What changed in this filing

/stocks — the workspaceLOADING

Item 2. Properties

2025-03-19 compared with 2024-03-26 · 276 added, 152 removed, 266 unchanged (62% of the section changed)

Summary Disclosure

The Corporation has only one material mining property, the Stibnite Gold Project, a formerly abandoned, brownfield mine site in rural Idaho, USA.

The Company has only one material mining property, the Stibnite Gold Project, a formerly abandoned, brownfield mine site in rural Idaho, USA.

We hold the Stibnite Gold Project through our wholly owned subsidiary Idaho Gold Resources Company, LLC.

The Project consists of mining the Yellow Pine, Hangar Flats and West End deposits using conventional open pit methods, conventional processing methods to extract gold, silver and antimony, and on-site production of gold (“Au”) and silver (“Ag”) doré and an antimony (“Sb”) concentrate.

The Project also entails an extensive reclamation and restoration program for historical legacy impacts to the site including the recovery and reprocessing of historical tailings, restoration of fish passage during and after operations, relocation of historical mining wastes to engineered storage facilities, stream restoration, and reforestation of impacted areas.

Some environmental work is currently in process under the ASAOC.

This work is designed to improve water quality on the Project site and is expected to be completed prior to the Project’s planned reclamation and restoration activities.

The Corporation’s plans for decommissioning the site include progressive and concurrent remediation, reclamation, and restoration activities, beginning at the start of construction and continuing beyond the operations phase, through Project reclamation and closure.

We are currently undertaking an extensive permitting process for redevelopment and restoration of the Project.

On January 3, 2025, the USFS issued the ROD approving the Modified Mine Plan for the Project.

With receipt of the ROD, the Company is currently focused on advancing the Project towards a construction decision, including finalizing the remaining federal and state permits and securing project financing.

The Modified Mine Plan, approved by the USFS in the ROD, contemplates mining the Yellow Pine, Hangar Flats and West End Deposits using conventional open pit methods, conventional processing methods to extract gold, silver and antimony, and on-site production of gold (“Au”) and silver (“Ag”) doré and an antimony (“Sb”) concentrate.

Additionally, the USFS-approved Modified Mine Plan provides for an extensive reclamation and restoration program for certain historical legacy impacts to the site including the recovery and reprocessing of historical tailings, restoration of fish passage during and after operations, relocation of historical mining wastes to engineered storage facilities, stream restoration, and reforestation of impacted areas.

Some environmental work has been completed under the ASAOC, which is designed to improve water quality on the Project site.

Approvals from the U.S.

EPA and USDA may be required with respect to environmental work at the Site, including both activities pursuant to the mine plan approved in the ROD and work not currently included in the Project.

The Modified Mine Plan, approved by the USFS in the ROD, includes plans for decommissioning the site include progressive and concurrent remediation, reclamation, and restoration activities, beginning at the start of construction and continuing beyond the operations phase, through Project reclamation and closure.

Technical Report Summary

The disclosures in this Item 2, Properties regarding Perpetua Resources’ 100% interest in the Stibnite Gold Project have been prepared in accordance with the mining property disclosure rules specified in S-K 1300.

Except for subsequent events or as otherwise noted, the disclosure in this Annual Report on Form 10-K of a scientific or technical nature for the Stibnite Gold Project is derived from, and in some instances is an extract from, the Technical Report Summary, dated as of December 31, 2021, and amended as of June 6, 2022, which is included as Exhibit 96.1 of this Annual Report on Form 10-K.

There are no material changes to the information presented in the TRS.

The TRS summarizes, as of December 31, 2021, in accordance with the mining property disclosure rules specified in S-K 1300, the information presented in the technical report titled “Stibnite Gold Project, Feasibility Study Technical Report, Valley County, Idaho” dated effective December 22, 2020 and issued January 27, 2021, which was prepared in accordance with mining property disclosure standards set forth in NI 43-101.

The TRS was filed by the Company on Form 8-K on EDGAR on June 8, 2022.

The 2020 Feasibility Study was filed on SEDAR on January 28, 2021.

You should read the TRS as part of your review of the information in this Item 2.

Certain capitalized terms in this section not otherwise defined have the meanings ascribed to them in the TRS.

Information of a scientific or technical nature in this Annual Report has been approved by Christopher Dail, AIPG CPG #10596, Exploration Manager for Perpetua Resources Idaho, Inc.

Except for subsequent events or as otherwise

noted, the disclosure in this Annual Report on Form 10-K of a scientific or technical nature for the Stibnite Gold Project is derived from, and in some instances is an extract from, the Technical Report Summary, dated as of December 31, 2021, and amended as of June 6, 2022 (the “Technical Report Summary” or “TRS”).

The TRS was filed by the Company on Form 8-K on EDGAR on June 8, 2022, and is included as Exhibit 96.1 of this Annual Report on Form 10-K.

The 2020 Feasibility Study was filed on SEDAR on January 28, 2021 and is available on the Corporation’s website.

The 2020 Feasibility Study is not incorporated by reference herein.

On February 13, 2025, the Corporation released an updated cash flow model for the Project, which is included as Exhibit 99.1 of this Annual Report on Form 10-K (the “Financial Update”) and incorporated by reference herein.

The Financial Update was prepared by the Company and is based, in part, on the basic engineering work completed by Ausenco Engineering USA South Inc.

(“Ausenco”), and with contributions from other mining engineers and consultants, utilities and financial advisors.

It is intended to be read as a supplemental financial update to the cash flow forecast included in the TRS.

The Financial Update, using the scientific and technical information presented in the TRS, reflects the progression of the Project plan to a Basic Engineering level and applies fourth quarter 2024 cost estimates for construction and operations, consistent with the Basic Engineering analysis, as well as commodity pricing that is current as of December 31, 2024.

This advancement in engineering planning resulted in minor improvements and adjustments to certain infrastructure designs, equipment selection and processing designs, none of which resulted in a material change to the scientific and technical information presented in the TRS.

Christopher Dail, the Qualified Person with respect to the Financial Update, determined that neither the Financial Update nor the Basic Engineering work resulted in a modification to the mineral reserves or resources presented in the TRS, and did not modify any of the assumptions underlying the modifying factors, price estimates, and scientific and technical information underlying the mineral reserves and resource estimates or the determination that the Project is financially viable.

The information contained in the Financial Update is subject to the assumptions, exclusions and qualifications set forth in the Financial Update included as an exhibit to this Annual Report, as well as those contained in the TRS, except to the extent explicitly updated therein.

You should read the TRS and Financial Update as part of your review of the information in this Item 2.

Certain capitalized terms in this section not otherwise defined have the meanings ascribed to them in the TRS and Financial Update.

