What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-03-19 compared with 2024-03-26 · 168 added, 189 removed, 520 unchanged (41% of the section changed)

53 unchanged sentences

NON-CURRENT LIABILITIES

Warrant derivative (Note 6)

CWA settlement payable (Note 9)

Environmental reclamation liabilities (Note 9)

TOTAL LIABILITIES

2 unchanged sentences

Common shares, without par value, unlimited shares authorized, 70,266,550 and 64,123,456 shares outstanding, respectively

Additional paid-in capital

Additional capital

Accumulated deficit

17 unchanged sentences

OTHER EXPENSES (INCOME)

Change in fair value of warrant derivative (Note 6)

Foreign exchange loss (income)

Grant income (Note 10)

( 37,365,046 )

( 21,077,882 )

Interest income

Other expenses (income)

Total other expenses (income)

( 37,643,134 )

( 21,503,028 )

NET LOSS PER SHARE, BASIC AND DILUTED

4 unchanged sentences

For the years ended December 31, 2024 and 2023

Additional Paid

Common Shares

Number of Shares

BALANCE, December 31, 2022

( 561,926,784 )

Shares sold through offering

Shares issuance costs

Share-based compensation

Share units distributed

Share unit distributed

Exercise of share purchase options

Net loss for the year

3 unchanged sentences

( 580,697,964 )

Shares sold through offering

Shares sold through offerings

Shares issuance costs

( 2,392,914 )

Share-based compensation

Share unit distributed

Exercise of options

Exercise of share purchase options

( 1,993,399 )

Net loss for the year

10 unchanged sentences

( 18,771,180 )

Noncash items included in net loss:

Adjustments to reconcile net loss to net cash used in operating activities:

Share-based compensation (Note 6)

1 unchanged sentence

Gain on disposal of buildings and equipment

Change in fair value of warrant derivative (Note 6)

Environmental liability expense (Note 9)

Unrealized foreign exchange loss

Unrealized foreign exchange loss (gain)

( 2,901,002 )

2 unchanged sentences

CWA settlement payable (Note 9)

( 2,000,000 )

Environmental reclamation liabilities (Note 8)

6 unchanged sentences

Investment in mineral properties and interest (Note 5)

( 2,300,798 )

Purchase of buildings and equipment

Proceeds from sale of equipment

Net cash used in investing activities

Proceeds from sale of silver royalty (Note 5)

Deposit on equipment purchase

Net cash provided by (used in) investing activities

FINANCING ACTIVITIES:

Proceeds from sale of common shares

Share issuance costs

Payment of share issue costs

( 2,392,914 )

Proceeds from exercise of share purchase options (Note 6)

3 unchanged sentences

( 19,437,585 )

( 25,185,799 )

Cash and cash equivalents, beginning of year

Cash and cash equivalents, end of year

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for interest

NONCASH INVESTING AND FINANCING ACTIVITIES

NON-CASH INVESTING AND FINANCING ACTIVITIES

Recognition of operating lease liability and right-of-use asset

2 unchanged sentences

Investment savings accounts

GIC and term deposits

Total cash and cash equivalents

4 unchanged sentences

Perpetua Resources Corp.

(the “Corporation”, the “Company”, “Perpetua Resources” or “Perpetua”) was incorporated on February 22, 2011 under the Business Corporation Act of British Columbia.

The Company was organized to hold shares in wholly owned subsidiaries that locate, acquire, develop and restore mineral properties located principally in the Stibnite – Yellow Pine mining district in Valley County, Idaho, USA.

The Company’s principal asset is 100 % ownership in subsidiaries that control the Stibnite Gold Project (“Stibnite Gold Project” or the “Project”).

(the “Corporation”, and, together with its Subsidiaries, the “Company”, “Perpetua Resources” or “Perpetua”) was incorporated on February 22, 2011 under the Business Corporation Act of British Columbia.

The Corporation was organized to hold shares in wholly owned subsidiaries that locate, acquire, develop and restore mineral properties located principally in the Stibnite – Yellow Pine mining district in Valley County, Idaho, USA.

The Corporation’s principal asset is 100 % ownership in subsidiaries that control the Stibnite Gold Project (“Stibnite Gold Project” or the “Project”).

The Company currently operates in one segment, mineral exploration in the United States.

The Corporation has had continuing net losses and has an accumulated deficit of approximately $ 595.2 million as of December 31, 2024.

As of December 31, 2023, the Company had cash and cash equivalents totaling approximately $ 3.2 million and net negative working capital of approximately $ 0.9 million.

The Company’s latest liquidity forecast indicates that available cash resources and other sources of liquidity are expected to be exhausted in the fourth quarter of 2024, after giving effect to the silver royalty entered into in March 2024.

Although the Company’s current capital resources and liquidity include up to $ 24.8 million in funding awarded under the Technology Investment Agreement (“TIA”) pursuant to Title III of the Defense Production Act (“DPA”) ($ 59.4 million upon modification of the TIA to effect an additional conditional award of $ 34.6 million), such funding is available only for the specified costs related to permitting, environmental baseline data monitoring, environmental and technical studies, and advancing construction readiness and is not available to fund the Company’s costs pursuant to its Administrative Settlement and Order on Consent (“ASAOC”) obligations, payments and certain corporate expenses, including payments under the Settlement Agreement (as defined below).

Absent additional financing, the Company would no longer be able to meet its ongoing obligations or progress critical permitting efforts.

