditions, and the inability to obtain suitable or adequate machinery, equipment or labor, are some of the industry operating risks involved in the conduct of exploration programs and the operation of mines.

If any of these events were to occur, they could cause injury or loss of life, environmental damage, operational delays, monetary losses and/or severe damage to or destruction of mineral properties, production facilities or other properties.

losses and periodic interruptions due to inclement or hazardous weather conditions, and the inability to obtain suitable or adequate machinery, equipment or labor, are some of the industry operating risks involved in the conduct of exploration programs and the operation of mines.

If any of these events were to occur, they could cause injury or loss of life, environmental damage, operational delays, cost overruns or other monetary losses and/or severe damage to or destruction of mineral properties, production facilities or other properties.

As a result, Perpetua Resources could be the subject of a regulatory investigation, potentially leading to penalties and suspension of operations.

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A reduction in the price of gold, silver, antimony or other potential by-products may prevent the Project from being economically mined or result in the write-off of assets whose value is impaired as a result of low precious metals prices.

Future revenues, if any, are expected to be in large part derived from the future mining and sale of gold and other potential by-products or interests related thereto.

Future revenues, if any, are expected to be in large part derived from the future mining and sale of gold, antimony and other potential by-products or interests related thereto.

The prices of these commodities fluctuate and are affected by numerous factors beyond Perpetua Resources’ control, including, among others:

● International economic and political conditions;

● Domestic and international economic and political conditions, including tariffs, embargoes and similar actions;

● Central bank purchases and sales;

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Some credible industry experts are predicting that gold will continue to increase in price during 2025 and the next several years.

However, other credible industry experts expect that the price of gold has generally peaked during the recent pandemic and resulting economic crisis, and that as economies slowly recover over the next few years, the price of gold will decrease and be worth much less per ounce than it is today.

However, other credible industry experts expect that the price of gold has generally peaked and be worth much less per ounce than it is today.

Furthermore, the Corporation’s cost estimates for the Project are driven, in part, by current and anticipated elevated pricing of antimony as a by-product credit.

If antimony prices fall due to the availability of new sources of antimony or other conditions that result in a sustained drop in the price of antimony, the Company’s operating costs could materially increase.

Rising metal prices encourage mining exploration, development, and construction activity, which in the past has increased demand for and cost of contract mining services and equipment.

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Many industries, including the precious metal mining industry, are impacted by global market conditions.

Some of the key impacts of financial market turmoil can include contraction in credit markets resulting in a widening of credit risk, devaluations and

high volatility in global and specifically mining equity markets, commodity, foreign exchange and precious metal markets, and a lack of market liquidity.

A slowdown in the financial markets or other economic conditions, including but not limited to, reduced consumer spending, increased unemployment rates, deteriorating business conditions, inflation, deflation, volatile fuel and energy costs, increased consumer debt levels, lack of available credit, lack of future financing, a prolonged recession, changes in interest rates and tax rates may adversely affect the Corporation’s growth and profitability potential.

Some of the key impacts of financial market turmoil can include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in global and specifically mining equity markets, commodity, foreign exchange and precious metal markets, and a lack of market liquidity.

A slowdown in the financial markets or other economic conditions, including but not limited to, reduced consumer spending, increased unemployment rates, deteriorating business conditions, inflation, deflation, volatile fuel and energy costs, increased consumer debt levels, lack of available credit, lack of future financing, a prolonged recession, the implementation of certain tariffs, changes in interest rates and tax rates may adversely affect the Corporation’s growth and profitability potential.

Specifically:

● A global credit/liquidity crisis, or a significant increase in interest rates, could impact the cost and availability of financing and Perpetua Resources’ overall liquidity;

● The volatility of gold and other potential by-product prices may impact Perpetua Resources’ future revenues, profits and cash flow;

● A global credit/liquidity crisis, geopolitical tensions, regulatory uncertainty, or a significant increase in interest rates, could impact the cost and availability of financing and Perpetua Resources’ overall liquidity;

● The volatility of gold, antimony and other potential by-product prices may impact Perpetua Resources’ future revenues, profits and cash flow;

● Volatile energy prices, commodity and consumables prices and currency exchange rates impact potential production costs;

● The implementation of certain tariffs may cause volatility in pricing and demand for materials needed to conduct exploration, development and construction activities, which could result in cost over-runs and impact our financial condition and results of operations;

● The devaluation and volatility of global stock markets impacts the valuation of the Corporation’s equity securities, which may impact its ability to raise funds through the issuance of equity.