Information of a scientific or technical nature in the Financial Update and in this Annual Report has been approved by Christopher Dail, AIPG CPG #10596, Exploration Manager for Perpetua Resources Idaho, Inc.

and a Qualified Person (as defined in NI 43-101 and as defined in S-K 1300).

Portions of the information presented in this Annual Report on Form 10-K and the information contained in the TRS rely on a number of estimates and assumptions, including estimates and assumptions which are inherently subject to significant scientific, business, economic and competitive uncertainties and contingencies that could be material should those assumptions be incorrect.

Portions of the information presented in this Annual Report on Form 10-K and the information contained in the TRS and Financial Update rely on a number of estimates and assumptions, including estimates and assumptions which are inherently subject to significant scientific, business, economic and competitive uncertainties and contingencies that could be material should those assumptions be incorrect.

These assumptions include, but are not limited to, certain assumptions as to capital costs, production rates, operating costs, recovery and timing of construction and production;

assumptions that the current price and demand for gold and other metals will be sustained or will improve;

assumptions that the equipment and personnel required for permitting, construction and operations will be available on a

continual basis;

there are no significant errors in calculations and information used in mineral resource and reserve estimates, there will be no unforeseen delays, unexpected geological or other effects, equipment failures, or significant permitting delays.

assumptions that the equipment and personnel required for permitting, construction and operations will be available on a continual basis;

there are no significant errors in calculations and information used in mineral resource and reserve estimates;

there will be no unforeseen delays, unexpected geological or other effects, equipment failures, or significant permitting delays;

and that the Corporation will be able to source funding for construction and operations when required and on acceptable terms.

For a description of the key assumptions, parameters and methods used to estimate mineral reserves and mineral resources included in this Annual Report on Form 10-K, as well as data verification procedures and a general discussion of the extent to which the estimates may be affected by any known environmental, permitting, legal, title, taxation, sociopolitical, marketing or other relevant factors, please review the TRS, which is included as an exhibit to this Annual Report on Form 10-K.

The estimates and assumptions contained in the TRS are dated as of December 31, 2020 and the Corporation has not updated the estimates and assumptions as of December 31, 2023.

The cost estimates and assumptions contained in the TRS are dated as of December 31, 2020 and should be read in conjunction with the Financial Update, which supplements the cash flow information using cost estimate and commodity pricing that are current as of December 31, 2024.

See “ Risk Factors ” and “ Cautionary Note Regarding Forward-Looking Statements ” for a discussion of additional industry and business risks and assumptions.

TRS Highlights

The Stibnite Gold Project economics, as contemplated in the TRS, are summarized in the table below.

Economic Highlights 1

The Stibnite Gold Project economics, as contemplated in the Financial Update, are summarized in the table below.

Early Production

Recovered Gold (2) Total

Recovered Antimony Total

74 million lbs

115 million lbs

Recovered Gold (2) Annual Average

Cash Costs (2,3) (Net of by-product credits)

All-in Sustaining Costs (2,3) (Net of by-product credits)

Initial Capital – including contingency

Recovered Gold Total (Koz)

Recovered Antimony 2 Total (Mlbs)

Recovered Gold Annual Average (Koz)

Cash Costs (net of by-product credits, $/oz Au) 3

Total Cash Costs (net of by-product credits, $/oz Au) 4

All-In Sustaining Costs (net of by-product credits, $/oz Au) 5

Initial Capital, net – including contingency ($M) 6

Early Production

Spot - $2,900/oz Au, $21.00/lb Sb, $31.50/oz Ag 7

After-Tax Net Present Value (NPV 5%) 8

$3,650 million

(1) Base case prices US$1,600/oz gold, $20/oz silver and $3.50/lb antimony, Case C price based on metal selling prices of US$1,850/oz gold, $24/oz silver and $3.50/lb antimony, Post-Tax NPV at 5% discount rate.

(2) In this release, “M” = million, “k” = thousand, all amounts in US$, gold and silver reported in troy ounces (“oz”).

(3) Cash costs and All-in Sustaining Costs are non-GAAP measures;

see section Item 2, Non-GAAP Measures .

All numbers have been rounded in above table and may not sum correctly.

The TRS assumes 100% equity financing of the Project and cost estimates as of the third quarter of 2020.

Annual Average EBITDA 9

$1,366 million

Annual Average After-Tax Free Cash Flow 10

$1,117 million

Internal Rate of Return (After - Tax) 11

Payback Period in Years (After - Tax)

Consensus - $2,100/oz Au, $10.00/lb Sb, $27.00/oz Ag 12

After - Tax Net Present Value (NPV 5%) 8

$1,391 million

Annual Average EBITDA 9

Annual Average After-Tax Free Cash Flow 10

Internal Rate of Return (After-Tax) 11

Payback Period in Years (After-Tax)

(1) The Financial Update assumes 100% equity financing.

(2) Antimony is a chemical element included on the U.S.

Interior Department’s list of Critical Minerals.

(3) Cash Costs consist of mining costs, processing costs, mine-level G&A and by-product credits.

By-product credits calculated based on consensus pricing.

Cash Costs is a non-GAAP measure.

See Non-GAAP Financial Measures at the end of Item 2.

(4) Total Cash Costs consist of Cash Costs, royalty costs, treatment costs, refining costs, and transportation costs.

By-product credits calculated based on consensus pricing.

Total Cash Costs is a non-GAAP measure.

See Non-GAAP Financial Measures at the end of Item 2.

(5) AISC includes Cash Costs plus sustaining capital costs.

By-product credits calculated based on consensus pricing.

AISC is a non-GAAP measure.

See Non-GAAP Financial Measures at the end of Item 2.

(6) Initial Capital, net, reflects estimated total capital expenditures of $2,215 million, including a contingency of $191.9 million, net of $33.6 million of pre-production revenue.

(7) Spot prices are defined as $2,900/oz gold, $21.00/lb antimony, and $31.50/oz silver.

The precious metals prices selected for this scenario were based on the NYMEX gold and silver settlement prices of $2,887.60/oz and $32.44/oz, respectively, on February 7, 2025.

The antimony price selected for the spot scenario was based on Rotterdam antimony price as of February 7, 2025.

(8) Net Present Value (NPV) is defined as the present value of future after-tax cash flows of the project discounted at an annual rate of 5%.

The Financial Update assumed a combined state and federal effective tax rate of 26.45%.

(9) EBITDA consists of total revenue minus operating costs, offsite charges and royalties.

EBITDA is a non-GAAP measure.

See Non-GAAP Financial Measures at the end of Item 2.

(10) After-Tax Free Cash Flow consists of EBITDA as adjusted for changes in net working capital, all capital expenditures (initial, sustaining, and closure capital expenditures), and salvage value, less taxes payable.