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

As of December 31, 2024, the Company had cash and cash equivalents totaling approximately $ 44.1 million and net working capital of approximately $ 40.6 million.

The Company’s latest liquidity forecast indicates that available cash resources for expenses not eligible for reimbursement under the modified Technology Investment Agreement (“TIA”) awarded pursuant to Title III of the Defense Production Act (“DPA”) are expected to be exhausted in the third quarter of 2025.

Absent additional financing, the Company would no longer be able to meet its ongoing obligations or advance construction readiness activities.

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

government funding;

and/or other financing opportunities.

However, there can be no assurance that the Company will be successful in obtaining such funding.

On May 12, 2023, the Company entered into a Controlled Equity Offering SM Sales Agreement (the “Sales Agreement”) providing for the sale by the Company, from time to time, of its common shares having an aggregate gross offering price of up to $ 20.0 million.

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.

As of December 31, 2023, $ 17.2 million remains available under the program.

and/or other financing or strategic opportunities.

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 and other conditions.

There can be no assurance of the amount, timing or nature of any such financing or strategic transaction, if any.

We believe our plans outlined above to obtain sufficient funding will be successful although there is no certainty that these plans will result in needed liquidity for a reasonable period of time.

However, our expectation of incurring ASAOC costs, contributions due under the Settlement Agreement and other costs in the foreseeable future that are not eligible for DPA funding reimbursement and the need for additional funding to further support the development of our planned operations, raise substantial doubt regarding our ability to continue as a going concern for a period of one year after the date that these consolidated financial statements are issued.

However, contributions due under the Settlement Agreement and our expectation of incurring other costs in the foreseeable future that are not eligible for DPA funding reimbursement and the need for additional funding to further support the development of our planned operations, raise substantial doubt regarding our ability to continue as a going concern for a period of one year after the date that the consolidated financial statements are issued.

The future receipt of potential funding from equity, debt, pursuit of additional government funding opportunities and/or other means cannot be considered probable at this time because these plans are not entirely within our control as of the date hereof.

These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business and do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above.

44 unchanged sentences

Exploration costs are expensed as incurred.

When it is determined that a mining deposit can be economically and legally extracted or produced based on established Proven and Probable Mineral Reserves under the United States Securities and Exchange Commission (“SEC”) S-K 1300, development costs related to such reserves and incurred after such determination will be considered for capitalization.

When it is determined that a mining deposit can be economically and legally extracted or produced based on established Proven and Probable Mineral Reserves under Regulation S-K subpart 1300 (“S-K 1300”) promulgated by the U.S.

Securities and Exchange Commission (the “SEC”), development costs related to such reserves and incurred after such determination will be considered for capitalization.

The establishment of Proven and Probable Mineral Reserves is based on results of feasibility studies, which indicate whether a property is economically feasible.

20 unchanged sentences

Share Based Compensation

The Company uses its common stock for various forms of share based compensation arrangements entered into with directors, officers, employees and consultants.

The Company uses its common shares for various forms of share-based compensation arrangements entered into with directors, officers, employees and consultants.

Share-based compensation arrangements are accounted for at fair value on the date of grant.

2 unchanged sentences

The Company recognizes forfeitures as they occur.

The fair value of stock options is determined using a Black-Scholes valuation model.

Option pricing models require the input of subjective assumptions including the length of time employees will retain their vested stock options before exercising them, expected share price volatility, and interest rate.

The fair value of share purchase options is determined using a Black-Scholes valuation model.

Changes in the input assumptions can materially affect the fair value estimate and the Company’s net loss.

The fair value of share-based awards that do not contain market conditions is based on the valuation of the common stock on the date of grant.

The fair value of share-based awards that do not contain market conditions is based on the valuation of the common share on the date of grant.

The fair value of time-based awards that are ultimately expected to vest is recognized as an expense on a straight-line basis over the requisite service period.

1 unchanged sentence

The fair value of share-based awards with market conditions is estimated using a Monte Carlo simulation model.

Assumptions and estimates utilized in the model include expected share price volatilities and related indices, the interest rate, and the probability of awards expected to vest.

Assumptions and estimates utilized in the model include expected stock price volatilities and related indices, the interest rate, and the probability of awards expected to vest.

Reclamation and Remediation Costs and Asset Retirement Obligations

22 unchanged sentences

Unobservable inputs that are not corroborated by market data.

At December 31, 2023, the Company has no assets and no liabilities that are remeasured at fair value on a recurring basis.

At December 31, 2022, the Company had no assets and a warrant liability that was remeasured at fair value on a recurring basis.

The warrant liability fair value was determined using Level 3 inputs.

Convertible Debt

Upon the issuance of convertible debt, the Company evaluates embedded conversion features within convertible debt to determine whether the embedded conversion feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings.

The Company generally accounts for warrants issued in connection with debt and equity financings as a component of equity if they are freestanding and meet the conditions for equity classification.

The equity component is treated as a discount on the liability component of the convertible debt, which is amortized over the term of the convertible debt using the effective interest rate method.

Debt issuance costs related to the convertible debt are allocated to the liability and equity components of the convertible debt based on their relative values.

Debt issuance costs allocated to the liability component are amortized over the life of the convertible debt as additional non-cash interest expense.

Transaction costs allocated to equity are netted with the equity component of the convertible debt instrument in shareholders’ equity.

Derivative Instruments

Derivative instruments are recognized as either assets or liabilities on the Consolidated Balance Sheets at fair value.