Longstanding legal certainty about aspects of the 1872 Mining Law is being challenged in Federal Court.

A changing legal environment and court rulings related to the use of unpatented lode mining claims now being reviewed in federal courts may cause the Corporation to make modifications to its current claims management program and strategy.

On July 31, 2019, the U.S.

District Court for the District of Arizona issued a decision vacating the Forest Service’s approval of the plan of operations for the proposed Rosemont Mine.

See Center for Biological Diversity et al.

United States Fish and Wildlife Service et al .

(the “ Rosemont ” case).

The District Court found that the Forest Service erred when it applied its surface management regulations to approve the proposed mine’s tailings storage facility and waste rock dumps on National Forest lands.

According to the District Court, the agency should have considered those facilities under its special use permit regulations.

The Forest Service made that error, according to the court, because it did not confirm under the Mining Law that the unpatented mining claims under the ancillary facilities were “valid,” as defined by the court.

The outcome of the District Court’s reasoning is that only activities on “valid” claims are regulated under the Forest Service mining regulations, and ancillary facilities require a special use permit.

The decision was appealed and on May 12, 2022, a split Ninth Circuit panel remanded the case back to the Forest Service for such further proceedings as it deems appropriate, including application of 36 CFR 228 subpart A to Rosemont’s plan of operation, guided by the Court’s ruling that Section 612 of the Surface Resources and Multiple Use Act of 1955 grants no rights beyond those granted by the 1872 Mining Law.

The majority opinion expressly refrained from further interpretation regarding application of the 36 CFR 228A, 36 CFR 251 or other Forest Service regulations in advance of the Forest Service further considering and developing the project record regarding the specifics of the Rosemont plan of operations.

In December 2022, the Rosemont defendant announced it would not appeal the Ninth Circuit’s decision.

The Corporation closely followed the Rosemont proceedings and is following other Mining Law litigation currently pending in the United States Court of Appeals for the District of Columbia.

During the pendency of the Rosemont proceedings, the Corporation directed a thorough analysis of its claims management program to support the Project Plan of Restoration and Operations.

Notwithstanding that neither the validity of the 36 CFR 228 subpart A regulations was challenged in the Rosemont case nor their application to approval of the Rosemont plan of operations were reviewed by the federal courts, the Corporation’s claims management program and strategy was adjusted during the years ended December 31, 2022 and December 31, 2023 relinquishing 53 of the Corporation’s unpatented lode mining claims and re-staking with 205 unpatented mill sites over areas non-mineral in character and suitable for mill sites should a development decision be made.

Our business could be negatively impacted by inflationary pressures, which may increase our operating costs and decrease our access to capital required to operate our business.

inflation rate steadily rose in 2021 and into 2022 before eventually declining modestly throughout 2023 and 2024.

A sustained increase in inflation may continue to increase our costs for labor, services, and materials, which, in turn, could cause our operating costs and capital expenditures to increase materially and may have an adverse effect on our results of operations and financial condition.

Additionally, the Federal Reserve and other central banks have implemented policies in an effort to curb inflationary pressure on the costs of goods and services across the U.S., including the significant increases in prevailing interest rates that occurred during 2022 and 2023 as a result of an increase in the federal funds rate, and the associated macroeconomic impact on slowdown in economic growth could negatively impact our business.

While the Federal Reserve reduced benchmark interest rates in late 2024, the continuation of rates at the current level could have the effects of raising the cost of capital and depressing economic growth, either of which—or the combination thereof—could hurt the financial and operating results of our business.

Changes in U.S.

Recently, the Trump Administration announced plans to implement or increase tariffs, and on February 10, 2025 confirmed extension of 25 percent import tariffs on steel globally to go into effect on March 12, 2025.

The ultimate impact of this tariff is unknown

at this time.

Additionally, ongoing changes in U.S.

and foreign government trade policies, including potential modifications to existing trade agreements and further restrictions on free trade, could introduce additional uncertainty.

Any escalation of trade tensions, additional tariffs, retaliatory measures by foreign governments or shifts in U.S.

or international trade policies could increase the cost and availability of the raw materials and equipment necessary for the exploration, development, and potential construction of the Project.

Risks Related to Our Common Shares

The requirements of being a public company in the United States and Canada and maintaining a dual listing on both Nasdaq and the TSX, including compliance with the reporting requirements of the Exchange Act, the requirements of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and applicable securities laws of Canada, may strain our resources, increase our costs, and require significant management time and resources.

not otherwise required to comply as a public company in Canada listed on the Toronto Stock Exchange (the “TSX”).