Free Cash Flow is a non-GAAP measure.

See Non-GAAP Financial Measures at the end of Item 2.

(11) Internal rate of return (IRR) is defined as the after-tax discount rate at which the net-present value of the project reaches zero.

The Financial Update assumed a combined state and federal effective tax rate of 26.45%.

(12) Consensus prices are defined as $2,100/oz gold, $10.00/lb antimony, and $27.00/oz silver based on a broad range of investment bank forecasts as of December 2024.

Economic Sensitivities 1

The Financial Update was prepared using consensus average pricing of $2,100/oz gold, $10.00/lb antimony, and $27.00/oz silver, which was based on a broad range of investment bank forecasts as of December 2024.

The Company has also prepared a “Spot” metal price scenario, which is based on prevailing market prices of gold, silver and antimony as of February 7, 2025, and Cases A, B, C, and D, which were developed to illustrate the Stibnite Gold Project’s economic sensitivity to a range of metal price assumptions.

Each of these is presented in the table below and prepared on the same basis as the Financial Update, except with respect to commodity prices.

The prices used in the Financial Update and in this Annual Report are consistent with accepted industry practices, analyst forecasts, and the range of prices being used for other project studies for gold and silver.

There is no guarantee that the gold, silver, and antimony prices used in the study cases would be realized at the time of production.

Prices could vary higher or lower with a corresponding impact on Project economics.

The Company’s mineral reserves and mineral resources continue to be estimated based on $1,600/oz and $1,500/oz gold prices, respectively, as set forth in the TRS.

Gold Price Assumption ($/oz)

Antimony Price Assumption ($/lb)

Silver Price Assumption ($/oz)

LOM Average Annual EBITDA ($M) 2

LOM Average Annual Free Cash Flow ($M) 2

Payback period (years)

Net Present Value 5% ($M) 3

Internal Rate of Return (%) 4

(1) The Financial Update assumes 100% equity financing.

(2) See Non-GAAP Measures at the end of Item 2.

(3) Net Present Value (NPV) is defined as the present value of future after-tax cash flows of the project discounted at an annual rate of 5%.

The Financial Update assumed a combined state and federal effective tax rate of 26.45%.

(4) Internal rate of return (IRR) is defined as the after-tax discount rate at which the net-present value of the project reaches zero.

The Financial Update assumed a combined state and federal effective tax rate of 26.45%.

(5) Spot prices are defined as $2,900/oz gold, $21.00/lb antimony, and $31.50/oz silver.

The precious metals prices selected for this scenario were based on the NYMEX gold and silver settlement prices of $2,887.60/oz and $32.44/oz, respectively, on February 7, 2025.

The antimony price selected for the spot scenario was based on Rotterdam antimony price as of February 7, 2025.

(6) Consensus prices are defined as $2,100/oz gold, $10.00/lb antimony, and $27.00/oz silver based on a broad range of investment bank forecasts as of December 2024.

Property Description and Location

1 unchanged sentence

Mineral rights controlled by Perpetua Resources include patented lode claims, patented mill sites, unpatented federal lode mining claims, and unpatented federal mill sites and encompass approximately 28,536 acres (forty-five (45) square miles).

The claims are 100% owned, except for twenty-seven (27) patented lode claims that are held under an option to purchase.

The claims are 100% owned, except for surface rights on portions of six (6) patented mill site claims held by a third party and twenty-seven (27) patented lode claims that are held under an option to purchase.

The Project is subject to a 1.7% net smelter return royalty on gold only and a 100% net smelter return royalty on silver;

2 unchanged sentences

Land Status Map

Patented Lands

On June 11, 2009, a predecessor to SGC acquired and exercised an option to purchase (“OTP”) the Meadow Creek group of nine patented lode claims totaling approximately 184 acres from Bradley Mining Co.

A predecessor to IGRCLLC secured an OTP agreement from the J.J.

Oberbillig Estate on June 2, 2009, to acquire 30 patented mill site claims totaling approximately 149 acres and six patented lode claims totaling approximately 124 acres.

The Oberbillig OTP agreement was exercised and title to property rights were acquired on June 2, 2015.

An associated transaction included the purchase and extinguishment of a 5% Net Smelter Return (“NSR”) royalty to the Oberbillig estate covering certain lands within the Project area.

Most of the mineralization constituting the West End Deposit is located within portions of these patented lode claims.

Hecla Mining Company (Hecla) retains some surface rights on portions of six of the patented mill sites, but no mineral rights and IGRCLLC has a right to use the surface for the purposes of mining.

IGRCLLC holds a right of first refusal with predefined terms for the OTP.

An OTP for patented lode mining claims covering portions of the Yellow Pine Deposit was conveyed to Perpetua Resources in 2011 by way of a company merger between a predecessor to IGRCLLC and a subsidiary of Vista Gold Corp.

that was agreed to February 22, 2011.

The OTP for the subject patented claims was exercised on November 28, 2012.

As a result of the merger, the predecessor to IGRCLLC became a wholly owned subsidiary of Perpetua Resources.

The Yellow Pine claim group includes 17 patented lode mining claims totaling approximately 301 acres and eight unpatented lode mining claims (included in the unpatented total below).

On April 28, 2011, a predecessor to SGC purchased 6 patented lode claims east of the Project area.

This group of claims is referred to as the Fern claim group, totaling approximately 100 acres.

PATENTED CLAIMS 4

23 unchanged sentences

Assessed acreage may not correspond exactly to surveyed acreage reported in text.

This table summarizes the mineral rights held by Perpetua Resources’ wholly owned subsidiary, IGRCLLC.

Unpatented Federal Lode Mining Claims and Unpatented Mill Site Claims

This table summarizes the mineral rights held by Perpetua Resources’ wholly owned subsidiary, IGRCLLC, as of December 31, 2024.

Patented Lode Claims and Patented Mill Sites

A predecessor to IGRCLLC secured an OTP agreement from the J.J.

Oberbillig Estate (the “Oberbilllig OTP agreement”) on June 2, 2009, to acquire 30 patented mill site claims totaling approximately 149 acres and six patented lode claims totaling approximately 124 acres.

The Oberbillig OTP agreement was exercised and title to property rights were acquired on June 2, 2015.

An associated transaction included the purchase and extinguishment of a 5% Net Smelter Return (“NSR”) royalty to the Oberbillig estate covering certain lands within the Project area.

Most of the mineralization constituting the West End Deposit is located within portions of these patented lode claims.

Hecla Mining Company (“Hecla”) retains surface rights on portions of six of the patented mill sites but no mineral rights and IGRCLLC holds certain rights for ingress and egress to access the property for assessment activities and environmental cleanup.