The accounting for changes in the fair value of derivative instruments depends on their intended use and resulting hedge designations.

Changes in the fair value of derivative instruments not designated as hedges are recorded in the Consolidated Statements of Operations as a component of other income (expense).

The Company has no derivative instruments designated as hedges at December 31, 2023 and December 31, 2022.

The Company evaluates and accounts for embedded derivatives in its financial instruments based on three criteria that, if met, require bifurcation of embedded derivatives from their host instruments and accounting for them as free-standing derivative financial instruments.

These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not required to be re-measured at fair value and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative financial instrument and is shown at its fair value at each balance sheet date and recorded as an asset or liability with the change in fair value recorded in the Consolidated Statements of Operations as other income (expense).

The Company uses the Black-Scholes Option Pricing Model or other valuation models for valuation of the conversion option derivative associated with its convertible notes and warrant derivative.

Valuation models require the input of subjective assumptions including expected share price volatility, interest rate and forfeiture rate.

Changes in the input assumptions can materially affect the fair value estimate and the Company’s net loss.

At December 31, 2024 and 2023, the Company has no assets and no liabilities that are remeasured at fair value on a recurring basis.

Income taxes are accounted for under the liability method.

6 unchanged sentences

Loss Per Share

Basic loss per share is computed by dividing the net loss available to common shareholders by the weighted average number of shares outstanding during the reporting period.

Diluted loss per share is computed similar to basic loss per share except that the weighted average shares outstanding are increased to include additional shares for the assumed exercise of share purchase options and warrants, if dilutive.

The Company’s potential dilutive shares of common stock include outstanding share purchase options, restricted share units (RSUs), performance share units (PSUs), deferred share units (DSUs) and warrants.

Basic loss per share is computed by dividing the net loss by the weighted average number of shares outstanding during the reporting period.

The Company’s potential dilutive shares include outstanding share purchase options, restricted share units, performance share units, and deferred share units.

Potentially dilutive shares as of December 31, 2024 and December 31, 2023 were as follows:

Share purchase options

All potentially dilutive shares were excluded from the calculation of diluted loss per share as their impact would be anti-dilutive.

Share units (RSU, PSU, DSU)

All potentially dilutive shares were excluded from the calculation of diluted loss per share as their exercise and conversion would be anti-dilutive.

Financial Instruments

15 unchanged sentences

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, amending reportable segment disclosure requirements to include disclosure of incremental segment information on an annual and interim basis.

1 unchanged sentence

The amendments in ASU 2023-07 are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, and are applied retrospectively.

Early adoption is permitted.

We are currently evaluating the impact of this update on our consolidated financial statements and disclosures.

The adoption of this update as of December 31, 2024 had minimal impact on our consolidated financial statements and disclosure.

See Note 11 Segment Reporting.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

1 unchanged sentence

The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024 and are applied prospectively.

Early adoption

and retrospective application of the amendments are permitted.

Early adoption and retrospective application of the amendments are permitted.

We are currently evaluating the impact of this update on our consolidated financial statements and disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses, which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement.

The new disclosure requirements are effective for the Company’s annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively.

The Company is currently evaluating the ASU to determine its impact on our consolidated financial statements and disclosures.

From time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company as of the specified effective date.

11 unchanged sentences

Both leases provide the option for the Company to extend leases for additional time periods of one and two years , respectively, which was not recognized as part of the right to use assets and lease liabilities value.

For measurement of the original lease liability and right of use asset, the Company assumed a discount rate of 10.0 % based on the Company’s incremental borrowing rate.

For measurement of the original lease liability and right of use asset, the Company assumed a discount rate of 10.0 % based on the Company’s estimated incremental borrowing rate.

The weighted average remaining lease term for operating leases as of December 31, 2024 was 0.4 years.

1 unchanged sentence

For the years ended December 31, 2024 and 2023, rent expense of $ 247,936 and $ 195,214 , respectively, is included in exploration expense on the Consolidated Statements of Operations.

For the years ended December 31, 2023 and 2022, rent expense of $ nil and $ 2,882 , respectively, is included in general and administration expense on the Consolidated Statements of Operations.

Mineral Properties and Interest

1 unchanged sentence

The Company’s subsidiaries acquired mineral rights to the Stibnite Gold Project through several transactions.

All mineral rights held by the Company’s subsidiaries are held through patented and unpatented mineral and mill site claims, except the Cinnabar option claims which are held under an option to purchase, and all of the Stibnite Gold Project is subject to a 1.7 % net smelter returns royalty upon the sale of project-related gold production.

All mineral and surface rights, where applicable, are held by the Company’s subsidiaries through patented and unpatented lode mining claims and mill sites, except the Cinnabar option claims which are held under an option to purchase, and all of the Stibnite Gold Project is subject to a 1.7 % Net Smelter Returns (“NSR”) royalty upon the sale of project-related gold production.

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 Idaho Corporation (“Franco-Nevada”) for gross proceeds of $ 8,500,000 .

The silver royalty agreement applies to the same properties as the gold royalty previously purchased by Franco-Nevada in 2013.

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.

The Company incurred costs of $ 164,835 associated with this transaction.

The net proceeds of $ 8,335,115 were recorded as a reduction to the carrying value of the mineral properties and interests during the year ended December 31, 2024.