As a public company in the United States, we need to comply with federal and state laws, regulations and requirements, certain corporate governance provisions of Sarbanes-Oxley, related regulations of the SEC and the requirements of Nasdaq, with which we are not otherwise required to comply as a public company in Canada listed on the Toronto Stock Exchange (the “TSX”).

These additional requirements may strain our resources, increase our costs and require significant management time and resources.

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federal securities laws, in addition to applicable securities laws of Canada.

Shareholder activism, the current political environment and the current high level of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which could then result in additional compliance costs and affect the manner in which we operate our business.

Shareholder activism, the current political environment and the current high level of government intervention and regulatory reform may lead to substantial new, or significant changes to existing, regulations and disclosure obligations, which could then result in additional compliance costs and affect the manner in which we operate our business.

Moreover, any new regulations or disclosure obligations may increase our legal and financial compliance costs and may make some activities more time-consuming and costly.

Furthermore, while we generally must comply with Section 404 of Sarbanes-Oxley for our fiscal year ended December 31, 2024, we are not required to have our independent registered public accounting firm attest to the effectiveness of our internal controls over financial reporting until our first annual report subsequent to our ceasing to be an “emerging growth company” within the meaning of the Exchange Act.

Once it is required to do so, our independent registered public accounting firm may issue a report that is adverse in the event the independent registered public accounting firm concludes that there is one or more material weaknesses in the effectiveness of our internal control over financial reporting.

Once we are required to do so, our independent registered public accounting firm may issue a report that is adverse in the event the independent registered public accounting firm concludes that there is one or more material weaknesses in the effectiveness of our internal control over financial reporting.

Compliance with these requirements may strain our resources, increase our costs and use significant management time and resources, and we may be unable to comply with these requirements in a timely or cost-effective manner.

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are exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness of internal control over financial reporting;

and have certain other decreased disclosure obligations in their SEC filings, including, among other things,

only being required to provide two years of audited financial statements in annual reports.

and have certain other decreased disclosure obligations in their SEC filings, including, among other things, only being required to provide two years of audited financial statements in annual reports.

Decreased disclosures in our SEC filings due to our status as an “emerging growth company” or “smaller reporting company” may make it harder for investors to analyze the Company’s results of operations and financial prospects.

Because of these disclosure exemptions, some investors may find our common shares less attractive, which may result in a less active trading market for our common shares, and our share price may be more volatile.

Provisions in the Company’s corporate charter documents and Canadian law could make an acquisition of the Company, which may be beneficial to its shareholders, more difficult and may prevent attempts by the shareholders to replace or remove the Company’s current management and/or limit the market price of the Common Shares.

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Perpetua Resources expects that it will need to continue its reliance on the sale of its securities for future financing, including that required to complete the permitting process or begin construction, resulting in dilution to existing shareholders.

Additionally, Perpetua Resources may issue additional equity securities to finance its operations, exploration, development, construction, or other projects.

Perpetua cannot predict the size of future sales and issuances of equity securities or the effect, if any, that future sales and issuances of equity securities will have on the market price of the common shares.

Sales or issuances of a substantial number of equity securities, or the perception that such sales could occur, may adversely affect prevailing market prices for the common shares.

With any additional sale or issuance of equity securities, investors will suffer dilution of their voting power and may experience dilution in earnings per share.

Future sales of Perpetua Resources’ common shares into the public market by holders of Perpetua Resources options and warrants may lower the market price, which may result in losses to Perpetua Resources’ shareholders.

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and (iii) affect the market price and liquidity of the common shares.

Pursuant to the terms of the investor rights agreement dated March 17, 2016, as amended and restated on March 17, 2020, Paulson has the right to designate two Board members so long as Paulson holds not less than 20% of our common shares and the right to designate one Board member so long as Paulson holds not less than 10% of our common shares.

not less than 10% of our common shares.

Andrew Cole and Marcelo Kim are Paulson’s nominees to the Board and Marcelo Kim was appointed Chairman of our Board in March of 2020.

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The perception among the public that these sales will occur could also contribute to a decline in the market price of our common shares.

In the future, we may be subject to legal proceedings.

Due to the nature of our business and our status as a publicly traded company, we may be subject to numerous regulatory investigations, claims, lawsuits and other proceedings, including proceedings related to claims brought pursuant to federal securities laws, in the ordinary course of our business.