IGRCLLC holds a right of first refusal for these mill sites with predefined terms should Hecla decide to sell the surface estate.

The Company has engaged in discussions to acquire the surface rights held by Hecla.

While there is no certainty that a transaction will be finalized, the Company believes that if it is unable to purchase this surface property, that outcome will not have a material effect on the Company’s ability to develop the Project.

that was agreed to February 22, 2011.

The OTP for the subject patented claims was exercised on November 28, 2012.

As a result of the merger, the predecessor to IGRCLLC became a wholly owned subsidiary of Perpetua Resources.

The Yellow Pine claim group includes 17 patented lode mining claims totaling approximately 301 acres and eight unpatented lode mining claims (included in the unpatented total below).

On April 28, 2011, a predecessor to SGC purchased 6 patented lode claims east of the Project area.

This group of claims is referred to as the Fern claim group, totaling approximately 100 acres.

Unpatented Federal Lode Mining Claims and Unpatented Federal Mill Site Claims

A subsidiary of a predecessor to IGRCLLC acquired 229 federal unpatented claims by purchase from previous owners in 2009 and 2011.

4 unchanged sentences

In 2021, SGC merged with IGRCLLC becoming the sole surviving entity and landowner of patented and unpatented mining claims and mill sites and various optioned properties.

In 2022 and 2023, 53 of the Corporation’s unpatented lode mining claims were relinquished and re-staked with 205 unpatented mill sites over areas non-mineral in character and suitable for mill sites should a development decision be made.

Currently, IGRCLLC owns 1,421 unpatented lode mining and 251 mill sites totaling approximately 28,483 acres (11,527 hectares).

Maintenance of unpatented federal claims requires that IGRCLLC provide a list of claims and serial numbers to the Bureau of Land Management (“BLM”) along with annual maintenance fees, currently $165 for each lode-mining claim or mill site on or before September 1st each year.

In 2022 and 2023, 53 of the Company’s unpatented lode mining claims were relinquished and re-staked with 205 unpatented mill sites over areas non-mineral in character and suitable for mill sites should a development decision be made.

As of December 31, 2024, IGRCLLC owns 1,421 unpatented lode mining and 253 mill sites totaling approximately 28,536 acres (11,548 hectares).

Maintenance of unpatented federal claims requires that IGRCLLC provide a list of claims and serial numbers to the Bureau of Land Management along with annual maintenance fees, currently $200 for each lode-mining claim or mill site on or before September 1st each year.

This was completed for the most recent filing year.

There is no underlying royalty on these federal lode-mining claims and mill sites other than the Franco-Nevada Corporation (“Franco-Nevada”) royalties.

There are no underlying royalties on the federal lode-mining claims and mill sites other than the Franco-Nevada Corporation (“Franco-Nevada”) royalties.

None of the claims are subject to back-in rights;

however, Franco-Nevada holds a Right of First Refusal (“ROFR”) should mining claims, mill sites or other mineral properties be relinquished.

however, Franco-Nevada holds a right of first refusal should mining claims, mill sites or other mineral properties be relinquished.

Property taxes are paid annually for the patented lode mining claims and mill sites and are current.

Routine maintenance and claim adjustments have occurred periodically since the inception of land acquisitions as required.

Stibnite Gold Logistics Facility

8 unchanged sentences

Option Agreements

On May 3, 2011, a predecessor to SGC entered into an OTP 27 patented lode claims totaling approximately 485 acres from the J.J.

On May 3, 2011, a predecessor to SGC entered into an option to purchase (“OTP”) 27 patented lode claims totaling approximately 485 acres from the J.J.

Oberbillig Estate (the Cinnabar option claims).

This agreement was modified in an Amended and Restated Real Property Purchase Agreement effective December 1, 2016.

The amended agreement also includes an option on a ROFR to purchase the surface rights associated with portions of certain patented mill site claims that J.J.

This agreement was modified in an Amended and Restated Real Property Purchase Agreement effective December 1, 2016 (the “amended agreement”).

The amended agreement also includes an assignment of the right of first refusal to purchase the surface rights associated with portions of certain patented mill site claims that J.J.

Oberbillig Estate sold to Hecla under a Real Estate Purchase and Sale Agreement effective December 30, 2002.

The ROFR for the Hecla tracts is vested with fixed terms should Hecla decide to sell the parcel.

The agreement also includes granting of a renewable easement for a communications tower.

The right of first refusal for the Hecla tracts includes fixed terms should Hecla decide to sell the parcel.

Perpetua has since obtained Hecla’s acknowledgment of the assignment of the right of first approval from the J.J.

Oberbillig Estate to the Company.

The amended agreement also includes granting of a renewable easement for a communications tower.

Perpetua Resources is obligated to make payments to maintain the OTP to obtain title to these claims.

3 unchanged sentences

Royalty Agreement

Effective May 9, 2013, Perpetua Resources and its subsidiaries granted a perpetual 1.7% NSR royalty on future gold production from the Project properties to Franco-Nevada, subject to adjustment based on final permitted capacity.

Effective May 9, 2013, Perpetua Resources and its subsidiaries granted a 1.7% NSR royalty on future gold production from the Project properties to Franco-Nevada, subject to adjustment based on final permitted capacity.

The royalty does not apply to production of antimony and silver.

1 unchanged sentence

Under the agreement, Franco-Nevada has the right, but not the obligation, to extend the property subject to the royalty to the Cinnabar option claims upon notice that the OTP is exercised by Perpetua.

On March 21, 2024, Perpetua Resources and its subsidiaries granted a perpetual 100% NSR royalty on the future payable silver production from the Project to Franco-Nevada.

On March 21, 2024, Perpetua Resources and its subsidiaries granted a 100% NSR royalty on the future payable silver production from the Project to Franco-Nevada.

The silver royalty agreement applies to the same properties as the gold royalty.

The silver royalty agreement provides a mechanism whereby Franco-Nevada can receive minimum payments equal to 100% of the payable silver from the sale of dore commencing in the seventh calendar year following commercial production and ending upon the completion of the fifteenth calendar year following commercial production.

The silver royalty agreement provides a mechanism whereby Franco-Nevada can receive minimum payments equal to 100% of the payable silver from the sale of doré commencing in the seventh calendar year following commercial production and ending upon the completion of the fifteenth calendar year following commercial production.

The silver royalty agreement also provides Franco-Nevada an option upon the occurrence of certain conditions precedent (including achieving commercial production) to pay the Company a contingent payment and receive a royalty on any silver payable from the production of antimony concentrate from the Project.

11 unchanged sentences

Antimony mineralization occurs primarily as the mineral stibnite.