The Company’s obligations under the gold and silver royalty agreements with Franco-Nevada are secured by a continuing security interest and a first priority lien on certain collateral including the land and mineral interests comprising the Project.

Included in mineral properties and interest are annual payments made under option agreements, where the Company is entitled to continue to make annual option payments or, ultimately, purchase certain properties.

Annual payment due under option agreements during 2024 are approximately $ 180,000 .

As of December 31, 2023, it has not yet been determined that the Project’s mining deposits can be economically and legally extracted or produced because the Project’s estimated reserves do not yet meet the definition of proven reserves under the United States SEC Regulation S-K 1300.

On November 22, 2024, the Company exercised its option to purchase certain properties containing water rights which can be used for mitigation during operations and increased mineral properties by $ 1,939,950 related to this transaction.

Annual payments made under other option agreements during 2024 were approximately $ 30,000 .

As of December 31, 2024, it has not yet been determined that the Project’s mining deposits can be economically and legally extracted or produced because the Project’s estimated reserves do not yet meet the definition of proven reserves under S-K 1300.

Accordingly, development costs related to such reserves will not be capitalized unless they are incurred after such determination.

2 unchanged sentences

Mineral title may be subject to unregistered prior agreements and noncompliance with regulatory requirements.

Warrant Derivative

In May 2013, the Company issued to Franco-Nevada Corporation (“Franco”) 200,000 share purchase warrants (“Franco Warrants”) for gross proceeds of $ 350,000 .

The Franco Warrants were exercisable into 200,000 common shares of the Company at C$ 12.30 per warrant.

The Franco Warrants contained a mandatory conversion feature which required Franco to exercise 100 % of the outstanding warrants if, at any time, the volume weighted average trading price of Perpetua Resources’ common shares is equal to or greater than C$ 32.30 for a period of 30 consecutive trading days.

The Franco Warrants expired on May 9, 2023, unexercised.

The exercise price of the Franco Warrants was denominated in Canadian Dollars;

however, the functional currency of the Company is the U.S.

As a result of this difference in currencies, the proceeds that would be received by the Company were not fixed and varied based on foreign exchange rates and the warrants were a derivative and required to be recognized and measured at fair value at each reporting period.

Any changes in fair value from period to period were recorded as a gain or loss in the Consolidated Statements of Operations.

No circumstances existed in which the Company would be required to pay any cash upon exercise or expiry of the warrants.

A reconciliation of the change in fair values of the derivative is below:

Fair Value of

Warrant Derivative

Balance, December 31, 2021

Change in fair value of warrant derivative

Balance, December 31, 2022

Change in fair value of warrant derivative

Balance, December 31, 2023

The fair value of the warrants was calculated using the Black-Scholes valuation model.

As of December 31, 2022, the inputs used in the Black-Scholes valuation model were:

Exercise price

Expected term (in years)

Expected share price volatility

Annual rate of quarterly dividends

Risk-free interest rate

● Unlimited number of common shares without par value.

1 unchanged sentence

● Unlimited number of second preferred shares without par value.

On May 12, 2023, the Company entered into the Sales Agreement providing for the sale by the Company, from time to time, of the Company’s common shares having an aggregate gross offering price of up to $ 20.0 million (the “ATM Offering”).

The Company expects to raise relatively small amounts of capital from time to time through the ATM Offering for general corporate purposes, which may include, among other things, general corporate, legal and ASAOC expenses.

As of December 31, 2023, the Company sold 894,882 common shares in exchange for proceeds of approximately $ 2.1 million, which is net of offering costs of approximately $ 0.7 million.

On May 12, 2023, the Corporation entered into the Sales Agreement providing for the sale by the Corporation, from time to time, of the Corporation’s common shares having an aggregate gross offering price of up to $ 20.0 million (the “ATM Offering”).

During the year ended December 31, 2024, the Corporation sold 1,834,104 common shares in exchange for proceeds of approximately $ 10.4 million, which is net of offering costs of approximately $ 0.6 million.

During the year ended December 31, 2023, the Corporation sold 894,882 common shares in exchange for proceeds of approximately $ 2.1 million, which is net of offering costs of approximately $ 0.7 million.

As of December 31, 2024, $ 6.2 million remained available under the program.

2024 Offering :

On November 18, 2024, the Corporation entered into an underwriting agreement providing for the sale by the Corporation of 3,439,465 of its common shares to the underwriters at a price of $ 10.17 per share.

Gross proceeds received from this sale was approximately $ 33.2 million, which is net of offering costs of approximately $ 1.8 million.

The Corporation granted the underwriters an option to purchase up to an additional 515,919 shares within 30 days of the offering which they did not exercise.

Share-based compensation

On March 8, 2021, the Company adopted the Omnibus Equity Incentive Plan (the “Plan”) to provide the Corporation with share-related mechanisms to attract, retain and motivate qualified directors, employees and consultants of the Company and its subsidiaries, to reward such of those directors, employees and consultants as may be granted awards under this Plan by the Board from time to time for their contributions toward the long-term goals and success of the Corporation and to enable and encourage such directors, employees and consultants to acquire shares as long-term investments and proprietary interests in the Corporation.

On March 8, 2021, the Corporation adopted the Omnibus Equity Incentive Plan (the “Plan”) to provide the Corporation with share-related mechanisms to attract, retain and motivate qualified directors, employees and consultants of the Company and its subsidiaries, to reward such of those directors, employees and consultants as may be granted awards under this Plan by the Board from time to time for their contributions toward the long-term goals and success of the Corporation and to enable and encourage such directors, employees and consultants to acquire shares as long-term investments and proprietary interests in the Corporation.