The results of these legal proceedings cannot be predicted with certainty due to the uncertainty inherent in litigation, including the effects of discovery of new evidence or advancement of new legal theories, the difficulty of predicting decisions of judges and juries and the possibility that decisions may be reversed on appeal.

There can be no assurances that these matters will not have a material adverse effect on our business.

We are subject to taxation both in Canada and the United States, and shareholders may be subject to Canadian and U.S.

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withholding tax.

Shareholders who are residents of Canada (for purposes of the Income Tax Act (Canada)) may not qualify for a

reduced rate of withholding tax under the United States-Canada income tax treaty.

Shareholders who are residents of Canada (for purposes of the Income Tax Act (Canada)) may not qualify for a reduced rate of withholding tax under the United States-Canada income tax treaty.

In addition, a foreign tax credit or a deduction in respect of any U.S.

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System security vulnerabilities, data breaches, and cyber-attacks could compromise proprietary or otherwise sensitive information or disrupt operations, which could adversely affect Perpetua Resources’ business, reputation, operations, and stock price.

Information systems and other technologies, including those related to the Corporation’s financial and operational management, and its technical and environmental data, are an integral part of the Corporation’s business activities.

Information systems and other technologies, including those related to the Company’s financial and operational management, and its technical and environmental data, are an integral part of the Company’s business activities.

Network and information systems related events, such as phishing attacks, computer hacking, cyber-attacks, computer viruses, worms or other destructive or disruptive software, process breakdowns, denial of service attacks, lost or misplaced data, programming errors, scams, burglary, human error, misdirected wire transfers, other malicious activities or any combination of the foregoing.

We may also be adversely affected by power outages, natural disasters, terrorist attacks, or other similar events which could result in damages to the Corporation’s property, equipment and data.

We may also be adversely affected by power outages, natural disasters, terrorist attacks, or other similar events which could result in damages to the Company’s property, equipment and data.

These events also could result in significant expenditures to repair or replace damaged property or information systems and/or to protect them from similar events in the future.

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, highly realistic synthetic media generated by artificial intelligence), attempts to gain unauthorized access to data, and other electronic security breaches that could lead to disruptions in critical systems, unauthorized release of confidential or otherwise protected information and corruption of data.

The Corporation may be unable to anticipate, detect or prevent future attacks, particularly as the methodologies used by attackers change frequently or are not recognizable until deployed.

The Company may be unable to anticipate, detect or prevent future attacks, particularly as the methodologies used by attackers change frequently or are not recognizable

until deployed.

We may also be unable to investigate or remediate incidents as attackers are increasingly using techniques and tools designed to circumvent controls, to avoid detection, and to remove or obfuscate forensic evidence.

Furthermore, any security breaches such as misappropriation, misuse, leakage, falsification, accidental release or loss of information contained in the Corporation’s information technology systems including personnel and other data that could damage its reputation, trigger reporting or other requirements under material contracts and require the Corporation to expend significant capital and other resources to remedy any such security breach.

Insurance held by the Corporation may mitigate losses, however, in any such events or security breaches, such insurance coverage may not be sufficient to cover any consequent losses or otherwise adequately compensate the Corporation for any disruptions to its business that may result, including loss or disruption of a material contract resulting from such breach.

Furthermore, any security breaches such as misappropriation, misuse, leakage, falsification, accidental release or loss of information contained in the Company’s information technology systems including personnel and other data that could damage its reputation, trigger reporting or other requirements under material contracts and require the Company to expend significant capital and other resources to remedy any such security breach.

Insurance held by the Company may mitigate losses, however, in any such events or security breaches, such insurance coverage may not be sufficient to cover any consequent losses or otherwise adequately compensate the Company for any disruptions to its business that may result, including loss or disruption of a material contract resulting from such breach.

Insurance coverage may also be entirely unavailable.

The occurrence of any such events or security breaches could have a material adverse effect on the business of the Corporation.

The occurrence of any such events or security breaches could have a material adverse effect on the business of the Company.

In particular, a cybersecurity incident resulting in a security breach or failure to identify a security threat could disrupt our business and could result in the loss of sensitive, confidential information or other assets, as well as an inability to complete transactions, litigation including individual claims or class actions, regulatory enforcement, violation of privacy or securities laws and regulations, and remediation costs, all of which could materially impact our reputation, operations, or financial performance.

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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 1A. Risk Factors