Additional gold mineralization affecting rocks of the Stibnite roof pendant (West End deposit) is associated with epithermal quartz-adularia-carbonate veins.

Additional gold mineralization affecting rocks of the Stibnite roof pendant (i.e.

the West End Deposit) is associated with epithermal quartz-adularia-carbonate veins.

Deposits of the district are not readily categorized based on a single generic deposit model due to complexities associated with multiple overprinting mineralization events and uncertainties regarding sources of mineralizing hydrothermal fluids.

The Project is subject to formal review under NEPA, which is still ongoing.

Following the release of a DEIS on August 14, 2020, followed by a public comment period, the USFS published a SDEIS on October 28, 2022 for a 75-day public comment period which closed on January 10, 2023.

The Corporation expects that a final EIS and draft Record of Decision will be published in the second quarter of 2024.

Work on other required ancillary permits and management plans continues.

The district has been the subject of exploration and development activities for nearly 100 years, yet much of the area remains poorly explored due to its remote location, poor level of outcrop and extensive glacial cover.

Perpetua Resources has completed extensive exploration work over the last decade that has included:

The Project is subject to formal review by the USFS and the Army Corps under NEPA and by various state and federal agencies under various laws requiring permits to be obtained for the Project.

Pursuant to NEPA, following the release of a DEIS on August 14, 2020 and a public comment period, the USFS published a SDEIS on October 28, 2022 for a 75-day public comment period which closed on January 10, 2023.

On September 6, 2024, the USFS published the FEIS and a DROD with respect to the Project.

The publication of the DROD commenced a 45-day pre-decisional objection period and 45-day resolution period prior to the publication of the ROD.

On January 3, 2025, the USFS issued the ROD authorizing the Modified Mine Plan for the Project.

Per the requirements of the FEIS and ROD, numerous plans comprising the suite of Environmental Monitoring and Management Plans are in process and will incorporate Project updates as well as required financial assurance, mitigation measures, environmental protection measures and design features.

This will include preparation of a Final Mine Plan of Operations

Following the USFS’ publication of the ROD and FEIS authorizing the mine plan for the Project, 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 review process.

Among other remedies, the claimants seek to vacate the ROD, FEIS, 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.

The Company believes the federal regulatory process was conducted thoroughly and completely by the relevant federal regulatory agencies.

However, there can be no assurance that the permits and Project approvals will be upheld upon judicial review.

The Company’s CWA Section 404 permit application, proposed Compensatory Mitigation Plan, and associated financial assurance remain under review by The Army Corps after the public comment period ended in October 2023.

The Army Corps has been a part of the review process as a cooperating agency since the Company began the federal NEPA process and has been formally evaluating the Section 404 permit application since 2023.

The Section 404 permit is the last remaining federal permit required to be issued prior to a construction decision.

Perpetua expects the permit to be issued in the first half of 2025.

For additional detail regarding the NEPA and permitting processes, including ongoing challenges to the ROD see Item 1, Business – Permitting and Environmental Matters .

The Company will be required to obtain several permits from agencies of the State of Idaho in connection with the Project.

All required Idaho applications have been filed, and the relevant agencies are at various stages in the permitting processes of reviewing and approving those applications under state law.

See Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations – Ancillary Permitting Update, below.

Work on other required ancillary permits, management and mitigation plans, financial assurance, and other permitting requirements continues.

The Project area and the surrounding district has been the subject of exploration and development activities for nearly 100 years, yet much of the area remains poorly explored due to its remote location, poor level of outcrop and extensive glacial cover.

Perpetua Resources has completed extensive exploration work since 2009 that has included:

rock, soil and stream sampling and analysis;

17 unchanged sentences

Yellow Pine Company, Bradley Mining Company, Louisiana Land and Exploration Company, Canadian Superior Mining (U.S.) Ltd., El Paso Oil and Gas, Rancher’s Exploration Company, Twin Rivers Exploration, MinVen Corporation, Pioneer Metals Corporation, Hecla Mining Company, Barrick Gold Corporation (formerly American Barrick Resources), Stibnite Mine Inc., and Dakota Mining Company.

No exploration drilling was completed during the reporting period.

No exploration drilling was conducted by the Company during the reporting period.

Mineral Resources and Mineral Reserves Estimates

1 unchanged sentence

There were no changes in reported Mineral Resources and Mineral Reserves reported for the years ended December 31, 2024 and 2023.

The Qualified Person has reviewed the Mineral Resources and Mineral Reserves described herein and is of the opinion that there are no material changes to the Mineral Resources and Mineral Reserves as compared to the information presented in the TRS and that the material assumptions set forth in the TRS are current as of December 31, 2023.

presented in the TRS and that the material assumptions underlying the Mineral Resources and Mineral Reserves estimates set forth in the TRS are current as of December 31, 2024.

Mineral Resource Estimates

1 unchanged sentence

There were no changes to Mineral Resources since December 31, 2023.

Consolidated Mineral Resource Statement for the Stibnite Gold Project at December 31, 2023, based on $1,500/oz gold,

EXCLUSIVE OF RESERVES:

Consolidated Mineral Resource Statement for the Stibnite Gold Project at December 31, 2024, based on $1,500/oz gold, EXCLUSIVE OF RESERVES:

Classification

58 unchanged sentences

Most development rock would be sent to one of five destinations:

the TSF embankment, the TSF buttress, the Yellow Pine pit as backfill, the Hangar Flats pit as backfill, or the Midnight area within the West End pit as backfill.

The Historical Tailings would be hydraulically transferred to the process plant during the first four years of operation, concurrent with mining ore from the Yellow Pine open pit.

the TSF embankment, the TSF buttress, the Yellow Pine pit as backfill, the Hangar Flats pit as backfill, or the

Midnight area within the West End pit as backfill.

The Historical Tailings would be hydraulically transferred to the process plant during the first four years of operation, concurrent with mining and processing ore from the Yellow Pine open pit.

Mining at the Stibnite Gold Project would be accomplished using conventional open pit hard rock mining methods with a production fleet consisting of two 28-yd3 hydraulic shovels, one 28-yd3 wheel loader, and a fleet of approximately eighteen 150-ton haul trucks.

Mining is planned to deliver 7.30 Mt of ore to the crusher per year (nominally 20 kt per day) and approximately 22.1 Mt of development rock per year to DRSFs.

Mining is planned to deliver 7.30 M tonnes of ore to the crusher per year (nominally 20 k tonnes per day) and approximately 22.1 M tonnes of development rock per year to DRSFs.

Pre-stripping the open pits would begin two years prior to ore processing and open pit mining would continue until year 12 of operation.

Once open pit mining is completed, the mining fleet will continue to provide ore to the mill from ore stockpiles until approximately the end of the first quarter in year 15.