The Plan was approved by the Corporation’s shareholders on April 16, 2021.

On May 16, 2024, the Corporation’s approved an amendment to the Plan to increase the aggregate number of common shares available for the grant of awards under the Plan.

The Plan allows for awards in the following forms:

stock purchase option, restricted share unit, performance share unit or deferred share unit.

Under the terms of the Plan, the aggregate maximum number of shares that may be issued pursuant to awards granted under the Plan cannot exceed 4,280,530 shares.

share purchase option, restricted share unit, performance share unit or deferred share unit.

Under the terms of the Plan, as amended, the aggregate maximum number of shares that may be issued pursuant to awards granted under the Plan cannot exceed 8,280,530 shares.

Shares delivered under the Plan can be:

19 unchanged sentences

Balance, December 31, 2024

During the years ended December 31, 2023 and 2022, the Company’s total share based compensation from options was $ 289,356 and $ 1,084,969 , respectively.

During the years ended December 31, 2024 and 2023, the Company’s total share-based compensation from options was nil and $ 289,356 , respectively.

The fair value of options granted is estimated at the time of the grant using the Black-Scholes option pricing model.

2 unchanged sentences

No options were granted during the years ended December 31, 2024 and 2023.

An analysis of outstanding share purchase options as of December 31, 2023 is as follows:

Options Outstanding

Options Exercisable

Range of Exercise

$ 3.50 - $ 5.90

$ 5.91 - $ 7.20

$ 7.21 - $ 9.70

$ 9.71 - $ 11.80

$ 3.50 - $ 11.80

1 Weighted Average Exercise Price (C$)

2 Weighted Average Remaining Contractual Life (Years)

As of December 31, 2023, unvested compensation associated with unvested options is $ nil .

As of December 31, 2023, the intrinsic value of outstanding and exercisable share purchase options is $ 23,738 and $ 23,738 , respectively.

During the year ended December 31, 2023, the intrinsic value of share purchase options exercised was $ 30,594 .

No share purchase options were exercised during the year ended December 31, 2022.

As of December 31, 2024, share purchase options outstanding and exercisable were 695,500 and 605,500 , have a weighted average exercise price of C$ 10.88 and C$ 11.14 , respectively, and have a remaining weighted average life of 1.03 years and 1.00 years, respectively.

As of December 31, 2024, there was no unvested compensation associated with the share purchase options.

As of December 31, 2024, the intrinsic value of outstanding and exercisable share purchase options is $ 1.9 million and $ 1.5 million, respectively.

During the years ended December 31, 2024 and 2023, the intrinsic value of share purchase options exercised was $ 1,697,172 and $ 30,594 , respectively.

Restricted Share Units

8 unchanged sentences

385,039 RSUs) with a weighted average grant date fair value of $ 3.10 per RSU (2023:

$ 3.40 ) or approximately $ 1.6 million total (2023:

$ 1.3 million).

During the years ended December 31, 2024 and 2023, the fair value of RSUs distributed was $ 1,084,313 and $ 500,500 , respectively.

1 unchanged sentence

The Company expects to record an additional $ 869,839 in compensation expense over the remaining vesting period related to these awards.

Unvested units at December 31, 2023 are scheduled to vest as follows:

Unvested units at December 31, 2024 are expected to vest as follows:

Unvested units will be forfeited by participants upon termination of employment in advance of vesting, with the exception of termination by the Company not for cause or due to the employee’s death, disability, or retirement if certain criteria are met.

8 unchanged sentences

During the years ended December 31, 2024 and 2023, the fair value of PSUs distributed was $ 9,472 and $ 41,790 , respectively.

The PSUs and MPSUs are scheduled to vest as follows:

PSUs vest upon completion of the performance period and specific performance conditions set forth for each individual grant for individually defined reporting and operating measurement objectives.

The PSUs and MPSUs are expected to vest as follows:

These PSUs vest upon completion of the performance period and specific performance conditions set forth for each individual grant for individually defined reporting and operating measurement objectives.

T he Company determines the factor to be applied to that target number of PSUs, with such percentage based on level of achievement of the performance conditions .

13 unchanged sentences

The grant date fair value of MPSUs was estimated using a Monte Carlo simulation model.

Assumptions and estimates utilized in the model include expected volatilities of the Corporation’s share price and the GDXJ Index, the Company’s risk-free interest rate and expected dividends.

Assumptions and estimates utilized in the model include expected volatilities of the Corporation’s stock price and the GDXJ Index, the Company’s risk-free interest rate and expected dividends.

The probabilities of the actual number of MPSUs expected to vest and resultant actual number of common shares expected to be awarded are reflected in the grant date fair values of the various MPSU awards.

3 unchanged sentences

Expected term (in years)

Expected share price volatility

Expected stock price volatility

Expected dividend yield

The expected volatility utilized is based on the historical volatilities of the Corporation’s common stock and the GDXJ Index in order to model the stock price movements.

The expected volatility utilized is based on the historical volatilities of the Corporation’s common shares and the GDXJ Index in order to model the stock price movements.

The volatility used was calculated over the most recent three year period.

12 unchanged sentences

The DSUs are fully vested as of the date of grant.

During the years ended December 31, 2023 and 2022, the fair value of DSUs distributed was $ 109,534 and $ nil , respectively.