A total of 102 Mt of ore would be mined from the three open pits and an additional 2.7 Mt of historic tailings would be mined.

Approximately 254 Mt of development rock would be mined from the three open pits for a total of 356 Mt mined from the open pits and an average strip ratio (waste:ore) of 2.5.

Long-term lower-grade ore stockpiles have been incorporated into the PFS mine plan located for the most part within the footprint of the TSF buttress, thereby minimizing their incremental disturbance.

The primary benefits to adding ore stockpile capacity is increased potential to optimize process ore feed value throughout the mine life, improved utilization of the Mineral Resource, reduced peak water treatment needs, reduced development rock tonnage and associated mining impacted water management.

A total of 102 M tonnes of ore would be mined from the three open pits and an additional 2.7 M tonnes of historic tailings would be mined.

Approximately 254 M tonnes of development rock would be mined from the three open pits for a total of 356 M tonnes mined from the open pits and an average strip ratio (waste:ore) of 2.5.

Long-term lower-grade ore stockpiles have been incorporated into the mine plan located for the most part within the footprint of the TSF buttress, thereby minimizing their incremental disturbance.

The primary benefits to adding ore stockpile capacity are increased potential to optimize process ore feed value throughout the mine life, improved utilization of the Mineral Resource, reduced peak water treatment needs, reduced development rock tonnage and associated mining impacted water management.

The stockpiling strategy is particularly significant during the first half of the mine life when Yellow Pine high value ore is mined at a rate greater than process plant throughput capacity.

7 unchanged sentences

This work showed the historical tailings could be processed using the same flowsheet as, and most likely as a blend with, fresh sulfide ores.

Projected gold flotation recoveries for low-antimony materials to a concentrate assaying 6.5% sulfur are estimated at 93.8% for Yellow Pine and 92.1% for Hangar Flats.

Silver recoveries are estimated as 90.1% for Yellow Pine and 89.1% for Hangar Flats.

Gold and silver flotation recoveries are independent of gold or sulfur grade.

For high-antimony materials from the Yellow Pine deposit, gold misplacement to the antimony concentrate and overall gold recoveries to POx are functions of pyritic sulfur grade and gold recoveries are estimated to range from 83.6% to 95.5%.

Constant gold and silver recoveries are projected for Hangar Flats high-antimony material at 89.7% for gold and 43.2% for silver.

West End sulfide material is highly refractory while transition material has a significant free milling gold content.

Sulfide material will be processed by flotation, concentrate POx and cyanide leaching of the concentrate;

transition material will be treated similarly, however the flotation tailings will also be leached;

A revised set of flotation models was developed for all ore bodies during the 2024 Basic Engineering studies.

These models were developed using test results from the historical testwork programs and improved the predictability of the metallurgical performance.

Projected gold, silver and antimony recoveries vary by lithology, metal grade, sulfur content, mineralogy and oxidation state.

Projected life of mine metal recoveries from low-antimony materials to a pyrite flotation concentrate averages 82.0% gold, 67.2% silver and 14.0% antimony.

Projected life of mine metal recoveries for high-antimony materials to antimony sulfide concentrates average 71.6% antimony, 10.1% silver and 0.66% gold.

Low reported antimony recovery for antimony reporting to the pyrite concentrates and low reported gold recoveries for gold reporting to the antimony concentrates are the result of misplacement of small amounts of antimony and gold bearing mineral phases to the respective concentrates.

Sulfide material will be processed by flotation, concentrate pressure oxidation and cyanide leaching of the concentrate;

transition material will be treated similarly;

however, the flotation tailings will also be leached;

oxide materials will just be leached.

Pressure oxidation testing results demonstrated that neutralization of acid inside the autoclave, or “in-situ acid neutralization” (“ISAN”) facilitates stabilization of arsenic in the POx residue.

Neutralization of acid inside the autoclave was accomplished by adding ground limestone in the POx feed to control free acid and sulfate concentrations and limit the formation of jarosite and basic iron sulfates.

These projected recoveries differ slightly from the 2020 Feasibility Study based on updated and more refined analyses of test results completed during 2024 Basic Engineering.

West End sulfide material is refractory while transition material has a significant free milling gold content.

Neutralization of acid inside the autoclave was accomplished by adding ground limestone in the pressure oxidation feed to control free acid and sulfate concentrations and limit the formation of jarosite and basic iron sulfates.

Higher ferric concentrations available for scorodite formation and lower sulfate concentrations were found to inhibit pitticite (an unstable arsenic compound) formation.

However, subsequent environmental geochemical testing completed on commingled flotation and detoxified cyanide leach tailings from the pilot plant indicated that arsenic destabilized at some point downstream of the POx process.

Further ISAN POx tests with a terminal free acid of 8 to 13 mg/L of H2SO4, atmospheric arsenic precipitation, and a two-step neutralization procedure at an elevated temperature (92°C) by progressively adding limestone to achieve a pH of approximately 2 with a retention time of 4 to 5 hours produced a stable scorodite precipitate.

The POx testing confirmed consistent gold recoveries in the 96.5-99.0% range.

Further ISAN pressure oxidation tests with a terminal free acid of 8 to 13 mg/L of H 2 SO 4 , atmospheric arsenic precipitation, and a two-step neutralization procedure at an elevated temperature (92°C) by progressively adding limestone to achieve a pH of approximately 2 with a retention time of 4 to 5 hours produced a stable scorodite precipitate.

The pressure oxidation testing confirmed consistent gold recoveries in the 96.5-99.0% range.

The Project’s process plant has been designed to process sulfide, transition and oxide material from the Yellow Pine, Hangar Flats, and West End Deposits.

The processing facility is designed to treat an average of 20,000 t/d, or 7.3 Mt/y.

The processing facility is designed to treat an average of 20,000 tonne/d, or 7.3 Mt/y.

Additionally, the Historical Tailings would be reprocessed early in the mine life to recover precious metals and antimony, and to provide space for the TSF embankment and buttress.

The process operations include crushing, grinding, antimony and gold flotation, pressure oxidation, POx leaching and carbon-in-pulp (“CIP”) recovery, cyanide detoxification, carbon handling and pressure stripping, precious metal electrowinning, mercury retort removal, and doré bar production.

Auxiliary operations include a plant to supply oxygen to the autoclave and mining, crushing, grinding, and calcining to provide limestone and lime for neutralization and pH adjustment for the process.

The process operations include crushing, grinding, antimony and gold flotation, pressure oxidation, leaching and carbon-in-pulp (“CIP”) recovery, cyanide detoxification, carbon handling and pressure stripping, precious metal electrowinning, mercury retort removal, and doré bar production.