There was a total of 200,000 warrants outstanding as of December 31, 2022.

These warrants expired on May 9, 2023.

During the years ended December 31, 2024 and 2023, the fair value of DSUs distributed was $ nil and $ 109,534 , respectively.

No benefit (provision) has been recognized for the years ended December 31, 2024 and 2023.

13 unchanged sentences

Non-deductible (taxable) items:

(Gain) loss on derivative liability

Share-based compensation

9 unchanged sentences

CWA settlement payable

Stock based compensation

Share-based compensation

Deferred tax assets

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Environmental Reclamation Liabilities

On January 15, 2021, the Company agreed to an ASAOC.

On January 15, 2021, the Company agreed to an Administrative Settlement Agreement and Order on Consent (“ASAOC”).

The Company has accounted for its obligation under the ASAOC as an environmental reclamation liability.

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The estimated environmental reclamation liability may be subject to change based on changes to cost estimates and is adjusted for actual work performed.

During the year ended December 31, 2023, the Company spent $ 10.9 million on activities designed to improve water quality which included moving more than 325,000 tons of legacy mine waste and tailings away from sensitive waterways on site and relocating it to areas where it can be more safely stored.

The Company completed most of the early action restoration work in 2023 and estimates $ 0.8 million in remaining work to be completed in 2024.

During the year ended December 31, 2024, the Company spent $ 2.3 million (2023:

$ 10.9 million) on ASAOC activities.

At December 31, 2024, no further costs were accrued associated with this liability.

Movements in the environmental reclamation liability during the years ended December 31, 2024 and 2023 are as follows:

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Mining Claim Assessments

The Company currently holds mining claims on which it has an annual assessment obligation of $ 275,992 to maintain the claims in good standing.

The Company currently holds mining claims and mill sites for which it has an annual assessment obligation of $ 334,800 to maintain the claims in good standing.

The Company is committed to these payments indefinitely.’

Related to the Mining Claims Assessments is a $ 335,000 bond related to the Company’s exploration activities.

Stibnite Foundation

Upon formation of the Stibnite Foundation on February 26, 2019, the Company became contractually liable for certain future payments to the Stibnite Foundation based on several triggering events, including receipt of a Final Record of Decision issued by the USFS, receipt of all permits and approvals necessary for commencement of construction, commercial production, and of the final reclamation phase.

These payments could begin as early as the fourth quarter of 2024 based on the current permitting schedule and range from $ 0.1 million to $ 1.0 million (upon commencement of final reclamation phase) in cash and 150,000 common shares of the Company.

Upon formation of the Stibnite Foundation on February 26, 2019, the Company became contractually liable for certain future payments to the Stibnite Foundation based on several triggering events, including receipt of a final Record of Decision (“ROD”) issued by the USFS, receipt of all permits and approvals necessary for commencement of construction, commercial production, and of the final reclamation phase.

These payments will begin in the first quarter of 2025 based on the current permitting schedule and range from $ 0.1 million (upon receipt of the ROD) to $ 1 million (upon commencement of final reclamation phase) in cash and 150,000 common shares of the Company.

During commercial production, the Company will make payments to the Stibnite Foundation equal to 1 % of Total Comprehensive Income less debt repayments, or a minimum of $ 0.5 million each year.

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Option Payments on Other Properties

The Company is obligated to make option payments on mineral properties in order to maintain an option to purchase these properties.

As of December 31, 2023, the option payments due on these properties in 2024 are approximately $ 180,000 , which will be paid next year.

The Company is obligated to make option payments on mineral properties in order to maintain the option to purchase these properties.

As of December 31, 2024, the option payments due on these properties in 2025 are approximately $ 30,000 .

The agreements include options to extend.

Off balance sheet arrangements

The Corporation has no off-balance sheet arrangements as of December 31, 2023 and the date of this Annual Report.

The Corporation and its subsidiaries have been parties to an ongoing legal proceeding with the Nez Perce Tribe for alleged violations of the Clean Water Act (“CWA”) related to historical mining activities.

In August 2019, the Nez Perce Tribe filed suit in the United States District Court for the District of Idaho.

The Corporation promptly filed a motion to dismiss and, in the alternative, a motion to stay the litigation.

Both motions were denied.

Subsequently, the Corporation filed an answer denying liability and later, the court allowed the Corporation to amend and file a third-party complaint against the Forest Service.

The Corporation also filed a separate CWA citizen suit against the United States Forest Service (“USFS” or “Forest Service”) alleging that several of the point source discharges, as alleged by the Nez Perce Tribe in its complaint, were occurring on lands owned and controlled by the United States.

The Company has no off-balance sheet arrangements as of December 31, 2024 and the date of this Annual Report.

The Corporation and its subsidiaries have been parties to an ongoing legal proceeding with the Nez Perce Tribe for claimed violations of the Clean Water Act (“CWA”) allegedly linked to historical mining activities.

In August 2019, the Nez Perce Tribe filed suit against the Company in the U.S.

District Court for the District of Idaho.

The Company filed an answer generally denying liability and later, the court allowed the Company to amend and file a third-party complaint against the Forest Service.

The Company also filed a separate CWA citizen suit against the Forest Service alleging that several of the point source discharges, as alleged by the Nez Perce Tribe in its complaint, were occurring on lands owned and controlled by the United States government.

Pursuant to the terms of the voluntary ASAOC executed in January 2021 with the U.S.

Environmental Protection Agency (“U.S.

EPA”) and the United States Department of Agriculture, the Corporation agreed to dismiss its pending actions against the Forest Service without prejudice.

The remaining parties to the ongoing legal proceeding agreed to stay the litigation and explore Alternative Dispute Resolution options through court-ordered mediation.

On August 8, 2023, the Company and the Nez Perce Tribe filed a final Settlement Agreement (the “Settlement Agreement”) to resolve the CWA litigation.

EPA”) and the United States Department of Agriculture, the Company agreed to dismiss its pending actions against the Forest Service without prejudice.

On August 8, 2023, the Company and the Nez Perce Tribe filed a final Settlement Agreement (the “Settlement Agreement”) to resolve the Tribe’s CWA litigation.

The parties jointly asked the court to approve the Settlement Agreement and dismiss the case without prejudice.

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Following a 45-day review period by the United States Justice Department and the U.S.

EPA, on October 2, 2023 the U.S.

District Court for the District of Idaho approved the Stipulation for Dismissal and entered a Judgment which resulted in the CWA lawsuit being dismissed without prejudice.

Under the Settlement Agreement, a dismissal with prejudice will follow after completion of Perpetua’s required payments.

Once Perpetua has satisfied its payment obligations under the Settlement Agreement, the parties will submit a Stipulation of Dismissal with Prejudice to the court.

The Company recognized an expense of $ 5.0 million during the year ended December 31, 2023.

At December 31, 2023, CWA settlement payable current portion is $ 2,000,000 with the remaining $ 3,000,000 classified as long-term.

EPA, the U.S.

District Court for the District of Idaho approved the Stipulation for Dismissal and entered a Judgment on October 2, 2023 which resulted in the CWA lawsuit being dismissed without prejudice.

Under the Settlement Agreement, a dismissal with prejudice is contemplated after completion of Perpetua’s required payments.

Once Perpetua has satisfied its payment obligations under the Settlement Agreement, the Company anticipates that the parties will submit a stipulation for dismissal with prejudice to the District Court.

The Company recognized an expense of $ 5 million during the second quarter of 2023.

During the year ended December 31, 2024, the Company paid $ 2,000,000 on this settlement obligation.

As of December 31, 2024, CWA settlement payable current portion is $ 1,000,000 with the remaining $ 2,000,000 classified as long-term.

The voluntary CERCLA ASAOC entered into by the Company, the U.S.

EPA, and the United States Department of Agriculture requires numerous early cleanup actions to occur over the next several years at the Stibnite Gold Project site (the “Stibnite Site”).

Perpetua Resources Idaho, Inc.

is executing the Phase 1 early cleanup actions (known under CERCLA as “time critical removal actions”) that, upon final work plan approval by the federal agencies, are designed to efficiently improve water quality in a number of areas on the Stibnite Site.

Construction of time critical removal actions began in the summer of 2022, and significant progress was achieved to complete the voluntary Phase 1 Stibnite Site cleanup during the limited 2023 work season.

During the year ended December 31, 2023, the Company spent $ 10.9 million dedicated to improve water quality which included moving more than 325,000 tons of legacy mine waste and tailings away from sensitive waterways on the Stibnite Site and relocating it to areas where it can be more safely stored.

The Company completed most of the early action restoration work in 2023 and estimates $ 0.8 million in remaining work to be completed in 2024.

Other longer-term proposed actions relating to Project operations are being evaluated through the NEPA process.

EPA, and the United States Department of Agriculture (“USDA”) required numerous early cleanup actions (referenced as “Phase 1” in the ASAOC) at the Stibnite Gold Project site (the “Stibnite Site”).

The Company began the Phase 1 activities in 2022.

As of December 31, 2024, the Company determined it had completed all Phase 1 response actions required by the ASAOC and filed necessary reports with the U.S.

EPA and USDA with respect to such completion.

Pursuant to the terms of the ASAOC, the two federal agencies are reviewing the reports submitted by the Company to ascertain whether they agree that the required Phase 1 activities are complete.

During the year ended December 31, 2024, the Company spent $ 2.3 million on ASAOC activities (2023:

$ 10.9 million).

At December 31, 2024, no further costs were accrued associated with this Phase 1 liability.

The ASAOC includes a process under which the Company and the signatory federal agencies will evaluate whether the Company will proceed with additional response actions after federal agencies confirm that the Phase 1 work has been completed in accordance with the ASAOC requirements.

The scope of any such potential additional actions and their costs have not yet been determined.

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 to 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.

Government Grants

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Accounting for these DOD grants does not fall under Accounting Standard Codification 606, Revenue from Contracts with Customers , as the DOD does not meet the definition of a customer under this standard.

The DOD grant proceeds, which will be used to reimburse expenses incurred, meet the definition of grants related to expenses as the primary purpose for the payments is to fund research and development on trisulfides and the advancement of the Company’s Stibnite Gold Project.

The DOD grant proceeds, which will be used to reimburse expenses incurred, meet the definition of grants related to expenses as the primary purpose for the payments is to fund research and development on antimony trisulfide and the advancement of the Company’s Stibnite Gold Project.