Auxiliary operations include a plant to supply oxygen to the autoclave and mining, crushing, grinding, and limestone crushing and grinding circuit.

A leaching, CIP recovery, and detoxification process is planned for late in the mine life to process crushed and ground oxide material and recover gold from the tailings of transitional (mixed oxide-sulfide) material.

2 unchanged sentences

The Project will require upgrades to existing offsite infrastructure such as roads and power supply, as well as onsite and offsite infrastructure additions such as worker accommodations, water management systems, and tailings management systems.

The site is currently accessed by the Stibnite Road, National Forest (NF-412), from the village of Yellow Pine, with three alternative routes up to that point.

The site is currently accessed by the Stibnite Road, (National Forest road NF-412), from the village of Yellow Pine, with three alternative routes up to that point.

Alternative access via the Burntlog Route was developed over several other possible alternatives because it provides safer year-round access for mining operations, reducing the proximity of roads to major fish-bearing streams, and this route respects the advice and privacy of community members close to the Project location.

10 unchanged sentences

Power Supply and Transmission

Grid power planned for the Project needs to be upgraded to support the 50- to 60-megawatt load including upgrading approximately 63 miles of existing powerlines to 138 kV and approximately 9 miles of new 138 kV line.

Grid power planned for the Project needs to be upgraded to support the approximately 65-megawatt load including upgrading approximately 63 miles of existing powerlines to 138 kV and approximately 9 miles of new 138 kV line.

The 138-kV line would be routed to the Project’s main electrical substation where transformers would step the voltage down to the distribution voltage of 34.5 kV.

4 unchanged sentences

Perpetua Resources has planned a water management system that protects or improves water quality in Project-area streams and provides water for ore processing, fire protection, exploration activities, surface mining (dust control), and potable water needs.

These water management activities are subject to conditions imposed pursuant to the Modified Mine Plan approved by the USFS in the ROD and related regulatory documentation issued under NEPA and to water rights granted to Perpetua pursuant to an order of the IDWR.

Additional federal and state permits required to be obtained for the Project may affect the Company’s water management activities.

The key water management consideration for the Project site is the large amount of snowmelt runoff during the months of April through June, making spring melt the critical time for water management, storage, and treatment.

Surface water that has the potential to introduce mining- and process-related contaminants (contact water) is kept separate from surface water that originates from undisturbed, uncontaminated ground (non-contact water).

This is accomplished by diverting clean water around mine facilities and collecting and reusing, evaporating, or treating and discharging contact water.

Surface water that has the potential to introduce mining- and process-related contaminants (contact water) will be kept separate from surface water that originates from undisturbed, uncontaminated ground (non-contact water).

This will be accomplished by diverting clean water around mine facilities and collecting and reusing, evaporating, or treating and discharging contact water.

The water needed for ore processing is planned to come from meteoric and tailings consolidation water reclaimed from the TSF, water from pit dewatering, contact water, groundwater wells, and a surface intake near the upstream portal of the East Fork South Fork Salmon River (“EFSFSR”) diversion tunnel.

12 unchanged sentences

Capital and Operating Costs

Capital expenditures or capital costs (“CAPEX”) and operating expenditures or operating costs (“OPEX”) estimates were developed based on third quarter 2020, un-escalated U.S.

Capital expenditures or capital costs (“CAPEX”) and operating expenditures or operating costs (“OPEX”) estimates as of December 31, 2024 were developed in connection with the completion of Basic Engineering and ongoing Detailed Engineering Work, and were presented in the Financial Update based on fourth quarter 2024, un-escalated U.S.

Vendor quotes were obtained for all major equipment and operating consumables.

Most costs were developed from first principles, although some were estimated based on factored references and

experience with similar projects elsewhere.

Most costs were developed from first principles, although some were estimated based on factored references and experience with similar projects elsewhere.

Reclamation financial assurance costs are not included in the capital costs.

Additional assumptions that were used to estimate CAPEX are presented in the TRS.

The CAPEX and OPEX estimates are forward-looking statements and remain subject to the risks and uncertainties set forth in the section titled “ Cautionary Note Regarding Forward-Looking Statements ” at the beginning of this Annual Report.

Capital Costs

The Project CAPEX estimate includes four components:

(1) the initial CAPEX to design, permit, pre-strip, construct, and commission the mine, plant facilities, ancillary facilities, utilities, operations camp, and pre-production on and off site restoration and environmental mitigation;

(2) the sustaining CAPEX for facilities expansions, mining equipment replacements, expected replacements of process equipment and ongoing concurrent restoration and environmental mitigation activities during the operating period;

(1) the initial CAPEX, including indirect and project costs to design, permit, pre-strip, construct, and commission the mine, plant facilities, ancillary facilities, utilities, operations camp, and pre-production on and off site restoration and environmental mitigation;

(2) the sustaining CAPEX for mine costs, such as facilities expansions and other on-site and off-site infrastructure, mining equipment replacements, expected replacements of process equipment and ongoing concurrent restoration and environmental mitigation activities during the operating period;

(3) working capital to cover delays in the receipts from sales and payments for accounts payable and financial resources tied up in inventory;

7 unchanged sentences

The CAPEX estimates are considered to have an accuracy range of -10% to +15%.

Additional assumptions that were used to estimate CAPEX are presented in the TRS and Financial Update.

The table below provides a summary of CAPEX estimates for the Project.

Processing Plant

On-Site Infrastructure

Off-Site Infrastructure

Indirect Costs

Owner’s Costs, First Fills, & Light Vehicles

Offsite Environmental Mitigation Costs

Onsite Mitigation, Monitoring, and Closure Costs

Total CAPEX without Contingency

Total CAPEX with Contingency

(1) Closure assumes self-performed closure costs, which will differ for those assumed for financial assurance calculations required by regulators.

(2) All numbers have been rounded in above table and may not sum correctly.

Direct Costs - Mine Costs

Direct Costs - Processing Plant

Direct Costs - On-Site Infrastructure

Direct Costs - Off-Site Infrastructure

Indirect Costs and Project Delivery

Mitigation, Monitoring and Closure

Owner’s Costs

Contingency and Sales Tax

Sub-total CAPEX 3

Pre-Production Revenue

Total CAPEX 3

(1) Initial Capital (“Initial CAPEX”) includes capitalized preproduction and is presented net of pre-production revenue assuming a price of $2,100/oz gold.

(2) Defined as non-sustaining reclamation and closure costs in the post-operations period.

(3) Not all values may sum due to rounding.

Operating Costs and All-In Costs

The Project OPEX estimate includes mine operating costs, process plant operating costs, and general and administrative (“G&A”) costs.

Cash costs, expressed in dollars per short ton ($/st) milled or dollars per troy ounce of gold ($/oz Au) produced, are typically expressed before and after by-product credits (from antimony concentrate sales).

Total cash costs include smelting and refining charges, transportation charges, and royalties.

The All-In Sustaining Costs (“AISC”) and the All-In Costs (“AIC”) include non-sustaining CAPEX, and closure and reclamation CAPEX, respectively.

Cash Costs consist of mining costs, processing costs, mine-level G&A and by-product credits.

Cash Costs, expressed in dollars per short ton ($/ton) milled or dollars per troy ounce of gold ($/oz Au) produced, are typically expressed after by-product credits (from antimony concentrate sales) and are calculated based on consensus pricing as of December 31, 2024.

Total Cash Costs consist of Cash Costs, royalty costs, treatment costs, refining costs, and transportation costs.

The All-In Sustaining Costs (“AISC”) includes Cash Costs plus sustaining capital costs.

A summary of these Project costs is presented below.

Assumptions that were used to estimate OPEX are presented in the TRS.

Total Production Cost Item

($/st milled)

Cash Costs Before By-Product Credits (1)

The assumptions that were used to estimate OPEX are presented in the TRS and Financial Update.

Cash Costs, Total Cash Costs and AISC are projected non-GAAP financial measures and are not historical measures of financial performance and are not presented in accordance with GAAP.

For more information regarding financial measures not prepared in accordance with GAAP, see “ Non-GAAP Financial Measures ” at the end of Item 2.

These non-GAAP measures are forward-looking statements and remain subject to the risks and uncertainties set forth in the section titled “ Cautionary Note Regarding Forward-Looking Statements ” at the beginning of this Annual Report.

Early Production

(US$/ton milled)

Mine Operating Costs

Mill Processing Costs

Mine-Level G&A Costs

By-Product Credits 2

Cash Costs After By-Product Credits (1)

Refining and Transportation

Total Cash Costs (1)

Sustaining CAPEX

Property Taxes

All-In Sustaining Costs (1)

Reclamation and Closure (2)

Initial (non-sustaining) CAPEX (3)

(1) Cash costs, All-in Sustaining Costs, are non-GAAP measures;

see section Item 2, Non-GAAP Measures , below.

(2) Defined as non-sustaining reclamation and closure costs in the post-operations period.

(3) Initial Capital includes capitalized preproduction .

(4) All numbers have been rounded in above table and may not sum correctly.

Cash Cost Net of By-Products 2, 3, 5

Offsite Charges 4

Total Cash Cost Net of By-Products 2, 3, 5

Sustaining Capital Costs

All-In Sustaining Cost (AISC) 2, 3, 5

(1) The Financial Update assumes 100% equity financing.

Cost estimates are based on fourth quarter 2024 prices and power costs of US$0.059 per kilowatt-hour (kWh).

Production and technical assumptions consistent with 2020 Feasibility Study.

(2) Consensus prices used in the calculation of by-product credits and royalties are defined as $2,100/oz gold, $10.00/lb antimony, and $27.00/oz silver based on a broad range of investment bank forecasts as of December 2024.

(3) See Non-GAAP Financial Measures at the end of Item 2.

(4) Offsite Charges consists of treatment costs, refining costs, and transportation costs.

(5) Not all values may sum due to rounding.

Mineral Resource and Reserve Internal Controls

15 unchanged sentences

Mineral resources and mineral reserves are estimates that are imprecise and depend upon geologic interpretation and statistical inferences drawn from drilling and sampling analysis, which may prove to be unreliable.

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

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

Non-GAAP Financial Measures

1 unchanged sentence

GAAP”), we disclose certain projected non-GAAP financial measures.

The projected non-GAAP financial measures include Cash Costs and All-in Sustaining Costs estimates and related calculations.

Cash Cost and All-in Sustaining costs (AISC)

Cash Costs is a non-GAAP metric defined as the sum of cash operating costs (mining, processing, G&A), by-product credits, refining and transportation costs and royalties and is used to evaluate the Company’s future operating performance and provide visibility into the economics of our future mining operations.

All-in Sustaining Costs (AISC) is a non-GAAP metric defined as the sum of cash costs (from above), sustaining capital costs and non-revenue-based taxes (i.e.

property tax) and is used to evaluate the Company’s future operating performance and the ability to generate cash flow from operations.

The projected non-GAAP financial measures include expected Cash Costs, Total Cash Costs, AISC, Average Annual EBITDA and Annual Average Free Cash Flow (“FCF”) with respect to the expected results of the Project as presented in the Financial Update.

We define “Total Cash Costs” as the sum of Cash Costs, royalty costs, treatment costs, refining costs, and transportation costs;

we define “All-In Sustaining Costs” as the sum of Total Cash Costs and sustaining capital costs (all costs required to sustain operations);

we define earnings before interest, taxes and depreciation and amortization (“EBITDA”) as total revenue minus operating costs, offsite charges and royalties;

we define “Free Cash Flow” as EBITDA as adjusted for changes in net working capital, all capital expenditures (initial, sustaining, and closure capital expenditures), and salvage value;

and we define After-Tax FCF as FCF less taxes payable.

FCF does not entirely represent cash available for discretionary expenditures due to the fact that the measure does not deduct payments required for debt service and other items.

Annual averages of non-GAAP measures represent the total value of the non-GAAP measure divided by the number of years during the forecast period.

We believe the projected non-GAAP financial measures included in this Annual Report on Form 10-K provide additional meaningful comparisons between the Company’s economic analysis and its peer companies.

These projected non-GAAP financial measures are not historical measures of financial performance and are not presented in accordance with U.S.

They may exclude items that will be significant in understanding and assessing our financial results.

Therefore, these measures should not be considered in isolation or as an alternative or superior to GAAP measures.

You should be aware that our presentation of these measures may not be comparable to similarly-titled measures used by other companies.

The projected non-GAAP measures included in this presentation cannot be reconciled to comparable U.S.

You should be aware that our presentation of these measures have no standardized meaning under U.S GAAP and may not be comparable to similarly-titled measures used by other companies.

As the Project is not in production, the prospective non-GAAP financial measures are based on the estimated revenues, costs and other metrics set forth in the Financial Update, and are subject to the assumptions, qualifications and exceptions set forth in the TRS, as updated by the Financial Update.

See the economic model included as Exhibit 99.1 hereto for additional information regarding these measures.

The economic model included in the Financial Update is not a true cash flow model as defined by financial accounting standards but rather a representation of Project economics at a level of detail appropriate for a feasibility study level of engineering and design.

As such, the projected non-GAAP measures included in this Annual Report cannot be reconciled to comparable U.S.

GAAP measures without unreasonable effort.

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 2. Properties