During the years ended December 31, 2024 and 2023, grant income, which is included within other income (expense) on the Consolidated Statements of Operations, included the following:

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Defense Production Act (“DPA”) Grant :

On December 16, 2022, the Company entered into an undefinitized Technology Investment Agreement (“TIA”) with the DOD - Air Force Research Laboratory for an award 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 funding objective of the TIA is to complete environmental and engineering studies necessary to obtain a Final Environmental Impact Statement, a Final Record of Decision, and other ancillary permits to sustain the domestic production of antimony trisulfide capability for defense energetic materials at the Stibnite Gold Project.

Proceeds from the grant will be used primarily to reimburse the Company for certain costs incurred over the next 24 months related to environmental baseline data monitoring, environmental and technical studies and other activities related to advancing the Company’s construction readiness and the permitting process for the Stibnite Gold Project.

The Company anticipates recognizing approximately $ 37,000,000 of additional grant income in 2024.

During the years ended December 31, 2023 and 2022, the Company was reimbursed $ 14,369,177 and $ nil , respectively, for certain costs incurred.

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 and 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.

The funding objective of the TIA is to complete environmental and engineering studies necessary to obtain a Final Environmental Impact Statement, a ROD, and other ancillary permits to sustain the domestic production of antimony trisulfide capability for defense energetic materials at the Stibnite Gold Project.

Proceeds from the grant will be used primarily to reimburse the Company for certain costs incurred through June 16, 2025 related to environmental baseline data monitoring, environmental and technical studies and other activities related to advancing the Company’s construction readiness and the permitting process for the Stibnite Gold Project.

During the years ended December 31, 2024 and 2023, the Company was reimbursed approximately $ 32,468,545 and $ 14,369,177 , respectively, for certain costs incurred.

DOD Ordnance Technology Consortium (“DOTC”) Grant :

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The OTIA contains customary terms and conditions for OTIAs, including ongoing reporting obligations.

The Company anticipates recognizing approximately $ 6,800,000 of additional grant income in 2024.

During the year ended December 31, 2023, the Company received cash from this grant of $ 3,455,934 , for reimbursement of certain costs incurred of $ 3,085,656 and 12% fee income of $ 370,278 .

During the year ended December 31, 2023, grant income includes $ 573,394 of 12% fee income earned on costs incurred.

Subsequent Events:

On February 12, 2024, the Company announced it was conditionally awarded up to $ 34.6 million in additional funding under the existing 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.

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.

Under the modified TIA, Perpetua

may request reimbursement for certain costs incurred through June 30, 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.

The DPA funding does not interrupt the ongoing NEPA review.

On March 13, 2024, Laurel Sayer tendered her notice of resignation to the Board, notifying the Company of her resignation as President and Chief Executive Officer and as a Director of the Company, effective March 14, 2024, and retirement from the Company on April 1, 2025 (the “Retirement Date”).

Sayer will serve as Senior Advisor to the Chief Executive Officer effective March 14, 2024 until the Retirement Date.

On March 14, 2024, the Company announced that the Board appointed (i) Jonathan Cherry to serve as President and Chief Executive Officer of the Company and as a Director of the Company to fill the vacancy created by Ms.

Sayer’s resignation and (ii) Jessica Largent, Chief Financial Officer of the Company, as an additional Director of the Company, in each case, effective March 14, 2024.

On March 21, 2024, the Company entered into a royalty agreement with a wholly-owned subsidiary of Franco-Nevada Corporation (“Franco-Nevada”) pursuant to which Perpetua, through its subsidiaries, sold Franco-Nevada a royalty on the future payable silver production from the Project in exchange for a cash payment of $ 8.5 million.

Under the agreement, Franco-Nevada will receive all of the payable silver by-product revenue over the life-of-mine, subject to the terms of the agreement.

Perpetua intends to use the proceeds for general corporate purposes.

During the year ended December 31, 2024, the Company received cash from this grant of $ 5,534,854 (2023:

$ 3,455,934 ) for reimbursement of certain costs incurred of $ 4,941,834 (2023:

$ 3,085,656 ) and 12 % fee income of $ 593,020 (2023 $ 370,278 ).

During the year ended December 31, 2024, grant income includes $ 401,350 (2023:

$ 573,394 ) of 12 % fee income earned on costs incurred.

Segment Reporting

Operating segments are defined as components of an enterprise that engage in activities from which it may earn revenues and incur expenses for which separate operational financial information is available and is regularly evaluated by the CODM, who is our Chief Executive Officer, for the purpose of allocating an enterprise’s resources and assessing its operating performance.

The Company has determined that it operates as a single reportable segment, focused on the exploration of its mineral interests in the state of Idaho, United States.

This determination is based on the financial information reviewed by the CODM, which is assessed at a consolidated level.

The CODM is responsible for evaluating performance, allocating resources, and making strategic decisions.

The primary measure used to assess the Company’s profitability is consolidated net loss, which is used to compare budgeted versus actual results and informs operating cash flow decisions on a monthly basis.

The financial position, results of operations, and cash flows of the Company’s single reportable segment align with the consolidated financial statements presented herein.

The measure of segment assets is reported on the consolidated balance sheet as total assets.

The CEO primarily evaluates the Company’s performance based on consolidated net loss and reviews significant expenses, when applicable, on a consolidated basis, consistent with the presentation in the consolidated statements of operations.

While the CEO’s primary focus is on overall consolidated results, he also reviews supplemental information on exploration costs by major category.

The following table presents the Company’s exploration costs by major category:

Years ended December 31

Consulting and labor cost

Environmental and reclamation

Field office and drilling support

Legal and sustainability

Total Exploration

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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 8. Financial Statements and Supplementary Data